REG-UBS AG UBS Announces Cash Tender Offers for Debt Securities
30/10/2025 07:00
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UBS Announces Cash Tender Offers for Debt Securities
Ad hoc announcement pursuant to Article 53 of the SIX Exchange Regulation
Listing Rules
UBS Group AG and UBS AG (NYSE:UBS) (SWX:UBSN), acting through its Stamford
branch (each an “Offeror” and together the “Offerors”) announce today
that they are commencing seven concurrent and separate offers (each, an
“Offer” and collectively, the “Offers”) to purchase outstanding notes
of the series listed in the table below (collectively, the “Notes”) upon
the terms and subject to the conditions set forth in the offer to purchase
dated October 30, 2025 (the “Offer to Purchase”) and the accompanying
notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and,
together with the Offer to Purchase, the “Tender Offer Documents”).
References herein to “UBS” are references to UBS Group AG together with
its consolidated subsidiaries (including UBS AG). Capitalized terms used and
not otherwise defined in this announcement have the meanings given in the
Offer to Purchase. The following table sets forth the Notes and the key
economic terms of the Offers:
Acceptance Priority Level((1)) Title of Security CUSIP/ISIN Issuer First Par Call Date((2)) Maturity Date Principal Amount Outstanding Reference Security((3)) Fixed Spread Bloomberg Reference Page
(millions)
(basis points)((3))
1 7.500% Senior Notes due 2028 22550L2M2 / US22550L2M24 UBS AG((4)) N/A February 15, 2028 $2,500 3.50% UST due 10/15/28 20 bps FIT1
2 5.000% Senior Notes due 2027 22550L2K6 / US22550L2K67 UBS AG((4)) N/A July 9, 2027 $1,192.45 3.50% UST due 10/31/27 10 bps FIT1
3 9.016% Fixed Rate/Floating Rate Senior Callable Notes due 2033 144A: 225401BB3 / US225401BB38 UBS Group AG((5)) November 15, 2032 November 15, 2033 $2,000 4.25% UST due 08/15/35 40 bps FIT1
Reg S: H3698DDW1 / USH3698DDW14
4 6.537% Fixed Rate/Floating Rate Senior Callable Notes due 2033 144A: 225401AZ1 / US225401AZ15; UBS Group AG((5)) August 12, 2032 August 12, 2033 $3,000 4.25% UST due 08/15/35 40 bps FIT1
Reg S: H3698DDS0 / USH3698DDS02
5 7.750% Fixed Rate Reset Senior Callable Notes due 2029 Reg S ISIN: CH1214797172 UBS Group AG((5)) March 1, 2028 March 1, 2029 €3,000 0.50% DBR due 02/15/28 65 bps FIT GE1-3
6 6.442% Fixed Rate/Floating Rate Senior Callable Notes due 2028 144A: 225401AV0 / US225401AV01; UBS Group AG((5)) August 11, 2027 August 11, 2028 $1,750 3.75% UST due 08/15/27 50 bps FIT4
Reg S: H3698DDN1 / USH3698DDN15
7 4.282% Senior Notes due 2028 144A: 225401AC2 / US225401AC20; UBS Group AG((5)) January 9, 2027 January 9, 2028 $2,250 4.00% UST due 01/15/27 30 bps FIT4
Reg S: H3698DAR5 / USH3698DAR55
(1) Subject to the satisfaction or waiver of the conditions of the Offers
described in the Offer to Purchase, if the Maximum Purchase Condition is not
satisfied with respect to every series of Notes, the relevant Offeror will
accept Notes for purchase in the order of their respective acceptance priority
level specified in the table above (each, an “Acceptance Priority Level,”
with 1 being the highest Acceptance Priority Level and 7 being the lowest
Acceptance Priority Level). It is possible that a series of Notes with a
particular Acceptance Priority Level will not be accepted for purchase even if
one or more series with a higher or lower Acceptance Priority Level are
accepted for purchase.
(2) For each series of Notes in respect of which a par call date is indicated, the
calculation of the applicable Total Consideration (as defined below) will be
performed to the par call date. For each series of Notes in respect of which a
par call date is not indicated, the calculation of the applicable Total
Consideration will be performed to the maturity date. See Annex A to the Offer
to Purchase for an overview of the calculation of the Total Consideration with
respect to the Notes.
(3) The total consideration for each series of Notes (such consideration, the
“Total Consideration”) payable per each $1,000 or €1,000 principal
amount of such series of Notes validly tendered for purchase will be based on
the fixed spread specified in the table above for such series of Notes, plus
the yield of the reference security specified in the table above for that
series as quoted on the Bloomberg reference page specified in the table above
as of 10:00 a.m. (Eastern time) on November 5, 2025, unless extended with
respect to the applicable Offer. The Total Consideration does not include the
applicable Accrued Coupon Payment, which will be payable in cash in addition
to the applicable Total Consideration.
(4) Originally issued by Credit Suisse AG, acting through its New York branch. On
May 31, 2024, Credit Suisse AG merged into UBS AG and, by operation of law,
UBS AG assumed Credit Suisse AG’s obligations as issuer under the terms and
conditions applicable to this series of Notes. Effective June 12, 2024, UBS AG
designated its Stamford branch (in place of its New York branch) as the branch
through which UBS AG acts as issuer of this series of Notes.
(5) Originally issued by Credit Suisse Group AG. On June 12, 2023, Credit Suisse
Group AG merged into UBS Group AG and, by operation of law, UBS Group AG
assumed Credit Suisse Group AG’s obligations as issuer under the terms and
conditions applicable to this series of Notes.
The Offers are made as part of UBS’s proactive management of its funding and
total loss-absorbing capacity, among other factors, to optimize interest
expense. Independently of the Offers, UBS intends to continue issuing senior
unsecured liabilities in all major currency markets and such issuances may or
may not run concurrently with the Offers and may or may not follow in the near
future.
The Offers are scheduled to expire at 5:00 p.m. (Eastern time) on November 5,
2025, unless extended or earlier terminated (such date and time with respect
to an Offer, as the same may be extended with respect to such Offer, the
“Expiration Date”). Notes tendered for purchase may be validly withdrawn
at any time at or prior to 5:00 p.m. (Eastern time) on November 5, 2025,
unless extended or earlier terminated (such date and time with respect to an
Offer, as the same may be extended with respect to such Offer, the
“Withdrawal Date”), but not thereafter, unless extended by the applicable
Offeror as described in the Offer to Purchase. Each Offer is independent of
the other Offers, and the applicable Offeror may terminate or modify its
Offers without terminating or modifying any other Offer. The deadline for
Holders who, at or prior to the Expiration Date, deliver a Notice of
Guaranteed Delivery and all other required documentation to the applicable
Tender Agent (or comply with the applicable Clearing System’s procedures
applicable to guaranteed delivery), to validly tender Notes using the
Guaranteed Delivery Procedures is expected to be 5:00 p.m. (Eastern time) on
November 7, 2025, unless extended with respect to any Offer (the “Guaranteed
Delivery Date”). The deadlines set by any intermediary and the applicable
Clearing System for the submission and withdrawal of tender instructions may
be earlier than the relevant deadlines specified above.
The Initial Settlement Date for an Offer of any Notes validly tendered at or
prior to the Expiration Date (and not validly withdrawn at or prior to the
Withdrawal Date), and accepted for purchase by the applicable Offeror, will be
promptly after the Expiration Date. The Initial Settlement Date is expected to
be the second business day after the Expiration Date (expected to be November
7, 2025), unless extended with respect to any Offer.
The Guaranteed Delivery Settlement Date for an Offer of any Notes validly
tendered after the Expiration Date and at or prior to the Guaranteed Delivery
Date pursuant to the Guaranteed Delivery Procedures, and accepted for purchase
by the applicable Offeror, will be promptly after the Guaranteed Delivery
Date. The Guaranteed Delivery Settlement Date is expected to be the first
business day after the Guaranteed Delivery Date (expected to be November 10,
2025), with respect to each Offer (as the same may be extended with respect to
such Offer).
In addition to the applicable Total Consideration, Holders whose Notes are
accepted for purchase will receive a cash payment equal to the accrued and
unpaid interest on such Notes from and including the immediately preceding
interest payment date for such Notes to, but excluding, the Initial Settlement
Date. The Accrued Coupon Payment in respect of Notes accepted for purchase
will be calculated in accordance with the terms of such Notes. For the
avoidance of doubt, interest will cease to accrue on the Initial Settlement
Date for all Notes accepted in the Offers and Holders whose Notes are tendered
pursuant to the Guaranteed Delivery Procedures and are accepted for purchase
will not receive payment in respect of any interest for the period from and
including the Initial Settlement Date.
The applicable Offeror’s obligation to complete an Offer with respect to a
particular series of Notes validly tendered is conditioned on the satisfaction
of conditions described in the Offer to Purchase, including that the aggregate
Total Consideration (converted into U.S. Dollars as described under
“Conditions to the Offers and Acceptance Priority” in the Offer to
Purchase), excluding the Accrued Coupon Payment, payable for Notes purchased
in the Offers (the “Aggregate Purchase Consideration”) not exceed
$4,000,000,000 (the “Maximum Purchase Consideration”), and the Maximum
Purchase Consideration being sufficient to pay the Total Consideration,
excluding the Accrued Coupon Payment, for all validly tendered Notes of such
series (after accounting for all validly tendered Notes of all series that
have a higher Acceptance Priority Level) (the “Maximum Purchase
Condition”). The Offers are not conditioned on the tender of a minimum
principal amount of Notes, and the Offers are not subject to a financing
condition.
If the Maximum Purchase Condition is not satisfied with respect to each series
of Notes, the Offerors will accept Notes for purchase in the order of their
respective Acceptance Priority Level.
The Offerors reserve the right, but are under no obligation, to (x) waive the
Maximum Purchase Condition with respect to one or more Offers and accept all
Notes of the series sought in such Offer, and of any series of Notes sought in
Offers with a higher Acceptance Priority Level, validly tendered and not
validly withdrawn, or (y) skip any Offer for Notes that would have caused the
Maximum Purchase Consideration to be exceeded and purchase all Notes of a
given series in an Offer having a lower Acceptance Priority Level so long as
the Offerors are able to purchase the full amount of validly tendered and not
validly withdrawn Notes in such Offer without exceeding the Maximum Purchase
Consideration.
It is possible that an Offer with a particular Acceptance Priority Level will
result in the Maximum Purchase Consideration being exceeded and therefore the
series of Notes sought in such Offer will not be accepted for purchase even if
one or more series of Notes with a higher or lower Acceptance Priority Level
are accepted for purchase. None of the Offers is conditioned on the
consummation of any of the other Offers.
The Offerors reserve the right, but are under no obligation, to increase the
Maximum Purchase Consideration or waive the Maximum Purchase Condition, in
their sole discretion subject to applicable law, with or without extending the
Withdrawal Date. No assurance can be given that the Offerors will increase the
Maximum Purchase Consideration or waive the Maximum Purchase Condition. If
Holders tender more Notes in the Offers than they expect to be accepted for
purchase based on the Maximum Purchase Consideration and the Offerors
subsequently accept more of such Notes tendered than such Holders expected as
a result of an increase in the Maximum Purchase Consideration, such Holders
may not be able to withdraw any of their previously tendered Notes.
Accordingly, Holders should not tender any Notes that they do not wish to be
accepted for purchase. If a given series of Notes is accepted for purchase
pursuant to the Offers, all Notes of that series that are validly tendered
will be accepted for purchase. No series of Notes will be subject to proration
pursuant to the Offers.
A complete description of the terms and conditions of the Offers is set out in
the Offer to Purchase. Before making a decision with respect to the Offers,
Holders should carefully consider all of the information in the Offer to
Purchase.
The Offerors have retained UBS Investment Bank, as Dealer Manager for the
Offers. D.F. King & Co., Inc. is the Information Agent for the Offers and
Tender Agent for the USD Offers. UBS AG is the Tender Agent for the EUR Offer.
Questions regarding the terms of the Offers may be directed to UBS Investment
Bank at (833) 690-0971 (toll-free), (212) 882-5723 (collect) or +44 20 7568
1121 and by email at americas-lm@ubs.com (mailto:americas-lm@ubs.com) or
ol-liabilitymanagement-eu@ubs.com (mailto:ol-liabilitymanagement-eu@ubs.com) .
Any questions regarding procedures for tendering Notes or requests for
additional copies of the Offer to Purchase and the Notice of Guaranteed
Delivery should be directed to D.F. King & Co., Inc. by telephone at (646)
989-1649 (for banks and brokers only) and (800) 829-6551 (for all others
toll-free) or +44 (0)20 7920 9700 and by email at UBS@dfking.com
(mailto:UBS@dfking.com) . Copies of the Offer to Purchase and the Notice of
Guaranteed Delivery are available at https://clients.dfkingltd.com/UBS/
(https://cts.businesswire.com/ct/CT?id=smartlink&url=https%3A%2F%2Fclients.dfkingltd.com%2FUBS%2F&esheet=54347805&newsitemid=20251029636920&lan=en-US&anchor=https%3A%2F%2Fclients.dfkingltd.com%2FUBS%2F&index=1&md5=940aa3572a0bbe0c48f128f451af85a6)
.
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes as to when such intermediary would
need to receive instructions from a beneficial owner in order for that
beneficial owner to be able to participate in, or withdraw their instruction
to participate in, an Offer before the deadlines specified in the Offer to
Purchase. The deadlines set by any such intermediary and the applicable
Clearing System for the submission and withdrawal of tender instructions may
be earlier than the relevant deadlines specified above.
Disclaimer
This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes or any other securities. The Offers are made only by
and pursuant to the terms of the Offer to Purchase and only to such persons
and in such jurisdictions as is permitted under applicable law. The
information in this press release is qualified by reference to the Offer to
Purchase. None of UBS, the Dealer Managers, any fiscal agent, any paying agent
or any trustee, as applicable, the Tender Agents or the Information Agent or
their respective directors, employees and affiliates makes any recommendation
whatsoever regarding the Offers, or any recommendation as to whether Holders
should tender their Notes for purchase pursuant to the Offers.
In making a decision regarding the Offers, Holders must rely on their own
examination of the Offerors and the terms of the Offers, including the merits
and risks involved. Holders should not consider any information in the Offer
to Purchase to be legal, business or tax advice. Holders should consult their
own counsel, accountant and other advisors as to legal, tax, business,
financial and related aspects of an acceptance of the Offers. This release may
contain statements that constitute “forward-looking statements,” within
the meaning of applicable securities laws. While these forward-looking
statements represent UBS’s judgments and future expectations concerning the
development of UBS, a number of risks, uncertainties and other important
factors could cause actual developments and results to differ materially from
UBS’s expectations. For a discussion of the risks and uncertainties that may
affect UBS please refer to the “Risk Factors” and other sections of UBS
Group AG’s and UBS AG’s most recent Annual Report on Form 20-F, quarterly
reports and other information furnished to or filed with the US Securities and
Exchange Commission on Form 6-K. UBS is not under any obligation to (and
expressly disclaims any obligation to) update or alter its forward-looking
statements, whether as a result of new information, future events, or
otherwise.
UBS Group AG and UBS AG
Investor contact
Switzerland: +41-44-234 41 00
Americas: +1 212 882 57 34
Media contact
Switzerland: +41-44-234 85 00
UK: +44-207-567 47 14
Americas: +1-212-882 58 58
APAC: +852-297-1 82 00
www.ubs.com/media
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