Obbligazione UniCred 5.861% ( XS1631415582 ) in USD

UniCred

100 USD ▲

Italia

XS1631415582 ( in USD )

5.861% per anno ( pagato 2 volte l'anno)

18/06/2032

Prospetto opuscolo dell'obbligazione UniCredit XS1631415582 en USD 5.861%, scadenza 18/06/2032

200 000 USD

1 000 000 000 USD

19/12/2025 ( In 45 giorni )

UniCredit è una banca commerciale italiana operante a livello internazionale, con attività principali nel settore bancario retail, corporate e investment banking.

UniCredit ha emesso un'obbligazione in dollari statunitensi (USD) con codice ISIN XS1631415582, del valore nominale totale di 1.000.000.000 USD, con scadenza il 18/06/2032, cedola semestrale del 5,861%, quotazione attuale al 100% e taglio minimo di 200.000 USD.

FINAL TERMS
Final Terms dated June 12, 2017
UNICREDIT S.p.A. US$1,000,000,000 Fixed Rate Tier II Subordinated Callable Notes
due 2032
Issue through Citibank, N.A. of Global Receipts (the "Global Receipts")
Representing beneficial interests in Rule 144A Notes (the "Rule 144A Notes")
Issue of Reg S Notes (the "Reg S Notes" and, together with the Rule 144A Notes, the
"Notes")
under the US$30,000,000,000
Medium Term Note Program
PART A
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions (the "Conditions") set forth in the offering memorandum dated March 30, 2017,
as amended and supplemented in the offering memorandum supplement dated June 8, 2017
(collectively, the "Offering Memorandum"). This document constitutes the Final Terms of
the Notes described herein and must be read in conjunction with such Offering
Memorandum. Full information on the Issuer and the offer of the Notes is only available on
the basis of the combination of these Final Terms and the Offering Memorandum. The
Offering Memorandum is available for viewing at the registered office of the Issuer at Via
Alessandro Specchi 16, 00186, Rome, Italy.
1. Notes
Issuer:
UniCredit
S.p.A.
2. Receipt
Issuer:
Citibank,
N.A.
3. (i) Series
Number:
3

(ii)
Tranche Number: (If fungible with 1
an existing Series, details of that
Series, including the date on which
the Notes become fungible).
4.
Specified Currency:
US Dollars
5. Aggregate
Nominal
Amount:

(i) Series:
US$1,000,000,000
(ii) Tranche:
US$1,000,000,000

6.
Issue
Price:
100.000 per cent.
of the Aggregate
Nominal Amount
1

7.
(i)
Specified Denominations:
US$200,000 and integral multiples of
US$1,000
(ii) Calculation
Amount:
US$1,000
8. (i)
Issue Date:
June 19, 2017
We expect that delivery of the Notes
will be on or about June 19, 2017,
which will be five business days (as
such term is used for purposes of Rule
15c6-1 of the U.S. Exchange Act)
following the date of pricing of the
Notes (this settlement cycle is being
referred to as "T+5"). Under Rule
15c6-1 of the U.S. Exchange Act,
trades in the secondary market
generally are required to settle in three
business days unless the parties to any
such trade expressly agree otherwise.
Accordingly, purchasers who wish to
trade Notes prior to the delivery of the
Notes will be required, by virtue of the
fact that the Notes will initially settle
in T+5, to specify an alternate
settlement arrangement at the time of
any such trade to prevent a failed
settlement. Purchasers of the Notes
who wish to trade the Notes prior to
their date of delivery should consult
their advisors.
(ii)
Interest Commencement Date:
Issue Date
(iii) Pricing
Date:
June 12, 2017
(iv) Settlement
Date
(T+5):
June 19, 2017
9.
Business Days:
A day on which commercial banks and
foreign exchange markets settle
payments and are open for general
business in London, Milan and New
York
10.
Regular Record Dates:
The fourth Business Day prior to the
relevant Interest Payment Date
11.
Maturity Date:
June 19, 2032
12.
First Call Date:
June 19, 2027
2

13.
Interest Basis:
Fixed Rate (single reset)
(further particulars specified below)
14. Redemption/Payment
Basis: Redemption
at
par
15.
Change of Interest or Redemption/Payment See paragraph 18
Basis:
16.
Call Options:
Issuer Call
Regulatory Call

17.
(i)
Status of the Notes:
Subordinated Notes
(ii)
Date of Board approval: December
12,
2016
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
18.
Fixed Rate Note Provisions
Applicable
(i)
Rate(s) of Interest:
For the period from and including the
Issue Date to but excluding the First Call
Date, 5.861 per cent. per annum (the
"Initial Rate of Interest") payable in
arrear on each Interest Payment Date.
For the period from and including the
First Call Date to but excluding the
Maturity Date, a fixed rate per annum
(the "Reset Rate of Interest") payable
in arrear on each Interest Payment Date
equal to the sum of (i) the prevailing
mid-swap rate for US Dollar swap
transactions with a maturity of five
years, as displayed on Reuters screen
"ICESWAP2" at approximately 11:00
a.m. New York Time on the second
Business Day prior to the First Call Date
and (ii) 3.703 per cent. per annum.
(ii)
Interest Payment Date(s):
June 19 and December 19 in each year,
commencing on December 19, 2017 to
and including the Maturity Date
(iii)
Business Day Convention:
Following Business Day Convention,
unadjusted
(iv)
Fixed Coupon Amount:
US$29.305 per Calculation Amount
payable in respect of each Fixed Interest
Period in the period from and including
the Issue Date to but excluding the First
3

Call Date.
From (and including) the First Call Date
and up to (but excluding) the Maturity
Date, the Fixed Coupon Amount shall be
calculated in respect of any Fixed
Interest Period by applying the Reset
Rate of Interest to the Calculation
Amount, multiplying such sum by the
applicable Day Count Fraction, and
rounding the resultant figure to the
nearest US Dollar cent, half a US Dollar
cent being rounded upwards or
otherwise in accordance with applicable
market convention.
(v)
Day Count Fraction:
30/360
(vi) Broken
Amount(s):
Not
Applicable
(vii) Determination
Date(s):
Not
Applicable
19.
Floating Rate Note Provisions
Not Applicable
20.
Zero Coupon Note Provisions
Not Applicable
21.
Index-Linked Interest Note Provisions
Not Applicable
22. Inflation-Linked Interest Note
Not Applicable
Provisions
23.
Change of Interest Basis Provisions
See paragraph 18
24.
Zero Coupon Note Provisions
Not Applicable
25.
Dual Currency Note Provisions
Not Applicable
PROVISIONS RELATING TO REDEMPTION
26.
Issuer Call
Applicable
(i) Optional
Redemption
Date (Call):
June 19, 2027
(ii)
Optional Redemption Amount:
US$1,000 per Calculation Amount
(iii) Reference
Bond:
Not
Applicable
(iv) Quotation
Time:
Not
Applicable

(v)
Redemption Margin:
Not Applicable
4

(vi)
If redeemable in part:

(A) Minimum Redemption
Not Applicable
Amount:
(B) Maximum Redemption
Not Applicable
Amount:
(iiv)
Notice period:
Minimum period: 5 days
Maximum period: 90 days
27.
Redemption for Tax Reasons

(i)
Notice period:
Minimum period: 5 days
Maximum period: 90 days
28.
Regulatory Call
Applicable
(i)
Early Redemption Amount:
As per Condition 10.7
(ii) Notice
period:
5
days
29.
Issuer Call due to a MREL or TLAC Not Applicable
Disqualification
Event
30.
Final Redemption Amount
Not Applicable
31.
Early Redemption Amount
US$1,000 per Calculation Amount
Early Redemption Amount(s) payable on
redemption for taxation reasons or on event
of default or other early redemption and/or
the method of calculating the same (if
required or if different from that set out in
the Conditions):
GENERAL PROVISIONS APPLICABLE TO THE NOTES
32.
Form of Notes
Registered Global Notes
33. Additional
Financial Center(s) or other TARGET2, London and New York
special provisions relating to Payment
Dates:
34. Details relating to Partly Paid Notes: Not Applicable
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and consequences
(if any) of failure to pay, including any
right of the Issuer to forfeit the Notes and
5

interest due on late payment:
35. Details relating to Instalment Notes: Not Applicable
amount of each instalment, date on which
each payment is to be made:
36.
Other terms or special conditions:
Not Applicable
DISTRIBUTION
37. (i) Names
of
Managers:
Citigroup Global Markets Inc.
HSBC Securities (USA) Inc.
J.P. Morgan Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Société Générale
UniCredit Bank AG
(ii)
Stabilizing Manager(s) (if any):
Not Applicable
38.
If non-syndicated, name of Dealer:
Not Applicable
39.
U.S. selling restrictions:
Rule 144A
Regulation S
40. Additional
selling
restrictions:
As set forth in the Offering
Memorandum dated March 30, 2017,
as amended and supplemented by the
offering memorandum supplement
dated June 8, 2017

U.S. Federal Income Tax Treatment of the Notes
As further discussed in the Offering Memorandum (see "Taxation--Certain U.S. federal
income tax consequences"), the Notes are unsecured and subordinated and therefore there is
an increased risk that the Notes will be treated as equity for U.S. federal income tax
purposes. To the extent required to take a position for U.S. federal income tax reporting
purposes, the Issuer intends to treat the Notes issued hereby as debt for U.S. federal income
tax purposes. In addition, although the matter is not free from doubt, to the extent required to
take a position for U.S. federal income tax reporting purposes, the Issuer intends to treat the
Notes issued hereby as variable rate debt instruments ("VRDI") and not as contingent
payment debt instruments for U.S. federal income tax purposes.
The Issuer has not yet determined if the Notes will be treated as issued with original issue
discount for U.S. federal income tax purposes ("OID"). If the Notes are treated as issued
with OID, the issue price, the amount of OID, the issue date and the yield to maturity may be
6

obtained by contacting UniCredit S.p.A., attn: Group Strategic Funding & Ratings, at fax,
+39 02 88 621 or e-mail: [email protected].
For a further discussion of the U.S. federal income tax consequences of investing in the
Notes, see "Taxation--Certain U.S. federal income tax consequences" in the Offering
Memorandum. Persons considering an investment in the Notes should consult their own tax
advisors regarding the potential consequences to them of an investment in the Notes,
including the tax consequences that could result if the Notes are treated as equity for U.S.
federal income tax purposes or are treated as contingent payment debt instruments for U.S.
federal income tax purposes.
7

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms. To the
best of the knowledge of the Issuer, having taken all reasonable care to ensure that such is the
case, the information contained in these Final Terms is in accordance with the facts and does
not omit anything likely to affect the import of such information.
SIGNED on behalf of the Issuer:
By: _____________________
//Signed//
Duly
authorized

By: _____________________
//Signed//
Duly
authorized
8

PART B
OTHER INFORMATION
1.
Listing and admission to trading

(i) Listing:
Not
Applicable
(ii)
Admission to trading:
Not Applicable
(iii)
Estimate of total expenses related Not Applicable
to admission to trading:
2.
Ratings
The Notes to be issued are expected to
be rated:
S&P's:
BB
Moody's:
Ba1
Fitch:
BBB-
3.
Interests of natural and legal persons involved in the issue
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved
in the offer of the Notes has an interest material to the offer. The Managers and their
affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer and its
affiliates in the ordinary course of business.
4.
Reasons for the offer, estimated net proceeds and total expenses
(i)
Reasons for the offer:
UniCredit S.p.A. intends to use the proceeds
from this offering for general corporate
purposes
(ii)
Estimated net proceeds:
US$993,500,000
5.
Yield
5.861 per cent. per annum until the First Call
Date
Indication of yield:
The yield is calculated on the Issue Date.

As set out above, the yield is calculated at the
Issue Date on the basis of the Issue Price until
the First Call Date. It is not an indication of
future yield. Since the Rate of Interest will be
reset at the First Call Date (unless the Issuer
Call is exercised), an indication of yield up to
the Maturity Date cannot be given.
9

6.
Historic interest rates
Not Applicable
7.
Performance of index/formula/other variable, explanation of effect on value of
investment and associated risks and other information concerning the
underlying
Not Applicable
8.
Performance of rate of exchange and explanation of effect on value of investment
Not Applicable
9.
Operational information
US ISIN Code for X Global
Receipts:
US904678AF64
(Italian Substitute Tax Exempt, if tax
relief procedures in Appendix B of
the Offering Memorandum are
followed)
US ISIN Code for N Global US904678AE99
Receipts:
(Subject to Italian Substitue Tax)
IT ISIN Code for X Global Notes:
IT0005273203
(Italian Substitute Tax Exempt, if tax
relief procedures in Appendix B of
the Offering Memorandum are
followed)
IT ISIN Code for N Global Notes:
IT0005273195
(Subject to Italian Substitue Tax)
CUSIP for X Global Receipts:
904678 AF6
(Italian Substitute Tax Exempt)
CUSIP for N Global Receipts:

(Subject to Italian Substitue Tax)
904678 AE9
ISIN Code for Reg S Notes:
XS1631415582
Common Code for Reg S Notes:
163141558
10