Slaughter and May advised Bupa on £400 million Tier 2 issuance and related tender offer

Slaughter and May advised Bupa Finance plc (Bupa) on a debt issuance and a related tender offer. Bupa issued £400,000,000 6.625% Fixed Rate Subordinated Notes due 2045 (the New Notes). The New Notes will count towards Bupa’s Tier 2 capital; to facilitate this, Slaughter and May assisted Bupa in obtaining a direction from the Prudential Regulation Authority to disapply certain provisions of the PRA Rulebook pursuant to section 138A of the Financial Services and Markets Act 2000. The New Notes were admitted to trading on the London Stock Exchange’s International Securities Market on 19 November 2025 and the net proceeds will be used for general corporate purposes, including the repurchase and cancellation of some existing subordinated notes. The firm also advised on the related tender offer announced on 10 November 2025 for Bupa’s outstanding £400,000,000 5.000% Fixed Rate Subordinated Notes due 2026 and £300,000,000 1.750% Notes due 2027 (together, the Existing Notes). The offer expired for acceptances at 4:00 p.m. (London time) on 17 November 2025. On 18 November 2025 Bupa announced that £292,336,000 in aggregate nominal amount of the 2026 Notes and £107,664,000 in aggregate nominal amount of the 2027 Notes were validly tendered for purchase by noteholders. Slaughter and May represented Bupa Finance plc (Bupa) with a team composed by: Caroline Phillips, Partner (Financing); Kevin Howes, Partner (Financing); Megan Dakers, Associate (Financing); Maddy Tomlin, Associate (Financing); Toby Rose, Associate (Financing); David Shone, Partner (Financial Regulation). The Slaughter and May team worked closely with Bupa’s Group Treasury and in-house legal teams.

Slaughter and May advised Bupa on £400 million Tier 2 issuance and related tender offer

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