HSH Nordbank in $15 Billion MTN Program

June 23, 2005

Cleary Gottlieb represented the dealers, led by Goldman Sachs, in the establishment of a $15 billion MTN program by HSH Nordbank AG and its New York branch.  HSH Nordbank’s MTNs are offered under Rule 144A and Regulation S, exempting them from SEC registration.  Concurrently with the establishment of the program, Cleary Gottlieb represented Goldman Sachs and Morgan Stanley as underwriters in a $1 billion offering of floating rate extendible securities with a final maturity of June 2015.  The notes cannot mature before July 2006, and investors have the right, on a monthly basis, to extend the notes' maturity by 366 days. 

HSH Nordbank is a Landesbank in northern Germany and is the principal banker to the city-state of Hamburg and the state of Schleswig-Holstein.  Its state shareholders include Hamburg, and through WestLB AG, the state of North Rhine-Westphalia. Under a settlement with the European Commission under EU state aid rules, obligations of German Landesbanks issued after July 18 will no longer benefit from the statutory guarantee of their state shareholders.