Issuer:
Terna - Rete Elettrica Nazionale S.p.A. (Ticker: TRNIM) (Country: IT)
Issuer LEI:
8156009E94ED54DE7C31
Senior Ratings (M/S&P):
Baa1 (Stable) / A- (Stable)
Expected Instrument Ratings (M/S&P):
Baa3 / BBB
Expected Equity Credit (M/S&P):
50% / 50% until First Reset Date
Status of the Notes:
Direct, unsecured and subordinated obligations, (i) senior only to the Issuer’s payment obligations in respect of any Junior Securities; (ii) pari passu among themselves and with the Issuer’s payment obligations in respect of any Parity Securities, and (iii) junior to all other payment obligations of the Issuer, present and future, whether subordinated (including any claims pursuant to Article 2411, first paragraph, of the Italian Civil Code) or unsubordinated, in each case except as otherwise provided by mandatory provisions of applicable law
Format:
Reg. S, bearer form (TEFRA D rules apply, no communications with or into the U.S.)
Currency:
EUR
Size:
850mn
Maturity:
Perpetual NC6
Reoffer:
100% / 3.875%
Initial margin:
123 bps
Bund spread:
DBR 0 08/15/31 + 139.6 bps (@87.304% / 2.479%)
Settlement Date:
2 February 2026 (T+5)
First Call Date:
2 November 2031
First Reset Date:
2 February 2032 (PNC6)
Interest:
3.875% Fixed rate until the First Reset Date, payable annually in arrear. Thereafter, resets every 5 years to the sum of the prevailing EUR 5-year swap rate + the initial credit spread + any relevant coupon step-up(s)
First Step-up (+25bps):
2 February 2037
Second Step-up (+75bps):
2 February 2052 (100bps cumulative)
Interest Payment Date:
2 February in each year commencing on 2 February 2027
ISIN / Common Code:
XS3281650823 / 328165082
Denominations:
€100k X €1k
Optional Interest Deferral:
Optional cumulative at Issuer’s sole discretion, in whole or in part, and not compounding for an unlimited period
Optional Settlement of Arrears of Interest:
Cash settled anytime at the option of the Issuer and mandatory payment upon Compulsory Arrears of Interest Settlement Event (junior and parity pusher on deferred interest)
Issuer Par Call:
In whole but not in part, from 2 November 2031 being the First Call Date and on any day thereafter to (and including) the First Reset Date (3-month par call) or on any Interest Payment Date thereafter at their outstanding principal amount plus any accrued but unpaid interest and deferred interest (if any)
Make-Whole Call Option:
The Issuer may redeem all, but not some only, of the Subordinated Notes prior to 2 November 2031 at the applicable Make-whole Redemption Amount (the higher of (i) par or (ii) discounted cash flows at Bunds + 25bps (15% of re-offer spread, rounded up to next 5bps and capped at 50bps), in either case plus any interest accrued but not paid)
Special Event Redemption:
Withholding Tax Event, or Substantial Repurchase Event (≥75%) at 100%.
Tax Deductibility Event, Rating Methodology Event, or Accounting Event at 101% until the First Call Date, at 100% thereafter. In each case together with any accrued interest up to, but excluding, the relevant Early Redemption Date and any outstanding Arrears of Interest and deferred interest (if any)
Replacement Language:
Intention-based (non-binding), subject to customary carve-outs
Events of Default:
None
Exchange or Variation:
At any time upon a Withholding Tax Event, Tax Deductibility Event, Rating Methodology Event, or Accounting Event - subject to certain pre-conditions, including terms of substituted or varied Subordinated Notes not being prejudicial to the interests of the Noteholders
Documentation / Governing Law:
As per the EMTN Programme with a Base Prospectus approved by Consob dated 25 June 2025, supplemented on 14 July 2025 and on 22 January 2026 / English law, status and subordination governed by Italian law
Listing:
Electronic bond market (MOT) of Borsa Italiana S.p.A. (Regulated Market)
Clearing:
Euroclear / Clearstream
Structuring Advisors:
BNP PARIBAS, IMI-Intesa Sanpaolo, UniCredit
Joint Bookrunners:
Banca Akros, BNP PARIBAS (B&D), BofA Securities, CaixaBank, Citi, Crédit Agricole CIB, Goldman Sachs International, IMI-Intesa Sanpaolo, Mediobanca, Santander, SMBC, Société Générale, UniCredit
Use of Proceeds:
The Notes are designated as “European Green Bond” or “EuGB” in accordance with Regulation (EU) 2023/2631 of the European Parliament and of the Council and under the Issuer’s Green Bond Framework, published on 9 July 2025, which is aligned with the core components of the Green Bond Principles as updated by the International Capital Market Association (ICMA) in June 2025 and the EU Taxonomy requirements.
The Issuer intends to allocate an amount equivalent to the European Green Bond proceeds in accordance with the gradual approach, referred in Article 4(1) of Regulation (EU) 2023/2631, as detailed in Terna’s Green Bond Framework and European Green Bond Factsheet. An amount equal to 100% of proceeds will be allocated to economic activities that are environmentally sustainable under Article 3 of the Regulation (EU) 2020/852, according to the methodology set out in the allocation report, that will be published annually by Terna until the full allocation of the bond proceeds and subject to external verification by an independent reviewer, in accordance with Article 11 of Regulation (EU) 2023/2631.
Green Bond Framework:
Published on 9 July 2025 and available at
Hidden PDF
Second Party Opinion:
Will be published today by Moody’s Ratings soon after this announcement and will be available at
European Green Bond Factsheet:
The European Green Bond Factsheet dated January 2026 is available at
Hidden PDF
Factsheet External Reviewer:
Moody’s Ratings
Pre-Issuance External Review:
The Pre-Issuance External Review will be available soon after this announcement and, in any case, published prior to the Settlement Date on
EU Green Bond Standard (EuGBS) Structuring Advisor
UniCredit
MiFID II/MIFIR Target Market:
Eligible Counterparties and Professional Clients only (all distribution channels). No PRIIPs or UK PRIIPs key information document (KID) has been prepared as not available to retail in EEA or the UK
Selling Restrictions:
Regulation S (Cat 2), TEFRA D rules apply, no communications with or into the U.S.
Advertisement:
The Base Prospectus (dated 25 June 2025) approved by Consob and the Supplements are published on the website of Borsa Italiana S.p.A. (https://www.borsaitaliana.it)
Timing:
TOE: 13.52 UK // FTT: 14.15 UK