ING Groep N. V., a company organised under the laws of the Netherlands, whose corporate seat is at Amsterdam (ING Groep);
ING Groep N. V. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents ING Groep N.V. has filed with the SEC for more complete information about ING Groep N.V. and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx.
ING Groep N. V. (a limited liability company with corporate seat in Amsterdam, The Netherlands) $700,000,000 6.125% ING Perpetual Debt Securities (Principal Amount of $25.00 per ING Perpetual Debt Security) UNDERWRITING AGREEMENT September 16, 2005 ING Financial Markets LLC Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC As Representatives of the Several Underwriters named in Schedule A hereto Ladies and Gentlemen: ING Groep N.V., a limited liability company incorporated under the laws of The Netherlands (the "COMPANY"), confirms its agreement (this "AGREEMENT") with ING Financial Markets LLC ("ING FINANCIAL"), Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("XXXXXXX XXXXX") and UBS Securities LLC ("UBS") and each of the other Underwriters named in Schedule A hereto (collectively, the "UNDERWRITERS," which term shall also include any underwriter substituted as provided in Section 10 hereof), for whom ING Financial, Xxxxxxx Xxxxx and UBS are acting as representatives (in such capacity, hereinafter referred to as the "REPRESENTATIVES"), with respect to the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of the Company's 6.125% ING Perpetual Debt Securities (principal amount of $25.00 per perpetual security) (the "INITIAL UNDERWRITTEN SECURITIES") set forth opposite their names in Schedule A hereto and (ii) the granting of an option to the Underwriters to purchase up to an additional $20,000,000 aggregate principal amount of the Company's 6.125% ING Perpetual Debt Securities (principal amount of $25 per perpetual security) (the "OPTION UNDERWRITTEN SECURITIES"), as provided in Section 2 hereof. As used herein, the term "PERPETUAL DEBT SECURITIES" shall include the Initial Underwritten Securities and, to the extent the option described in Section 2 hereof is exercised, all or any portion of any Option Underwritten Securities. The Perpetual Debt Securities will be issued pursuant to the Subordinated Debt Indenture, dated July 18, 2002 (the "SUBORDINATED INDENTURE"), between the Company and The Bank of New York, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by the fourth supplemental indenture (the "SUPPLEMENTAL INDENTURE" and, collectively, with the Subordinated Indenture, the "INDENTURE") to be dated as of the date on which the Closing Time referred to in Section 2(d) hereof occurs (such date, the "CLOSING DATE"...
ING Groep N. V. has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents ING Groep N.V. has filed with the SEC for more complete information about ING Groep N.V. and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, ING Groep N.V. and any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at +0-000-000-0000, HSBC Securities (USA) Inc. at +0-000-000-0000, ING Financial Markets LLC at +0-000-000-0000, X.X. Xxxxxx Securities LLC at +0-000-000-0000, RBC Capital Markets, LLC at 0-000-000-0000 and UBS Securities LLC at +0-000-000-0000. Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another email system. Filed pursuant to Rule 433 Dated April 2, 2019 Registration Statement No. 333-227391 Free Writing Prospectus (To Preliminary Prospectus Supplement dated April 2, 2019 and Prospectus dated September 18, 2018) ING Groep N.V. $1,000,000,000 4.050% Senior Notes due 2029 Pricing Term Sheet Issuer: ING Groep N.V. (“ING”) Expected Issue Ratings*: Baa1 / A- / A+ (Xxxxx’x / S&P / Fitch) Status: Senior, Unsecured Format: SEC Registered Global Notes – Fixed Rate Principal Amount: $1,000,000,000 Trade Date: April 2, 2019 Expected Settlement Date: April 9, 2019 (T+5) Maturity Date: April 9, 2029 (10 years) Coupon: 4.050% Interest Payment Dates: Semi-annually in arrear on April 9 and October 9, commencing on October 9, 2019 Benchmark Treasury: 2.625% UST due February 15, 2029 Benchmark Treasury Price / Yield: 101-10 / 2.474% Spread to Benchmark Treasury: UST + 158 bps Re-Offer Yield: 4.054% Re-Offer Price: 99.967% Underwriting Commission: 0.375% Net Proceeds: $995,920,000
ING Groep N. V., a public company incorporated under the laws of the Netherlands whose registered office is in Amsterdam, the Netherlands and registered with the Chamber of Commerce under number 33231073 (Groep);
