The National Bank of Kuwait (NBK) has made a full tender offer to a perpetual Tier 1 capital securities of its outstanding 750 million dollars in a bid to restructure the capital base of the bank amid the changes in the regulatory framework and developments in the market.
On June 30, 2025, the Kuwaiti banking giant said it would buy back all existing perpetual Tier 1 capital securities issued by NBK Tier 1 Financing (2) Limited. The tender offer is an active step towards the optimization of additional tier 1 capital structure of NBK and the preparation of the release of new securities of capital under more advantageous terms.
The securities to be offered in this the offer are marked with a number XS2010037922 under the regulation S and US62878WAA62 under the rule 144A, thus the global investors have a variety of access points to jump into the deal. The move by NBK to issue this tender offer can be seen to have been based on the strategic will of the bank to ensure that it trades with optimum capital efficiency and operates in line with international standards of banking.
Financial analysts consider that the tender-offer made by NBK was a well-conceptualized decision to hit the offerings of the existing market at the opportune moment and refinance the earlier obligations with possible reduced expenses. This announcement is made at the time when investors have developed confidence in the banking sectors in Middle East and are enjoying good interest rate regimes that will favour the bank in refinancing.
The tender offer process will help NBK to index the mood of the market and gives current security holders the chance to sell out its security on excellent conditions. The strategy reveals that the bank is open in its decision when it comes to the capital management and is ready to meet institutional investors on a good level.
Securityholders that would like to be included in the tender offer will have to deliver their securities no later than 5:00 PM New York time on July 8, 2025. To give more leeway to investors who may need more time to prepare the required documentation, the bank has laid down a guaranteed delivery process that extends the deadline to the 9th July, 2025.
It has set the minimum level of participation at the amount of $200,000 principal amount that can be increased in steps of $1,000. Such a structure makes it certain that large institutional investors and smaller qualified players are able to take part in a tender process on the basis of their portfolios.
Upon the successful completion of the tender offer, NBK will permanently cancel all the securities repurchased, and thus they cannot be reissued and resold. The strategy will make the long-term capital strategy of the bank clear to the market and eliminate dilution issues that may arise among the securityholders, who are left after the bank proceeds with its capital plans.
According to the tender offer, the assurance of success of a tender offer depends on new financing terms as stipulated in the extensive presentation of the tender offer memorandum. Such conditions will make certain that NBK still upholds sufficient capital levels during the transition period and obtain more desirable terms of the securities being replaced.