Davis Polk advised a European financial institution on its SEC-registered offering of $1.5 billion aggregate principal amount of fixed-to-floating rate notes due 2025. During the floating-rate period, the notes bear interest by reference to the Secured Overnight Financing Rate (“SOFR”), compounded daily over each quarterly interest period. The SOFR compounding mechanics are based on those published by ISDA, while the waterfall of benchmark replacements and related adjustments that would apply upon a discontinuation of SOFR are based on the Alternative Reference Rates Committee’s recommended fallback language.

The Davis Polk corporate team included partner Yan Zhang and associate John K. Rostom. The tax team included partner Po Sit and counsel Alon Gurfinkel. Members of the Davis Polk team are based in the New York and London offices.

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