NATIXIS US MEDIUM-TERM NOTE PROGRAM LLC Guaranteed by the New York branch of Natixis Series 2015-[●] Callable Monthly Range Accrual Notes due May 30, 2025 Linked to the performance of the S&P 500® Index Principal at Risk Securities General Terms This Pricing Supplement relates to the offering of the Series 2015-[●] Notes (collectively the “Notes”). The Notes are linked to the performance of the S&P 500® Index (the “Index”). The Contingent Coupon Amount paid monthly on each Contingent Coupon Payment Date will be based on the number of Scheduled Trading Days (each, a “Monitoring Day”), on which the closing level of the Index is greater than or equal to 75% of the Initial Level of the Index (the “Trigger Level”). To determine the Contingent Coupon Amount payable per Calculation Amount of Notes with respect to any Contingent Coupon Payment Date, we will multiply the Calculation Amount by the quotient of the number of Monitoring Days in the immediately preceding Monitoring Period on which the above condition is met divided by the total number of Monitoring Days in that Monitoring Period. We will then multiply the resulting amount by the applicable Contingent Coupon Rate for such Monitoring Period, in each case multiplied by the Day Count Fraction. The applicable Contingent Coupon Rate will equal: (i) 6.25% per annum for the first 48 monthly Monitoring Periods, (ii) 8.00% per annum for the next 36 monthly Monitoring Periods and (iii) 9.50% per annum for the final 36 monthly Monitoring Periods. Beginning on June 1, 2017, and on each scheduled Contingent Coupon Payment Date going forward, the Notes are subject to early redemption, in whole but not in part, at the sole option of the Issuer, at 100% of the principal amount together with the Contingent Coupon Amount due for the Contingent Coupon Period ending on such Contingent Coupon Payment Date. At maturity, if the Notes have not been redeemed early: o if the Final Level of the Index is greater than or equal to 50% of its Initial Level (i.e., the “Knock-in Level”), then the Final Redemption Amount, at maturity, will be the principal amount of your Note. o if the Final Level is less than its Knock-in Level (less than 50% of the Initial Level), at maturity, your Final Redemption Amount will be reduced by a percentage equal to the percentage decline of the Index. In this case, and you will lose at least 50% of your initial investment and potentially your entire initial investment. The Notes have a term of approximately10 years. The Maturity Date is May 30, 2025. The Issuer is a wholly-owned subsidiary of the Guarantor which itself is a branch of Natixis. The Notes do not guarantee any return of principal at maturity and investors must be willing to accept the risk of losing a substantial portion or their entire investment. All payments on the Notes are subject to the credit risk of the Issuer and the Guarantor. The Notes are not listed on any securities exchange. Investing in the Notes involves significant risks, including the risk of loss of some or all of your principal. See “Selected Risk Considerations” on page PS-[10] of this Pricing Supplement, “Risk Factors Relating to the Notes” beginning on page 6 of the accompanying Index-Linked Notes Product Supplement and “Risk Factors” beginning on page 13 of the Base Offering Memorandum. Please note that risk factors relating to Natixis are incorporated by reference in the Base Offering Memorandum, from documents available on the Natixis website. ________________________________________________ The Notes and the Guarantee have not been registered under the Securities Act of 1933 as amended (the “Securities Act”) in reliance on the exemption from registration provided by Section 3(a)(2) of the Securities Act. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the Notes or determined that this document is truthful or complete. Any representation to the contrary is a criminal offense. Under no circumstances shall this document constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction. The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. PRELIMINARY PRICING SUPPLEMENT No. 1 dated May 5, 2015 (Subject to Completion) To the Index-Linked Notes Product Supplement dated April 23, 2015 (the “Product Supplement”) and the Base Offering Memorandum dated April 23, 2015 (the “Base Offering Memorandum”) Relating to the Natixis US Medium Term Note Program
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NATIXIS US MEDIUM-TERM NOTE PROGRAM LLC Guaranteed by the New York branch of Natixis
Series 2015-[●]
Callable Monthly Range Accrual Notes due May 30, 2025
Linked to the performance of the S&P 500® Index
Principal at Risk Securities
General Terms
This Pricing Supplement relates to the offering of the Series 2015-[●] Notes (collectively the “Notes”). The Notes are linked to the
performance of the S&P 500® Index (the “Index”).
The Contingent Coupon Amount paid monthly on each Contingent Coupon Payment Date will be based on the number of Scheduled
Trading Days (each, a “Monitoring Day”), on which the closing level of the Index is greater than or equal to 75% of the Initial Level
of the Index (the “Trigger Level”).
To determine the Contingent Coupon Amount payable per Calculation Amount of Notes with respect to any Contingent Coupon
Payment Date, we will multiply the Calculation Amount by the quotient of the number of Monitoring Days in the immediately
preceding Monitoring Period on which the above condition is met divided by the total number of Monitoring Days in that Monitoring
Period. We will then multiply the resulting amount by the applicable Contingent Coupon Rate for such Monitoring Period, in each case
multiplied by the Day Count Fraction. The applicable Contingent Coupon Rate will equal: (i) 6.25% per annum for the first 48 monthly
Monitoring Periods, (ii) 8.00% per annum for the next 36 monthly Monitoring Periods and (iii) 9.50% per annum for the final 36
monthly Monitoring Periods.
Beginning on June 1, 2017, and on each scheduled Contingent Coupon Payment Date going forward, the Notes are subject to early
redemption, in whole but not in part, at the sole option of the Issuer, at 100% of the principal amount together with the Contingent
Coupon Amount due for the Contingent Coupon Period ending on such Contingent Coupon Payment Date.
At maturity, if the Notes have not been redeemed early:
o if the Final Level of the Index is greater than or equal to 50% of its Initial Level (i.e., the “Knock-in Level”), then the Final
Redemption Amount, at maturity, will be the principal amount of your Note.
o if the Final Level is less than its Knock-in Level (less than 50% of the Initial Level), at maturity, your Final Redemption Amount
will be reduced by a percentage equal to the percentage decline of the Index. In this case, and you will lose at least 50% of your
initial investment and potentially your entire initial investment.
The Notes have a term of approximately10 years. The Maturity Date is May 30, 2025.
The Issuer is a wholly-owned subsidiary of the Guarantor which itself is a branch of Natixis.
The Notes do not guarantee any return of principal at maturity and investors must be willing to accept the risk of losing a
substantial portion or their entire investment. All payments on the Notes are subject to the credit risk of the Issuer and the Guarantor.
The Notes are not listed on any securities exchange.
Investing in the Notes involves significant risks, including the risk of loss of some or all of your principal. See “Selected Risk
Considerations” on page PS-[10] of this Pricing Supplement, “Risk Factors Relating to the Notes” beginning on page 6 of the accompanying
Index-Linked Notes Product Supplement and “Risk Factors” beginning on page 13 of the Base Offering Memorandum. Please note that
risk factors relating to Natixis are incorporated by reference in the Base Offering Memorandum, from documents available on the Natixis
The Notes and the Guarantee have not been registered under the Securities Act of 1933 as amended (the “Securities Act”) in
reliance on the exemption from registration provided by Section 3(a)(2) of the Securities Act.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of
the Notes or determined that this document is truthful or complete. Any representation to the contrary is a criminal offense. Under no
circumstances shall this document constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such
jurisdiction.
The information in this preliminary pricing supplement is not complete and may be changed. This preliminary pricing supplement is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
PRELIMINARY PRICING SUPPLEMENT No. 1 dated May 5, 2015 (Subject to Completion)
To the Index-Linked Notes Product Supplement dated April 23, 2015 (the “Product Supplement”)
and the Base Offering Memorandum dated April 23, 2015 (the “Base Offering Memorandum”)
Relating to the Natixis US Medium Term Note Program
PS-2
The Notes constitute unconditional liabilities of Natixis US Medium-Term Note Program LLC, and the Guarantee constitutes an
unconditional obligation of the New York branch of Natixis. None of the Notes or the Guarantee is insured by the Federal Deposit
Insurance Corporation.
Natixis Securities Americas LLC
PS-3
Terms of the Notes
Please refer to the information and definitions included in the accompanying Base Offering Memorandum and Index - Linked Notes
Product Supplement (the “Product Supplement”), including information on important consequences in the event of a change in an
index or a trading, exchange or market disruption. These Notes will be treated as “Index-Linked Notes (Single Index)” and “Multi
Exchange Index-Linked Notes.” Unless otherwise defined herein, capitalized terms used in this pricing supplement have the
definitions assigned to them in the accompanying Product Supplement or in the Base Offering Memorandum.
General Terms:
Issuer: Natixis US Medium-Term Note Program LLC
Issuer Rating: Moody's A2 (stable outlook) / Standard & Poor's A (negative outlook)
Ratings are not a recommendation to purchase, hold or sell Notes, inasmuch as the ratings do not
comment as to market price or suitability for a particular investor. The ratings reflect each rating
agency’s view of the likelihood that we will honor our obligation to pay any interest or amounts due
at maturity that are payable under the terms of the Notes, and do not address whether any interest will
be payable on the Notes, whether you will receive your initial investment back, or the price at which
the Notes may be resold prior to maturity, which may be substantially less than the issue price of the
Notes. The ratings are only accurate as of the date thereof and may be changed, superseded or
withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective
purchaser should check the current ratings before purchasing the Notes. Each rating should be
evaluated independently of any other rating.
Calculation Agent: Natixis
Guarantor: Natixis acting through its New York Branch
Placement Agent: Natixis Securities Americas LLC
Specified Currency: USD
Aggregate Principal
Amount:
$[●]
Denomination/ Principal
Amount per Note:
Minimum denominations of $10,000.00 and integral multiples of $1,000.00 in excess thereof. No
person may, at any time, purchase or transfer Notes in an amount less than $10,000
Calculation Amount: $1,000.00
Strike Date: Expected to be May 26, 2015
Trade Date: Expected to be May 26, 2015
Issue Date: Expected to be May 29, 2015
We may deliver the Notes against payment therefor on a date that is more than three business days
after the Trade Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades
in the secondary market generally are required to settle in three business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more
than three business days prior to the Issue Date of the Notes will be required to specify alternative
arrangements to prevent a failed settlement and should consult their own advisers in connection with
that election.
Maturity Date: May 30, 2025
Valuation Date: May 27, 2025 subject to the provisions set forth in “Terms and Conditions of the Index-Linked Notes
(Single Index)” set forth in the Product Supplement and subject to Valuation Postponement as
PS-4
described below.
Business Day
Convention:
Business Day:
Following Business Day Convention. If a Contingent Coupon Payment Date, Optional Redemption
Date or the Maturity Date (as applicable) falls on a day that is not a Business Day, then the relevant
payment will be made on the immediately following Business Day, and no additional interest will
accrue as a result of such delayed payment
A day on which commercial banks and foreign exchange markets settle payments and are open for
general business, including dealings in foreign exchange and foreign currency deposits, in New York
City
Index: The S&P 500® Index
Index Sponsor: The Standard and Poor’s Corporation
Exchanges: Each of The New York Stock Exchange and The Nasdaq Stock Market
Related Exchanges: The Chicago Mercantile Exchange and The Chicago Board Options Exchange
Multi-Exchange Index-
Linked Notes:
The Notes are Multi-Exchange Index-Linked Notes
Initial Level: [●]. The Initial Level is the level of the Index as of the Valuation Time as published by the Index
Sponsor on the Strike Date (see definition in “Terms and Conditions of the Index-Linked Notes
(Single Index) of the Product Supplement”).
CUSIP/ISIN: 63873HHF4 / US63873HHF47
Commissions and Issue Price:
Price
to Public(i) Placement Agent
Discount(iii)
Proceeds
to issuer
Per Note .................................................................................................................. At Varying Prices (ii) $[] $[]
Total ........................................................................................................................ At Varying Prices $[] $[]
(i) The proceeds you might receive if you were able to resell the Notes on the Issue Date are expected to be less than the Issue Price of the Notes. This is because the Issue Price includes the Placement Agent Discount set forth above and also reflects certain hedging costs associated with the Notes.
(ii) The Notes will be offered during the marketing period at varying prices to be determined during such period. Such prices may be at prevailing market prices, at
prices related to such prevailing market prices, or at negotiated prices, provided, however that no such price will be less than $[] or more than $1,000 per Calculation Amount of Notes. See “Selected Risk Considerations – The price you pay for the Notes may be higher than the prices other investors pay for the
Notes” on page PS-[10] of this Pricing Supplement. The Notes will be sold with a minimum denomination of $10,000, and integral multiples of $1,000 in excess
thereof. No person may, at any time, purchase or transfer Notes in an amount less than $10,000. (iii) We are offering the Notes through our affiliate Natixis Securities America LLC, acting as placement agent. Please see “Supplemental Plan of Distribution
(Conflicts of Interest)” on the last page of this Pricing Supplement for more information about fees and commissions.
Payment of Contingent Coupon:
Contingent Coupon
Amount:
The Contingent Coupon Amount per Calculation Amount of Notes with respect to any Contingent
Coupon Payment Date will be determined on the immediately preceding Contingent Valuation Date,
and shall be an amount equal to:
Calculation Amount × applicable Contingent Coupon Rate × Range Accrual Rate × Day Count Fraction
Contingent Coupon
Rate:
6.25% per annum from (but excluding) May 26, 2015 to (and including) May 28, 2019
8.00% per annum from (but excluding) May 28, 2019 to (and including) May 26, 2022
9.50% per annum from (but excluding) May 26, 2022 to (and including) May 27, 2025
Range Accrual:
Applicable (see definition in “Terms and Conditions of the Index-Linked Notes (Single Index) of the
Product Supplement”)
PS-5
Range Accrual Rate:
The Range Accrual Rate will be determined with respect to each Monitoring Period for each
Contingent Coupon Period. The Range Accrual Rate will be, with respect to any Monitoring Period, a
percentage determined by the Calculation Agent equal to the number of Triggering Days occurring in
such Monitoring Period divided by the total number of Monitoring Days in such Monitoring Period.
The Range Accrual Rate for any Contingent Coupon Period will be determined by reference to the
Monitoring Period that ends on the Reference Date immediately prior to the Interest Payment Date
which concludes such Contingent Coupon Period.
If the closing level of the Index is not equal to or greater than its Trigger Level on a Monitoring Day,
the Range Accrual Rate will be 0, and as a result, the actual interest rate for the Contingent Coupon
Period will decrease.
Reference Date
Monthly, on the 26th
of each calendar month, beginning May 26, 2015 (in each case, subject to the
Business Day Convention specified above).
Monitoring Day: In respect of each Monitoring Period, any day in such Monitoring Period that is a Scheduled Trading
Day for each Index.
If any Monitoring Day during a Monitoring Period is a Disrupted Day with respect to the Index, then
such Monitoring Day will be deemed not to be a Monitoring Day and shall be accordingly
disregarded for the determination of the numbers of Monitoring Days and Triggering Days
Monitoring Day Level With respect to the Index and a Monitoring Day, the official closing level of such Index for such
Monitoring Day as published by the Index Sponsor.
Monitoring Period: Means any period which commences on, but excludes, any Reference Date and ends on, and includes,
the immediately following Reference Date. For avoidance of doubt the first Monitoring Period will
commence on, but exclude, the Strike Date (May 26, 2015) and the last Monitoring Period will end
on, and include, the last Reference Date (May 27, 2025).
Trigger Level: 75% of the Initial Level; i.e., [●]
Triggering Day: Any Monitoring Day where the level of the Index with respect to such Monitoring Day is equal to or
greater than the relevant Trigger Level.
Scheduled Trading Day:
Any day on which the applicable Exchange and the applicable Related Exchange are scheduled to be
open for trading for their respective regular trading sessions (see the exact definition of Scheduled
Trading Day in the “Terms and Conditions of the Index-Linked Notes (Single Index) of the Product
Supplement”)
Final Level:
For the Index, the Final Level is the Monitoring Day Level of the Index as of the Valuation Date.
Contingent Coupon
Payment Date:
Monthly, payable in arrears, on the third (3rd
) Business Day following each Reference Date (in each
case, subject to the Business Day Convention specified above), except that the last Contingent
Coupon Payment Date will be the earlier to occur of (i) the Maturity Date or (ii) the Optional
Redemption Date. If the Issuer has exercised its option to early redeem the Notes as provided under
“Payment upon Optional Redemption” below, no further interest is due and payable on the Notes
after an Optional Redemption Date if the Issuer has redeemed the Notes prior to maturity, and
such Optional Redemption Date shall constitute the last Contingent Coupon Payment Date.
Contingent Coupon
Periods:
The first period will begin on, and will include, the Issue Date and end on, but exclude, the first
Contingent Coupon Payment Date. Each subsequent Contingent Coupon Period will begin on, and
include, the Contingent Coupon Payment Date for the preceding Contingent Coupon Period and end
on, but exclude, the next following Contingent Coupon Date. The final Contingent Coupon Period
will end on, but exclude, the Maturity Date (or the Optional Redemption Date, if applicable).
PS-6
Payment Upon Optional Redemption:
Redemption at the
Option of the Issuer -
Issuer
Call
The Issuer has the right to redeem the Notes, in whole but not in part, on any Optional Redemption
Date, subject to at least three (3) Business Days’ notice prior to the relevant Optional Redemption
Date (the “Issuer Call”).
Optional Redemption
Amount
An amount per Calculation Amount of Notes payable by the Issuer on the related Optional
Redemption Date equal to 100% of the Calculation Amount. The Issuer will also pay on such date
any Interest Amount due for the Contingent Coupon Period ending on the Optional Redemption Date
Optional Redemption
Date
Means each Contingent Coupon Payment Date commencing on (and including) June 1, 2017, to (and
including) the Contingent Coupon Payment Date immediately preceding the Maturity Date
Payment at Maturity:
Final Redemption
Amount:
If the Notes have not been redeemed early, the Final Redemption Amount per Calculation Amount of
Notes, excluding any final Interest Amount will be determined as follows:
- If a Knock-in Event has NOT occurred, an amount equal to the Calculation Amount;
- If a Knock-in Event has occurred a payment in cash (the “Cash Delivery Amount”)
calculated in accordance with the following formula:
Calculation Amount ×Final Level
Initial Level
In this case, your Final Redemption Amount will be significantly less than the principal amount,
and you will lose at least 50% of your initial investment and, potentially, your entire initial
investment.
The Issuer will also pay on such date the Contingent Coupon Amount due for the immediately
preceding Monitoring Period, if any.
Knock-in Level:
50% of the Initial Level; i.e., []
Knock-in Event: A Knock-in Event occurs if the Final Level of the Index as determined by the Calculation Agent is
less than the Knock-in Level on the Knock-in Determination Day.
Knock-in Determination
Day:
Means Valuation Date
Additional Terms:
Valuation Date
If the Valuation Date is a Disrupted Day with respect to an Index, then the determination of the level
of the Index or Indices with respect to which such Disrupted Day has occurred will be postponed to
the next day that is not a Disrupted Day with respect to such Index, subject to the limit of Scheduled
Trading Days specified under the heading “Specific Number” below (the final Scheduled Trading
Day of such period, the “Ultimate Valuation Date”). If the determination of such Index is postponed
to the Ultimate Valuation Date, the Calculation Agent will determine the level of the affected Index in
accordance with the provisions set forth under clause c(ii)(B) of “Terms and Conditions for Index-
Linked Notes (Single Index)” of the Index-Linked Notes Product Supplement.
In the event that any such postponement makes it impossible to calculate the payment due on the
Notes on the Maturity Date, then such payment will be postponed until the second Business Day
following the day on which such calculation is determined
Specific Number Two (2) Scheduled Trading Days
PS-7
Additional Terms Specific to the Notes
You should read this Pricing Supplement together with the Base Offering Memorandum dated April 23, 2015 as supplemented
from time to time relating to our medium-term notes of which the Notes are a part, and the more detailed information contained in
the Index-Linked Notes Product Supplement dated April 23, 2015. This Pricing Supplement, together with the documents listed
below, contain the terms of the Notes and supersede all other prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample
structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters set forth
in “Selected Risk Considerations” in this Pricing Supplement, “Risk Factors Relating to Notes” in the accompanying Index-Linked
Notes Product Supplement and “Risk Factors” in the accompanying Base Offering Memorandum, as the Notes involve risks not
associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisers
before you invest in the Notes. Please note that the Base Offering Memorandum incorporates by reference certain documents
(including Risk Factors relating to Natixis) that are available on the Natixis website (www.natixis.com). Other information on the
website is not incorporated by reference.
You may access the Base Offering Memorandum and the Index-Linked Notes Product Supplement as follows:
Index-Linked Notes Product Supplement dated April 23, 2015: