Successful EUR 60 Million Tier 2 Subordinated Notes Issuance by Gorenjska Banka

Carsted Rosenberg is pleased to announce its role as process agent in connection with the successful issuance of EUR 60 million Callable Subordinated Notes (Tier 2) by Gorenjska Banka d.d., Kranj (GB). This strategically important debt capital markets transaction was designed to reinforce the bank’s regulatory capital structure and was met with strong demand from institutional investors. The transaction was led by Wolf Theiss as counsel for the issuer and Clifford Chance as counsel for the sole bookrunner Commerzbank.

Key Transaction Details

The EUR 60 million subordinated notes were issued on 16 October 2025. The notes carry a fixed coupon of 6.750% per annum, mature in 2035, and include a call option exercisable after five years on October 16, 2030. The issuance was successfully admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The proceeds will be used to optimise Gorenjska Banka's capital structure and for general corporate purposes.

Transaction Parties

The key entities and advisers mandated for this complex regulatory capital transaction were:

Role	Entity	Jurisdiction/Law
Issuer	Gorenjska Banka D.D., KRANJ	Slovenia
Sole Bookrunner	Commerzbank Aktiengesellschaft	Germany
Principal Paying Agent & Calculation Agent	The Bank of New York Mellon, London Branch	United Kingdom
Independent Auditors	BDO	Slovenia
Legal Adviser (Issuer)	Wolf Theiss	Slovenian law
Legal Adviser (Sole Bookrunner)	Clifford Chance	German law
Process Agent	Carsted Rosenberg	Germany

Trusted Process Agent Expertise

As the appointed process agent, Carsted Rosenberg fulfilled the administrative process agent function required for the transaction, a requirement for ensuring the compliant execution of the cross-border issuance, particularly as the Notes are governed by German law (as to form and content) and subject to the jurisdiction of the courts of Frankfurt am Main. Carsted Rosenberg's expertise in supporting cross-border bond issuances contributed to the successful conclusion of Gorenjska Banka's transaction in cooperation with the lead legal advisers Wolf Theis in Ljubljana and Clifford Chance in Frankfurt the lead legal advisers.

Further Information

If you are considering a bond issuance or other securities offering, contact please contact any of Michael Rosenberg or Andreas Tamasauskas at Carsted Rosenberg to learn how our process agent services in Germany can streamline your capital markets transaction.

About Carsted Rosenberg

Carsted Rosenberg is a specialist international law firm with a focus on cross-border banking & finance, capital markets, mergers & acquisitions and corporate & commercial matters.

Carsted Rosenberg provides high-end legal counsel services in connection with large-scale cross-border transactions with a particular focus on the Danish market. Our clients rely on us for pragmatic advice and transactional excellence. We specialise in matters that require transactional expertise, considerable cross-border experience and a high degree of proficiency and efficiency.