SBB - comment

SBB has proposed to buy back and subsequently cancel all outstanding D shares, which we see as broadly positive for the overall credit. The key rationale is to remove an impediment to raising capital: the D shares carry a cumulative dividend entitlement, which has become increasingly problematic since SBB stopped paying dividends, with the accumulated dividend limit now at SEK 5/share.

D shareholders will be offered either SEK 7.94 in cash or 1.567 B shares, with both alternatives representing a premium to the current D-share price. The cash consideration is a 45.4% premium to yesterday’s close, but importantly exactly matches SBB’s reported long-term NAV per ordinary share as of June 2026.

The transaction therefore gives D holders the option to cash out at NAV or remain invested through B shares, while removing the D-share overhang and simplifying SBB’s capital structure. We see the improved ability to raise equity and use shares as acquisition currency as positive for creditors, although there will be a cash leakage if shareholders take the cash option.