FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Report of Foreign Private Issuer

 

Dated August 3, 2022

 

Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

 

Aktiebolaget Svensk Exportkredit (publ)
Swedish Export Credit Corporation

(Translation of Registrant’s Name into English)

 

Fleminggatan 20

SE-112 26 Stockholm

Sweden

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F   x Form 40-F   ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):   N/A

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):   N/A

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes   ¨ No   x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

 

 

 

 

 

This report on Form 6-K, including the exhibits hereto, is hereby incorporated by reference, in its entirety, into the registration statement on Form F-3 (File No. 333-249829) of Aktiebolaget Svensk Exportkredit (publ) (“SEK”).

 

Exhibit No. Description of Document
   
5(a) Opinion of Wistrand Advokatbyrå Stockholm KB, Swedish counsel to SEK, relating to SEK’s issuance of US$800,000,000 aggregate principal amount of the Medium-Term Notes, Series G, identified as Floating Rate Notes due August 3, 2026.
   
5(b) Opinion of Cleary Gottlieb Steen & Hamilton LLP relating to SEK’s issuance of US$800,000,000 aggregate principal amount of the Medium-Term Notes, Series G, identified as Floating Rate Notes due August 3, 2026.
   
23(a)  Consent of Wistrand Advokatbyrå Stockholm KB (included in Exhibit 5(a)).
   
23(b)  Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5(b)).

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: August 3, 2022

 

  AKTIEBOLAGET SVENSK EXPORTKREDIT (publ)
  (Swedish Export Credit Corporation)
     
     
  By: /s/ Mats Axelman
    Mats Axelman, Director
     
  By: /s/ Jonas Ljungström
    Jonas Ljungström, Director

 

 

 


 

Exhibit 5(a)

 

 

Aktiebolaget Svensk Exportkredit (publ)

(Swedish Export Credit Corporation)

Fleminggatan 20

SE-112 26 STOCKHOLM

Sweden

 

Stockholm, 3 August 2022

70075-501.B/MP/EH

 

Ladies and Gentlemen,

 

We have acted as Swedish counsel to Aktiebolaget Svensk Exportkredit (publ) (Swedish Export Credit Corporation), a Swedish limited liability company (the “Company”) in connection with the Company’s offering of US$800,000,000 aggregate principal amount of the Company’s Medium-Term Notes, Series G, Floating Rate Notes due 3 August 2026 (the “Notes”), pursuant to a registration statement on Form F-3, as amended as of its most recent effective date of 26 July 2022 (insofar as it relates to the Notes, the “Registration Statement”); the related prospectus dated 3 November 2020 (the “Prospectus”); the supplement to the Prospectus dated 3 November 2020; the prospectus addendum dated 26 February 2021, and the pricing supplement related to the Notes dated 26 July 2022 (the “Pricing Supplement”). The Notes were issued in accordance with the provisions of an indenture, dated as of 15 August 1991 (the “1991 Indenture”), as supplemented by a first supplemental indenture dated as of 2 June 2004 (the “First Supplemental Indenture”); a second supplemental indenture dated as of 30 January 2006 (the “Second Supplemental Indenture”); a third supplemental indenture dated as of 23 October 2008 (the “Third Supplemental Indenture”; a fourth supplemental indenture dated 8 March 2010 (the "Fourth Supplemental Indenture"), and a fifth supplemental indenture dated 3 November 2020 (the "Fifth Supplemental Indenture" and, together with the First Supplemental Indenture; the Second Supplemental Indenture; the Third Supplemental Indenture, and the Fourth Supplemental Indenture, the "Supplements"), each between the Company and The Bank of New York Mellon Trust Company, N.A. (in part, as successor in interest to J.P. Morgan Trust Company, N.A. and The First National Bank of Chicago), which serves as the trustee thereunder (the “Trustee”). The 1991 Indenture and the Supplements are herein referred to together as the “Indenture”.

 

 

 

 

In connection with the foregoing, we have examined originals or copies of such documents, corporate records and other instruments as we have deemed necessary for the purposes of this letter, including the following:

 

A.                                           the articles of association (Sw. bolagsordning) of the Company adopted on 28 April 2014 and approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen) as of 3 July 2014;

 

B.                                            the certificates of registration (Sw. registreringsbevis) for the Company, issued by the Swedish Companies Registration Office (Sw. Bolagsverket) dated 2 November 2020 and 2 August 2022, respectively, showing relevant entries in the Swedish Companies Register (Sw. bolagsregistret);

 

C.                                            copies of the 1991 Indenture and the Supplements, filed with the United States Securities and Exchange Commission (the “Commission”) and incorporated by reference into the Registration Statement as exhibits thereto;

 

D.                                            copies of minutes from meetings of the Board of Directors of the Company when the 1991 Indenture and the Supplements were authorised;

 

E.                                             a certificate from Karl Johan Bernerfalk, Secretary to the Board of Directors of the Company, dated 2 November 2020, confirming that the Board of Directors of the Company on 22 October 2020 resolved to approve the Registration Statement and thereto related documents;

 

F.                                             copies of internal delegation instructions of the Company, relevant in relation to the issue of the Notes;

 

G.                                            copies of the power of attorney/signature book valid from 28 June 2022 and 27 July 2022, respectively, each issued by Lennart Jacobsen, Chairman of the Board of Directors of the Company, and Magnus Montan, CEO of the Company;

 

I.                                              a copy of the agency agreement, dated as of 3 November 2020, between the Company and the agents named therein;

 

J.                                             a copy of the terms agreement, dated as of 26 July 2022, between the Company and Barclays Bank Ireland PLC; Daiwa Capital Markets Europe Limited, and Nomura Financial Products Europe GmbH;

 

K.                                            the terms of the Notes as set out in the Pricing Supplement, and

 

 

 

 

L.                                             a facsimile copy of the master global note, including the rider thereto, representing the Company’s Medium-Term Notes, Series G, as executed by the Company and authenticated by the Trustee.

 

For the purposes of this letter we have, except as set out herein, made no examination of the files or records of any company or any governmental or regulatory agency or authority or any other entity or person nor have we examined any other documents or instrument than those explicitly set out herein.

 

Based on the foregoing, it is our opinion that under Swedish law as in force at the date hereof:

 

1.                                            The Company is a limited liability company duly organised and validly existing under the laws of Sweden and, based on a telephone enquiry with the District Court of Stockholm (Sw. Stockholms tingsrätt) and a search at the Swedish Companies Registration Office, which enquiry and search are not conclusive, the Company is not in liquidation (Sw. likvidation) or bankruptcy (Sw. konkurs) and to the best of our knowledge (without having made any specific enquiry save for the search at the Swedish Companies Registration Office) no steps have been taken or are being taken to wind up (Sw. likvidera) the Company.

 

2.                                             Each of (i) the 1991 Indenture; (ii) the First Supplemental Indenture; (iii) the Second Supplemental Indenture; (iv) the Third Supplemental Indenture; (v) the Fourth Supplemental Indenture, and (vi) the Fifth Supplemental Indenture has been duly authorised and executed by the Company, and each of the 1991 Indenture; the First Supplemental Indenture; the Second Supplemental Indenture; the Third Supplemental Indenture; the Fourth Supplemental Indenture, and the Fifth Supplemental Indenture is a valid and legally binding instrument of the Company enforceable in accordance with its terms under the laws of Sweden.

 

3.                                             The issuance and execution by the Company of the Notes have been duly authorised by all necessary corporate action of the Company; the Notes have been duly executed by the Company under the laws of Sweden, and the Notes constitute valid and legally binding unsecured general obligations of the Company enforceable in accordance with their terms under the laws of Sweden and are entitled to the benefit of the Indenture.

 

4.                                            The Company possesses the corporate power to issue the Notes and to perform its obligations under the Indenture.

 

 

 

 

In rendering the foregoing opinions, we have relied as to certain factual matters upon certificates and statements of officers of the Company and of public officials and we have further assumed the genuineness of all signatures on all documents and the completeness and conformity to original documents of all copies submitted to us and that any resolutions passed at any meetings of the Board of Directors of the Company, and all other authorisations, powers and authorities produced to us, remain in full force and effect and have not been revoked, superseded or varied. Nothing in this opinion must be taken as indicating that the obligations discussed herein would be enforceable prior to other unsecured general obligations of the Company.

 

We express no opinion whatsoever as to the laws of any jurisdiction other than Sweden and have assumed that there is no provision of any law of any jurisdiction (other than Sweden) which would have any implication on the opinions expressed above. Further, we have assumed that any document or obligation governed by laws other than those of Sweden is (or, in respect of documents or obligations governed in part by laws other than those of Sweden and in part by the laws of Sweden, such as the Indenture, the portions thereof that are governed by laws other than those of Sweden are) under such laws legal, valid, binding and enforceable and that all documents have been duly authorised and duly executed by all parties thereto (other than the Company).

 

The opinions expressed above are subject to the qualification that the enforcement of any agreement, guarantee or instrument may be limited by bankruptcy, insolvency, liquidation, reorganisation, resolution, limitation, moratorium, stay and other laws of general application regarding or affecting the rights of creditors generally and general equitable principles. Without limiting the generality of the foregoing, the enforcement of any agreement, guarantee or instrument may be limited or affected by the application of Directive 2014/59/EU of the European Parliament and of the Council of 15 May 2014 (as amended, supplemented or replaced), establishing a framework for the recovery and resolution of credit institutions and investment firms as implemented in Sweden pursuant to inter alia the Swedish Resolution Act (Sw. lag (2015:1016) om resolution) (together, the "BRRD Legislation"), including but not limited to in respect of debt write-down tools within the BRRD Legislation pursuant to which claims under the Notes may be written down, converted or stayed (or the maturity, interest rate or interest payment date for the Notes may be amended or changed).

 

This opinion is rendered in Sweden and shall be governed by and construed in accordance with Swedish law.

 

We hereby consent to the filing of this opinion as Exhibit 5(a) to the Company’s Report on Form 6-K dated 3 August 2022, without thereby admitting that we come within the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended (the “Securities Act”), or the rules and regulations of the Commission issued thereunder, nor that we are “experts” under the Securities Act, or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.

 

 

 

 

The opinions expressed herein are rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinions expressed herein.

 

Very truly yours,

WISTRAND ADVOKATBYRÅ STOCKHOLM KB

 

/s/ Monica Petersson     /s/ Erik Hygrell
Monica Petersson      Erik Hygrell

 

 

 


 

Exhibit 5(b)

 

August 3, 2022

 

Aktiebolaget Svensk Exportkredit (publ)

(Swedish Export Credit Corporation)

Fleminggatan 20

P.O. Box 194

SE-112 26 Stockholm

Sweden

 

Ladies and Gentlemen:

 

We have acted as special United States counsel in connection with the offering by Aktiebolaget Svensk Exportkredit (publ) (Swedish Export Credit Corporation), a Swedish public limited liability company (the “Company”), pursuant to a registration statement on Form F-3 (No. 333-249829) of US$800,000,000 aggregate principal amount of the Company’s Medium-Term Notes, Series G, identified as Floating Rate Notes due August 3, 2026 (the “Notes”). Such registration statement, as amended as of its most recent effective date (July 26, 2022), insofar as it relates to the Notes (as determined for purposes of Rule 430B(f)(2) under the U.S. Securities Act of 1933, as amended (the “Securities Act”)), including the documents incorporated by reference therein but excluding Exhibit 25, is herein called the “Registration Statement;” the related prospectus dated November 3, 2020, included in the Registration Statement filed with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Base Prospectus;” the prospectus supplement dated November 3, 2020, included in the Registration Statement filed with the Commission under the Securities Act, including the documents incorporated by reference therein, is herein called the “Prospectus Supplement;” the prospectus addendum dated February 26, 2021, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus Addendum;” and the pricing supplement, dated July 26, 2022, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated by reference therein, is herein called the “Final Pricing Supplement.” The Base Prospectus, the Prospectus Supplement and the Prospectus Addendum together are herein called the “Pricing Prospectus,” and the Base Prospectus, the Prospectus Supplement, the Prospectus Addendum and the Final Pricing Supplement together are herein called the “Final Prospectus.”

 

The Notes were issued pursuant to an indenture dated as of August 15, 1991 (the “Base Indenture”), as supplemented by a first supplemental indenture dated as of June 2, 2004 (the “First Supplemental Indenture”), a second supplemental indenture dated as of January 30, 2006 (the “Second Supplemental Indenture”), a third supplemental indenture dated as of October 23, 2008 (the “Third Supplemental Indenture”), a fourth supplemental indenture dated as of March 8, 2010 (the “Fourth Supplemental Indenture”), and a fifth supplemental indenture dated as of November 3, 2020 (the “Fifth Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A. (in part, as successor in interest to J.P. Morgan Trust Company, N.A. and The First National Bank of Chicago), as Trustee (the “Trustee”).

 

 

 

 

In arriving at the opinion expressed below, we have reviewed the following documents:

 

(a)the Registration Statement;

 

(b)the Pricing Prospectus;

 

(c)the Final Prospectus;

 

(d)an executed copy of the agency agreement dated as of November 3, 2020 among the Company and the agents named therein;

 

(e)an executed copy of the terms agreement dated as of July 26, 2022 among the Company, Barclays Bank Ireland PLC, Daiwa Capital Markets Europe Limited and Nomura Financial Products Europe GmbH;

 

(f)a copy of the master global note, including the rider thereto, representing the Company’s Medium-Term Notes, Series G, as executed by the Company and authenticated by the Trustee; and

 

(g)an executed copy of each of the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture.

 

In addition, we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.

 

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

 

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes are the valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture, except we express no opinion as to the validity, binding nature or enforceability of any provisions of the Notes or the Indenture that are expressed to be governed by Swedish law.

 

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity, (c) we express no opinion with respect to the effect of any mandatory choice of law rules and (d) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

 

 

 

 

With respect to the second sentence of Section 115 of the Base Indenture (and any similar provision of the Notes), we express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Indenture or the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. §1332 does not exist. We note that the enforceability of the waiver of immunities by the Company set forth in Section 115 of the Base Indenture (and any similar provision of the Notes) is subject to the limitations imposed by the U.S. Foreign Sovereign Immunities Act of 1976. We note that any designation in Section 115 of the Base Indenture (and any similar provision of the Notes) of the U.S. federal courts sitting in New York City as the venue for actions or proceedings relating to the Indenture or the Notes (notwithstanding any waiver thereof) is subject to the power of such courts to transfer actions pursuant to 28 U.S.C. §1404(a) or to dismiss such actions or proceedings on the grounds that such a federal court is an inconvenient forum for such an action or proceeding.

 

The foregoing opinion is limited to the law of the State of New York.

 

We hereby consent to the filing of this opinion letter as Exhibit 5(b) to the Company’s Report on Form 6-K dated August 3, 2022. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you or any other person, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

  Very truly yours,
   
  CLEARY GOTTLIEB STEEN & HAMILTON LLP
   
   
  By: /s/ Sebastian R. Sperber
    Sebastian R. Sperber, a Partner