NATIXIS US MEDIUM-TERM NOTE PROGRAM LLC

Transcription

1 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 dated September 13, 2016 (Subject to Completion) To the Index Product Supplement dated April 22, 2016 (the Index Product Supplement ) and the Base Offering Memorandum dated April 22, 2016 (the Base Offering Memorandum ) Relating to the Natixis US Medium Term Note Program NATIXIS US MEDIUM-TERM NOTE PROGRAM LLC Series 2016-[ ] Guaranteed by the New York Branch of Natixis Phoenix Callable Notes due September 29, 2031 Linked to the Lowest Performing of Two Indices (the EURO STOXX 50 Index, and the Russell 2000 Index Principal at risk securities Summary Terms This Pricing Supplement relates to the offering of the Series 2016-[ ] Notes (the Notes ). The Notes are linked to the performance of the Indices set forth in Table #1. The Notes will pay a Contingent Coupon equal to $7.92 per $1,000 Calculation Amount of Notes (equivalent to a Contingent Coupon Rate of % per calendar month or 9.50% per annum) on each periodic Contingent Coupon Payment Date, if and only if, on the related Contingent Coupon Observation Date, the Closing Level of each Index is greater than or equal to its Barrier Level as set forth in Table #1. Otherwise, no Contingent Coupon will be paid on the immediately following Contingent Coupon Payment Date. Beginning on September 29, 2017, and on each monthly Contingent Coupon Payment Date thereafter, the Notes are subject to early redemption, in whole but not in part, at the sole option of the Issuer ( Issuer Call ), for a cash amount equal to 100% of the principal amount of the Notes held by such investor, together with any Contingent Coupon Amount that would otherwise also be payable on such Contingent Coupon Payment Date. No further payments will be made on the Notes once redeemed. At maturity, if the Notes have not previously been previously redeemed: If the Final Level of the Lowest Performing Index is greater than or equal to its applicable Knock-in Level (65% of its Initial Level), then your Final Redemption Amount per $1,000 Calculation Amount of Notes will be a cash payment of $1,000. If the Final Level of the Lowest Performing Index is less than its Knock-in Level, then the Final Redemption Amount will be significantly less than the Principal Amount of your Notes, resulting in a loss of 1% (or a fraction thereof) of the Principal Amount for every 1% (or a fraction thereof) that the Final Level of the Lowest Performing Index is less than its Initial Level. In this case, you will lose a significant portion or all of your investment. The Notes have a term of 15 years. The Maturity Date is September 29, 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. Any 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-13 of this Pricing Supplement, Risk Factors Relating to the Notes beginning on page 6 of the accompanying Index 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 Placement Agent for this offering, Natixis Securities Americas LLC, is our affiliate. Please see Supplemental Plan of Distribution (Conflicts of Interest) on the last page in this Pricing Supplement for additional information. By acquiring the Notes, you acknowledge, accept, consent to and agree to be bound by the effect of the exercise of the Bail-in Power and acknowledge and agree that the terms of the Notes are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Power by the Relevant Resolution Authority. Upon the exercise of the Bail-in Power, you may lose some or all of your investment. Please see Terms and Conditions of the Notes of the Base Offering Memorandum for additional information. 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 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

2 Terms of the Notes Please refer to the information and definitions included in the accompanying Base Offering Memorandum and Index Product Supplement, including information on important consequences in the event of certain changes to an Index or a trading, exchange or market disruption with respect to the Indices. Unless otherwise stated in this Pricing Supplement, these Notes will incorporate by reference the terms of Index-Linked Notes (Basket) as described in the Index Product Supplement with respect to the Indices. Unless otherwise defined herein, capitalized terms used in this Pricing Supplement have the definitions assigned to them in the accompanying Index Product Supplement or the Base Offering Memorandum. General Terms: Issuer: Calculation Agent: Guarantor: Placement Agent: Specified Currency: Denomination/Principal Amount per Note: Natixis US Medium-Term Note Program LLC Natixis Natixis acting through its New York Branch Natixis Securities Americas LLC USD Calculation Amount: $1,000 Aggregate Principal Amount: Minimum denominations 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. $[ ] Issue Price: At Variable Prices CUSIP / ISIN: 63873HHR8 / US63873HHR84 Strike Date: Expected to be September 26, 2016 Trade Date: Expected to be September 26, 2016 Issue Date: Expected to be September 29, 2016 Final Valuation Date: September 24, 2031, subject to the Valuation Postponement provisions set forth below. Maturity Date: September 29, 2031, subject to the Valuation Postponement provisions set forth below. Table #1: Index EURO STOXX 50 Index Russell 2000 Index Indices: Index Sponsor: Closing Level: Initial Level: Final Level: Barrier Level: Separate Valuation: Principal at Risk: Ticker Symbol Index Sponsor Initial Level Barrier Level Knock-in Level SX5E STOXX Limited [ ] RTY Russell Investments [ ] [ ] (75% of the Initial Level) [ ] (75% of the Initial Level) [ ] (65% of the Initial Level) [ ] (65% of the Initial Level) As set forth in Table #1 of this Pricing Supplement. See Description of the Indices below. As set forth in Table #1 in this Pricing Supplement. On any Scheduled Trading Day, the Closing Level of each Index is the official closing level of such Index on such Scheduled Trading Day, as determined by the Calculation Agent, subject to the terms and conditions set forth in the definition of Valuation Time in Terms and Conditions of the Index-Linked Notes (Basket) of the Index Product Supplement. The Initial Level of each Index is the Closing Level of such Index on the Strike Date, as set forth in Table #1 in this Pricing Supplement, subject to the terms and conditions set forth in the definition of Initial Level in Terms and Conditions of the Index-Linked Notes (Basket) of the Index Product Supplement. The Final Level of each Index is the Closing Level of such Index on the Final Valuation Date. As set forth in Table #1 in this Pricing Supplement. Applicable. For additional information, see Terms and Conditions of the Index-Linked Notes (Basket) of the Index Product Supplement. As set forth under Payment at Maturity below, you may lose all or a substantial portion of your initial investment at maturity if the Final Level of the Lowest Performing Index is below its Knock-in Level. Commissions and Issue Price: Price to Investors (i) Discounts and Commissions (iii) Proceeds to issuer Per Note... At Varying Prices ii) $[ ] $[ ] Total... At Varying Prices $[ ] $[ ]

3 (i) (ii) The proceeds you might receive if you were able to resell the Notes on the Trade Date are expected to be less than the Issue Price of the Notes. This is because the Issue Price includes the Placement Agent and Selected Dealers discounts and commissions set forth above and also reflects certain hedging costs associated with the Notes. 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 $[ ]; and provided, further, for all the Notes, no such price will be more than $1,000 per $1,000 principal 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-[15] of this Pricing Supplement. (iii) We are offering the Notes through our affiliate Natixis Securities Americas LLC, acting as Placement Agent. Selected Dealers will purchase the Notes from the Placement Agent at an agreed concession of up to $[ ] per $1,000 Calculation Amount. Please see Supplemental Plan of Distribution (Conflicts of Interest) on the last page of this Pricing Supplement for additional information about fees and commissions. Payment of Contingent Coupon: Contingent Coupon: Contingent Coupon Rate: Contingent Coupon Observation Dates / Contingent Coupon Payment Dates: Subject to Early Redemption, if on any Contingent Coupon Observation Date, the Closing Level of each Index on such Contingent Coupon Observation Date is greater than or equal to its Barrier Level, as determined by the Calculation Agent, then we will pay the Contingent Coupon of $7.92 per $1,000 Calculation Amount of Notes on the corresponding Contingent Coupon Payment Date You may not receive any Contingent Coupon on any Contingent Coupon Payment Date or even over the entire term of the Notes % per calendar month (representing a Contingent Coupon Rate of 9.50% per annum) Monthly. Each Contingent Coupon Observation Date and the corresponding Contingent Coupon Payment Date is as set forth below. Each Contingent Coupon Observation Date is subject to Valuation Postponement and each Contingent Coupon Payment Date is subject to Valuation Postponement and the Business Day Convention as described below. Contingent Coupon Observation Date Contingent Coupon Payment Date 1 October 26, 2016 October 31, November 23, 2016 November 29, December 23, 2016 December 29, January 25, 2017 January 30, February 23, 2017 February 28, March 24, 2017 March 29, April 26, 2017 May 1, May 24, 2017 May 30, June 26, 2017 June 29, July 26, 2017 July 31, August 24, 2017 August 29, September 26, 2017 September 29, October 25, 2017 October 30, November 24, 2017 November 29, December 22, 2017 December 29, January 24, 2018 January 29, February 23, 2018 February 28, March 26, 2018 March 29, April 25, 2018 April 30, May 23, 2018 May 29, June 26, 2018 June 29, July 25, 2018 July 30, August 24, 2018 August 29, September 26, 2018 October 1, October 24, 2018 October 29, November 26, 2018 November 29, December 24, 2018 December 31, January 24, 2019 January 29, February 25, 2019 February 28, March 26, 2019 March 29, April 24, 2019 April 29, May 23, 2019 May 29, June 26, 2019 July 1, July 24, 2019 July 29, August 26, 2019 August 29, September 25, 2019 September 30, 2019 PS-3

4 37 October 24, 2019 October 29, November 25, 2019 November 29, December 23, 2019 December 30, January 24, 2020 January 29, February 26, 2020 March 2, March 25, 2020 March 30, April 24, 2020 April 29, May 26, 2020 May 29, June 24, 2020 June 29, July 24, 2020 July 29, August 26, 2020 August 31, September 24, 2020 September 29, October 26, 2020 October 29, November 24, 2020 November 30, December 23, 2020 December 29, January 26, 2021 January 29, February 24, 2021 March 1, March 24, 2021 March 29, April 26, 2021 April 29, May 26, 2021 June 1, June 24, 2021 June 29, July 26, 2021 July 29, August 25, 2021 August 30, September 24, 2021 September 29, October 26, 2021 October 29, November 23, 2021 November 29, December 23, 2021 December 29, January 26, 2022 January 31, February 23, 2022 February 28, March 24, 2022 March 29, April 26, 2022 April 29, May 25, 2022 May 31, June 24, 2022 June 29, July 26, 2022 July 29, August 24, 2022 August 29, September 26, 2022 September 29, October 26, 2022 October 31, November 23, 2022 November 29, December 23, 2022 December 29, January 25, 2023 January 30, February 23, 2023 February 28, March 24, 2023 March 29, April 26, 2023 May 1, May 24, 2023 May 30, June 26, 2023 June 29, July 26, 2023 July 31, August 24, 2023 August 29, September 26, 2023 September 29, October 25, 2023 October 30, November 24, 2023 November 29, December 22, 2023 December 29, January 24, 2024 January 29, February 26, 2024 February 29, March 26, 2024 March 29, April 24, 2024 April 29, May 23, 2024 May 29, June 26, 2024 July 1, July 24, 2024 July 29, August 26, 2024 August 29, 2024 PS-4

5 96 September 25, 2024 September 30, October 24, 2024 October 29, November 25, 2024 November 29, December 23, 2024 December 30, January 24, 2025 January 29, February 25, 2025 February 28, March 26, 2025 March 31, April 24, 2025 April 29, May 23, 2025 May 29, June 25, 2025 June 30, July 24, 2025 July 29, August 26, 2025 August 29, September 24, 2025 September 29, October 24, 2025 October 29, November 25, 2025 December 1, December 22, 2025 December 29, January 26, 2026 January 29, February 25, 2026 March 2, March 25, 2026 March 30, April 24, 2026 April 29, May 26, 2026 May 29, June 24, 2026 June 29, July 24, 2026 July 29, August 26, 2026 August 31, September 24, 2026 September 29, October 26, 2026 October 29, November 24, 2026 November 30, December 23, 2026 December 29, January 26, 2027 January 29, February 24, 2027 March 1, March 23, 2027 March 29, April 26, 2027 April 29, May 26, 2027 June 1, June 24, 2027 June 29, July 26, 2027 July 29, August 25, 2027 August 30, September 24, 2027 September 29, October 26, 2027 October 29, November 23, 2027 November 29, December 23, 2027 December 29, January 26, 2028 January 31, February 24, 2028 February 29, March 24, 2028 March 29, April 26, 2028 May 1, May 24, 2028 May 30, June 26, 2028 June 29, July 26, 2028 July 31, August 24, 2028 August 29, September 26, 2028 September 29, October 25, 2028 October 30, November 24, 2028 November 29, December 22, 2028 December 29, January 24, 2029 January 29, February 23, 2029 February 28, March 26, 2029 March 29, April 25, 2029 April 30, May 23, 2029 May 29, June 26, 2029 June 29, July 25, 2029 July 30, 2029 PS-5

6 155 August 24, 2029 August 29, September 26, 2029 October 1, October 24, 2029 October 29, November 26, 2029 November 29, December 24, 2029 December 31, January 24, 2030 January 29, February 25, 2030 February 28, March 26, 2030 March 29, April 24, 2030 April 29, May 23, 2030 May 29, June 26, 2030 July 1, July 24, 2030 July 29, August 26, 2030 August 29, September 25, 2030 September 30, October 24, 2030 October 29, November 25, 2030 November 29, December 23, 2030 December 30, January 24, 2031 January 29, February 25, 2031 February 28, March 26, 2031 March 31, April 24, 2031 April 29, May 23, 2031 May 29, June 25, 2031 June 30, July 24, 2031 July 29, August 26, 2031 August 29, September 24, 2031 September 29, 2031 Barrier Level For each Index, 75% of the Initial Level of such Index, as determined by the Calculation Agent, as set forth in Table #1 (above) in this Pricing Supplement. Payment upon Issuer Optional Redemption: Redemption at the Option of the Issuer Issuer Call: Optional Redemption Amount: Optional Redemption Dates: 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 ), at an amount equal to the Optional Redemption Amount. The Optional Redemption Amount per Note payable by the Issuer on the related Optional Redemption Date will be an amount in the Specified Currency per Calculation Amount of Notes equal to 100% of the Calculation Amount. In addition to the Optional Redemption Amount, the Issuer will also pay on the Optional Redemption Date any applicable Contingent Coupon Amount with respect to the Contingent Coupon Payment Date that occurs on the Optional Redemption Date. Monthly. On each Contingent Coupon Payment Date from and including the first Contingent Coupon Payment Date scheduled to occur September 29, 2017, to but excluding the Maturity Date. The Optional Redemption Date is subject to postponement if the relevant Contingent Coupon Observation Date is postponed, as described under Valuation Postponement below. Payment at Maturity: Final Redemption Amount: Knock-in Event: Knock-in Level: Lowest Performing Index: Index Performance: At maturity, if the Notes have note previously been early redeemed, we will pay a Final Redemption Amount in cash per $1,000 Calculation Amount of Notes as follows: If a Knock-in Event has NOT occurred, $1,000 in cash; or If a Knock-in Event HAS occurred: $1,000 + ($1,000 x Index Performance of the Lowest Performing Index) If a Knock-in Event has occurred and the Final Level of the Lowest Performing Share is less than its Initial Level, you will lose a significant portion or all of your investment. Applicable. A Knock-in Event occurs if the Final Level of the Lowest Performing Index, as determined by the Calculation Agent, is less than its Knock-in Level. With respect to each Index, as set forth in Table #1 (above) in this Pricing Supplement. Means, the Index with the Lowest Index Performance. Means, in respect of each Index, (i) the Final Level of such Index minus its Initial Level (ii) divided by PS-6

7 Additional Terms: its Initial Level. Valuation Postponement: Valuation Date: Specific Number: Business Day Convention: Business Day: Scheduled Trading Day: If any Scheduled Trading Day on which the Closing Level of an Index is to be determined is a Disrupted Day, then such date for such Index will be postponed to the next day that is not a Disrupted Day within the limit of days specified under Specific Number. If the last day within the limit of days specified under Specific Number is a Disrupted Day, then such last day will be the day on which the Closing Level of an Index is determined, notwithstanding the fact that such day is a Disrupted Day, and the relevant level will be the Calculation Agent s good faith estimate of the level of the Index as of the Valuation Time on such date. If the postponement of any Valuation Date makes it impossible to calculate the payment due on any Notes on the related Contingent Coupon Payment Date, the Early Redemption Date and/or the Maturity Date (as the case may be), then such payment will be postponed until the first Business Day following the Scheduled Trading Day on which such calculation is possible within the limit of days specified under Specific Number below, and for the avoidance of doubt, no additional interest shall accrue or be payable as a result of such postponement. Any Contingent Coupon Observation Date, Early Redemption Valuation Date and the Final Valuation Date. In respect of any Valuation Date: 3 Scheduled Trading Days. Following Business Day Convention. If a scheduled Contingent Coupon Payment Date, an Early Redemption Date or the Maturity Date (as applicable) is not a Business Day, then any 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. With respect to any Index, any day on which the (i) the applicable Index Sponsor is scheduled to publish the level of such Index; and (ii) the Related Exchange is scheduled to be open for trading for its regular trading sessions (see the full definition of Scheduled Trading Day in Terms and Conditions of the Index-Linked Notes (Basket) in the Index Product Supplement). PS-7

8 Additional Terms Specific to the Notes You should read this Pricing Supplement together with the Base Offering Memorandum relating to our medium-term notes, of which the Notes are a part, dated April 22, 2016, as supplemented from time to time, as well as the more detailed information contained in the Index-Linked Notes Product Supplement dated April 22, 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 the 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 ( 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 22, 2016: Base Offering Memorandum dated April 22, 2016: Certain information that Natixis has made publicly available has been incorporated by reference in this Pricing Supplement. The information incorporated by reference is an important part of this Pricing Supplement. This Pricing Supplement should be read and construed in conjunction with the English translation of the Natixis registration document 2015 (document de référence) (the 2015 Natixis Registration Document ), available at and the first update to the 2015 Natixis Registration Document, available at Update to 2015 Natixis Registration Document, each of which is incorporated by reference (to the extent set forth in the Base Offering Memorandum) and forms part of this Pricing Supplement. PS-8

9 Hypothetical Examples of Amounts Payable on the Notes The tables and hypothetical example set forth below are for illustrative purposes only. The actual returns applicable to a purchaser of the Notes will be determined on the Observation Dates (including on the Valuation Date). The following results are based solely on the hypothetical examples cited below. You should consider carefully whether the Notes are suitable to your investment goals. The numbers appearing below may have been rounded for ease of analysis. Hypothetical Contingent Coupon and Final Redemption Amount Tables and Examples The tables and example below illustrate hypothetical Contingent Coupons and Final Redemption Amounts payable at maturity on a $1,000 investment in the Notes. All payments on the Notes are subject to the credit risk of the Issuer and the Guarantor. The table below and examples are based on the following terms: the Notes have a term of exactly 15 years; the hypothetical Contingent Coupon Rate is equal to % per month (equivalent to a rate of 9.50% per annum) the hypothetical Contingent Coupon is equal to $7.92 per month; the hypothetical Barrier Level is 75% of the hypothetical Initial Level; the hypothetical Knock-in Level is 65% of the hypothetical Initial Level; The actual Initial Level, Barrier Level and Knock-in Level are set forth in Terms of the Notes. For historical data regarding the actual Closing Levels of the Indices, please see the historical information set forth under the section Description of the Indices. The actual amounts on the Notes will depend on several variables, including: whether the Closing Level of any Index is less than its Barrier Level on any Contingent Coupon Observation Date; and whether the Final Level of the Lowest Performing Index is less than its Knock-in Level. It is not possible to predict by how much the level of an Index will fluctuate in comparison to its Initial Level over the term of the Notes. Any payment you will be entitled to receive is subject to the ability of the Issuer to pay its obligations as they become due, and any payments due on the Notes, including any repayment of principal, will be subject to the credit risk of the Issuer and the Guarantor. Example of Contingent Coupon Payment and Early Redemption at the Option of the Issuer: Early Redemption at the Option of the Issuer occurs on the second Early Redemption Date. On the second Early Redemption Date, the Notes are called and redeemed at $1,000 per Note, and a Coupon of $7.92 per Note is paid on the related Contingent Coupon Payment Date. Because the Contingent Coupon Payment Date is the same as the Early Redemption Date, on such date, we will pay, per Calculation Amount, an amount equal to $1, PS-9

10 Hypothetical Final Redemption Amounts The table below illustrates the hypothetical Final Redemption Amounts per Calculation Amount of Notes for a hypothetical range of lowest Index Performances if the Notes have not been called by the Issuer prior to the Final Valuation Date.. Index Performance of Lowest Performing Index (%) Final Redemption Amount ($) Total Contingent Coupons 100% $1,000 90% $1,000 80% $1,000 70% $1,000 60% $1,000 50% $1,000 40% $1,000 30% $1,000 20% $1,000 10% $1,000 0% $1,000 (See Hypothetical Contingent Coupons table below) -10% $1,000-20% $1,000-30% $1,000-35% $1,000-40% $600-50% $500-60% $400-70% $300-80% $200-90% $ % $0 Hypothetical Contingent Coupons The table below illustrates the hypothetical Contingent Coupons per Calculation Amount of Notes for a hypothetical range of lowest Index Performances if the Notes have not been early redeemed prior to the Final Valuation Date. Number of Contingent Coupon Observation Dates where the Closing Level of Any Index is less than its Total Contingent Barrier Level Coupons No Contingent Coupon Observation Date $1, Contingent Coupon Observation Date $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, PS-10

11 38 Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $1, Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ PS-11

12 112 Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $ Contingent Coupon Observation Dates $0.00 PS-12

13 Selected Risk Considerations There are important differences between the Notes and a conventional debt security. An investment in the Notes involves significant risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the Notes in the Risk Factors Relating to the Notes beginning on page 6 of the Index Product Supplement and Risk Factors Risks relating to the Notes beginning on page 13 of the Base Offering Memorandum. You must rely on your own evaluation of the merits of an investment linked to an Index. We also urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Unlike conventional debt securities, your investment in the Notes may result in a loss. We may not pay you the Principal Amount of your Notes at maturity. If the Notes have not been early redeemed by us prior to maturity and if a Knock-in Event occurs (meaning that the Final Level of the Lowest Performing Index is less than its Knock-in Level), you will lose 1% (or a fraction thereof) for every 1% (or a fraction thereof) by which the Final Level of the Lowest Performing Index is less than its Initial Level. In this case, your Final Redemption Amount will be less, and potentially significantly less, than your Principal Amount. You could lose your entire investment. Unlike conventional debt securities, the Notes do not provide for regular fixed coupon payments. There can be no assurance that you will receive a Contingent Coupon on any Contingent Coupon Payment Date. Whether you receive a Contingent Coupon on any Contingent Coupon Payment Date will depend on the Closing Level of each Index on the preceding Contingent Coupon Observation Date. A Contingent Coupon will be payable on the Notes on the related Contingent Coupon Payment Date only if the Closing Level of each Index on the immediately preceding Contingent Coupon Observation Date is greater than or equal to its applicable Barrier Level. If the Closing Level of any Index on any Contingent Coupon Observation Date is less than its Barrier Level, you will not receive any Contingent Coupon on the immediately following Contingent Coupon Payment Date. It is possible that you will not receive any Contingent Coupons for the entire term of the Notes. If rates generally increase over the term of the Notes, it is more likely that the Contingent Coupon, if any, could be less than market rates at that time. This would have the further effect of decreasing the value of your Notes both nominally in terms of belowmarket coupon payments and in real terms. In addition, because the Contingent Coupon, if any, depends on the Closing Level of each Index on each Contingent Coupon Observation Date during the term of the Notes, it is possible that you will not be paid any Contingent Coupon (or you will be paid a below-market coupon relative to our conventional debt securities with a similar term) for the full term of the Notes, and still lose your investment. These Notes are not short-term investments, so you should carefully consider these risks before investing. The higher potential yield offered by the Notes is associated with greater risk that the Notes will not pay a Contingent Coupon on any Contingent Coupon Payment Date, or that you might lose some or all of your investment at maturity. The Notes may pay a Contingent Coupon, if any, with the potential to result in a higher yield than the yield on our conventional debt securities of the same maturity. You should understand that, in exchange for this potentially higher yield, you will be exposed to significantly greater risks than investors in our conventional debt securities. These risks include (i) the risk that the Contingent Coupons you receive, if any, will result in a yield on the securities that is lower, and perhaps significantly lower, than the yield on our conventional debt securities of the same maturity, (ii) the risk that you would lose some or all of your Principal Amount at maturity, and (iii) the risk of reduced potential for above-market coupon payments if the Notes are early redeemed. The volatility of the Indices is an important factor affecting these risks. Greater expected volatility of the Indices as of the Trade Date may contribute to the higher yield potential, but would also represent a greater expected likelihood as of the Trade Date that you will receive low or no Contingent Coupons on the Notes or lose some or all of your investment at maturity. The Notes are subject to the credit risk of Natixis. Natixis, acting through its New York Branch, is Guarantor of any payments due on the Notes. Any actual or anticipated changes to Natixis credit ratings and credit spreads may adversely affect the market value of the Notes. Further, investors are dependent on the Issuer s ability to pay all amounts due on the Notes. If the Issuer or the Guarantor were to default on their respective payment obligations, you could lose some or all of your investment. The Notes are subject to a potential Early Redemption. Beginning on September 29, 2017, we have the right to redeem your Notes at our option before maturity. It is likely that we will call the Notes when it is most advantageous to us, and specifically if we expect the Index to consistently remain higher than the Barrier Level or the Knock-in Level. No Contingent Coupon Amount will be payable following an Issuer Call. If we redeem the Notes, you might not be able to reinvest the proceeds in another investment with a similar return profile, and your reinvestment return might be lower. The Notes will not pay more than the Principal Amount, plus any unpaid Contingent Coupons, at maturity or upon Early Redemption. The Notes will not pay more than the Principal Amount, plus any applicable Contingent Coupon, at maturity or upon Early Redemption, regardless of the performance (including any appreciation in the level) of any Index. You will be subject to risks relating to the relationship between the Indices. The Notes are linked to the individual performance of each Index. As such, the Notes will perform poorly if only one of the Indices performs poorly. Each additional Index to which the securities are linked increases the risk that the Notes will perform poorly. By investing in the Notes, you assume the risk that the performance of at least one of the Indices will be negative, regardless of the performance of the other Index. It is impossible to predict the relationship between the Indices. If the performances of the Indices exhibit no relationship to each other, it is more likely that one of the Indices will cause the Notes to perform poorly. However, if the performances of the components included in each Index are related such that the performances of the Indices are correlated, then there is less likelihood that only one Index will cause the Notes to perform poorly. Furthermore, to the extent that each Index represents a different market segment or asset class, the risk of one Index performing poorly is greater. As a result, you are not only taking market risk on each Index, you are also taking a risk relating to the relationship among the Indices. The Notes are linked to the Russell 2000 Index and are subject to the risks associated with small-capitalization companies. The Russell 2000 Index is composed of equity securities issued by companies with relatively small market capitalization. These PS-13

14 equity securities often have greater stock price volatility, lower trading volume and less liquidity than the equity securities of large capitalization companies, and are more vulnerable to adverse business and economic developments than those of large-capitalization companies. In addition, small-capitalization companies are typically less established and less stable financially than large capitalization companies. These companies may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments related to their products. Therefore, the Russell 2000 Index may be more volatile than it would be if it were composed of equity securities issued by large-capitalization companies. The Closing Level of the EURO STOXX 50 Index will not be adjusted for changes in exchange rates relative to the U.S. dollar even though the equity securities included in the EURO STOXX 50 Index are traded in a foreign currency and the Notes are denominated in U.S. dollars. The value of your Notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies in which the equity securities included in the EURO STOXX 50 Index are based. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the securities, you will not receive any additional payment or incur any reduction in your return, if any, at maturity. The Notes are exposed to the performance of the EURO STOXX 50 Index and as such will be subject to risks associated with the stock of non-u.s. companies. The prices of these non-u.s. stocks may be affected by political, economic, financial and social factors in the home country of each applicable company, including changes in that country s government, economic and fiscal policies, currency exchange laws or other laws or restrictions, which could affect the value of the Notes. These foreign securities may have less liquidity and could be more volatile than many of the securities traded in U.S. or other securities markets. Direct or indirect government intervention to stabilize the relevant foreign securities markets, as well as cross shareholdings in foreign companies, may affect trading levels or prices and volumes in those markets. The other special risks associated with foreign securities may include, but are not limited to: less liquidity and smaller market capitalizations; less rigorous regulation of securities markets; different accounting and disclosure standards; governmental interference; currency fluctuations; higher inflation; and social, economic and political uncertainties. These factors may adversely affect the performance of the EURO STOXX 50 Index and, as a result, the value of the Notes. The Closing Level of the EURO STOXX 50 Index will not be adjusted for changes in exchange rates relative to the U.S. dollar even though the equity securities included in the EURO STOXX 50 Index are traded in a foreign currency and the Notes are denominated in U.S. dollars. The value of your Notes will not be adjusted for exchange rate fluctuations between the U.S. dollar and the currencies in which the equity securities included in the EURO STOXX 50 Index are based. Therefore, if the applicable currencies appreciate or depreciate relative to the U.S. dollar over the term of the securities, you will not receive any additional payment or incur any reduction in your return, if any, at maturity. The Notes are exposed to the performance of the EURO STOXX 50 Index and as such will be subject to risks associated with the stock of non-u.s. companies. The prices of these non-u.s. stocks may be affected by political, economic, financial and social factors in the home country of each applicable company, including changes in that country s government, economic and fiscal policies, currency exchange laws or other laws or restrictions, which could affect the value of the Notes. These foreign securities may have less liquidity and could be more volatile than many of the securities traded in U.S. or other securities markets. Direct or indirect government intervention to stabilize the relevant foreign securities markets, as well as cross shareholdings in foreign companies, may affect trading levels or prices and volumes in those markets. The other special risks associated with foreign securities may include, but are not limited to: less liquidity and smaller market capitalizations; less rigorous regulation of securities markets; different accounting and disclosure standards; governmental interference; currency fluctuations; higher inflation; and social, economic and political uncertainties. These factors may adversely affect the performance of the EURO STOXX 50 Index and, as a result, the value of the Notes. Your return on the Notes will depend on the Closing Level or the Final Level (as the case may be) of each Index on the Final Valuation Date, as applicable. A significant movement in the Closing Level or the Final Level (as the case may be) of each Index on the Final Valuation Date, as applicable, may adversely affect your return on the Notes. You are subject to the risk that the Closing Level or the Final Level, as applicable, of each Index may be lower on the Final Valuation Date, as applicable, than on one or more other dates during the term of the Notes, including on other dates near the Final Valuation Date. If the Notes are not called, then your return on the Notes will depend on the Final Level of the Lowest Performing Index You will have no ownership rights relating to each Index. The return on the Notes may not reflect the return you would realize if you directly invested in each Index, the components of such Index or any other exchange-traded or over-the-counter instruments based on such Index or the components of such Index. You will have no rights against the Index Sponsor for each Index. The Index Sponsor for each Index will make important determinations with respect to such Index. For example, the Index Sponsor for each Index calculates the levels of such Index, and the Index Sponsor for each Index may modify or change its current methodology for calculating such Index in a manner that may affect your return on the Notes. Investors will have no rights against the Index Sponsor for each Index even if the Index Sponsor decides to suspend the calculation of such Index and this suspension adversely impacts the amount investors receive at maturity. The Index Sponsor was not involved in creating the Notes and it has no obligation to consider your interests. The Index Sponsors calculate the levels of their Index by reference to the prices of the components of such Index. The return on the Notes will not reflect the return you would realize if you actually owned such Index s components. No dividend payments or ownership rights relating to any Index. You will not have the right to receive cash dividends or exercise ownership rights with respect to any Index or the component securities of such Index. The return on the Notes may not reflect the return you would realize if you directly invested in the Index, the components composing such Index or any other exchange-traded or over-the-counter instruments based on such Index or the components composing such Index. PS-14