BNP Paribas’ $3 Billion Offering

January 12, 2022

Cleary Gottlieb acted as deal counsel in a dual-tranche issuance by BNP Paribas of $1.75 billion fixed-to-floating senior nonpreferred notes due 2028 and $1.25 billion fixed-to-floating senior nonpreferred notes due 2033.

The issuance was a takedown from its $50 billion medium-term note and warrant program.

The 2028 notes will bear interest at a fixed rate of 2.591% per annum from their date of issuance until January 20, 2027, and at a floating rate of interest, to be calculated using three-month term SOFR, from January 20, 2027, until maturity. The 2033 notes will bear interest at a fixed rate of 3.132% per annum from their date of issuance until January 20, 2032, and at a floating rate of interest, to be calculated using three-month term SOFR, from January 20, 2032 until maturity.

The notes were placed in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S. The notes were issued as part of BNP Paribas’ capital raising efforts to meet the total loss absorbing capacity (TLAC) requirements for global systemically important banks. The transactions priced on January 12, 2022, and are expected to close on January 20, 2022. BNP Paribas Securities Corp. acted as sole bookrunner and global coordinator, leading an underwriting syndicate comprised of several international investment banks acting as joint lead managers and co-managers.