BNP Paribas in Partial Unwinding of Fortis Legacy Hybrid Securities

January 26, 2012

Cleary Gottlieb is representing BNP Paribas and its subsidiary Fortis Bank in a series of complex transactions with ageas (formerly Fortis) to reduce their exposure to one another through the purchase and redemption of certain outstanding hybrid debt/equity securities issued by Fortis Bank. The transactions include a tender offer by BNP Paribas for €3 billion of outstanding Convertible And Subordinated Hybrid Equity-linked Securities (CASHES) issued by Fortis Bank in December 2007, in which ageas was a co-obligor. This was followed by an exchange by BNP Paribas of the tendered CASHES for the underlying ageas shares, which will be followed by a redemption by Fortis Bank of certain Tier 1 debt securities it had issued in September 2001 and which were held by ageas.

The transactions were announced on January 26. Cleary Gottlieb had also represented BNP Paribas in its acquisition of Fortis Bank in 2008.