Air France in €450 Million Convertible Bond Offering

April 22, 2005

Cleary Gottlieb represented BNP Paribas, JP Morgan and Société Générale, as joint lead managers and bookrunners, in connection with the offering by Société Air France of €450 million principal amount of bonds convertible and/or exchangeable for new or existing shares of Air France-KLM, including a listing on the Eurolist market of Euronext Paris.  The bonds were initially offered by way of a private placement to institutional investors in and outside of France pursuant to Regulation S.  Thereafter, they were offered to the public exclusively in France.

Due to strong investor demand, the company increased the initial size of the offering from €350 million to €402.5 million, and subsequently to €450 million upon exercise by the joint lead managers of their over-allotment option.   

In September 2004, Air France-KLM became the holding company for the Air France-KLM group, whose shares are listed in Paris, Amsterdam and New York.  Société Air France is a wholly-owned subsidiary of Air France-KLM.  The offering was primarily intended to allow the Company to optimize its funding costs and extend the average maturity of its debt.