Continental Senior Trustees II in $500 Million Senior Notes Offering

January 18, 2012

Cleary Gottlieb represented Goldman, Sachs & Co., J.P. Morgan and Banco Bilbao Vizcaya Argentaria in an offering by Continental Senior Trustees II (Cayman), acting as trustee of the Continental Senior Trust II, of $500 million 5.750% Senior Notes due 2017. The transaction closed on January 18. The notes are secured by the trust’s sole asset, a 100% participation in a $500 million loan from Goldman Sachs Bank USA to BBVA Banco Continental, Peru’s second largest bank.

As part of the transaction Goldman Sachs Bank USA sold the beneficial interest in the loan in the form of a participation to Continental Senior Trustees II (Cayman), which in turn pledged its rights to the Bank of New York Mellon, who is acting as Indenture Trustee. Interest payments under the notes will be made semi-annually at a fixed interest rate of 5.750% until maturity. The notes will be listed on the Luxembourg Stock Exchange.