Crédit Agricole Assurances in Establishment of Euro Medium Term Note Program and €750 Million Restricted Tier 1 Offering

Cleary Gottlieb represented Crédit Agricole Assurances S.A. in the establishment of its euro medium term note program, approved by the Autorité des marchés financiers on June 5, 2026, and in its inaugural issuance under the program of €750 million perpetual fixed-rate resettable restricted Tier 1 super subordinated notes.

This transaction is part of Crédit Agricole Assurances’ active capital management policy and marks the inaugural issuance under its newly established program.

Issued under French law, the terms and conditions of the notes have been structured so that the notes are eligible for “Tier 1” capital qualification under the Solvency II regulation. The notes will be subject to a loss absorption mechanism in the form of a reduction in their nominal amount in the event of non-compliance with certain solvency thresholds at the Crédit Agricole Assurances group level. Interest payments under the notes will be at the sole discretion of Crédit Agricole Assurances and may be compulsorily canceled under the conditions set out in the Solvency II regulation. Subject to the foregoing, the notes will bear interest at an initial annual fixed rate of 5.875%  until the first reset date in December 2032.

Admitted to trading on the regulated market of Euronext in Paris, the notes have been rated “BBB” by Standard & Poor’s.

Crédit Agricole Corporate and Investment Bank acted as global coordinator, alongside J.P. Morgan SE, as joint lead manager.

The proceeds of the issuance will be allocated to general corporate purposes, including for the financing or refinancing of the issuer’s current indebtedness.

Crédit Agricole Assurances is France’s largest insurance groups and the leading bancassurance provider both in France and in Europe. It is the bancassurance arm of the Crédit Agricole Group, leader in the retail bank in the European Union, and one of the largest global banks in the world.

The Cleary team included partner Valérie Lemaitre, counsel Laura Birene, and associate Marina Radovic. Partner Anne-Sophie Coustel and associate Agathe Hanrot advised on French tax law.