Crédit Agricole Assurances in Tender Offers and €750 Million Tier 2 Offering

Cleary Gottlieb represented Crédit Agricole Assurances S.A. (CAA) in its invitations to the holders of its two series of subordinated resettable notes issued in 2016 and 2018 (the existing notes) to tender their existing notes for purchase by CAA and in its simultaneous offering of €750 million subordinated Tier 2 fixed-rate notes due 2036 (the new notes).

The tender offers launched on January 8, 2026, and the tender period expired on January 15, 2026. An aggregate principal amount of €749.9 million was accepted for purchase by CAA. The tender offers were settled on January 20, 2026. Uptevia acted as tender and information agent, and Crédit Agricole Corporate and Investment Bank acted as sole structuring bank and sole dealer manager for the tender offers. The tender offers were authorized by the Autorité de contrôle prudentiel et de résolution (ACPR).

The new notes, issued under French law, will bear a fixed interest rate of 4.125% per annum until December 17, 2036. Interest payments are subject to mandatory deferral under certain circumstances. The notes have been admitted to trading on the regulated market of Euronext in Paris. The offering was settled on January 19, 2026.

The global coordinator and joint lead manager on the offering of the new notes was Crédit Agricole Corporate and Investment Bank and Deutsche Bank Aktiengesellschaft, and J.P. Morgan SE acted as joint lead managers.

The proceeds of the issuance of the new notes were used to purchase the validly tendered existing notes under the tender offers.

The purpose of these transactions is to allow CAA to optimize its capital base and debt management.

CAA 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 associates Christophe Dautriche, Paul Roudié, and Marina Radovic. Partner Anne-Sophie Coustel and counsel Agathe Hanrot advised on French tax law.