Crédit Agricole S.A. in $1.75 Billion CRD IV Additional Tier 1 Offering

January 23, 2014

Cleary Gottlieb represented Crédit Agricole S.A. in a $1.75 billion Rule 144A/Regulation S offering of Undated Deeply Subordinated Additional Tier 1 Fixed Rate Resettable Notes that will qualify as Additional Tier 1 capital for Crédit Agricole S.A. and the Crédit Agricole Group under the new European CRD IV capital regulations. The joint lead managers on the offering were Barclays, Crédit Agricole CIB, Credit Suisse, Goldman, Sachs & Co., J.P. Morgan and UniCredit Bank. The transaction closed on January 23.

The offering is the first of its kind, because the Notes will qualify as Additional Tier 1 capital at two levels – the Crédit Agricole S.A. Group (the issuer’s consolidated group) and the Crédit Agricole Group, which also includes 38 regional mutual Crédit Agricole banks. The principal amount will be written down if the Crédit Agricole Group’s CRD IV Common Equity Tier 1 Capital Ratio (CETI Ratio) falls or remains below 7% or the Crédit Agricole S.A. Group’s CET1 Capital Ratio falls or remains below 5.125%. The principal amount of the Notes may subsequently be reinstated if the Crédit Agricole S.A. Group records consolidated net income and certain conditions are met.

The Notes have no fixed maturity date and will bear a fixed interest rate of 7.875% per annum for the first 10 years, after which the rate will be reset. Interest payments are subject to cancellation at the option of the issuer, and to mandatory cancellation under certain circumstances. The Notes will be subject to optional redemption by the issuer on January 23, 2024 and every five years thereafter with the prior approval of the regulator and subject to certain conditions.

Crédit Agricole S.A. is the lead bank of the Crédit Agricole Group, which is the largest banking group in France, and one of the largest in the world.