Crédit Agricole S.A. in Tender Offers and $1.25 Billion Note Issuance

Cleary Gottlieb advised Crédit Agricole S.A. in its tender offers for two series of outstanding perpetual additional tier 1 notes and its issuance of $1.25 billion of perpetual additional tier 1 notes.

In these transactions, the bank syndicate included Crédit Agricole Corporate and Investment Bank as sole bookrunner, global coordinator, and structuring bank, along with several international investment banks.

Crédit Agricole S.A.’s any and all cash tender included offers to purchase its outstanding USD 8.125% undated deeply subordinated additional tier 1 fixed-rate resettable notes and its GBP 7.5% undated deeply subordinated additional tier 1 fixed-rate resettable notes. The tender offers were conducted concurrently with the issuance of a new series of perpetual additional tier 1 notes, with the offering made pursuant to Rule 144A (within the United States) and Regulation S (outside the United States) under the U.S. Securities Act.

This issuance is intended to further strengthen Crédit Agricole S.A.’s regulatory capital base. The perpetual notes bear interest at a rate of 7.125% per annum until September 23, 2035. The interest rate will be reset on that date and every five years thereafter on each subsequent reset date at a rate determined on the basis of the then applicable five-year Mid-Swap rate (SOFR) plus a margin. Crédit Agricole S.A. may elect to redeem the notes on any reset date.