Fiat in $1 Billion Notes Offering

February 10, 2006

Cleary Gottlieb represented issuer Fiat Finance and Trade Ltd. société anonyme and guarantor Fiat S.p.A. in Fiat Finance’s offering of $1 billion of 6 5/8% Senior Notes due 2013 guaranteed on a senior unsecured basis by Fiat. The Irish Financial Services Regulatory Authority approved the prospectus under the E.U. Prospectus Directive, and the notes have been admitted to trading on the Irish Stock Exchange. The offering was conducted entirely outside the U.S. in accordance with Regulation S.

The offering marked Fiat’s successful return to the international capital markets after a hiatus of several years following the loss of its investment grade rating. The offering was launched almost immediately after Fiat released its unaudited IFRS results for 2005, in which it reported its first annual net profit since 2000, and has been the subject of significant media interest given the economic landscape marked by the worsening prospects of several other carmakers.

Fiat, the parent company of one of Italy’s largest industrial groups, is engaged principally in the manufacture and sale of automobiles, commercial vehicles, agricultural and construction equipment, and other automotive-related products and systems. Fiat Finance is a finance vehicle wholly owned by Fiat.

Cleary provided Fiat and Fiat Finance with comprehensive advice on all legal aspects of the benchmark transaction, including opinions on U.S., Italian and English law. Cleary was also instrumental in helping to implement the transaction on a highly accelerated schedule, thereby allowing Fiat to benefit from favorable market conditions.