Fiat S.p.A.’s €1 Billion Notes Offering

April 1, 2011

Cleary Gottlieb acted as Italian, U.S. and International counsel to issuer Fiat Finance and Trade Ltd. société anonyme and guarantor Fiat S.p.A. in Fiat Finance and Trade’s offering of €1 billion in principal amount of 6.375% Senior Notes due April 2016. The notes were issued under Fiat S.p.A.'s €15 billion Reg S/Rule 144A Global Medium Term Note (GMTN) Programme and have been admitted to listing on the Irish Stock Exchange. The notes were priced on March 29, 2011 and the offer closed on April 1, 2011.

Cleary Gottlieb also represented Fiat and each of the eligible issuers under the Programme (Fiat Finance and Trade Ltd. société anonyme, Fiat Finance Canada Ltd. and Fiat Finance North America, Inc.) in connection with the update of the programme in March.

This was the first debt offering by Fiat since 2009 (on which we also advised) and the first since the spin-off of Fiat Industrial S.p.A. from Fiat S.p.A. Cleary Gottlieb also recently represented issuer and guarantor in Fiat Industrial's € 2.2 billion debut bond offerings.