Rexel Group in the Negotiation of a New €1.7 Billion Senior Credit Agreement

December 21, 2009

Cleary Gottlieb assisted Rexel in the negotiation and implementation of a new senior credit agreement for a total amount of €1.7 billion, as part of the refinancing on December 21 of Rexel’s existing €2.7 billion senior credit facilities dated December 19, 2007 as amended on July 30, 2009, of which €2.1 billion were drawn at the date of the refinancing.

The new €1.7 billion senior credit agreement has been entered into with BNP Paribas, Calyon, CM-CIC, HSBC France, Natixis, as Mandated Lead Arrangers and Bookrunners; ING, The Royal Bank of Scotland, Société Générale and Banc of America, as Mandated Lead Arrangers; and Calyon as Facility Agent. It comprises two revolving credit facilities including a three-year multi-currency revolving credit facility in an initial amount of €600 million, which will be reduced to €400 million after one year and to €200 million after two years (Facility A), and a five-year multi-currency revolving credit facility in an amount of €1,100 million (Facility B). Rexel concomitantly issued €575 million of senior unsecured notes, which rank pari passu with Rexel’s new senior credit agreement and of which delivery and settlement took place on December 21. The balance of the existing senior credit facilities was paid using part of Rexel’s available cash. Rexel’s obligations under the new senior credit facilities are guaranteed by certain of Rexel’s subsidiaries located in 10 jurisdictions, which also guarantee its obligations under the €575 million notes. The transaction allows Rexel to extend the average maturity of its debt and improve its financial flexibility by diversifying its investor base.

Rexel is a global leader in the distribution of electrical supplies and serves three main end markets: industrial, commercial and residential. The Rexel Group operates in 34 countries, with a network of some 2,300 branches, and employs 30,000 people worldwide. Its majority shareholders are an investor group led by Clayton, Dubilier & Rice, Eurazeo and Merrill Lynch Global Private Equity. Rexel is listed on the Eurolist market of Euronext Paris.