Crédit Agricole Assurances in Tender Offers and €750 Million Tier 2 Offering

Cleary Gottlieb represented Crédit Agricole Assurances S.A. (CAA) in its invitations to the holders of its two tranches of undated subordinated resettable notes issued in 2014 and 2015 to tender their existing notes for purchase by CAA and in its simultaneous offering of €750 million subordinated Tier 2 fixed-rate notes due 2034.

The tender offers were launched on September 3, 2024, and the tender period expired on September 10, 2024. An aggregate principal amount of €788.5 million was accepted for purchase by CAA. The tender offers were settled on September 13, 2024. Uptevia acted as tender and information agent, and Crédit Agricole Corporate and Investment Bank acted as sole structuring bank and sole dealer manager for the tender offers. The tender offers were authorized by the European Central Bank.

The new notes, issued under French law and pursuant to Regulation S, will bear a fixed interest rate of 4.5% per annum until December 17, 2034. Interest payments are subject to mandatory deferral under certain circumstances. The notes have been admitted to trading on the regulated market of Euronext in Paris. The offering closed on September 12, 2024.

The global coordinator and joint lead manager on the offering of the new notes was Crédit Agricole Corporate and Investment Bank, and Deutsche Bank Aktiengesellschaft and J.P. Morgan SE acted as joint lead managers.

The proceeds of the issuance of the new notes were used to purchase the validly tendered existing notes under the tender offers.

The purpose of these transactions is to allow Crédit Agricole Assurances to optimize its capital base and debt management.

CAA is one of France’s leading insurance groups and the largest bancassurance provider both in France and in Europe. It is the bancassurance arm of the Crédit Agricole Group, which is the largest banking group in France, and one of the largest in the world.