Crédit Agricole in €1.25 Billion Offering

Cleary Gottlieb represented Crédit Agricole S.A. in its inaugural €1.25 billion offering of undated deeply subordinated (additional Tier 1) fixed-rate resettable notes under its €85 billion euro medium-term note program.

The transaction priced on January 3, 2023, and closed on January 10, 2023.

Crédit Agricole CIB acted as sole bookrunner, global coordinator, and structuring advisor, with Banco Bilbao Vizcaya Argentaria S.A., Lloyds Bank Corporate Markets Wertpapierhandelsbank GmbH, and Skandinaviska Enskilda Banken AB (publ) acting as joint lead managers.

The notes qualify as additional Tier 1 capital at two levels: the Crédit Agricole S.A. Group (the issuer’s consolidated group) and the Crédit Agricole Group, which also includes 39 regional mutual Crédit Agricole banks (Caisses Régionales de Crédit Agricole Mutuel). The principal amount will be written-down if the Crédit Agricole Group’s common equity Tier 1 capital ratio (CET1 capital ratio) falls or remains below 7% or the Crédit Agricole S.A. Group’s CET1 capital ratio falls or remains below 5.125%. The principal amount of the notes may subsequently be reinstated if the Crédit Agricole S.A. Group records positive consolidated net income and certain conditions are met.

The notes have no fixed maturity date and will bear a fixed interest rate of 7.25% per annum from (and including) the issue date to (but excluding) March 23, 2029. The rate of interest will reset on the first reset date and on every interest payment date that falls on or about five, or a multiple of five, years after the first reset date. Interest payments are subject to cancellation at the option of the issuer and to mandatory cancellation under certain circumstances. The notes will be subject to optional redemption by Crédit Agricole S.A. on September 23, 2028, on any date between the first optional redemption date and the first reset date or on any date during the six-month period preceding any subsequent reset date. Subject to certain conditions, the notes may also be redeemed by Crédit Agricole S.A. on any interest payment date falling on or after March 23, 2028, if 80% or more of the initial aggregate nominal amount of notes (which for the avoidance of doubt includes, any additional notes issued subsequently and forming a single series with the first tranche of a particular series of the notes) have been redeemed or purchased by, or on behalf of, the issuer or any of its subsidiaries and, in each case, cancelled.

Crédit Agricole S.A. is the lead bank of the Crédit Agricole Group, which is the largest banking group in France and one of the largest in the world.