Credit Suisse in Innovative $200 Million Tier 1 Issuance by Continental Trustees (Cayman)

Cleary Gottlieb represented Credit Suisse, as Structuring Advisor and Joint Lead Manager, in an innovative offering by Continental Trustees (Cayman), acting as trustee of the Continental Trust, of $200 million 7.375% Non-Cumulative Fixed/Floating Rate Step-Up Notes due 2040. The transaction closed on October 7.

The notes are secured by the trust’s sole asset, a 100% participation in a subordinated loan from Credit Suisse, Cayman Islands Branch, to Banco Continental, Peru’s second largest bank. As part of the transaction Credit Suisse, Cayman Islands Branch, transferred its rights under the subordinated loan agreement to Continental Trustees (Cayman), which in turn pledged those rights to the Bank of New York Mellon, which is acting as Indenture Trustee. The subordinated loan qualified as Tier 1 Capital under applicable Peruvian banking regulations and the notes mirror the conditions of the subordinated loan. Interest payments under the notes will be made semi-annually at a fixed 7.375% interest rate during the first 10 years and quarterly afterwards at a Libor-based floating interest rate until maturity. The notes will be listed in the Luxembourg Stock Exchange.

This is the first subordinated loan agreement entered into by a Peruvian bank under new Peruvian banking regulations. It was approved by the Peruvian Banking Regulator (the Superintendency of Banking, Insurance and Private Funds or “SBS”).