Crédit Agricole S.A. Launches Tender Offers for Fifteen Series of
Senior Preferred Notes
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY
AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFERS TO SELL
ANY SECURITIES.
Montrouge 28 May 2020
Crédit Agricole S.A. Launches Tender
Offers for Fifteen Series of Senior Preferred Notes
____________________
Crédit Agricole S.A., acting through its London
Branch, today announced the launch of simultaneous tender offers
(the “Offers”) to purchase for cash fifteen (15)
series of its outstanding senior preferred notes denominated in
USD, EUR or GBP (the “Notes”), subject to certain
conditions described in the Offer to Purchase and the Tender Offer
Memorandum, each described below.
The Offers for the Notes denominated in USD are
being made for any and all of the USD3,650,000,000 principal amount
of such Notes. The Offers for the Notes denominated in EUR
and GBP are subject to an aggregate cap on the principal amount to
be purchased of EUR3,500,000,000 (the “Maximum Tender
Amount”). The offer prices for certain series of
Notes will depend on the yield on reference government securities
or mid-swap rates determined on the expiration date or the
following business day, depending on the Offer.
The purpose of the Offers is to allow Crédit
Agricole S.A. to optimize its liability structure and debt
management in light of current and future regulation, and to offer
liquidity to investors in the targeted Series of Notes.
The US Offers
Crédit Agricole S.A., acting through its London
Branch, is offering to purchase any and all of four (4) series of
notes denominated in US dollars with an aggregate outstanding
principal amount of USD3,650,000,000 (the “US
Offers”), as follows:
Title of Notes |
CUSIP / ISIN No. |
Principal Amount Outstanding |
USD
2.375% Senior Unsecured Fixed Rate Notes due 2021 |
CUSIP: 22532LAR5 (144A)/ 22532MAR3 (Reg S)ISIN: US22532LAR50
(144A)/ US22532MAR34 (Reg S) |
USD1,000,000,000 |
USD
3.875% Senior Unsecured Fixed Rate Notes due 2024 |
CUSIP: 22532LAM6 (144A)/ 22532MAM4 (Reg S)ISIN: US22532LAM63
(144A)/ US22532MAM47 (Reg S) |
USD1,250,000,000 |
USD
2.375% Senior Preferred Notes due 2025 |
CUSIP: 22534PAA1 (144A)/ 22535EAA5 (Reg S)ISIN: US22534PAA12
(144A)/ US22535EAA55 (Reg S) |
USD1,000,000,000 |
USD
Senior Unsecured Floating Rate Notes due 2021 |
CUSIP: 22532LAS3 (144A)/ 22532MAS1 (Reg S)ISIN: US22532LAS34
(144A)/ US22532MAS17 (Reg S) |
USD400,000,000 |
The US Offers are made upon the terms and
subject to the conditions set forth in the Offer to Purchase dated
28 May 2020 (the “Offer to Purchase”). The
expiration date for the US Offers and the deadline for withdrawing
tenders is 5:00 p.m., New York City time/11:00 p.m., Central
European Summer time, on 3 June 2020 (in each case subject to
extension). The Settlement Date for the US Offers is expected
to be on or about 5 June 2020 (subject to extension). The
Guaranteed Delivery Settlement Date for USD Notes tendered using
guaranteed delivery procedures in the US Offers is expected to be
on or about 8 June 2020 (subject to extension).
The EUR/GBP Offers
Crédit Agricole S.A., acting through its London
Branch, is offering to purchase eleven (11) series of Notes
denominated in euros or pounds sterling (the “EUR/GBP
Offers”), subject to the Maximum Tender Amount of
EUR3,500,000,000 (with the principal amount of GBP Notes translated
to euros on the basis of an exchange rate described in the Tender
Offer Memorandum), subject to possible increase or decrease as
described below. The Notes denominated in euros and pounds
sterling that are subject to the EUR/GBP Offers are as
follows:
Title of Notes |
ISIN No. |
Principal Amount Outstanding |
EUR
Fixed Rate Notes due November 2020 issued as EMTN Series no.
441 |
XS0997520258 |
EUR1,250,000,000 |
EUR
Fixed Rate Notes due January 2022 issued as EMTN Series no.
367 |
XS0637417790 |
EUR390,000,000 |
EUR
Fixed Rate Notes due January 2022 issued as EMTN Series 472 |
XS1169630602 |
EUR1,500,000,000 |
EUR
Fixed Rate Notes due December 2022 issued as EMTN Series 496 |
XS1425199848 |
EUR1,000,000,000 |
EUR
Fixed Rate Notes due April 2023 issued as EMTN Series 361 |
XS0617251995 |
EUR1,000,000,000 |
EUR
Fixed Rate Notes due July 2023 issued as EMTN Series 422 |
XS0953564191 |
EUR1,250,000,000 |
EUR
Fixed Rate Notes due May 2024 issued as EMTN Series 464 |
XS1069521083 |
EUR1,650,000,000 |
EUR
Fixed Rate Notes due September 2024 issued as EMTN Series 507 |
XS1550135831 |
EUR1,000,000,000 |
GBP
Fixed Rate Notes due December 2021 issued as EMTN Series 354 |
XS0583495188 |
GBP250,000,000 |
GBP
Senior Preferred Fixed Rate Notes due October 2024 issued as EMTN
Series 564 |
FR0013449600 |
GBP300,000,000 |
EUR
Senior Preferred Floating Rate Notes due January 2022 issued as
EMTN Series no. 542 |
FR0013396777 |
EUR1,500,000,000 |
The EUR/GBP Offers are made upon the terms and
subject to the conditions set forth in the Tender Offer Memorandum
dated 28 May 2020 (the “Tender Offer Memorandum”).
In particular, the EUR/GBP Offers are not being made and will not
be made directly or indirectly in or into the United States or to
beneficial holders of the EUR and GBP Notes that are located in the
United States or are “U.S. Holders” (as defined in Rule 800 under
the U.S. Securities Act of 1933, as amended). The expiration date
for the EUR/GBP Offers is 4:00 p.m. Central European Summer time on
3 June 2020 (subject to extension). The Settlement Date for
the EUR/GBP Offers is expected to be on or about 5 June 2020
(subject to extension).
The maximum aggregate principal amount of EUR
and GBP Notes that Crédit Agricole S.A. will purchase will be the
Maximum Tender Amount. Crédit Agricole S.A. will have the right to
allocate the Maximum Tender Amount among series of EUR and GBP
Notes at its discretion. If the principal amount of the Notes
of any such series tendered exceeds the portion of the Maximum
Tender Amount allocated to such series, tenders will be subject to
pro-ration, and Crédit Agricole S.A., acting through its London
Branch, may increase or decrease the Maximum Tender Amount in its
discretion.
General Information Applicable to the Offers
Crédit Agricole S.A.’s, acting through its
London Branch, obligation to accept for purchase and pay for
validly tendered Notes is subject to, and conditioned upon,
satisfaction or waiver of certain customary conditions described in
the Offer to Purchase and/or Tender Offer Memorandum, as the case
may be. Crédit Agricole S.A. reserves the right to modify,
extend or terminate the Offers or any Offer in its discretion.
For further details about the terms and
conditions of the Offers and the procedures for tendering the
Notes, please refer to the Offer to Purchase and/or Tender Offer
Memorandum.
Copies of the Offer to Purchase and other
documentation related to the US Offers are available from D.F. King
& Co., Inc., the information and tender agent with respect to
the US Offers, and at the US Offer website:
www.dfking.com/creditagricole.
Copies of the Tender Offer Memorandum and other
documentation related to the EUR/GBP Offers are available to
non-U.S. holders from Lucid Issuer Services Limited, the
information agent with respect to the EUR/GBP Offers.
Further Information
Questions and requests for assistance in connection with the
Offers may be directed to:
Sole Structuring Bank for the Offers and
Dealer Manager
Crédit Agricole Corporate and Investment
Bank.
12, place des Etats-Unis, CS 7005292547 Montrouge
CedexFranceAttn: Liability Management Tel: +44 207 214 5903 Email:
liability.management@ca-cib.com
With respect to the US
Offers
Credit Agricole Securities (USA)
Inc.
Attn: Debt Capital Markets/Liability
Management1301 Avenue of the AmericasNew York, New York
10019Collect: 212-261-7802U.S. Toll Free: (866) 807-6030
Questions and requests for assistance in connection
with the tenders of USD Notes and EUR and GBP Notes including
requests for a copy of the Offer to Purchase and/or Tender Offer
Memorandum may be directed to:
The Tender Agents and the Information
Agents for the Offers
In respect of USD Notes D.F. King & Co.,
Inc.48 Wall Street, 22nd Floor New York, NY
10005Attention: Andrew BeckToll Free: (800) 549-6697All Others
Call: (212) 269-5550Fax: 212-709-3328Email:
creditagricole@dfking.com |
In respect of EUR and GBP Notes Lucid Issuer Services
LimitedTankerton Works12 Argyle WalkLondon WC1H 8HAAttn:
Thomas ChoquetTel: +44 20 7704 0880Email: ca@lucid-is.com
CACEIS Corporate Trust S.A.1-3, Place
Valhubert75013 ParisFranceAttn: David PASQUALETel: +33 (6) 37 41 17
59Email: david.pasquale@caceis.com /
LD-F-CT-OST-MARCHE-PRIMAIR@caceis.com |
Disclaimer
Holders must make their own decision as to
whether to tender any of their Notes pursuant to the Offers, and if
so, the principal amount of Notes to tender. Holders should
consult their own tax, accounting, financial and legal advisors as
they deem appropriate regarding the suitability of the tax,
accounting, financial and legal consequences of participating or
declining to participate in the Offers.
This announcement is not an offer to purchase or
a solicitation of offers to sell any securities.
This announcement is not an invitation to
participate in the Offers. Such an invitation will only be extended
by means of documents (the Offer to Purchase and/or the Tender
Offer Memorandum) that will be provided only to those investors to
whom such an invitation may be legally addressed. The distribution
of this announcement in certain countries may be prohibited by
law.
Offer Restrictions for the US
Offers
United Kingdom. Neither the
communication of this announcement or the Offer to Purchase nor any
other documents or materials relating to the Offers is being made
or directed at, and neither this announcement nor the Offer to
Purchase has been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, this announcement, the Offer to Purchase and/or
such other offer material is not being distributed to or directed
at, and must not be passed on to, the general public in the United
Kingdom. Rather, the communication of this announcement and the
Offer to Purchase is only being distributed to and is only directed
at (i) persons who are outside the United Kingdom or (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (iii) high net worth
companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order
(all such persons together being referred to as “relevant
persons”). The Notes are only available to, and any
invitation, offer or agreement to subscribe, purchase or otherwise
acquire such Notes will be engaged in only with, relevant
persons. Any person who is not a relevant person should not
act or rely on this document or any of its contents.
European Economic Area and United
Kingdom. In any European Economic Area
(“EEA”) Member State and in the United Kingdom
(each, a “Relevant State”), this announcement, the
Offer to Purchase and any other documents or materials relating to
the Offers are only addressed to and are only directed at qualified
investors within the meaning of Regulation (EU) 2017/1129 (the
“Prospectus Regulation”), in that Relevant State.
Each person in a Relevant State who receives any communication in
respect of the Offers contemplated in this announcement, the Offer
to Purchase or any other documents or materials relating to the
Offers will be deemed to have represented, warranted and agreed to
and with the Dealer Manager and the Company that it is a qualified
investor within the meaning of Article 2(e) of the Prospectus
Regulation.
Italy. None of the
Offers, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offers have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa (“CONSOB”) pursuant to
applicable Italian laws and regulations.
The Offers are being carried out in the Republic
of Italy (“Italy”) as exempted offers pursuant to
Article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of
February 24, 1998, as amended (the “Consolidated Financial
Act”) and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Notes that
are resident and/or located in Italy can tender the Notes for
purchase through authorized persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Consolidated Financial
Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended,
and Legislative Decree No. 385 of September 1, 1993, as amended)
and in compliance with any other applicable laws and regulations
and with any requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply with the applicable
laws and regulations concerning information duties vis-à-vis its
clients in connection with the Notes or the Offers.
Offer Restrictions for the EUR/GBP
Offers
United States. The EUR/GBP
Offers are not being made and will not be made directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile
transmission, telex, telephone, email and other forms of electronic
transmission) of interstate or foreign commerce of, or any facility
of a national securities exchange of, or to beneficial owners of
the Notes who are located in the United States, or who are U.S.
Holders (each a “U.S. Holder”) as defined in Rule
800 under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), and the Notes may not be
tendered by any such use, means, instrumentality or facility from
or within the United States, by persons located or resident in the
United States or by U.S. Holders. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any documents or
materials related to the EUR/GBP Offers are not being, and must not
be, directly or indirectly, mailed or otherwise transmitted,
distributed or forwarded in or into the United States or to any
such person. Any purported tender in response to the EUR/GBP Offers
resulting directly or indirectly from a violation of these
restrictions will be invalid, and tenders made by a person located
in the United States or any agent, fiduciary or other intermediary
giving instructions from within the United States or any U.S.
Holder will not be accepted.
Each holder of Notes participating in the
EUR/GBP Offers will represent that it is not a U.S. Holder, is not
located in the United States and is not participating in the
EUR/GBP Offers from the United States. For the purposes of this and
the above paragraph, “United States” has the meaning given to it in
Regulation S under the Securities Act and includes the United
States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.
Neither this announcement nor the Tender Offer
Memorandum constitutes a prospectus for the purposes of Regulation
(EU) 2017/1129.
United Kingdom. None of
the communication of this announcement, the Tender Offer Memorandum
or any other documents or materials relating to the Offers is being
made or directed at, and neither this announcement nor the Tender
Offer Memorandum has been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000. This communication. Accordingly, this announcement, the
Tender Offer Memorandum and/or such other offer material is not
being distributed to or directed at, and must not be passed on to,
the general public in the United Kingdom. Rather, the communication
of this announcement and the Tender Offer Memorandum is only being
distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”) or
(iii) high net worth companies, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of
the Order (all such persons together being referred to as
“relevant persons”). The Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such Notes will be engaged in only
with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its
contents.
European Economic Area and United
Kingdom. In any European Economic Area
(“EEA”) Member State and in the United Kingdom
(each, a “Relevant State”), this announcement, the
Tender Offer Memorandum or any other documents or materials
relating to the Offers are only addressed to and are only directed
at qualified investors within the meaning of Regulation (EU)
2017/1129 (the “Prospectus Regulation”), in that
Relevant State. Each person in a Relevant State who receives any
communication in respect of the Offers contemplated in this
announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offers will be deemed to
have represented, warranted and agreed to and with the Dealer
Manager and the Company that it is a qualified investor within the
meaning of Article 2(e) of the Prospectus Regulation.
Italy. None of the
Offers, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offers have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa (“CONSOB”) pursuant to
applicable Italian laws and regulations.
The Offers are being carried out in the Republic
of Italy (“Italy”) as an exempted offer pursuant
to Article 101-bis, paragraph 3-bis of Legislative Decree No. 58 of
February 24, 1998, as amended (the "Consolidated Financial
Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of May 14, 1999, as amended.
Holders or beneficial owners of the Notes that
are resident and/or located in Italy can tender the Notes for
purchase through authorized persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Consolidated Financial
Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended,
and Legislative Decree No. 385 of September 1, 1993, as amended)
and in compliance with any other applicable laws and regulations
and with any requirements imposed by CONSOB or any other Italian
authority. Each intermediary must comply with the applicable
laws and regulations concerning information duties vis-à-vis its
clients in connection with the Notes or the Offers.
- Crédit Agricole S.A. Launches Tender Offers for Fifteen Series
of Senior Preferred Notes
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