Crédit Agricole S.A. Announces Pricing of its Tender Offers for USD
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 3 June 2020
Crédit Agricole S.A. Announces Pricing of
its Tender Offers for USD Senior Preferred Notes
____________________
Crédit Agricole S.A., acting through its London
Branch (the “Company”), today announced that it
has priced the previously announced tender offers (the
“Offers”) to purchase any and all of the three (3)
series of USD fixed rate notes listed in Table 1 below (the
“Fixed Rate Notes”).
The Offers will expire today at 5:00 p.m., New
York City time/11:00 p.m., Central European Summer time, unless
extended or earlier terminated as described in the Offer to
Purchase.
The Offers are being made on the terms and
subject to the conditions set forth in the Offer to Purchase, dated
28 May 2020 (the “Offer to Purchase”) and the
related Notice of Guaranteed Delivery attached to the Offer to
Purchase (the “Notice of Guaranteed
Delivery”).
Holders who validly tender (and do not validly
withdraw) their Fixed Rate Notes, or who deliver a properly
completed and duly executed Notice of Guaranteed Delivery in
accordance with the instructions in the Offer to Purchase, will
receive the Offer Price described below and a cash payment
representing the accrued and unpaid interest from, and including,
the last interest payment date to, but excluding, 5 June 2020 (the
“Settlement Date”) (the “Accrued
Interest”).
Table 1: Fixed Rate USD
Notes
Title of Notes and CUSIP / ISIN No |
Original Issued Amount/ Principal Amount
Outstanding |
Reference U.S. Treasury Security |
Bloomberg Reference Page/Screen |
Fixed Spread (basis points) |
Reference Yield |
Offer Price(1) |
USD 2.375% Senior Unsecured Fixed Rate Notes due 2021CUSIP:
22532LAR5 (144A)/ 22532MAR3 (Reg S)ISIN: US22532LAR50 (144A)/
US22532MAR34 (Reg S) |
USD1,000,000,000 |
0.125% due 4/30/2022 |
FIT1 |
25bps |
0.191% |
USD1,020.66 |
USD 3.875% Senior Unsecured Fixed Rate Notes due 2024CUSIP:
22532LAM6 (144A)/ 22532MAM4 (Reg S)ISIN: US22532LAM63 (144A)/
US22532MAM47 (Reg S) |
USD1,250,000,000 |
0.375% due 4/30/2025 |
FIT1 |
85bps |
0.365% |
USD1,100.03 |
USD 2.375% Senior Preferred Notes due 2025CUSIP: 22534PAA1 (144A)/
22535EAA5 (Reg S)ISIN: US22534PAA12 (144A)/ US22535EAA55 (Reg
S) |
USD1,000,000,000 |
0.375% due 4/30/2025 |
FIT1 |
90bps |
0.365% |
USD1,049.76 |
(1) Per USD1,000, in principal amount of Fixed
Rate Notes purchased pursuant to the Offers. In addition to
the Offer Price, Holders that tender Fixed Rate Notes that are
accepted for purchase will also receive Accrued Interest.
Payment of the aggregate consideration for the
Fixed Rate Notes that are accepted for purchase is expected to be
made on the Settlement Date (or, in the case of Fixed Rate Notes
tendered pursuant to the Guaranteed Delivery Procedures, 8 June
2020), on which date the Company will deposit with DTC the amount
of cash necessary to pay the Offer Price plus Accrued Interest in
respect of the Fixed Rate Notes accepted for purchase in the
Offers.
For further details about the terms and
conditions of the Offers, please refer to the Offer to Purchase.
Capitalized terms used in this announcement but not defined herein
have the meanings given to them in the Offer to Purchase.
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
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 Fixed Rate Notes including requests
for a copy of the Offer to Purchase may be directed to:
The Tender and Information Agent for the
US Offers
D.F. King & Co., Inc.48 Wall Street, 22nd
FloorNew York, NY 10005Attention: Andrew BeckToll Free: (800)
549-6697All Others Call: (212) 269-5550Fax: 212-709-3328Email:
creditagricole@dfking.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.
- Crédit Agricole S.A. Announces Pricing of its Tender Offers for
USD Senior Preferred Notes