Davis Polk advised the managers on a Rule 144A/Regulation S offering by Crédit Agricole S.A. (“Crédit Agricole”) of $1.25 billion aggregate principal amount of undated deeply subordinated additional Tier 1 fixed-rate resettable notes (the “Notes”).

The Notes offering is a further step taken in support of Crédit Agricole’s regulatory capital strategy. The Notes have no fixed maturity date and bear a fixed interest rate of 8.125% per annum for the first 10 years, after which the rate will be reset. Interest payments are subject to cancellation under certain circumstances. The principal amount of the Notes will be written down temporarily if Crédit Agricole Group’s (the “Group”) CET1 Capital Ratio falls or remains below 7% or Crédit Agricole’s CET1 Capital Ratio falls or remains below 5.125%. The Notes will be subject to optional redemption by the issuer on December 23, 2025, and each interest payment date falling on or about each anniversary thereafter with the prior approval of the French regulator and subject to certain conditions.

Crédit Agricole is the lead bank of the Group, which is France’s largest banking group and one of the largest in the world based on shareholders’ equity. Crédit Agricole coordinates the Group’s sales and marketing strategy, ensures the liquidity and solvency of each of the Group’s entities and, through its specialized subsidiaries, designs and manages financial products, including consumer credit, factoring and lease finance.

The Davis Polk corporate team included partner Reuven B. Young, counsel Amy T. Alter and Juliette Loget, European counsel John Taylor and associates Bhupinder Grewal and Géraldine Fromage. Partner John D. Paton and counsel Alon Gurfinkel provided U.S. tax advice. Partner Jonathan Cooklin and counsel David Wilson provided U.K. tax advice. Members of the Davis Polk team are based in the Paris and London offices.

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