Clifford Chance Paris advised a group of banks, represented by Crédit Agricole Corporate and Investment Bank (as Global Coordinator and Dealer Manager), and comprising Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited and Morgan Stanley & Co. International plc (each a Dealer Manager), on the offer by Crédit Agricole S.A. to purchase for cash four series of outstanding tier 2 bonds issued pursuant to its Euro Medium-Term Note Programme (the "Tier 2 Bonds") and seven series of outstanding covered bonds issued by Crédit Agricole Home Loan SFH (the "Covered Bonds") (the "Tender Offer"). The Tender Offer closed on 21 March 2016.

Crédit Agricole S.A. repurchased all of the Tier 2 Bonds and Covered Bonds validly tendered, representing a principal amount of €1,235,560,520 Tier 2 Bonds and €3,061,350,000 Covered Bonds.

The Tender Offer is part of Crédit Agricole S.A.’s plan to optimise its balance sheet through the partial reinvestment of capital gains expected from the simplification of the Crédit Agricole Group’s corporate structure announced for 2016. The Tender Offer also provided a liquidity opportunity for holders of the relevant securities. With regard to Crédit Agricole Home Loan SFH, the Tender Offer is positive for its asset and liability management, as it will smooth the debt maturities of Covered Bonds, reduce their average coupon, and decrease the amount of outstanding hard-bullet maturity Covered Bonds.

Clifford Chance Paris also advised the same group of banks in relation to a subsequent consent solicitation by Crédit Agricole Home Loan SFH in respect of the outstanding (not repurchased) Covered Bonds. The holders of the Covered Bonds were convened to general meetings to consider certain amendments to the terms and conditions of the Covered Bonds in order to make them soft bullet covered bonds. All of the general meetings had adopted the amendments by 3 May 2016 and Crédit Agricole Home Loan SFH paid a one-off cash amount in Euro of 0.05 per cent of the nominal amount of the Covered Bonds held by the holders of the Covered Bonds. The amendments adopted by the general meetings will improve Crédit Agricole Home Loan SFH's efficiency as a financing vehicle.

The Clifford Chance Paris team was led by Paris-based partner Cédric Burford, assisted by Andrew McCann, senior associate, and Marie-Caroline Schwartz, associate.