Obligation Crédit Agricole 1.247% ( US22535WAH07 ) en USD

Crédit Agricole

89.01 % ▲

France

US22535WAH07 ( en USD )

1.247% par an ( paiement semestriel )

25/01/2027

Prospectus brochure de l'obligation Crédit Agricole US22535WAH07 en USD 1.247%, échéance 25/01/2027

250 000 USD

1 500 000 000 USD

22535WAH0

26/07/2024 ( Dans 73 jours )

L'Obligation émise par Crédit Agricole ( France ) , en USD, avec le code ISIN US22535WAH07, paye un coupon de 1.247% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 25/01/2027

Pricing Term Sheet dated January 19, 2021

Crédit Agricole S.A.

U.S.$20,000,000,000
Medium-Term Note Program
Series No. 28
Tranche No. 1
U.S.$ 1,500,000,000 Principal Amount of
1.247% Senior Non-Preferred Callable Fixed-to-Floating Rate Notes due 2027
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and
Conditions set forth in the Base Offering Memorandum dated April 8, 2020 (the "Base
Offering Memorandum"), as supplemented by Supplement No. 1 to the Base Offering
Memorandum dated January 5, 2021 (the "Offering Memorandum Supplement No. 1"). The
Base Offering Memorandum as supplemented by the Offering Memorandum Supplement No.
1 is herein called the "Offering Memorandum". This document constitutes the Pricing Term
Sheet of the Notes described herein and must be read in conjunction with the Offering
Memorandum. Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of this Pricing Term Sheet and the Offering Memorandum (including
the documents incorporated by reference therein).

Issuer:
Crédit Agricole S.A.
Expected Security Ratings*:
Moody's Investors Service Inc.: Baa1
Standard & Poor's Global Ratings: A-
Fitch Ratings: A+
Security:
1.247% Senior Non-Preferred Callable Fixed-to-
Floating Rate Notes due 2027 (referred to herein as
the "Notes")

The Notes constitute obligations under French Law
and are issued or deemed to be issued outside of
France. See "Status" below.
Principal Amount and Currency: U.S.$ 1,500,000,000
Offering Date:
January , 2021
Original Issue Date:
January , 2021 (T+5)
Interest Commencement Date:
Original Issue Date
Maturity Date:
January , 2027
Optional Redemption Date:
January , 2026
Issue Price:
100.000%
Treasury Benchmark:
UST 0.375% due December 31, 2025
Treasury Benchmark Price:
99-20¾
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Treasury Benchmark Yield:
0.447%
Re-offer Spread to Treasury
+80 bps
Benchmark:
Re-offer Yield:
1.247%
Fixed Rate Period and Fixed
From and including the Interest Commencement
Rate of Interest:
Date to but excluding the Optional Redemption
Date (the "Fixed Rate Period"), the Notes shall
accrue interest at a rate of 1.247% per annum
Floating Rate Period and
From and including the Optional Redemption Date
Floating Rate of Interest:
to but excluding the Maturity Date (the "Floating
Rate Period"), the Notes shall accrue interest at a
rate equal to the SOFR Index Average (calculated
as described in Condition 8(c)(2)(B)(x)(d) in
the Terms and Conditions of the Notes in the Base
Offering Memorandum) plus 89.162 basis points
(the "Margin")
Relevant Screen Page:
SOFRINDX Index
Floating Rate Interest
Each date that is two U.S. Government Securities
Determination Dates:
Business Days prior to the first day of each Interest
Period during the Floating Rate Period
SOFR IndexStart:
The SOFR Index value on the date that is two U.S.
Government Securities Business Days prior to the
first day of the relevant Interest Period
SOFR IndexEnd:
The SOFR Index value on the date that is two U.S.
Government Securities Business Days prior to the
Interest Payment Date relating to such Interest
Period (or in the final Interest Period, the Maturity
Date)
Interest Payment Dates:
During the Fixed Rate Period, interest will be
payable semi-annually in arrears on each January
26 and July 26, commencing on July 26, 2021 and
ending on the Optional Redemption Date
During the Floating Rate Period, interest will be
payable quarterly in arrears each January 26, April
26, July 26 and October 26, commencing on the
Optional Redemption Date and ending on the
Maturity Date
Business Day Convention:
During the Fixed Rate Period, Following Business
Day Convention Unadjusted
During the Floating Rate Period, Modified
Following Business Day Convention Adjusted
Day Count Fraction:
During the Fixed Rate Period, 30/360
During the Floating Rate Period, Actual/360
Business Days:
Any day, not being a Saturday or a Sunday, on
which exchange markets and commercial banks are
open for business in New York
Statutory Loss Absorption:
The Notes are subject to the exercise of Statutory
Loss Absorption Powers in accordance with the
European Bank Resolution Directive as transposed
under French Law.
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Status:
The Notes are Senior Non-Preferred Obligations,
which constitute direct, unconditional, senior
(chirographaires) and unsecured obligations of the
Issuer, and rank and shall at all times rank:
(i) pari passu among themselves and with
other Senior Non-Preferred Obligations of
the Issuer;
(ii) senior to Ordinarily Subordinated
Obligations of the Issuer; and
(iii) junior to Senior Preferred Obligations of the
Issuer and all present and future claims
benefiting from statutory preferences.
Subject to applicable law, if any judgment is
rendered by any competent court declaring the
judicial liquidation (liquidation judiciaire) of the
Issuer, the Noteholders will have a right to payment
under the Notes:
(i) only after and subject to payment in full of
holders of Senior Preferred Obligations and
other present and future claims benefiting
from statutory preferences or otherwise
ranking in priority to Senior Non-Preferred
Obligations; and
(ii) subject to such payment in full, in priority
to holders of Ordinarily Subordinated
Obligations of the Issuer and other present
and future claims otherwise ranking, or
expressed to rank, junior to Senior Non-
Preferred Obligations.
"Ordinarily Subordinated Obligations" means
any subordinated obligations or other instruments
issued by the Issuer which constitute direct,
unconditional, unsecured and subordinated
obligations of the Issuer.
"Senior Non-Preferred Obligations" means any
obligations or other instruments issued by the
Issuer which fall or are expressed to fall within the
category of obligations described in Articles L.613-
30-3I-4° and R.613-28 of the French Monetary
and Financial Code.
"Senior Preferred Obligations" means any
obligations or other instruments issued by the
Issuer which fall or are expressed to fall within the
category of obligations described in Article L.613-
30-3I-3° of the French Monetary and Financial
Code. For the avoidance of doubt, all
unsubordinated debt securities issued by the Issuer
prior to the entry into force of Article L.613-30-3
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I-4° of the French Monetary and Financial Code
constitute Senior Preferred Obligations.
No Negative Pledge:
There is no negative pledge in respect of the Notes.
Redemption at the Option of the
The Issuer may, at its option (but subject to the
Issuer:
provisions of Condition 9(h) (Additional
Conditions for the Optional Redemption,
Repurchase or Cancellation of Senior Notes) in
the Terms and Conditions of the Notes in the Base
Offering Memorandum, including such redemption
not being prohibited by Applicable MREL/TLAC
Regulations and, if required, the prior consent of
the Relevant Regulator and/or the Relevant
Resolution Authority) on the Optional Redemption
Date, redeem all, but not some only, of the Notes at
their outstanding principal amount, plus accrued
and unpaid interest to, but excluding, the Optional
Redemption Date, as described in Condition 9(a) in
the Terms and Conditions of the Notes in the Base
Offering Memorandum.

Optional Redemption upon a
The Notes may be redeemed in whole or in part at
Withholding Tax Event or a
the option of the Issuer either upon the occurrence
MREL/TLAC Disqualification
of a Withholding Tax Event or a MREL/TLAC
Event:
Disqualification Event (i.e. full or partial
disqualification of the Notes as MREL/TLAC-
Eligible Instruments) (subject to the provisions of
Condition 9(h) (Additional Conditions for the
Optional Redemption, Repurchase or Cancellation
of Senior Notes) in the Terms and Conditions of the
Notes in the Base Offering Memorandum,
including such redemption not being prohibited by
Applicable MREL/TLAC Regulations and, if
required, the prior consent of the Relevant
Regulator and/or the Relevant Resolution
Authority) at the outstanding principal amount,
plus accrued and unpaid interest, if any.
Substitution and Variation:
Upon the occurrence of a MREL/TLAC
Disqualification Event or a Withholding Tax Event
in respect of the Notes, the Issuer may, at its option
and in accordance with Condition 10(b) in the
Terms and Conditions of the Notes in the Base
Offering Memorandum, subject to the prior
permission of the Relevant Regulator and/or the
Relevant Resolution Authority, if required,
substitute all (but not some only) of the Notes or
modify the terms of all (but not some only) of the
Notes, without any requirement for the consent of
the Noteholders, so that such Notes become or
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remain Qualifying Senior Non-Preferred Notes (as
defined below).
"Qualifying Senior Non-Preferred Notes" means,
at any time, securities issued directly or indirectly
by the Issuer that have terms not otherwise
materially less favorable to the Noteholders than
those of the Notes and that respect all other
conditions as defined in the Offering
Memorandum.
Waiver of Set-Off:
Noteholders will not be entitled to any Waived Set-
Off Rights under the Notes.
No Event of Default:
There are no events of default under the Notes
which could lead to an acceleration of the Notes,
except in the case of the liquidation of the Issuer.
Governing Law:
New York law, except for the section "Terms and
Conditions of the NotesCondition 3 (Status of the
Notes)" in the Offering Memorandum which shall
be governed by, and construed in accordance with,
French law.
Form of Issuance:
Rule 144A / Regulation S
Form of Notes:
Registered book-entry form through DTC,
Euroclear and Clearstream
Denominations:
U.S. $250,000 and integral multiples of U.S.
$1,000 in excess thereof
Method of Distribution:
Syndicated
Sole Bookrunner:
Credit Agricole Securities (USA) Inc.
Joint-Lead Managers (no books): RBC Capital Markets, LLC
SMBC Nikko Securities America, Inc.
UniCredit Capital Markets LLC
Wells Fargo Securities, LLC
Fiscal and Paying Agent,
The Bank of New York Mellon
Transfer Agent, Calculation
Agent and Registrar:
Rule 144A CUSIP / ISIN:
22535WAH0 / US22535WAH07
Regulation S CUSIP / ISIN:
22536PAH4 / US22536PAH47

* A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time.

Certain of the above statements are summaries of the complete descriptions in the Offering Memorandum and
are qualified thereby. Potential investors should refer to the Offering Memorandum and not rely solely on this
Pricing Term Sheet in respect of such matters.

Use of Proceeds
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The net proceeds of the offering of the Notes are expected to be U.S.$1,494,750,000 and will
be used for general funding purposes.

Settlement
It is expected that delivery of the Notes will be made against payment therefor on or about
January 26, 2021 which will be 5 business days following the date of pricing of the Notes
hereof (this settlement cycle being referred to as "T+5"). Under Rule 15c6-1 of the Securities
Exchange Act of 1934, trades in the secondary market generally are required to settle in two
business days, unless the parties to any such trade expressly agree otherwise. Accordingly,
purchasers who wish to trade at the commencement of trading will be required, by virtue of the
fact that the Notes initially will settle in T+5, to specify an alternate settlement cycle at the time
of any such trade to prevent a failed settlement and should consult their own advisor.
Documents Incorporated by Reference
The documents incorporated by reference as of the date of this pricing term sheet include
those specifically listed under "Documents Incorporated by Reference" in the Offering
Memorandum.
Capitalization
The following supplements the information set forth under "Capitalization" in the Offering
Memorandum. Since December 31, 2019 through January 14, 2021, the Issuer's (parent
company only) "debt securities in issue," for which the maturity date as of January 14, 2021 is
more than one year, did not increase by more than 13,200 million, and "subordinated debt
securities," for which the maturity date as of January 14, 2021 is more than one year, did not
increase by more than 5,500 million.
Important Information
The Notes have not been and will not be registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or with any securities regulatory authority of
any state or other jurisdiction of the United States, and may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S ("Regulation S") under the Securities Act), except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of
the Securities Act. Accordingly, the Notes are being offered and sold only (i) outside the
United States to non-U.S. persons in reliance on Regulation S and (ii) within the United
States to persons who are "qualified institutional buyers" (each, a "QIB") within the
meaning of Rule 144A ("Rule 144A") under the Securities Act and the rules and
regulations thereunder, acting for their own account or for the account of one of more
QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers
of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A. See "Plan of Distribution" and "Notice to
Purchasers" in the Offering Memorandum for information about eligible offerees and
transfer restrictions.
The distribution of this Pricing Term Sheet and the offering of the Notes in certain
jurisdictions may be restricted by law and therefore persons into whose possession this
Pricing Term Sheet comes should inform themselves about and observe any such
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restrictions. Any failure to comply with these restrictions could result in a violation of
the laws of such jurisdiction.
The Notes are not bank deposits and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental or deposit insurance agency
or entity.
You may obtain a copy of the Offering Memorandum for this transaction from the
Dealers referred to herein.

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