Clifford Chance Advises Klesia on €250M Notes Deal

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Clifford Chance Advises Klesia on €250 Million Tier 2 Notes Issue and Related Tender Offer.

Clifford Chance Europe LLP has advised Klesia Prévoyance (“Klesia”) on a successful debt management operation that involved a dual-track transaction. The initiative included a tender offer for its outstanding €160 million 5.375% subordinated Tier 2 notes due December 2026 and the issuance of new subordinated Tier 2 notes due July 2035. The new notes, totaling €250 million in principal, carry an initial fixed interest rate of 5.070%.

The tender offer was contingent upon the successful completion of the new notes issuance, a condition that was met in full. Following this, the settlement of the tender offer, which involved the purchase and cancellation of the validly tendered notes, was completed on 4 July 2025.

Clifford Chance’s Paris-based team provided full legal support on both the tender offer and the new issue. Partner Cédric Burford, counsel Auriane Bijon, and associate Baya Hariche led the work on the capital markets aspects of the deal. Financial regulatory and insurance law matters were handled by counsel Louis-Auguste Barthout and associate Thomas Jardin.

Klesia Prévoyance is the provident insurance arm of Klesia, a French mutualist social protection group governed on a paritary basis. It offers complementary health, life, disability, accident, and retirement insurance through sector-specific, non-profit plans.

Part of a wider group that serves around 300,000 companies and 4.7 million insured individuals, Klesia Prévoyance also contributes to managing pensions for 2.1 million retirees. The group became an entreprise à mission in 2020, committing to social and environmental goals that are independently monitored.

Over 80% of the value created is reinvested into benefits and social action, with €41 million allocated in 2022 to support vulnerable populations. Klesia employs approximately 2,900 people, and its mission is overseen by a dedicated Commission Intérêt Général.

Clifford Chance is a global law firm with over a century of history and a presence in 23 countries through 34 offices. A member of the prestigious Magic Circle, the firm is recognized for its deep expertise in banking, corporate law, finance, dispute resolution, and tax. It advises a broad spectrum of clients, including multinational corporations, financial institutions, governments, and not-for-profits by combining international best practices with local market insight. Known for its collaborative culture and forward-thinking approach, Clifford Chance delivers innovative, high-quality legal solutions across every major industry and sector.