Bond Bourbon Group 6.446% ( FR0012239531 ) in EUR

Bourbon Group

100 % ▲

France

FR0012239531 ( in EUR )

6.446% per year ( payment 2 times a year) - Bond is in default, payments are suspended

Perpetual

Prospectus brochure of the bond Bourbon Corp FR0012239531 en EUR 6.446%, maturity Perpetual

10 000 EUR

100 000 000 EUR

24/10/2025 ( In 112 days )

Bourbon Corporation is a French company providing marine services to the offshore oil and gas industry, as well as wind energy and other sectors.

The Bond issued by Bourbon Group ( France ) , in EUR, with the ISIN code FR0012239531, pays a coupon of 6.446% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

Information Memorandum dated 22 October 2014

BOURBON
(a société anonyme established in the Republic of France)
as Issuer

100,000,000 Undated Deeply Subordinated Fixed to
Floating Rate Bonds
Issue Price: 99.723 per cent. of the principal amount

The Euro 100,000,000 Undated Deeply Subordinated Fixed to Floating Rate Bonds (the "Bonds") of
BOURBON ("BOURBON" or the "Issuer") will be issued on 24 October 2014 (the "Issue Date"). The
principal and interest of the Bonds constitute (subject to certain limitations described in "Status of the Bonds"
in the Terms and Conditions) direct, unconditional, unsecured and deeply subordinated obligations
(engagements subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among
themselves and (save for certain obligations required to be preferred by French law) pari passu with all other
present or future Deeply Subordinated Bonds, but subordinated to the prêts participatifs granted to the
Issuer, Ordinary Subordinated Bonds and Unsubordinated Bonds of the Issuer, as set out in "Status of the
Bonds" in the Terms and Conditions of the Bonds). The Bonds shall only rank in priority to any classes of
share capital of the Issuer.
Unless previously redeemed in accordance with the provisions described in "Redemption and Purchase" and
subject to the further provisions described in "Interest" in the Terms and Conditions of the Bonds:
The Bonds will bear interest (i) from, and including, the Issue Date to, but excluding, 24 October 2017 (the
"First Reset Date"), at a fixed rate of 4.70 per cent. per annum, payable semi-annually in arrear on 24 April
and 24 October in each year, commencing on 24 April 2015, (ii) from, and including, the First Reset Date to,
but excluding, 24 October 2020 (the "Second Reset Date"), at a fixed rate per annum which shall be equal to
the 3-year Mid-Swap Rate determined two Business Days prior to the first day of the relevant Interest Rate
Period (as defined herein) plus 6.50 per cent. per annum, payable semi-annually in arrear on or about 24
April and 24 October in each year commencing on 24 April 2018, (iii) from, and including, the Second Reset
Date to, but excluding, 24 October 2023 (the "Third Reset Date"), at a fixed rate per annum which shall be
equal to the 3-year Mid-Swap Rate determined two Business Days prior to the first day of the relevant
Interest Rate Period (as defined herein) plus 8.50 per cent. per annum, payable semi-annually in arrear on or
about 24 April and 24 October in each year commencing on 24 April 2021 and (iv) from, and including, the
Third Reset Date to, but excluding, the final redemption of the Bonds, at a floating rate calculated on the
basis of 3-month EURIBOR plus 10.50 per cent. per annum payable quarterly in arrear on or about 24
January, 24 April, 24 July and 24 October in each year commencing on 24 January 2024.
Payment of interest on the Bonds may be deferred at the option of the Issuer under certain circumstances, as
set out in "Interest - Interest Deferral" in the Terms and Conditions of the Bonds.
The Issuer will have the right to redeem all of the Bonds (but not some only) on the First Reset Date or upon
any Interest Payment Date (as defined herein) thereafter, as defined and further described in "Redemption
and Purchase - Optional Redemption" in the Terms and Conditions of the Bonds. The Issuer may also, at its
option, redeem all of the Bonds at any time upon the occurrence of a Gross-Up Event, a Tax Deductibility
Event, an Accounting Event or a Repurchase Event, as further described in "Redemption and Purchase" in
the Terms and Conditions of the Bonds.

In addition, the Issuer may, further to the occurrence of a Change of Control Call Event, redeem or procure
purchase for all the Bonds (but not some only), as further described in "Terms and Conditions of the Bonds -
Redemption and Purchase - Redemption following a Change of Control Call Event". If such option is not
exercised, the interest payable on the Bonds will be increased by an additional margin of 5.00 per cent. per
annum.
This Information Memorandum has been prepared for the purposes of giving information with regard to the
Issuer and its fully consolidated subsidiaries taken as a whole (together with the Issuer, the "Group") and the
Bonds which, according to the particular nature of the Issuer and the Bonds, is necessary to enable investors
to make an informed assessment of the assets and liabilities, financial position, profit and losses and
prospects of the Issuer and the Group.
Application has been made to Alternext, a market of Euronext in Paris ("Alternext") for the Bonds to be
listed and admitted to trading on Alternext. Alternext is a multilateral trading facility within the meaning of
the Markets in Financial Instruments Directive 2004/39/EC, as amended.
The Bonds will be issued in dematerialised bearer form (au porteur). The Bonds will be issued in the
denomination of 10,000. The Bonds will at all times be in book-entry form in compliance with articles
L.211-3 et seq. and R.211-1 et seq. of the French Code monétaire et financier. No physical documents of
title (including certificats représentatifs pursuant to article R.211-7 of the French Code monétaire et
financier) will be issued in respect of the Bonds. The Bonds will, upon issue, be inscribed in the books of
Euroclear France ("Euroclear France") which shall credit the accounts of the Account Holders. "Account
Holder" shall mean any intermediary institution entitled to hold, directly or indirectly, accounts on behalf of
its customers with Euroclear France, and includes Euroclear Bank S.A./N.V. ("Euroclear") and the
depositary bank for Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
For the purpose of article L.228-90 of the French Code de commerce, the Bonds will be issued outside
France.
Neither the Bonds nor the long-term debt of the Issuer have been rated.
IMPORTANT NOTICE
This information memorandum (the "Information Memorandum") does not constitute a prospectus within
the meaning of article 5.3 of and for the purpose of Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003, as amended from time to time.
No such prospectus will be approved by the Autorité des marchés financiers for the purpose of the listing
and admission to trading of the Bonds on Alternext.
The Bonds will not be offered to the public in any jurisdiction (including France) and are offered by
way of a private placement made exclusively to qualified investors (investisseurs qualifiés) and/or a
restricted circle of investors (cercle restreint d'investisseurs) and/or persons providing investment
services relating to portfolio management for the account of third parties (personnes fournissant le
service d'investissement de gestion de portefeuille pour compte de tiers), as defined in, and in
accordance with, articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier.

Printed copies of this Information Memorandum may be obtained, free of charge, at the registered office of
the Issuer during normal business hours. Copies of this Information Memorandum will also be available on
the website of the Issuer (www.bourbonoffshore.com).
Prospective investors should have regard to the factors described under the section headed "Risk
factors" in this Information Memorandum.
Lead Manager

Oddo & Cie
2

This Information Memorandum is to be read and construed in conjunction with the documents
incorporated by reference in this Information Memorandum (see "Documents Incorporated by
Reference" below) which have been previously published and which shall be deemed to be incorporated
by reference in, and form part of, this Information Memorandum (except to the extent so specified in, or
to the extent inconsistent with, this Information Memorandum).

No person has been authorised to give any information or to make any representation other than those
contained in this Information Memorandum in connection with the issue or sale of the Bonds and, if
given or made, such information or representation must not be relied upon as having been authorised by
the Issuer or the Lead Manager. Neither the delivery of this Information Memorandum nor the offering,
sale or delivery of the Bonds shall, under any circumstances, create any implication that there has been
no change in the affairs of the Group since the date hereof or that there has been no adverse change in
the financial position of the Issuer or the Group since the date hereof or that any other information
supplied in connection with this Information Memorandum is correct as of any time subsequent to the
date on which it is supplied or, if different, the date indicated in the document containing the same.
The Lead Manager has engaged, and may in the future engage, in investment banking and/or commercial
banking transactions with, and may perform services for, the Issuer and its affiliates in the ordinary
course of business. In addition, in the ordinary course of its business activities, the Lead Manager and its
affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for its own account and for
the accounts of its customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or Issuer's affiliates. The Lead Manager and its affiliates may also make
investment recommendations and/or publish or express independent research views in respect of such
securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
The distribution of this Information Memorandum and the offering or sale of the Bonds in certain
jurisdictions may be restricted by law. Persons into whose possession this Information Memorandum
comes are required by the Issuer and the Lead Manager to inform themselves about and to observe any
such restriction.
THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
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. SUBJECT TO CERTAIN EXCEPTIONS, BONDS MAY NOT BE OFFERED, SOLD
OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, U.S. PERSONS. FOR A DESCRIPTION OF CERTAIN RESTRICTIONS ON OFFERS AND
SALES OF BONDS AND ON DISTRIBUTION OF THIS INFORMATION MEMORANDUM, SEE
"SUBSCRIPTION AND SALE" HEREIN.
This Information Memorandum does not constitute an offer of, or an invitation by or on behalf of the
Issuer or the Lead Manager to subscribe for, or purchase, any Bonds.
The Lead Manager has not separately verified the information contained in this Information
Memorandum. The Lead Manager makes no representation, express or implied, nor accepts any
responsibility, with respect to the accuracy or completeness of any of the information in this Information
Memorandum. Neither this Information Memorandum nor any other information incorporated by
reference in this Information Memorandum is intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by the Issuer or the Lead Manager that
any recipient of this Information Memorandum or any other information incorporated by reference
should subscribe for or purchase the Bonds. In making an investment decision regarding the Bonds,
prospective investors must rely on their own independent investigation and appraisal of the Issuer, its
business and the terms of the offering, including the merits and risks involved. For further details, see
3

"Risk Factors" herein. The contents of this Information Memorandum are not to be construed as legal,
business or tax advice. Each prospective investor should subscribe for or consult its own advisers as to
legal, tax, financial, credit and related aspects of an investment in the Bonds. The Lead Manager does not
undertake to review the financial condition or affairs of the Issuer or the Group during the life of the
arrangements contemplated by this Information Memorandum nor to advise any investor or potential
investor in the Bonds of any information coming to the attention of the Lead Manager.
In this Information Memorandum, unless otherwise specified, references to a "Member State" are
references to a Member State of the European Economic Area, references to "EUR" or "euro" or ""
are to the single currency introduced at the start of the third stage of European Economic and Monetary
Union pursuant to the Treaty establishing the European Community, as amended.

FORWARD-LOOKING STATEMENTS

This Information Memorandum contains certain statements that are forward-looking including statements
with respect to the Issuer's business strategies, expansion and growth of operations, trends in its business,
competitive advantage, and technological and regulatory changes, information on exchange rate risk and
generally includes all statements preceded by, followed by or that include the words "believe", "expect",
"project", "anticipate", "seek", "estimate" or similar expressions. Such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and actual results may differ materially
from those in the forward-looking statements as a result of various factors. Potential investors are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the date hereof.

4

TABLE OF CONTENTS

Section
Page
OVERVIEW OF THE ISSUER ......................................................................................................................... 6
OVERVIEW OF THE OFFERING ................................................................................................................. 12
APERCU DE L'EMETTEUR ........................................................................................................................... 25
APERCU DE L'OFFRE ................................................................................................................................... 31
RISK FACTORS ............................................................................................................................................. 44
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 51
TERMS AND CONDITIONS OF THE BONDS ............................................................................................ 61
USE OF PROCEEDS ...................................................................................................................................... 79
DESCRIPTION OF THE ISSUER .................................................................................................................. 80
RECENT DEVELOPMENTS ......................................................................................................................... 81
TAXATION ..................................................................................................................................................... 82
SUBSCRIPTION AND SALE ........................................................................................................................ 85
GENERAL INFORMATION .......................................................................................................................... 88
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE INFORMATION
MEMORANDUM ........................................................................................................................................... 90

5

OVERVIEW OF THE ISSUER
This overview highlights certain information contained in this Information Memorandum, and, together with
the "Overview of the Offering", should be read as an introduction to this Information Memorandum. This
overview does not contain all information that investors should consider before investing in the Bonds and
any decision to invest in the Bonds should be based on a careful consideration of this Information
Memorandum in its entirety (including the documents incorporated by reference), including without
limitation the sections entitled "Risk Factors" and "Description of the Issuer", as well as the financial
statements and notes thereto incorporated by reference in this Information Memorandum. Capitalised terms
used and not otherwise defined below have the meanings given to those terms elsewhere in this Information
Memorandum. This overview is qualified in its entirety by the more detailed information appearing
elsewhere in the Information Memorandum (including the documents incorporated by reference). This
overview does not constitute a summary within the meaning of the Prospectus Directive.
Key information about the Issuer and the Group
BOURBON (the "Issuer" and, together with its consolidated subsidiaries, the "Group") is a French société
anonyme à conseil d'administration, established on 2 December 1948 under French law, with its registered
office at 33, rue du Louvre, 75002 Paris. The Issuer was incorporated for 99 years and expires on December
2, 2066 except if dissolved early or extended.

Main activities
The Group offers a broad range of offshore oil and gas marine services. The Group has a large fleet of
innovative and highly productive offshore vessels to guarantee the safest and highest quality services to the
most demanding oil and gas customers worldwide.
The Group offers local services through around 50 operational companies, which are close to clients and
their operations. It meets the highest operational excellence and risk management standards all over the
world. The Group has two activities, Marine Services and Subsea Services. For over 30 years, it has also
been protecting the French coast on behalf of the French navy.
Under the plan "BOURBON 2015 Leadership Strategy" the Group has invested USD 2 billion in a fleet of
offshore innovative vessels showing high productivity.
During 2013, the Group has continued the implementation of its 5 years "Bourbon 2015 Leadership"
strategy. The Group, among others, launched in early 2013 its "Transforming for beyond" plan, to prepare
for its future growth. As part of the transformation project, the Group announced its intention to sell supply
vessels for up to USD 2.5 billion, while continuing to operate them for 10 years under a bareboat chartering
contract. During 2013, 24 of these vessels had already been sold to ICBC Financial Leasing and Standard
Chartered Bank, for an amount of USD 587 million.

The Group generated consolidated revenue of 1,311.9 million euros in 2013 and operates a fleet of 500 ships
as of 30 June 2014.
Classified by ICB (Industry Classification Benchmark) in the "Oil Services" sector, BOURBON is listed for
trading on NYSE Euronext Paris, Compartment A and participates in the Deferred Settlement Service
("SRD").
The long-term debt of the Issuer is not rated.
6

Recent events
During the first half of 2014, 18 vessels have been sold to ICBC Financial Leasing for USD 584 million and
during July 2014, the Issuer has sold and bareboat chartered 4 additional vessels for a total of USD 148
million, as part of the agreement signed in April 2013 with the Chinese company ICBC Financial Leasing
Co., Ltd, under the "Transforming for beyond" plan described above.
On March 16, 2014, the Issuer was informed of a proposed tender offer for its shares by its reference
shareholder, Jaccar Holdings, subject to obtaining 50.1% of the share capital and a bank financing. The offer
was accepted in July. Jaccar Holdings now owns, in concert with Mach-Invest International and its affiliates,
55.81% of the Issuer.
The financial information of the Group for the period ended 30 June 2014 was published on 3 September
2014.
Shareholding
The Issuer is the holding company of a group comprising, as of 30 June 2014, over 200 consolidated
subsidiaries.
As of the date of the Information Memorandum, the share capital of the Issuer amounts to EUR 47,360,582
divided into 74,559,688 shares of the same category representing 74,559,688 theoretical voting rights
(71,592,707 voting rights exercisable in General Meeting, the difference being the number of shares owned
by the Issuer).
As of the date of the Information Memorandum, the Issuer is controlled by Jaccar Holdings SA and Cana
Tera S.A.S., Mr Jacques d'Armand de Chateauvieux, M. Henri d'Armand de Chateauvieux, Mach-Invest
S.A.S. and Mach-Invest International, acting in concert and owning together 41,613,701 shares of the Issuer,
representing 41,613,701 voting rights (55.81% of the share capital and 58.13% of the voting rights
exercisable in general meeting of the Issuer).
As of the date of the Information Memorandum, the repartition of the share capital and voting rights was, to
the knowledge of the Issuer, as follows:
Shareholder
Number of Shares
% of share capital and theoretical
% of voting rights exercisable in
voting rights
general meeting
Jaccar *
35,639,941
47.80%
49.80%
Mach-Invest **
5,973,760
8.01%
8.33%
Total concert
41,613,701
55.81%
58.13%
Financière de
3,486,115
4.68%
4.87%
l'Echiquier
Monnoyeur
3,986,167
5.35%
5.57%
Treasury shares
2,966,981
3.98%
0%
Employees
583,802
0.78%
0.82%
Public
21,922,922
29.40%
30.62%
Total
74,559,688
100%
100 %
* Jaccar: Jaccar Holdings SA, Cana Tera SAS and Mr Jacques d'Armand de Chateauvieux
** Mach-Invest: Mach-Invest SAS, Mach-Invest International and Mr Henri d'Armand de Chateauvieux

7

Selected Historical Financial Information
Selected Historical Financial Information as at 31 December 2013 (IFRS)

8

* Reference is made in the column "Notes" to the notes to the consolidated financial statements for the year ended December 31,
2013 included in the 2013 Document de Référence.

9

Selected Historical Financial Information as at 30 June 2014 (IFRS)

Operational indicators and financial performance

(a) Consolidated results for the 1st half of 2014 were established for the first time according to the new accounting standard IFRS 10,
IFRS 11 and IFRS 12, IAS 27 revised and IAS 28 revised relating to consolidation which became mandatory as of January 1, 2014.
Specifically, joint ventures on which BOURBON has joint control are now consolidated using the equity method which replaces the
proportionate consolidation method. Comparative figures are restated accordingly.
The adjusted financial information is presented by Activity and by segment based on the internal reporting system and shows internal
segment information used by the principal operating decision maker to manage and measure the performance of BOURBON (IFRS
8). The principles of internal reporting do not reflect the application of the new IFRS 10, IFRS 11 and IFRS 12, IAS 27 revised and
IAS 28 revised. Consequently, joint ventures are still proportionately consolidated, as in previous years.

10