Obligation Accordé 6.039% ( FR0010784066 ) en EUR

Accordé

100 % ▼

France

FR0010784066 ( en EUR )

6.039% par an ( paiement annuel )

06/11/2017 - Obligation échue

Prospectus brochure de l'obligation Accor FR0010784066 en EUR 6.039%, échue

50 000 EUR

250 000 000 EUR

Accor est un groupe hôtelier multinational français opérant une vaste gamme d'hôtels, de resorts et de résidences, à travers plusieurs marques et segments de marché.

L'Obligation émise par Accordé ( France ) , en EUR, avec le code ISIN FR0010784066, paye un coupon de 6.039% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 06/11/2017

Prospectus dated 20 August 2009

Accor
(a société anonyme incorporated in France)

250,000,000
6.039 per cent. Bonds due 2017
Issue Price: 100 per cent.

The 250,000,000 6.039 per cent. Bonds due 2017 (the "Bonds") of Accor (the "Issuer") will be issued outside the Republic of
France and will mature on 6 November 2017.
Interest on the Bonds will accrue at the rate of 6.039 per cent. per annum from 24 August 2009 (the "Issue Date") and will be payable
in Euro annually in arrear on 6 November in each year, commencing on 6 November 2009. There will be a first short coupon in
respect of the first Interest Period (as defined in "Terms and Conditions of the Bonds--Interest") from and including the Interest
Commencement Date (as defined in "Terms and Conditions of the Bonds--Interest") up to, but excluding, 6 November 2009.
Payments of principal and interest on the Bonds will be made without deduction for or on account of taxes of the Republic of France
(See "Terms and Conditions of the Bonds--Taxation").
Unless previously purchased and cancelled, the Bonds may not be redeemed prior to 6 November 2017. The Bonds may, and in
certain circumstances shall, be redeemed, in whole but not in part, at their principal amount together with accrued interest in the event
that certain French taxes are imposed (See "Terms and Conditions of the Bonds--Redemption and Purchase").
The Bonds will, upon issue on 24 August 2009, be inscribed (inscription en compte) in the books of Euroclear France which shall
credit the accounts of the Account Holders (as defined in "Terms and Conditions of the Bonds--Form, Denomination and Title")
including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme
("Clearstream, Luxembourg").
The Bonds will be in dematerialised bearer form in the denomination of 50,000. The Bonds will at all times be represented in book
entry form (inscription en compte) in the books of the Account Holders in compliance with Article L.211-3 of the French Code
monétaire et financier. No physical document 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.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent
authority under the Luxembourg Act dated 10 July 2005 relating to prospectuses for securities, for the approval of this Prospectus for
the purposes of Directive 2003/71/EC (the "Prospectus Directive"). Application has also been made to the Luxembourg Stock
Exchange for the Bonds to be listed on the official list of the Luxembourg Stock Exchange (the "Official List") and admitted to
trading on the Luxembourg Stock Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments.
The Bonds have been assigned a rating of BBB by Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies,
Inc. and a rating of BBB- by Fitch Ratings Ltd.. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to revision, suspension or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus.

Sole Lead Manager
CALYON CREDIT AGRICOLE CIB

This Prospectus has been prepared for the purpose of giving information with regard to ACCOR (the
"Issuer"), the Issuer and its subsidiaries and affiliates taken as a whole (the "Group") and the Bonds which
is necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position and profit and losses of the Issuer.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Sole
Lead Manager (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Bonds.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Sole Lead
Manager to inform themselves about and to observe any such restrictions. The Bonds have not been and
will not be registered under the United States Securities Act of 1933 (the "Securities Act"). Subject to
certain exceptions, the Bonds may not be offered, sold or delivered within the United States or to the
account or benefit of U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")).
For a description of certain restrictions on offers and sales of Bonds and on distribution of this Prospectus,
see "Subscription and Sale".
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Sole Lead Manager. Neither the delivery of this Prospectus
nor any sale made in connection herewith shall, under any circumstances, create any implication that there
has been no change in the affairs of the Issuer since the date hereof or the date upon which this Prospectus
has been most recently amended or supplemented or that there has been no adverse change in the financial
position of the Issuer since the date hereof or the date upon which this Prospectus has been most recently
amended or supplemented or that the information contained in it or any other information supplied in
connection with the Bonds 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.
To the extent permitted by law, the Sole Lead Manager accepts no responsibility whatsoever for the content
of this Prospectus or for any other statement in connection with the Issuer.
The Sole Lead Manager has not verified the information contained in this Prospectus in connection with the
Issuer. The Sole Lead Manager doesn't make any representation, express or implied, or accept any
responsibility, with respect to the accuracy or completeness of any of the information in this Prospectus in
connection with the Issuer. Neither this Prospectus nor any other financial statements are intended to
provide the basis of any credit or other evaluation and should not be considered as a recommendation by
any of the Issuer and the Sole Lead Manager that any recipient of this Prospectus or any other financial
statements should purchase the Bonds. Each potential purchaser of Bonds should determine for itself the
relevance of the information contained in this Prospectus and its purchase of Bonds should be based upon
such investigation as it deems necessary. The Sole Lead Manager doesn't undertake to review the financial
condition or affairs of the Issuer during the life of the arrangements contemplated by this Prospectus nor to
advise any investor or potential investor in the Bonds of any information coming to the attention of the Sole
Lead Manager.
In this Prospectus, 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.

2

TABLE OF CONTENTS
Page
DOCUMENTS INCORPORATED BY REFERENCE .........................................................................4
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ................6
RISK FACTORS ....................................................................................................................................7
TERMS AND CONDITIONS OF THE BONDS.................................................................................10
USE OF PROCEEDS ...........................................................................................................................21
RECENT DEVELOPMENTS ..............................................................................................................22
TAXATION .........................................................................................................................................48
SUBSCRIPTION AND SALE .............................................................................................................50
GENERAL INFORMATION...............................................................................................................52

3

DOCUMENTS INCORPORATED BY REFERENCE
This Prospectus should be read and construed in conjunction with the following documents which have
been previously published or are published simultaneously with the Prospectus and that have been filed
with the Commission de surveillance du secteur financier in Luxembourg:
(a)
the English translation of the 2007 reference document (document de référence) of the Issuer (the
"2007 Registration Document"), a French version of which was filed with the Autorité des
marchés financiers under registration N° D.08-0194, dated 3 April 2008; except for the second
paragraph of the section "Person responsible for the Registration Document" on page 243; and
(b)
the English translation of the 2008 reference document (document de référence) of the Issuer (the
"2008 Registration Document"), a French version of which was filed with the Autorité des
marchés financiers under registration N° D.09-0219, dated 8 April 2009; except for the second
paragraph of the section "Person responsible for the Registration Document" on page 286.
Such documents shall be incorporated in and form part of this Prospectus, save that any statement
contained in a document which is incorporated by reference herein shall be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise). Any statement so modified or
superseded shall not, except as so modified or superseded, constitute a part of this Prospectus.
Copies of the documents incorporated by reference in this Prospectus may be obtained without charge from
the primary business office of the Issuer, the Issuer's website (www.accor.com) and the website of the
Luxembourg Stock Exchange (www.bourse.lu). The following table cross-references the pages of this
Prospectus to the documents incorporated by reference with the main heading required under Annex IX of
the Commission Regulation No. 809/2004 implementing the Prospectus Directive.
Any information not listed in the following cross-reference list but included in the documents incorporated
by reference in this Prospectus is given for information purposes only.

Annex IX
2007 Registration
2008 Registration
Document (page
Document (page
number)
number)
2. STATUTORY AUDITORS
244
287
3. RISK FACTORS RELATED TO THE
61-65
65-68
ISSUER
4. INFORMATION ABOUT THE ISSUER

4.1. History and development of the issuer
13-15;17-21;135-
14-16; 18-23; 148-160;
145;226-228;246
255-260; 262-264
5.1. Principal activities

5.1.1. Description of the issuer's
4-12;48-56;146-147 4-13; 52-59; 161-162
principal activities
5.1.2. Basis for any statements made by
9
10-11
the Issuer on its competitive position.

4

Annex IX
2007 Registration
2008 Registration
Document (page
Document (page
number)
number)
6. ORGANISATIONAL STRUCTURE

6.1. Description of the group and of the issuer's
204-205
220-221
position within it
6.2. Dependence relationships within the group
57-60;214-219
61-64; 220-221; 248-253
7. TREND INFORMATION

7.1. Statement of no material adverse change in
22
24-25
the prospects of the issuer since the date of its last
published audited financial statements
9. ADMINISTRATIVE, MANAGEMENT AND

SUPERVISORY BODIES
9.1. Information concerning the administrative
76-85
24-25; 80-92
and management bodies and their names and
functions of their members in the issuer
9.2. Conflicts of interest
67
70; 78
10. MAJOR SHAREHOLDERS

10.1. Information concerning control
107-108
120-122

11. FINANCIAL INFORMATION

CONCERNING THE ISSUER'S ASSETS AND
LIABILITIES, FINANCIAL POSITION, AND
PROFITS AND LOSSES
11.1. Historical financial information
115-208

- Balance
sheet
116-117
128-129
- Income
statement
115
127
- Accounting policies and explanatory notes
125-208
137-224
11.2. Financial statements
115-208
127-224
11.3. Auditing of historical annual financial
114
126
information
11.4. Date of latest financial information
115-208
127-224
11.5. Legal and arbitration proceedings
63;201
67; 217
11.6. Significant change in the issuer's financial
22
24
or trading position
12. MATERIAL CONTRACTS
240
148-159; 218-219

5

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is
the case), the information contained in this Prospectus is in accordance with the facts and contains no
omission likely to affect the import of such information. The Issuer accepts responsibility accordingly.
ACCOR
2, rue de la Mare-Neuve
91000 Evry
France
Tel: +33.(0)1.45.38.18.52

6

RISK FACTORS
The following are certain risk factors of the offering of the Bonds of which prospective investors should be
aware. Prior to making an investment decision, prospective investors should consider carefully all of the
information set out in this Prospectus, including in particular the following risk factors detailed below.
This description is not intended to be exhaustive and prospective investors should make their own
independent evaluations of all risk factors and should also read the detailed information set out elsewhere
in this Prospectus.
The terms defined in "Terms and Conditions of the Bonds" shall have the same meaning where used below.
Risks related to the Issuer
See "Documents incorporated by reference" in this Prospectus.

Risks related to the Bonds
The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i)
have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits
and risks of investing in the Bonds and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Bonds and the impact the Bonds will have on its
overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including where the currency for principal or interest payments is different from the potential
investor's currency;
(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant
indices and financial markets; and
(v)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment and its ability to bear the
applicable risks.
Risks related to the market generally
Set out below is a brief description of the principal market risks, including liquidity risk, exchange rate risk,
interest rate risk and credit risk:
The secondary market generally
The Bonds may have no established trading market when issued, and one may never develop. If a market
does develop, it may not be very liquid. Therefore, investors may not be able to sell their Bonds in the
secondary market in which case the market or trading price and liquidity may be adversely affected or at
prices that will provide them with a yield comparable to similar investments that have a developed
secondary market.

7

Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in Euro. This presents certain risks relating to
currency conversions if an investor's financial activities are denominated principally in a currency or
currency unit (the "Investor's Currency") other than Euro. These include the risk that exchange rates may
change significantly (including changes due to devaluation of Euro or revaluation of the Investor's
Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify
exchange controls. An appreciation in the value of the Investor's Currency relative to the Euro would
decrease (i) the Investor's Currency-equivalent yield on the Bonds, (ii) the Investor's Currency-equivalent
value of the principal payable on the Bonds and (iii) the Investor's Currency-equivalent market value of the
Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that
could adversely affect an applicable exchange rate. As a result, investors may receive less interest or
principal than expected, or no interest or principal.
Interest rate risks
Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely
affect the value of the Bonds.
The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to pay additional amounts payable in respect of any Bonds due
to any withholding as provided in Condition 4(b), the Issuer may redeem all outstanding Bonds in
accordance with such Terms and Conditions.
Exercise of put option in respect of certain Bonds may affect the liquidity of the Bonds in respect of
which such put option is not exercised
Depending on the number of Bonds in respect of which the put option provided in Condition 4(c) is
exercised, any trading market in respect of those Bonds in respect of which such put option is not exercised
may become illiquid.
Market value of the Bonds
The value of the Bonds depends on a number of interrelated factors, including economic, financial and
political events in France or elsewhere, including factors affecting capital markets generally and the stock
exchanges on which the Bonds are traded. The price at which a holder of Bonds will be able to sell the
Bonds prior to maturity may be at a discount, which could be substantial, from the issue price or the
purchase price paid by such purchaser.
Credit Rating may not reflect all risks

The ratings assigned by the Rating Agency to the Bonds may not reflect the potential impact of all risks
related to structure, market, additional factors discussed above, and other factors that may affect the value
of the Bonds. A rating is not a recommendation to buy, sell or hold securities and may be revised or
withdrawn by the Rating Agency at any time.
Change of law
The Terms and Conditions of the Bonds are based on the laws of France in effect as at the date of this
Prospectus. No assurance can be given as to the impact of any possible judicial decision or change to the
laws of France or administrative practice after the date of this Prospectus. Furthermore, the Issuer operates
in a heavily regulated environment and has to comply with extensive regulations in France and elsewhere.
No assurance can be given as to the impact of any possible judicial decision or change to laws or
administrative practices after the date of this Prospectus.

8

French insolvency law
Under French insolvency law as amended by ordinance n°2008-1345 dated 18 December 2008 which came
into force on 15 February 2009, holders of debt securities are automatically grouped into a single assembly
of holders (the "Assembly") during a preservation (procédure de sauvegarde) or a judicial reorganisation
procedure (procédure de redressement judiciaire) of the Issuer, in order to defend their common interests.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Notes), whether
or not under a debt issuance programme (EMTN) and regardless of their governing law. The Assembly
deliberates on the draft safeguard (projet de plan de sauvegarde) or judicial reorganisation plan (projet de
plan de redressement) applicable to the Issuer and may further agree to:
- increase the liabilities (charges) of holders of debt securities (including the Noteholders) by rescheduling
and/or writing-off debts;
- establish an unequal treatment between holders of debt securities (including the Noteholders) as
appropriate under the circumstances; and/or
- decide to convert debt securities (including the Notes) into shares.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the debt
securities held by the holders attending such Assembly or represented thereat). No quorum is required on
convocation of the Assembly. For the avoidance of doubt, the provisions relating to the Masse described in
this Prospectus will not be applicable in these circumstances.
Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or
other documentary charges or duties in accordance with the laws and practices of the country where the
Bonds are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for innovative financial instruments such as the Bonds.
Potential investors are advised not to rely upon the tax summary contained in this Prospectus but to ask for
their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, sale and
redemption of the Bonds. Only these advisors are in a position to duly consider the specific situation of the
potential investor. This investment consideration has to be read in connection with the taxation sections of
this Prospectus.
EU Savings Directive
On 3 June 2003, the European Council of Economic and Finance Ministers adopted a directive 2003/48/CE
regarding the taxation of savings income in the form of interest payments (the "Directive"). The Directive
requires Member States, subject to a number of conditions being met, to provided to the tax authorities of
other Member States details of payments of interest and other similar income made by a paying agent
located within its jurisdiction to, or for the benefit of, an individual resident in that other Member State,
except that, for a transitional period, Belgium, Luxembourg and Austria will instead withhold an amount on
interest payments unless the relevant beneficial owner of such payment elects otherwise.
If a payment were to be made or collected through a Member State which has opted for a withholding
system and an amount of, or in respect of tax were to be withheld from that payment, neither the Issuer nor
any paying agent nor any other person would be obliged to pay additional amounts with respect to any
Bond as a result of the imposition of such withholding tax.

9

TERMS AND CONDITIONS OF THE BONDS
The terms and conditions of the Bonds will be as follows:
The issue outside the Republic of France of 250,000,000 6.039 per cent. Bonds due 6 November
2017 (the "Bonds") of Accor (the "Issuer") was authorised by resolution of the Board of Directors
(Conseil d'administration) of the Issuer dated 24 February 2009 and a decision of Jacques STERN,
Senior Executive Vice President and Chief Financial Officer of the Issuer dated 16 July 2009. The
Issuer has entered into an agency agreement (the "Agency Agreement") dated 20 August 2009 with
BNP Paribas Securities Services, as fiscal agent and principal paying agent. The fiscal agent and
principal paying agent and paying agents for the time being are referred to in these Conditions as the
"Fiscal Agent", the "Principal Paying Agent" and the "Paying Agents" (which expression shall
include the Principal Paying Agent), each of which expression shall include the successors from time
to time of the relevant persons, in such capacities, under the Agency Agreement, and are collectively
referred to as the "Agents". References below to "Conditions" are, unless the context otherwise
requires, to the numbered paragraphs below.
1
Form, Denomination and Title
The Bonds are issued on 24 August 2009 (the "Issue Date") in dematerialised bearer form in the
denomination of 50,000. Title to the Bonds will be evidenced in accordance with Article L.211-3 of
the French Code monétaire et financier by book-entries (inscription en compte). No physical
document 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, which shall credit the
accounts of the Account Holders. For the purpose of these Conditions, "Account Holders" shall mean
any authorised intermediary institution entitled to hold accounts, directly or indirectly, with Euroclear
France, and includes Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for
Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
Title to the Bonds shall be evidenced by entries in the books of Account Holders and will pass upon,
and transfer of Bonds may only be effected through, registration of the transfer in such books.
2
Status and Negative Pledge
(a)
Status of the Bonds
The obligations of the Issuer in respect of the Bonds constitute direct, unconditional, (subject
as provided below) unsecured and unsubordinated obligations and rank and will rank pari
passu and without any preference among themselves and (subject to such exceptions as are
from time to time mandatory under French law) equally and rateably with all other present or
future unsecured and unsubordinated obligations of the Issuer.
(b)
Negative Pledge
So long as any of the Bonds remains outstanding (as defined below), the Issuer will not create
or permit to subsist any mortgage, charge, lien, pledge or other security interest (sûreté réelle)
upon the whole or any part of its present or future assets or revenues for the benefit of any
holders of any Relevant Debt (as defined below) to secure (1) payment of any sum due in
respect of any such Relevant Debt or (2) any payment under any guarantee of or indemnity or
other like obligation relating to any Relevant Debt, unless the Issuer's obligations under the
Bonds are equally and rateably secured (A) by such mortgage, charge, lien, pledge or security
interest or (B) by such other security as shall be approved by the Masse (as defined in
Condition 9) pursuant to Condition 9.

10