Obligation Accor SA 2.625% ( FR0012188662 ) en EUR

Accor SA

100 % ⇌

France

FR0012188662 ( en EUR )

2.625% par an ( paiement annuel )

04/02/2021 - Obligation échue

Prospectus brochure de l'obligation Accor SA FR0012188662 en EUR 2.625%, échue

Accor SA est un groupe hôtelier français multinational opérant une large gamme d'hôtels, resorts et autres hébergements à travers le monde, sous diverses marques et segments de marché.

L'Obligation émise par Accor SA ( France ) , en EUR, avec le code ISIN FR0012188662, paye un coupon de 2.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/02/2021

PROSPECTUS DATED 26 SEPTEMBER 2014

Accor
(a société anonyme incorporated in France)

150,000,000 2.625 per cent. Bonds due 2021
to be assimilated (assimilables) and form a single series with the
750,000,000 2.625 per cent. Bonds due 2021
issued on 5 February 2014

Issue Price: 105.346 per cent. plus 237 days' accrued interest at a rate of
1.70445 per cent. of the principal amount of the Bonds for the period from, and including,
5 February 2014 to, but excluding, 30 September 2014.
The 150,000,000 2.625 per cent. Bonds due 2021 (the "Bonds") of Accor (the "Issuer") will be issued outside the Republic of
France for the purpose of Article L.228-90 of the French Code de commerce on 30 September 2014 (the "Issue Date") and will mature
on 5 February 2021. The Bonds will be assimilated (assimilées) and form a single series with the 750,000,000 2.625 per cent. Bonds
due 2021 issued on 5 February 2014 (the "Existing Bonds") as from the date of assimilation which is expected to be on or around 40
days after the Issue Date (the "Assimilation Date").
The issue price of the Bonds is 105.346 per cent. of their principal amount plus 237 days' accrued interest at a rate of 1.70445 per
cent. of the principal amount of the Bonds for the period from, and including, 5 February 2014 to, but excluding, 30 September 2014.
Interest on the Bonds will accrue at the rate of 2.625 per cent. per annum from 5 February 2014 and will be payable in Euro annually
in arrear on 5 February in each year, commencing on 5 February 2015. 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 5 February 2021. 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") or at the option of the Issuer
in accordance with Condition 4(c) (Redemption at the option of the Issuer) or at the option of Bondholders in accordance with
Condition 4(d) (Redemption at the option of Bondholders following a Change of Control).
The Bonds will, upon issue on 30 September 2014, 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 100,000. 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, as amended (the "Luxembourg
Prospectus Act"), for the approval of this Prospectus as a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC, as
amended (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. Pursuant to Article 7(7) of the
Luxembourg Prospectus Act, by approving this Prospectus, the CSSF gives no undertaking as to the economic and financial soundness
of the Bonds to be issued hereunder and the quality or solvency of the Issuer.
The Bonds have been rated BBB- by Standard & Poor's Ratings Services ("S&P") and a rating of BBB- by Fitch Ratings Ltd.
("Fitch"). The Issuer's long-term senior unsecured debt is rated BBB- by S&P. 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. Each of S&P
and Fitch is established in the European Union and is registered under Regulation (EC) No 1060/2009 as amended (the "CRA
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Regulation") and is included in the list of registered credit rating agencies published on the website of the European Securities and
Markets Authority (www.esma.europa.eu/page/List-registered-and-certified-CRAs).
Prospective investors should have regard to the factors described in the section headed "Risk Factors" in this Prospectus.
Joint Lead Managers
Crédit Agricole CIB
Natixis
The Royal Bank of Scotland

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This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive, and 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 Joint
Lead Managers (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 Joint Lead
Managers 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, as amended (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 Joint Lead Managers. 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, each of the Joint Lead Managers accepts no responsibility whatsoever for
the content of this Prospectus or for any other statement in connection with the Issuer.
The Joint Lead Managers have not separately verified the information contained in this Prospectus in
connection with the Issuer. None of the Joint Lead Managers makes any representation, express or implied,
or accepts 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 Joint Lead Managers 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. None of the Joint Lead Managers
undertakes 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 any of the Joint Lead Managers.
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 and references to "£" are to the lawful currency of
Great Britain.
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In connection with the issue of the Bonds, Crédit Agricole Corporate and Investment Bank (the
"Stabilising Manager") (or any person acting on behalf of the Stabilising Manager) may over-allot Bonds
or effect transactions with a view to supporting the market price of the Bonds at a level higher than that
which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person
acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the Bonds is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
Issue Date and 60 days after the date of the allotment of the Bonds. Any stabilisation action or over-
allotment must be conducted by the relevant Stabilising Manager (or any person acting on behalf of the
Stabilising Manager) to the extent and in accordance with all applicable laws and regulations.

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TABLE OF CONTENTS
Page
RISK FACTORS .................................................................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................ 13
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ............... 16
TERMS AND CONDITIONS OF THE BONDS ................................................................................. 17
USE OF PROCEEDS ........................................................................................................................... 29
RECENT DEVELOPMENTS .............................................................................................................. 30
TAXATION .......................................................................................................................................... 47
SUBSCRIPTION AND SALE ............................................................................................................. 51
GENERAL INFORMATION ............................................................................................................... 53

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RISK FACTORS
The following are 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. The
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.
Claims and litigation risk
Accor is also subject to risks relating to claims and litigation proceedings.
CIWLT tax audit
Following tax audits covering the years 1998 to 2002 and the year 2003 of the French branch of
Compagnie Internationale des Wagons Lits et du Tourisme (CIWLT), a Belgian company that is 99.78%-
owned by Accor SA, the French tax authorities concluded that CIWLT's seat of management was located in
France not in Belgium.
The authorities therefore added CIWLT's profit to the profit taxable in France. CIWLT contested this
reassessment before the competent French courts.
The reassessment for the period 1998 to 2002 became final and the matter was closed in 2012.
Concerning the 2003 reassessment, the tax and related penalties totalling 17.5 million were paid in July
2011 and late interest of 2.7 million was paid in August 2011. Receivables for the same amounts were
recorded in the consolidated statement of financial position at 31 December 2011 in full by provisions. The
Versailles Administrative Court of Appeal found against CIWLT in a ruling handed down on 21 May 2013
and in August 2013 CIWLT filed a summary motion to institute proceedings before the French Supreme
Court of Appeal (Conseil d'Etat). The motion was accepted and the appeal is currently being heard.
Dividend withholding tax (précompte)
In 2002, Accor mounted a legal challenge to its obligation to pay withholding tax (précompte) on the
redistribution of European source dividends.
Until 2004, French parent companies were entitled to a 50 per cent. tax credit on dividends received from
French subsidiaries, which could be set off against the précompte withholding tax. However, no tax credit
was attached to European source dividends. Accor contested this rule, on the grounds that it breached
European Union rules.
In the dispute between Accor and the French State, on 21 December 2006 the Versailles Administrative
Court ruled that Accor was entitled to a refund of the précompte dividend withholding tax paid in the
period 1999 to 2001, in the amount of 156 million.
The amount of 156 million was refunded to Accor during the first-half of 2007, together with 36.4
million in late interest due by the French State.
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However, on 8 March 2007, the French State appealed the ruling before the Versailles Administrative Court
of Appeal. The French State's appeal was rejected on 20 May 2008.
As the French State had not yet exhausted all avenues of appeal, a liability was recognized for the amounts
received and the financial impact of the rulings by the Versailles Administrative Court and Court of Appeal
was not recognized in the financial statements.
On 3 July 2009, the French Supreme Court of Appeal announced that it would postpone ruling on the
French State's appeal and on 4 August 2009, it applied to the Court of Justice of the European Communities
("ECJ") for a preliminary ruling on this issue.
After reviewing the matter, the ECJ's final ruling was handed down on 15 September 2011. In this ruling,
the ECJ held that the French précompte/tax credit system restricts the freedom of establishment and free
movement of capital.
In its ruling handed down on 10 December 2012, the French Supreme Court of Appeal considered that the
dividend tax credit and précompte withholding tax systems had been shown to be incompatible. However,
the Court also considered that the amount to be refunded was subject to strict rules which, to all intents and
purposes, restricted Accor's right to a refund. Accordingly, the Court found that Accor was entitled to only
approximately 6.3 million in principal already refunded.
In addition to the 149.7 million to be returned to the French State, Accor was also required to repay the
late interest received in 2007, amounting to approximately 36.4 million, less the portion related to the
retained refund of 6.3 million. In all, 184.7 million in principal and interest was repaid to the French
State during the first-half 2013.
In the 2012 financial statements, the 6.3 million précompte dividend withholding tax refunded to Accor
and not repayable to the French State was credited to a reserve account (see Changes in Consolidated
Shareholders' Equity). The estimated 1.4 million in late interest received on this amount was considered
as offsetting the early payment of tax, and was therefore recorded as a tax benefit in the income statement.
Accor has noted the Supreme Court of Appeal's decision and intends to continue to use the avenues
available to it to defend its position in the dispute with the French tax authorities.
On 7 February 2007, Accor filed an application originating proceedings before the Cergy Pontoise Court on
the same grounds, to obtain a refund of the 187 million in précompte dividend withholding tax paid in the
period 2002 to 2004. In a ruling handed down on 27 May 2014, the Cergy Pontoise Court applied the
restrictive principles governing the calculation of refunds described by the French Supreme Court of
Appeal (Conseil d'Etat) in a decision dated 10 December 2012. In line with these principles, the Court
found that Accor was entitled to a refund of 7.1 million in respect of the précompte dividend withholding
tax for the years 2002, 2003 and 2004 together with interest of 3.3 million.
These amounts were recorded in the statement of financial position at 30 June 2014. They had no impact on
the income statement as Accor appealed the decision before the Versailles Administrative Court of Appeal
on 23 July 2014 and the ruling is therefore not final.
Tax dispute in Italy
In October 2011, the Italian tax authorities notified several Accor and Edenred subsidiaries of a 27.4
million tax reassessment concerning registration duties. The reassessment is based on the requalification as
the sale of a business subject to registration duty of a number of transactions carried out as part of the
reorganisation of Accor's Services division in Italy between 2006 and 2010.
The Accor and Edenred companies concerned wrote to the Italian authorities on 16 December 2011
contesting the reassessments.
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The reassessment notices required settlement of the tax deficiencies within 60 days and the companies
concerned therefore paid the amounts claimed on 16 December 2011. The cost was shared equally between
Accor and Edenred pursuant to an agreement assigning the risk and any resulting costs to the two parties on
a 50/50 basis.
The companies believe that the tax reassessment is without merit and, after consulting with their legal and
tax advisors, consider that their challenges have a reasonable chance of success.
Consequently, no provision was set aside in the consolidated financial statements for either 2011 or 2012.
The matter was brought before the court of first instance which, in a ruling handed down on 11 March 2014
found in favour of Edenred and Accor and cancelled the total amount of the reassessments. The Italian tax
authorities appealed this decision on 25 June 2014.
Tax audit at Accor SA
A tax audit is currently in progress at Accor SA. On 26 December 2013, the tax authorities notified the
Company of proposed adjustments to its 2012 accounts. The proposal was timed to interrupt the statute of
limitations that was due to expire for claims by the tax authorities on 31 December 2013. The tax
authorities have not yet provided any indication of the financial consequences of the proposed adjustments
for the tax group of which Accor SA is the filing entity, but the total risk including late interest is estimated
at 26 million.
The tax authorities are challenging the independent valuation of the Accor Services brands that was used by
Accor SA to calculate the taxable capital gain on the brands contributed at the time of the Group's demerger
in 2010. They have also queried the alleged waiver by Accor SA of income due by its wholly-owned
Brazilian subsidiary, Hotelaria Accor Brasil S.A., which they say had corporate income tax and withholding
tax implications. This represents a relatively minor risk.
Accor SA wrote to the tax authorities in February 2014 contesting the proposed adjustments, but has
nevertheless recorded a contingency provision of 11 million in its 2013 financial statements.
Other claims and litigation
In the normal course of its business, the Group is exposed to claims, litigations and proceedings that may
be in progress, pending or threatened. Accor believes that these claims, litigations and proceedings have not
and will not give rise to any material costs at Group level and have not and will not have a material adverse
effect on the Group's financial position, business and/or results of operations.
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;
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(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.
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.
In addition, the Issuer has the option to redeem all (but not some only) of the Bonds as provided in
Condition 4(c) of the Terms and Conditions of the Bonds. If the market interest rates decrease, the risk to
Bondholders that the Issuer will exercise its right of early redemption increases. As a consequence, the
yields received upon such early redemption may be lower than expected, and the redeemed face amount of
the Bonds may be lower than the purchase price paid for such Bonds by the Bondholder where the purchase
price was above par. As a consequence, part of the capital invested by the Bondholder may be lost, so that
the Bondholder in such case would not receive the total amount of the capital invested. However, the
redeemed face amount of the Bonds may not be below par. In addition, investors that choose to reinvest
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monies they receive through an early redemption may be able to do so only in securities with a lower yield
than such redeemed Bonds.
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(d) 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.
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 safeguard procedure (procédure de sauvegarde), an accelerated
safeguard procedure (procédure de sauvegarde accélérée), an accelerated financial safeguard procedure
(procédure de sauvegarde financière accélérée) 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 Bonds), whether or not under a debt
issuance programme (EMTN) and regardless of their governing law. The Assembly deliberates on the
proposed safeguard plan (projet de plan de sauvegarde), proposed accelerated safeguard plan (projet de
plan de sauvegarde accélérée), proposed accelerated financial safeguard plan (projet de plan de sauvegarde
financière accélérée) 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 Bondholders) by rescheduling
and/or writing-off debts;
- establish an unequal treatment between holders of debt securities (including the Bondholders) as
appropriate under the circumstances; and/or
- decide to convert debt securities (including the Bonds) into shares.
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