Obligation Accor SA 4.375% ( FR0013399177 ) en EUR

Accor SA

100 % ▲

France

FR0013399177 ( en EUR )

4.375% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Accor SA FR0013399177 en EUR 4.375%, échéance Perpétuelle

100 000 EUR

500 000 000 EUR

30/04/2025 ( Dans 182 jours )

L'Obligation émise par Accor SA ( France ) , en EUR, avec le code ISIN FR0013399177, paye un coupon de 4.375% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

PROSPECTUS DATED 29 JANUARY 2019
Accor
(a société anonyme incorporated in France)
500,000,000 Undated Deeply Subordinated Fixed to Reset Rate NC 5.25 Bonds
(the "Bonds")
Issue Price: 99.445 per cent
The Bonds of Accor (the "Issuer") will bear interest (i) from (and including) 31 January 2019 (the "Issue Date"), to (but excluding)
30 April 2024 (the "First Step-up Date"), at a fixed rate of 4.375 per cent. per annum, payable annually in arrear on 30 April in each
year with the first interest payment date on 30 April 2019 (short first coupon), and (ii) thereafter in respect of each successive five year
period, the first successive five year period commencing on (and including) the First Step-up Date, at a reset rate calculated on the
basis of the mid swap rates for Euro swap transactions with a maturity of five years plus a margin, payable annually in arrear on or
about 30 April in each year with the first such interest payment date on 30 April 2025 as further described in "Terms and Conditions
of the Bonds - Interest and deferral of interest General".
Payment of interest on the Bonds may, at the option of the Issuer, be deferred, as set out in "Terms and Conditions of the Bonds -
Interest and deferral of interest - Interest Deferral".
The Bonds do not contain events of default nor cross default.
The Bonds are undated obligations of the Issuer and have no fixed maturity date. However, the Issuer will have the right to redeem the
Bonds in whole, but not in part, on any day in the period commencing on (and including) 31 January 2024 (being the date falling three
months prior to the First Step-up Date) and ending on (and including) the First Step-up Date, and on any Interest Payment Date
thereafter, as defined and further described in "Terms and Conditions of the Bonds - Redemption and Purchase- Optional
Redemption".
The Issuer may also redeem the Bonds upon the occurrence of a Gross-Up Event, a Withholding Tax Event, a Tax Deduction Event,
an Accounting Event, an Equity Credit Rating Event, a Substantial Repurchase Event or a Change of Control Call Event, as further
described in "Terms and Conditions of the Bonds Redemption and Purchase".
Payments of principal and interest on the Bonds will be made without withholding or deduction for or on account of taxes of the
Republic of France, unless required by law (See "Terms and Conditions of the Bonds-- Taxation").
The Bonds will, upon issue on the Issue Date, 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, S.A. ("Clearstream").
The Bonds will be in dematerialised bearer form (au porteur) 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 Autorité des marchés financiers (the "AMF"), in its capacity as competent authority pursuant to
Article 212-2 of its Règlement général, implementing Article 13 of Directive 2003/71/EC (as amended) (the "Prospectus Directive"),
for the approval of this Prospectus as a prospectus for the purposes of Article 5.3 of the Prospectus Directive. Application has also
been made to Euronext Paris for the Bonds to be admitted to trading. Euronext Paris is a regulated market for the purposes of the
Markets in Financial Instruments Directive, Directive 2014/65/EU as amended (a "Regulated Market").
The Bonds are expected to be rated BB by S&P Global Ratings Europe Limited ("S&P") and BB by Fitch Ratings Limited ("Fitch").
The Issuer's long-term senior unsecured debt is rated BBB- (stable outlook) by S&P and BBB- (positive outlook) by Fitch. 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 Regulation") and is included in the list of registered credit rating agencies published on the
website of the European Securities and Markets Authority (the "ESMA") (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. This
Prospectus does not describe all of the risks of an investment in the Bonds.
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Structuring Advisors, Global Coordinators, Joint Bookrunners and Joint Lead Managers
BNP PARIBAS
CITIGROUP

Joint Bookrunners and Joint Lead Managers
BofA MERRILL LYNCH
COMMERZBANK
CREDIT AGRICOLE CIB
HSBC
MUFG
NATWEST MARKETS
SANTANDER CORPORATE & INVESTMENT BANKING

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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 may be restricted by law in certain
jurisdictions. 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 U.S. 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, or for
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 (including the documents which are incorporated herein by reference) or for
any other statement in connection with the Issuer.
The Joint Lead Managers have not separately verified the information or representations contained or
incorporated by reference 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 sincerity,
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.
Potential investors should, in particular, read carefully the section entitled "Risk Factors" of this Prospectus
before making a decision to invest in the Bonds. None of the Joint Lead Managers has reviewed or
undertakes to review the financial condition or affairs of the Issuer prior to or 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.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS  The Bonds
are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these

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purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning
of Directive 2016/97/EU (the "Insurance Mediation Directive"), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation")
for offering or selling the Bonds or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Bonds or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the Bonds, taking into account the five categories referred to in item
18 of the Guidelines on MiFID II product governance requirements published by ESMA dated 5 February
2018, has led to the conclusion that: (i) the target market for the Bonds is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to
eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the Bonds (a "Distributor") should take into consideration the manufacturers' target
market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target
market assessment in respect of the Bonds (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.

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.

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TABLE OF CONTENTS
Page
RISK FACTORS .................................................................................................................................... 6
GENERAL DESCRIPTION OF THE BONDS ................................................................................... 16
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................... 25
TERMS AND CONDITIONS OF THE BONDS ................................................................................ 28
USE OF PROCEEDS ........................................................................................................................... 47
RECENT DEVELOPMENTS .............................................................................................................. 48
TAXATION .......................................................................................................................................... 60
SUBSCRIPTION AND SALE ............................................................................................................. 62
GENERAL INFORMATION ............................................................................................................... 65
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS .............. 68

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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 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
The risk factors relating to the Issuer and its activity are set out in particular in pages 54 to 67 and pages
321 and 322 of the reference document (document de référence) of the Issuer for the year ended 31
December 2017 incorporated by reference into this Prospectus, as set out in the section "Documents
Incorporated by Reference" of this Prospectus and include the following:

-
risks related to the business environment, including (i) risks related to the legislative and regulatory
environment, (ii) risks related to the geopolitical, health and social environment, (iii) risks related to
the competitive environment, (iv) risks related to the economic environment, (v) risks related to the
natural environment, (vi) risks related to the social environment;

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operational risks specific to the Group's business and organization, including (i) legal and regulatory
risks, (ii) industrial and environmental risks, (iii) data risks, (iv) talent risks (v) risks concerning
relations with business partners, (vi) ethics and corporate social responsibility risk; and

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financial risks, including (i) liquidity risk, (ii) counterparty and country risk (iii) currency and interest
rate risk.
Risks related to the Bonds
The Bonds are complex financial instruments that 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 such investment 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, monetary, interest rate and other factors that may affect its investment and its ability to
bear the applicable risks.

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Prospective purchasers should also consult their own tax advisers as to the tax consequences of the
purchase, ownership and disposition of Bonds.
The Bonds are complex financial instruments. Sophisticated institutional investors generally purchase
complex financial instruments as part of a wider financial structure rather than as stand-alone investments.
They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood,
measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in
the Bonds unless it has the expertise (either alone or with a financial adviser) to evaluate how the Bonds
will perform under changing conditions, the resulting effects on the value of the Bonds and the impact this
investment will have on the potential investor's overall investment portfolio.
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.
Credit risk
An investment in the Bonds involves taking credit risk on the Issuer. If the credit worthiness of the Issuer
deteriorates, it may not be able to fulfil all or part of its payment obligations under the Bonds, and investors
may lose all or part of their investment.
Market value of the Bonds
The value of the Bonds depends on a number of interrelated factors, including the creditworthiness of the
Issuer, 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 Bondholder
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.

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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.
Legality of purchase.
None of the Issuer, the Joint Lead Managers, nor any of their respective affiliates, has or assumes
responsibility for the lawfulness of the acquisition of the Bonds by a prospective investor in the Bonds,
whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if
different), or for compliance by that prospective investor with any law, regulation or regulatory policy
applicable to it.
Legal investment considerations may restrict certain investments.
The investment activities of certain investors are subject to investment laws and regulations, or to review
and/or regulation by certain authorities. Each potential investor should consult its legal advisers to
determine whether and to what extent (i) the Bonds are legal investments for it, (ii) the Bonds can be used
as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any
of the Bonds. Financial institutions should consult their legal advisors or the appropriate regulators to
determine the appropriate treatment of the Bonds under any applicable risk-based capital or similar rules.
French insolvency law
Under French insolvency law, in the case of the opening in France of a safeguard procedure (procédure de
sauvergarde, procédure de sauvergarde accélérée or procédure de sauvegarde financière accélérée), a
judicial reorganisation procedure (procédure de redressement judidicaire) or a judicial liquidation
(liquidation judiciaire) of the Issuer, all creditors of the Issuer (including Bondholders through the
Representative of the Masse) must file their proof of claims1 with the creditors' representative or liquidator,
as the case may be, within two months (or within four months in the case of creditors domiciled outside
metropolitan France) of the publication of the opening of the procedure against the Issuer in the BODACC
(Bulletin officiel des annonces civiles et commerciales).
Under French insolvency law, holders of debt securities are automatically grouped into a single assembly of
holders (the "Assembly") in order to defend their common interests if a safeguard procedure (procédure de
sauvegarde, procédure de sauvegarde accélérée or procédure de sauvegarde financière accélérée) or a
judicial reorganisation procedure (procédure de redressement judiciaire) is opened in France with respect to
the Issuer.
The Assembly comprises holders of all debt securities issued by the Issuer (including the Bonds),
regardless of their governing law.
The Assembly deliberates on the proposed safeguard plan (projet de plan de sauvegarde, projet de plan de
sauvegarde accélérée or 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;

1 Subject to specific rules applying in case of procédure de sauvegarde accélérée or procédure de sauvegarde financière accélérée.

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-
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.
Decisions of the Assembly will be taken by a two-third majority (calculated as a proportion of the hybrid
debt securities cast 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 Representation of the Bondholders described in
the Terms and Conditions of the Bonds set out in this Prospectus will not be applicable with respect to the
Assembly to the extent they conflict with compulsory insolvency law provisions that apply in these
circumstances.
Modification
The Terms and Conditions of the Bonds contain provisions for collective decisions of Bondholders to
consider matters affecting their interests generally to be adopted either through a general meeting or by
consent following a written consultation. These provisions permit defined majorities to bind all
Bondholders including Bondholders who did not attend and vote or were not represented at the relevant
meeting or did not consent to the written decision and Bondholders who voted in a manner contrary to the
majority.
It should be noted that Condition 9(e) allows the Issuer to change its corporate form or proceed with a
merger or demerger within the current group perimeter without being required to seek the approval of the
Bondholders.
Potential Conflicts of Interest
Certain of the Joint Lead Managers (as defined under "Subscription and Sale" below) and their affiliates
have 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 their business activities, the Joint Lead Managers and their
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 their own account and for
the accounts of their customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or Issuer's affiliates. Certain of the Joint Lead Managers or their affiliates that
have a lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent
with their customary risk management policies. Typically, such Joint Lead Managers and their affiliates
would hedge such exposure by entering into transactions which consist of either the purchase of credit
default swaps or the creation of short positions in securities, including potentially the Bonds. Any such
positions could adversely affect future trading prices of the Bonds. The Joint Lead Managers and their
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.
Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the jurisdiction 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 overview contained in this Prospectus but to ask for
their own tax adviser's advice on their individual taxation with respect to the acquisition, holding, disposal
and redemption of the Bonds. Only these advisers are in a position to duly consider the specific situation of

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the potential investor. This investment consideration has to be read in connection with the taxation section
of this Prospectus.
Financial Transaction Tax ("FTT")
On 14 February 2013, the European Commission published a proposal (the "Commission's proposal") for
a Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria,
Portugal, Slovenia and Slovakia (the "participating Member States"). However, Estonia has since stated
that it will not participate.
The Commission's proposal has very broad scope and could, if introduced, apply to certain dealings in the
Bonds (including secondary market transactions) in certain circumstances.
Under the Commission's proposal, FTT could apply in certain circumstances to persons both within and
outside of the participating Member States. Generally, it would apply to certain dealings in the Bonds
where at least one party is a financial institution, and at least one party is established in a participating
Member State. A financial institution may be, or be deemed to be, "established" in a participating Member
State in a broad range of circumstances, including (a) by transacting with a person established in a
participating Member State or (b) where the financial instrument which is subject to the dealings is issued
in a participating Member State.
However, the FTT proposal remains subject to negotiation between the participating Member States and its
scope is uncertain. It may therefore be altered prior to any implementation, the timing of which remains
unclear. Additional EU Member States may decide to participate and/or participating Member States may
decide to withdraw.
Prospective holders of the Bonds are advised to seek their own professional advice in relation to the FTT.
Risks related to the structure of the Bonds
The Bonds are lowest ranking subordinated obligations of the Issuer
The Issuer's obligations under the Bonds are direct, unconditional, unsecured and deeply subordinated
obligations (titres subordonnés de dernier rang) of the Issuer and rank and will rank pari passu among
themselves and pari passu with all other present and future Parity Securities of the Issuer (as defined in the
Terms and Conditions of the Bonds). In the event of any judgment rendered by any competent court
declaring the judicial liquidation (liquidation judiciaire) of the Issuer, or in the event of a transfer of the
whole of the business of the Issuer (cession totale de l'entreprise) subsequent to the opening of a judicial
recovery procedure (redressement judiciaire), or in the event of the voluntary dissolution of the Issuer or if
the Issuer is liquidated for any other reason (in all cases listed above, other than pursuant to a consolidation,
amalgamation or merger or other reorganisation outside the context of an insolvency whereby the surviving
entity assumes all obligations of the Issuer under the Bonds), the rights of Bondholders to payment under
the Bonds will be subordinated to the full payment of the unsubordinated creditors of the Issuer (including
holders of Unsubordinated Obligations), of the ordinary subordinated creditors of the Issuer (including
holders of Ordinary Subordinated Obligations), of lenders in relation to prêts participatifs granted to or to
be granted to the Issuer and titres participatifs issued or to be issued by the Issuer, if and to the extent that
there is still cash available for those payments. Thus, the Bondholders face a higher performance risk than
holders of unsubordinated and ordinary subordinated obligations of the Issuer.
The claims of the Bondholders under the Bonds are intended to be senior only to claims of any holders of
Junior Securities. There are currently no other instruments of the Issuer that rank junior to the Bonds other
than the ordinary shares of the Issuer.

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Document Outline

#1">Accor
#1">(a société anonyme incorporated in France)
#5">TABLE OF CONTENTS
#6">RISK FACTORS
#6">Risks related to the Issuer
- #14">Regulation and reform of benchmarksŽ may adversely affect the value of the Bonds
#16">GENERAL DESCRIPTION OF THE BONDS
#16">This overview is a general description of the Bonds and is qualified in its entirety by the remainder of this Prospectus. For a more complete description of the Bonds, including definitions of capitalised terms used but not defined in this section, p...
#25">DOCUMENTS INCORPORATED BY REFERENCE
#28">TERMS AND CONDITIONS OF THE BONDS
#28">The issue of the Euro 500,000,000 Undated Deeply Subordinated Fixed to Reset Rate NC 5.25 Bonds (the "Bonds") of Accor (the "Issuer") has been authorised by a resolution of the Board of Directors (Conseil d'administration) of the Issuer held on 20 De...
- #34">(c) Optional Partial Payment of Arrears of Interest and Additional Interest Amounts:
- #34">If amounts in respect of Arrears of Interest and Additional Interest Amounts are paid in part:
- #41">The Bondholders will be grouped automatically for the defence of their common interests in a masse (the "Masse") which will be governed by the provisions of articles L.228-46 et seq. of the French Code de commerce as amended by this Condition 9.
- #45">The Bonds are governed by, and construed in accordance with, the laws of France.
- #45">Any claim against the Issuer in connection with any Bonds will be submitted to the exclusive jurisdiction of the competent courts in Paris.
#45">The following paragraph in italics does not form part of the Conditions.
#47">USE OF PROCEEDS
#48">RECENT DEVELOPMENTS
#60">TAXATION
- #61">(i) admitted to trading on a French or foreign regulated market or multilateral securities trading system provided that such market or system is not located in a Non-Cooperative State, and the operation of such market is carried out by a market operat...
- #61">(ii) admitted, at the time of their issue, to the operations of a central depositary or of a securities delivery and payment systems operator within the meaning of Article L. 561-2 of the French Code monétaire et financier, or of one or more similar f...
#62">SUBSCRIPTION AND SALE
#62">Subscription Agreement
#65">GENERAL INFORMATION
#68">PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS