Obligation Accor SA 2.375% ( FR0012949949 ) en EUR

Accor SA

100 % ▼

France

FR0012949949 ( en EUR )

2.375% par an ( paiement annuel )

16/09/2023 - Obligation échue

Prospectus brochure de l'obligation Accor SA FR0012949949 en EUR 2.375%, échue

100 000 EUR

500 000 000 EUR

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 Accor SA (FR0012949949), émise en France pour un montant total de 500 000 000 EUR, avec un coupon de 2,375% et une taille minimale d'achat de 100 000 EUR, est arrivée à échéance le 16 septembre 2023 et a été intégralement remboursée à son prix nominal de 100%.

PROSPECTUS DATED 11 SEPTEMBER 2015

Accor
(a société anonyme incorporated in France)
500,000,000
2.375 per cent. Bonds due 2023
Issue Price: 99.762 per cent.
The 500,000,000 2.375 per cent. Bonds due 2023 (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 and will mature on 17 September 2023.
Interest on the Bonds will accrue at the rate of 2.375 per cent. per annum from 17 September 2015 (the "Issue Date") and will be
payable in Euro annually in arrear on 17 September in each year, commencing on 17 September 2016. 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 17 September 2023. 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
accordance with Condition 4(b) (Redemption for Taxation Reasons) in the event that certain French taxes are imposed (See "Terms
and Conditions of the Bonds--Redemption and Purchase") or at the option of Bondholders in accordance with Condition 4(d)
(Redemption at the option of Bondholders following a Change of Control) or at the option of the Issuer in accordance with Condition
4(c) (Redemption at the option of the Issuer).
The Bonds will, upon issue on 17 September 2015, 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 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 2004/39/EC (a "Regulated Market").
The Bonds are expected to be rated BBB- by Standard & Poor's Ratings Services ("S&P") and 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 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.
Global Coordinator
BNP PARIBAS
Joint Lead Managers
Barclays
BNP PARIBAS
Commerzbank
MUFG
Santander Global Banking & Markets
Société Générale 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 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.
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In connection with the issue of the Bonds, BNP Paribas (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 thirty (30) calendar days after the Issue Date and sixty (60)
calendar 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 ............................................................................................................................................. 5
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 10
TERMS AND CONDITIONS OF THE BONDS ......................................................................................... 13
USE OF PROCEEDS.................................................................................................................................... 26
RECENT DEVELOPMENTS....................................................................................................................... 27
TAXATION ................................................................................................................................................... 48
SUBSCRIPTION AND SALE ...................................................................................................................... 50
GENERAL INFORMATION ........................................................................................................................ 52
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ....................... 54

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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 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
The risk factors relating to the Issuer and its activity are set out in particular in pages 124 to 127 and pages
259 and 260 of the reference document (document de référence) of the Issuer for the year ended 31
December 2014 incorporated by reference into this Prospectus, as set out in the section "Documents
Incorporated by Reference" of this Prospectus and include the following:

- operational risks, including (i) risks related to malicious damage and terrorist threats, (ii) public
health risks, (iii) risks related to the economic environment, (iv) natural disaster risks, (v)
competition risks, (vi) risks of damage to Accor's brand image; (vi) risks related to partnerships, (vii)
risks relating to information systems, (viii) data protection risks, (ix) employee-related risks,
- environmental risks;
- regulatory and legal risks, including (i) risks relating to changes in tax legislation, (ii) risks relating
to legal and arbitration proceedings;
- financial risks, including (i) liquidity risk, (ii) counterparty and country risk (iii) currency and
interest rate risk.
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.
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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)(i) or remaining Bonds as provided in Condition 4(c)(ii) of the Terms and Conditions of the
Bonds. During a period when the Issuer may elect to redeem Bonds, such Bonds may feature a market
value not above the price at which they can be redeemed. 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
monies they receive through an early redemption may be able to do so only in securities with a lower yield
than such redeemed Bonds.
In particular, with respect to the redemption at the option of the Issuer when only 20 per cent. or less of the
principal amount of the Bonds remains outstanding (Condition 4(c)(ii)), there is no obligation on the Issuer
to inform investors if and when the 20 per cent. threshold referred to therein has been reached or is about to
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be reached. The Issuer's right to redeem will exist notwithstanding that immediately prior to the
publication of a notice in respect of the redemption at the option of the Issuer the Bonds under Condition
4(c)(ii), the Bonds may have been trading significantly above par, thus potentially resulting in a loss of
capital invested.
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, 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;
establish an unequal treatment between holders of debt securities (including the Bondholders) as
appropriate under the circumstances; and/or
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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 debt
securities held by the holders attending such Assembly or represented thereat). No quorum is required to
convoke 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.
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 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, 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
Under the EC Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form
of interest payments as amended by the Amending Savings Directive (as defined below) (the "Savings
Directive"), each Member State is required as from 1 July 2005 to provide to the tax authorities of another
Member State details of payments of interest and other similar income (within the meaning of the Savings
Directive made by a paying agent (within the meaning of the Savings Directive) within its jurisdiction to,
or under certain circumstances collected for the benefit of a beneficial owner (within the meaning of the
Savings Directive), resident in that other Member State.
However, for a transitional period, Austria instead applies a withholding system in relation to such
payments, deducting tax at a rate of 35 per cent., unless the beneficiary of interest payments elects for the
exchange of information. The transitional period is to terminate at the end of the first full fiscal year
following agreement by certain non-EU countries to the exchange of information relating to such payments.
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.
The Council of the European Union formally adopted the Council Directive 2014/48/EU amending the
Savings Directive on 24 March 2014 (the "Amending Savings Directive"). The Amending Savings
Directive amends and broadens the scope of the requirements described above. Member States have until 1
January 2016 to adopt the national legislation necessary to comply with the Amending Savings Directive.
The changes made under the Amending Savings Directive include extending the scope of the Savings
Directive to payments made to, or collected for, certain other entities and legal arrangements. They also
broaden the definition of "interest payment" to cover income that is equivalent to interest.
However, the European Commission has proposed the repeal of the Savings Directive from 1 January 2017
in the case of Austria and from 1 January 2016 in the case of all other Member States (subject to on-going
requirements to fulfil administrative obligations such as the reporting and exchange of information relating
to, and accounting for withholding taxes on, payments made before those dates). This is to prevent overlap
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between the Savings Directive and a new automatic exchange of information regime to be implemented
under Council Directive 2011/16/EU on Administrative Cooperation in the field of Taxation (as amended
by Council Directive 2014/107/EU). The proposal also provides that, if it proceeds, Member States will
not be required to apply the new requirements of the Amending Savings Directive.
Prospective investors should inform themselves of, and where appropriate consult their professional
advisers on, the impact of the Savings Directive and the Amending Savings Directive prior to taking an
investment decision in the Bonds.
Financial Transaction Tax
The European Commission has published a 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").
The proposed FTT has very broad scope and could, if introduced in its current form, apply to certain
dealings in the Bonds (including secondary market transactions) in certain circumstances. The issuance and
subscription of Bonds should, however, be exempt.
Under current proposals the 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.
Joint statements issued by Participating Member States indicate an intention to implement the FTT by 1
January 2016.
However, the FTT proposal remains subject to negotiation between the Participating Member States and the
scope of any such tax is uncertain. Additional EU Member States may decide to participate.
Prospective holders of the Bonds are advised to seek their own professional advice in relation to the FTT.

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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 AMF:
(a)
the Issuer's 2013 reference document (document de référence) (the "2013 Registration
Document") in the French language filed with the AMF under registration N° D.14-0235, dated
28 March 2014; except for (i) the third paragraph of the section "Person responsible for the
Registration Document" on page 332 and (ii) the cross-reference table and the section on
information incorporated by reference (such excluded parts are not relevant for investors);
(b)
the Issuer's 2014 reference document (document de référence) (the "2014 Registration
Document") in the French language filed with the AMF under registration N° D.15-0219, dated
27 March 2015; except for (i) the third paragraph of the section "Person responsible for the
Registration Document" on page 318 and (ii) the cross-reference table and the information
incorporated by reference in the cross-reference table (such excluded parts are not relevant for
investors); and
(c)
the Issuer's interim financial report for the period ended 30 June 2015 (the "2015 Interim
Financial Report") in the French language filed with the AMF on 24 August 2015.
Such documents shall be incorporated in and form part of this Prospectus, save that:
(i)
the information incorporated by reference that is not included in the cross-reference list and
that is not expressly excluded under paragraphs (a) and (b) above is considered as additional
information and is not required by the relevant schedules of the Commission Regulation No.
809/2004 as amended or is covered elsewhere in the Prospectus; and
(ii)
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 (i)
from the primary business office of the Issuer, (ii) on the website of the Issuer (http://www.accorhotels-
group.com/fr/finance.html) and (iii) (with the exception of the 2015 Interim Financial Report) on the
website of the AMF (www.amf-france.org). The Prospectus and any supplement thereto will also be
available on the website of the AMF (www.amf-france.org). Non-official English translations of the 2013
Registration Document, the 2014 Registration Document and the 2015 Interim Financial Report are
available on the website of the Issuer (http://www.accorhotels-group.com/en/finance.html). These
documents are available for information purposes only and are not incorporated by reference in this
Prospectus. The only binding versions are the French language versions filed with the AMF.
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, as
amended implementing the Prospectus Directive.

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