Bond Casino Guichard-Perrachon SA 1.865% ( FR0013260379 ) in EUR

Issuer Casino Guichard-Perrachon SA
Market price 100 %  ▼ 
Country  France
ISIN code  FR0013260379 ( in EUR )
Interest rate 1.865% per year ( payment 1 time a year)
Maturity 13/06/2022 - Bond has expired



Prospectus brochure of the bond Casino Guichard Perrachon SA FR0013260379 in EUR 1.865%, expired


Minimal amount 100 000 EUR
Total amount 750 000 000 EUR
Detailed description Casino Guichard-Perrachon SA is a French multinational retail company operating a diverse portfolio of hypermarkets, supermarkets, and convenience stores primarily in France, but also internationally, including brands like Géant Casino, Casino Supermarchés, and Franprix.

The Bond issued by Casino Guichard-Perrachon SA ( France ) , in EUR, with the ISIN code FR0013260379, pays a coupon of 1.865% per year.
The coupons are paid 1 time per year and the Bond maturity is 13/06/2022







ng
Casino, Guichard-Perrachon
Casino Finance
Euro 9,000,000,000
Euro Medium Term Note Programme
Due from one month from the date of original issue
Unconditionally and irrevocably guaranteed by Casino, Guichard-Perrachon in respect of
Notes issued by Casino Finance
Under the Euro Medium Term Note Programme described in this Base Prospectus (the "Programme"), Casino, Guichard-Perrachon ("Casino" or, in its capacity as issuer, an
"Issuer") and Casino Finance ("Casino Finance" or an "Issuer" (together with Casino, in its capacity as Issuer, the "Issuers")), subject to compliance with all relevant laws,
regulations and directives, may from time to time issue Euro Medium Term Notes (the "Notes"). The Notes issued by Casino Finance will, upon their issue, be guaranteed by
Casino (the "Guarantor") pursuant to a cautionnement solidaire (the "Guarantee"). The aggregate nominal amount of Notes outstanding will not at any time exceed Euro
9,000,000,000 (or the equivalent in other currencies).
This Base Prospectus shall be in force for a period of one year as of the date set out hereunder.
Application has been made to the Commission de surveillance du secteur financier ("CSSF") in its capacity as competent authority in Luxembourg under the loi relative aux
prospectus pour valeurs mobilières dated 10 July 2005, as amended (the "Prospectus Act 2005") for the approval of this document as a base prospectus for the purposes of Article
5.4 of the Prospectus Directive. In accordance with article 7(7) of the Prospectus Act 2005, the CSSF shall give no undertaking as to the economical and financial soundness of the
operation or the quality or solvency of the Issuers by approving this Base Prospectus.
Application may be made for a period of twelve (12) months from the date of this Base Prospectus (i) to the Luxembourg Stock Exchange for the Notes issued under the
Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market and to be listed on the official list of the Luxembourg Stock Exchange and/or (ii) to
the competent authority of any other Member State of the European Economic Area ("EEA") for Notes issued under the Programme to be listed and admitted to trading on an
EEA Regulated Market (as defined below) in such Member State. However, Notes issued under the Programme may be unlisted and/or not admitted to trading on any market
including an EEA Regulated Market. The relevant final terms (the "Final Terms") (a form of which is contained herein) in respect of the issue of any Notes will specify whether
or not such Notes will be listed and admitted to trading and, if so, the relevant EEA Regulated Market.
The Luxembourg Stock Exchange is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC, appearing on the list of regulated markets
issued by the European Commission (an "EEA Regulated Market").
References in this Base Prospectus to the "Prospectus Directive" are to the Directive 2003/71/EC of 4 November 2003 on the prospectus to be published when securities are offered to
the public or admitted to trading, as amended.
Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described herein.
Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical documents
of title will be issued in respect of the Dematerialised Notes.
Dematerialised Notes may, at the option of the relevant Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the books of Euroclear France
("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in "Terms and Conditions of the Notes - Form, Denomination,
Title and Redenomination") including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking S.A. ("Clearstream") or in registered
dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder (as defined in Condition 1(c)(iv)), in either fully registered form (nominatif
pur), in which case they will be inscribed either with the relevant Issuer or with the registration agent (designated in the relevant Final Terms) for the relevant Issuer, or in
administered registered form (nominatif administré) in which case they will be inscribed in the accounts of the Account Holders designated by the relevant Noteholders.
Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate in bearer form without interest coupons attached
(a "Temporary Global Certificate") will initially be issued in connection with Materialised Notes. Such Temporary Global Certificate will be exchanged for definitive
Materialised Notes in bearer form with, where applicable, coupons for interest attached on or after a date expected to be on or about the 40th day after the issue date of the Notes
(subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as to non U.S. beneficial ownership as more
fully described herein.
Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream, be deposited on the issue date with a common
depositary on behalf of Euroclear and/or Clearstream and (b) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear and/or
Clearstream or delivered outside a clearing system, be deposited as agreed between the Issuers and the relevant Dealer (as defined below).
As at the date of this Base Prospectus, Casino has a long-term debt rating of BB+ by Standard & Poor's Ratings Services ("S&P") and BBB- by Fitch Ratings ("Fitch") and a
short-term debt rating of B by S&P and F3 by Fitch. Unless otherwise specified in the relevant Final Terms, Notes to be issued under the Programme with a maturity of 12 months
or more will be rated BB+ by S&P and BBB- by Fitch. Unless otherwise specified in the relevant Final Terms, Notes to be issued under the Programme having a maturity of less
than 12 months will be rated B by S&P and F3 by Fitch. As of the date of this Base Prospectus, S&P and Fitch are established in the European Union and registered under
Regulation (EC) No. 1060/2009 on credit ratings agencies, as amended (the "CRA Regulation") and are included in the list of credit rating agencies registered in accordance with
the CRA Regulation published on the European Securities and Markets Authority's website (www.esma.europa.eu/page/List-registered-and-certified-CRAs). The relevant Final
Terms will specify whether or not such credit ratings are issued by a credit rating agency established in the European Union and registered under the CRA Regulation. Credit
ratings are subject to revision, suspension or withdrawal at any time by the relevant rating organisation. Where an issue of Notes is rated, its rating will not necessarily be the same
as the rating assigned to Notes issued under the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or
withdrawal at any time by the assigning rating agency.
The Final Terms of the relevant Notes will be determined at the time of the offering of each Tranche and will be set out in the relevant Final Terms.
Arranger
Deutsche Bank
Dealers
BNP PARIBAS
Crédit Agricole CIB
Deutsche Bank
HSBC
J.P. Morgan
NATIXIS
NatWest Markets
Santander Global Corporate Banking
Société Générale Corporate & Investment Banking
The date of this Base Prospectus is 13 January 2017


This document (together with any supplements to this document published from time to time (each a
"Supplement" and together the "Supplements")) constitutes two base prospectuses for the purposes of Article 5.4
of the Prospectus Directive: (i) the base prospectus for Casino in respect of Notes to be issued by Casino under
this Programme and (ii) the base prospectus for Casino Finance in respect of Notes to be issued by Casino
Finance under this Programme, in respect of, and for the purpose of giving information with regard to, Casino
and its respective consolidated subsidiaries and affiliates as a whole, including Casino Finance (together with the
Issuers, the "Group" or "Casino Group") which is necessary to enable investors to make an informed assessment
of the assets and liabilities, financial position, profit and losses and prospects of the Issuers.
No person has been authorised to give any information or to make any representation other than those contained
in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information
or representation must not be relied upon as having been authorised by Casino or Casino Finance or any of the
Dealers or the Arranger (each as defined in "General Description of the Programme"). Neither the delivery of this
Base 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 Casino or Casino Finance, as the case may be, or those of the
Group since the date hereof or the date upon which this Base Prospectus has been most recently amended or
supplemented or that there has been no adverse change in the financial position of either Casino or Casino
Finance, as the case may be, or that of the Group since the date hereof or the date upon which this Base
Prospectus has been most recently amended or supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuers, the
Dealers and the Arranger to inform themselves about and to observe any such restriction.
The Notes and the Guarantee have not been and will not be registered under the United States Securities Act of
1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and may include Materialised Notes in bearer form that are subject to U.S. tax
law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the case of
Materialised Notes in bearer form, delivered within the United States or to, or for the account or benefit of, U.S.
persons. The Notes are being offered and sold in offshore transactions outside the United States to non-U.S.
persons in reliance on Regulation S under the Securities Act ("Regulation S").
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory authority, nor has any of the foregoing
authorities passed upon or endorsed the merits of the offering of the Notes or the accuracy or the adequacy of
this Base Prospectus. Any representation to the contrary is a criminal offence in the United States.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of Casino or Casino Finance
or the Dealers or the Arranger to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base Prospectus.
None of the Dealers or the Arranger makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
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 Casino, Casino Finance, the Arranger or the
Dealers that any recipient of this Base Prospectus or any other financial statements should purchase the Notes.
Each potential purchaser of Notes should determine for itself the relevance of the information contained in this
Base Prospectus and its purchase of Notes should be based upon such investigation as it deems necessary. None
of the Dealers or the Arranger undertakes to review the financial condition or affairs of Casino, Casino Finance
or the Group during the life of the arrangements contemplated by this Base Prospectus nor to advise any
A33151094
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investor or potential investor in the Notes of any information coming to the attention of any of the Dealers or the
Arranger.
In connection with the issue of any Tranche (as defined in "General Description of the Programme"), one of the
Dealers may act as a stabilising manager(s) (the "Stabilising Manager(s)"). The identity of the Stabilising Manager
will be disclosed in the relevant Final Terms.
The Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in the applicable Final
Terms may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Agent
(or person(s) acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation
action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the
relevant Tranche of Notes 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 of the relevant Tranche of Notes and 60 days after the date of the allotment
of the relevant Tranche of Notes. Any stabilisation action or over-allotment shall be conducted by the relevant
Stabilising Manager(s) (or person(s) acting on behalf of any Stabilising Manager(s)) in accordance with
applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "", "Euro",
"EUR" or "euro" are to the single currency of the participating member states of the European Union which was
introduced on 1 January 1999, references to "£", "pounds sterling", "GBP" and "Sterling" are to the lawful
currency of the United Kingdom, references to "$", "USD" and "U.S. Dollars" are to the lawful currency of the
United States of America, references to "¥", "JPY", "Japanese yen" and "Yen" are to the lawful currency of
Japan, references to "PLN" or "Polish zloty" are to the lawful currency of the Republic of Poland and references
to "Swiss francs" or "CHF" are to the lawful currency of the Helvetic Confederation.
In this Base Prospectus, any discrepancies in any table between totals and the sums of the amounts listed in such
table are due to rounding.
A33151094
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SUPPLEMENT TO THE BASE PROSPECTUS
If at any time Casino and/or Casino Finance shall be required to prepare a supplement to this Base Prospectus pursuant to the
provisions of Article 16 of the Prospectus Directive, Casino and/or Casino Finance will prepare and make available an
appropriate supplement to this Base Prospectus, which in respect of any subsequent issue of Notes to be listed on the official
list of the Luxembourg Stock Exchange and admitted to trading on the Regulated Market of the Luxembourg Stock Exchange
or on an EEA Regulated Market, shall constitute a supplement to the Base Prospectus for the purpose of the relevant
provisions of the Prospectus Directive.
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TABLE OF CONTENTS
Page
RISK FACTORS.................................................................................................................................................................6
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................................22
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS...........................................26
GENERAL DESCRIPTION OF THE PROGRAMME....................................................................................................27
TERMS AND CONDITIONS OF THE NOTES ..............................................................................................................33
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF MATERIALISED NOTES ............................65
USE OF PROCEEDS........................................................................................................................................................67
DESCRIPTION OF THE ISSUERS AND THE GUARANTOR .....................................................................................68
A. DESCRIPTION OF CASINO AS ISSUER AND GUARANTOR..............................................................................68
B. DESCRIPTION OF CASINO FINANCE AS ISSUER................................................................................................72
RECENT DEVELOPMENTS...........................................................................................................................................74
DESCRIPTION OF THE GUARANTEE.........................................................................................................................99
TAXATION ....................................................................................................................................................................102
SUBSCRIPTION AND SALE........................................................................................................................................104
FORM OF FINAL TERMS ............................................................................................................................................107
GENERAL INFORMATION .........................................................................................................................................118
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RISK FACTORS
RISK FACTORS RELATING TO CASINO, GUICHARD-PERRACHON, CASINO FINANCE AND THE
GROUP
The relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino,
believe that the following factors may affect their ability to fulfil their obligations under the Notes issued under the
Programme. All of these factors are contingencies which may or may not occur and the relevant Issuer and the
Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, are not in a position to express
a view on the likelihood of any such contingencies occurring. The risk factors may relate to the relevant Issuer and the
Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, or the Group.
In addition, factors which are material for the purpose of assessing the market risks associated with Notes issued under
the Programme are also described below.
The relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino,
believe that the factors described below represent the principal risks inherent in investing in Notes issued under the
Programme, but the inability of the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance
with the Guarantee of Casino, to pay interest, principal or other amounts on or in connection with any Notes may occur
for other reasons and the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the
Guarantee of Casino, do not represent that the statements below regarding the risks of holding any Notes are
exhaustive. The risks described below are not the only risks the relevant Issuer and the Guarantor, in the case of Notes
issued by Casino Finance with the Guarantee of Casino, face. Additional risks and uncertainties not currently known to
the relevant Issuer and the Guarantor, in the case of Notes issued by Casino Finance with the Guarantee of Casino, or
that they currently believe to be immaterial could also have a material impact on its business operations. Prospective
investors should also read the detailed information set out elsewhere or incorporated by reference in this Base
Prospectus and the Final Terms of the relevant Notes and reach their own views prior to making any investment
decision. In particular, investors should make their own assessment as to the risks associated with the Notes prior to
investing in Notes issued under the Programme.
Subject to the above provisions, the Group has reviewed the main risks that could have a material impact on its
operations, financial position or results. These risks are described below.
FINANCIAL RISKS
The main risks associated with the Group's financial instruments are market risks ­ mainly currency, interest rate and
equity risks ­ and counterparty and liquidity risks.
Financial risk monitoring and management is the responsibility of the Corporate Finance department, which is part of
the Group Finance department. This team manages all financial exposures in coordination with the finance departments
of the Group's main subsidiaries and is also responsible for management reporting systems. It has issued good practice
guidance governing all financing, investment and hedging operations carried out by Group business units.
The Group uses derivative financial instruments such as interest rate swaps and forward currency transactions to
manage its exposure to interest rate changes and currency risks. These instruments are mainly over-the-counter
instruments transacted with first-class bank counterparties. A majority of these transactions or instruments qualify for
hedge accounting.
However, like many other large corporates, the Group has the possibility of taking very small, strictly controlled
speculative positions as part of its hedging policy, for more dynamic and flexible management of its interest rate
positions.
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A breakdown of derivative financial instruments by type of risk and accounting classification is provided in note 11.6.1
to the 2015 consolidated financial statements included in the 2015 Document de Référence (incorporated by reference
herein).
Market risks
Interest rate risk
The Group is exposed to interest rate risk on financial liabilities and its liquidity position. More specifically, the Group's
interest-bearing debt (see note 11.2 to the 2015 consolidated financial statements included in the 2015 Document de
Référence (incorporated by reference herein)) exposes it to interest rate fluctuations, which impact its finance costs.
The Group's objective is to optimise borrowing costs by efficiently managing its exposure to the risk of interest rate
changes. Its strategy therefore consists of dynamically managing debt by monitoring and, where necessary, adjusting its
hedging ratio based on forecast trends in interest rates.
Interest rate risks are managed using various derivative instruments, mainly interest rate swaps. Group financial policy
consists of managing finance costs by combining variable and fixed-rate derivatives. Although these instruments do not
always qualify for hedge accounting, they are all selected in line with the Group's interest rate risk management policy.
Casino, Guichard-Perrachon debt is mainly composed of fixed-rate bonds (7,346 million at 31 December 2015
excluding accrued interest). Most of this bond debt has been converted to floating rate using swaps generally set up
when the bonds were issued. All of the swaps qualify for hedge accounting.
As of 31 December 2015, Casino, Guichard-Perrachon had a portfolio of 94 interest rate swaps with around fifteen bank
counterparties with scaled maturities between 2016 and 2026, representing floating rate exposure on a notional amount
of 6,896 million and fixed rate exposure on 500 million.
An analysis of sensitivity to changes in interest rates is provided in note 11.6.2 to the 2015 consolidated financial
statements included in the 2015 Document de Référence (incorporated by reference herein).
Currency risk
Information about currency risk is provided in the notes to the consolidated financial statements (see note 11.6.2
included in the 2015 Document de Référence (incorporated by reference herein)).
Due to its geographical diversification, the Group is exposed to currency translation risk. In other words, its statement of
financial position, income statement, and consequently its financial ratios, are sensitive to changes in exchange rates
used to translate the financial statements of foreign subsidiaries outside the euro zone. In 2015, the currencies of most of
the countries in which the Group operates fell significantly against the euro compared to 2014, with declines in the
average rate for the year of 15.7% for the Brazilian real and 13.0% for the Colombian peso. Conversely, the Thai baht
gained 13.5% against the euro. In 2015, the currency effect on net sales and trading profit was a negative 6.4% and a
negative 4.8%, respectively. Currency risk is not hedged.
The Group is also exposed to transaction risk on transactions denominated in currencies other than the euro. The
Group's policy for managing transaction risk consists of hedging highly probable budgeted exposures. These mainly
concern purchases made in a currency other than the subsidiary's functional currency, particularly purchases in US
dollars hedged by forward currency purchases. Substantially all budgeted purchases are hedged using instruments with
the same maturities as the underlying transactions.
An analysis of the sensitivity of net exposure (after hedging) to currency risk is provided in Note 11.6.2 to the 2015
consolidated financial statements included in the 2015 Document de Référence (incorporated by reference herein).
Equity risk
At 31 December 2015, the Group did not hold any significant interests in listed companies other than its subsidiaries or
treasury shares.
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The Group may use derivative instruments (e.g. total return swaps with no call option, forward contracts and call
options) on equities to build a synthetic economic exposure to the shares of its listed subsidiaries (see note 11.4.2 to the
2015 consolidated financial statements included in the 2015 Document de Référence (incorporated by reference herein)).
The carrying amount of these instruments corresponds to their estimated value as provided by a financial institution on
the closing date. These values take account of market data such as exchange rates, share prices and interest rates.
The Group's cash management policy consists of investing solely in money market instruments that are not exposed to
equity risk.
Commodity risk
Given the nature of its business, the Group is not exposed to any material commodity risk.
Counterparty and credit risk
The Group is exposed to counterparty risks on its operating, short-term investing and interest rate and currency hedging
activities. It monitors these risks regularly, using several objective indicators, and diversifies its exposure by dealing
with the least risky counterparties (based mainly on their credit ratings and their reciprocal commitments with the
Group).
The Group's policy for managing customer credit risk consists of checking the financial health of all customers applying
for credit. Trade receivables are regularly monitored and the Group's exposure to default risk is not material. Trade
receivables are analysed in note 11.6.3 to the 2015 consolidated financial statements included in the 2015 Document de
Référence (incorporated by reference herein).
The age of overdue receivables that are not qualified as impaired may vary substantially depending on the type of
customer, i.e. private companies, consumers or public authorities. Provisioning policies are determined on a debtor-by-
debtor basis according to customer type. The Group believes that it is not exposed to any material concentration of
credit risk.
Regarding credit risk on the Group's other financial assets ­ mainly comprising cash and cash equivalents, available-
for-sale financial assets and certain derivative financial instruments ­ the exposure of the Group linked to the risk of
failure by the counterparty to fulfil its obligations is limited, with a maximum exposure corresponding to the accounting
value of the instruments. The Group's cash management policy consists of investing cash and cash equivalents with
various first-class counterparties and in investment-grade instruments.
Liquidity risk
The Group's policy is to ensure, as far as possible, that it always has sufficient liquid assets to settle its liabilities as they
fall due, in either normal or impaired market conditions.
The main liquidity risk management methods consist of:
-
diversifying sources of financing to include capital markets, private placements, banks (confirmed and
unconfirmed facilities), commercial paper programmes and discounting facilities;
-
diversifying financing currencies to include the euro, the Group's other functional currencies and the
US dollar;
-
maintaining at all times confirmed financing facilities that significantly exceed the Group's liabilities;
-
limiting annual debt repayments and proactively managing debt maturities;
-
managing the average maturity of debt and, where appropriate, replacing facilities before they fall due.
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This liquidity analysis is performed both at the Casino, Guichard-Perrachon holding company level (taking into account
the funds available in the cash pool managed on behalf of all wholly-owned French companies) and at the level of each
of the Group's international subsidiaries.
In addition, the Group sells receivables on a non-recourse basis ­ without any continuing involvement, within the
meaning of IFRS 7 ­ as well as conducting reverse factoring transactions.
Most of the Group's debt is carried by Casino, Guichard-Perrachon and is not secured by collateral. Financing is
managed by the Corporate Finance department. The main subsidiaries (GPA, Big C Thailand (on 7 February 2016, the
Group announced the sale of its 58.6% holding in Big C Thailand - see "description of the Issuer and the Guarantor"),
Monoprix, Éxito) also have their own financing sources. This financing is not secured by collateral and is not
underwritten by Casino (except for GPA loans to BNDES totalling 35 million at 31 December 2015 that are secured by
security interests in the financed assets and a guarantee from Wilkes, which is indirectly 50%-owned by Casino and
50% by Éxito).
All subsidiaries submit weekly cash reports to the Group and all new financing facilities require prior approval from the
Corporate Finance department.
At 31 December 2015, the Group's liquidity position comprised:
-
undrawn confirmed credit facilities totalling 4,515 million (including 3,854 million for France);
-
available cash of 4,588 million.
Casino Guichard-Perrachon has a 9,000 million euro medium-term notes (EMTN) programme. As of 31 December
2015 and 31 December 2016, issuance under this programme totalled 7,346 million and 5,981.5 million respectively.
The Company also has a 2,000 million commercial paper programme. As of 31 December 2015 and 31 December
2016, issuance under the programme amounted to 424 million and 521.7 million respectively.
The Group's bank loans and debt issues are subject to the usual pari passu, negative pledge and cross default clauses.
In addition, most of Casino, Guichard-Perrachon's bank facilities include a clause providing for immediate repayment in
the event of a change of control of the Company.
Casino, Guichard-Perrachon's bond issues (except for two perpetual deeply subordinated notes issues) include a rating
trigger that would allow investors to require early repayment if its senior long-term debt were to lose its investment-
grade rating (or its non-investment grade rating were to be downgraded) due to a change of control (i.e., due to an
investor other than Rallye or a company related to Rallye acquiring over 50% of Casino's voting rights). They also
contain a step-up clause whereby the interest rate on Casino, Guichard-Perrachon's senior long-term debt would be
increased by 125 bps per year if the credit rating of such senior long-term debt were to be downgraded to non-
investment grade. If activated, this clause would apply gradually from the annual interest payment date that followed the
announcement of the rating downgrade.
The bond issues (other than perpetual deeply subordinated notes issues) are currently rated BBB- by Fitch Ratings and
BB+ by Standard & Poor's. On 15 January 2016, Standard & Poor's placed the Group's BBB- rating on CreditWatch
with negative implications (see note 15 to the consolidated financial statements included in the 2015 Document de
Référence (incorporated by reference herein)) and on 21 March 2016 it downgraded the rating by one notch to BB+. As
explained above, the downgrade has led to a step-up of the annual interest paid on the Company's bond issues, that will
apply from the next annual interest payment date for each bond issue. The impact on finance costs will be less than 20
million in 2016 (before taking into account the effect of any bond retirements) and 92 million over a full year (based
on the number of bonds outstanding at 31 December 2015). It has not triggered any early repayment of Casino's debt.
At 31 December 2015, the Company's debt was subject to the following covenants:
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Covenant
Financing subject to covenant
Frequency of
Ratio at
compliance tests
31 December 2015
Consolidated
net 1.2 billion syndicated credit line
debt(1)/consolidated
USD 1 billion syndicated credit line
EBITDA(2) <3.5
annually
Bilateral credit lines and borrowings
totalling 575 million
2.7
Consolidated
net Bilateral funding totalling 50 million
debt(1)/consolidated
annually
EBITDA(2) <3.7
(1) Net debt as defined in the loan agreements may differ from net debt presented in the consolidated financial statements
(see note 11.2 to the consolidated financial statements included in the 2015 Document de Référence (incorporated by
reference herein)). It corresponds to financial liabilities less cash and cash equivalents, as increased or reduced by the net
impact of fair value hedges of debt with a positive or negative fair value.
(2) EBITDA (earnings before interest, taxes, depreciation and amortisation) corresponds to trading profit plus net
depreciation and amortisation expense.
The Group considers that it will have no difficulty in complying with its covenants over the next twelve months.
Note that Casino, Guichard-Perrachon's bonds and commercial paper are not subject to any financial covenants.
Most of the Group's other loan agreements contain financial covenants and mainly concern GPA, Éxito and Monoprix
(see table below).
Subsidiary
Type of covenant
Frequency of
Type of debt subject to covenant
compliance tests
Annually
370 million syndicated credit line
Monoprix
Net debt/EBITDA <2.5
Other confirmed credit lines totalling 240
million
Net debt(2) < equity(3)
Quarterly/
half-yearly/
All bond issues and some bank facilities
Consolidated net debt/consolidated annually
GPA(1)
EBITDA <3.25
Equity/total assets 0.3
Half-yearly
BNDES borrowings totalling 35 million
EBITDA/net debt 0.35
Annually
Bank facilities (Note 11.2.3 to the
Consolidated net debt/consolidated
consolidated financial statements included
Exito
EBITDA 3.5
in the 2015 Document de Référence
(incorporated by reference herein))
(1) All of GPA's covenants are based on consolidated indicators.
(2) Debt less cash, cash equivalents and receivables.
A33151094
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