Bond BNP Paribas SA 7.625% ( USF1R15XK441 ) in USD

Issuer BNP Paribas SA
Market price refresh price now   100.132 %  ⇌ 
Country  France
ISIN code  USF1R15XK441 ( in USD )
Interest rate 7.625% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond BNP Paribas USF1R15XK441 en USD 7.625%, maturity Perpetual


Minimal amount 200 000 USD
Total amount 1 500 000 000 USD
Cusip F1R15XK44
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Moody's rating N/A
Next Coupon 30/09/2025 ( In 130 days )
Detailed description BNP Paribas is a leading international banking group providing a wide range of financial services including retail banking, investment banking, asset management, and corporate and institutional banking to individuals, businesses, and governments worldwide.

The Bond issued by BNP Paribas SA ( France ) , in USD, with the ISIN code USF1R15XK441, pays a coupon of 7.625% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by BNP Paribas SA ( France ) , in USD, with the ISIN code USF1R15XK441, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







IMPORTANT NOTICE

THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A OF THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR (2) NON-U.S. PERSONS
(WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE
UNITED STATES.
IMPORTANT: Investors must read the following before continuing. The following applies to
the Prospectus following this page (the "Prospectus"), and you are therefore advised to read
this carefully before reading, accessing or making any other use of the Prospectus. In
accessing the Prospectus, you agree to be bound by the following terms and conditions,
including any modifications to them any time you receive any information from us as a result
of such access.
Your attention is drawn to the wording on the inside cover page of the Prospectus and the
section of the Prospectus entitled "Plan of Distribution (Conflict of Interest)".
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES
ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER
JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD 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), EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY
OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN
PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS AND REGULATIONS OF
OTHER JURISDICTIONS.
The Notes are not intended to be sold and should not be sold to retail clients in the EEA, as
defined in the rules set out in the Product Intervention (Contingent Convertible Instruments
and Mutual Society Shares) Instrument 2015, as amended or replaced from time to time, other
than in circumstances that do not and will not give rise to a contravention of those rules by
any person. Prospective investors are referred to the section headed "Restrictions on
marketing and sales to retail investors" on page iv of this document for further information.
Confirmation of your Representation: In order to be eligible to view this Prospectus or make an
investment decision with respect to the securities, investors must be either (1) QIBs (within the
meaning of Rule 144A under the Securities Act) or (2) non-U.S. persons outside the United States.
This Prospectus is being sent at your request and by accepting the e-mail and accessing this
Prospectus, you shall be deemed to have represented to the Issuer and BNP Paribas Securities
Corp., Danske Markets Inc., ING Financial Markets LLC, Lloyds Securities Inc., RBS Securities Inc.,
Standard Chartered Bank, TD Securities (USA) LLC, Banco Bradesco BBI S.A., CIBC World Markets
Corp., Citigroup Global Markets Inc., National Bank of Canada Financial Inc., Scotia Capital (USA)
Inc., and Wells Fargo Securities, LLC (the "Initial Purchasers") that (1) you and any customers you
represent are either (a) QIBs or (b) non-U.S. persons located and receiving this electronic
transmission outside the United States and (2) that you consent to delivery of such Prospectus by
electronic transmission.
You are reminded that access to the Prospectus has been made available to you on the basis that
you are a person into whose possession the Prospectus may be lawfully delivered in accordance with
the laws of the jurisdiction in which you are located and you may not, nor are you authorized to,
deliver the Prospectus to any other person. The materials relating to the offering do not constitute,
and may not be used in connection with, an offer or solicitation in any place where offers or
solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed
broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer




in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on
behalf of the Issuer in such jurisdiction.
This Prospectus constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of
November 4, 2003, as amended (the "Prospectus Directive"). Application has been made to the
Autorité des marchés financiers (the "AMF") for approval of the final prospectus in its capacity as
competent authority in France pursuant to Article 212-2 of its General Regulation (Règlement général)
which implements the Prospectus Directive in France. Application has been made for the Notes to be
admitted to trading on Euronext Paris.
The Prospectus does not comply with the applicable requirements imposed by or in accordance with
Part VI of the Financial Services and Markets Act 2000 (the "FSMA") or Prospectus Directive to the
extent that such amendments have been implemented in a Member State of the European Economic
Area.
Under no circumstances shall the Prospectus or this notice constitute or form part of any offer to sell
or the invitation or solicitation of an offer to buy nor shall there be any sale of the Notes in any
jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of the Prospectus
who intend to subscribe for or purchase the Notes are reminded that any subscription or purchase
may only be made on the basis of the information contained in the final prospectus. The Prospectus
may only be communicated to persons in the United Kingdom in circumstances where the provisions
of section 21(1) of the FSMA do not apply to the Issuer and is directed solely at persons in the United
Kingdom who (i) have professional experience in matters relating to investments, such persons falling
within the definition of "investment professionals" in Article 19(5) of the FSMA (Financial Promotion)
Order 2005, as amended (the "Financial Promotion Order") or (ii) are persons falling within article
49(2)(a) to (d) of the Financial Promotion Order or other persons to whom it may lawfully be
communicated, (all such persons together being referred to as "relevant persons"). The Prospectus is
directed only to relevant persons and must not be acted on or relied on by persons who are not
relevant persons.
The Prospectus may only be communicated in France to (i) providers of investment services relating
to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) acting for their own account, other than individuals, all as defined in, and in
accordance with, Articles L.411- 2 and D.411- 1 of the French Monetary and Financial Code (Code
monétaire et financier) and applicable regulations thereunder.
The Prospectus has been made available to you in an electronic form. You are reminded that
documents made available or transmitted via this medium may be altered or changed during the
process of electronic transmission and consequently neither the Issuer, the Initial Purchasers nor any
person who controls any of the Initial Purchasers nor any director, officer, employee or agent of an
Initial Purchaser, or affiliate of any such person accepts any liability or responsibility whatsoever in
respect of any difference between the Prospectus made available to you in electronic format and the
hard copy version available to you on request from the Issuer or any of the Initial Purchasers.
Canadian Electronic Delivery Disclaimer
IMPORTANT: You must read the following electronic delivery disclaimer before continuing. The
following electronic delivery disclaimer applies to this Prospectus, which constitutes a prospectus for
the purposes of Article 5.3 of the Prospectus Directive, pertaining to the offer for sale of the Notes of
BNP Paribas, which is being made available to you in electronic form by electronic transmission. You
are advised that the Prospectus has not been filed with or cleared by any securities commission or
similar regulatory authority in Canada. You are further advised to read this disclaimer carefully before
accessing, reading or making any other use of the Prospectus. In accessing the Prospectus, you
agree to be bound by the following terms and conditions, including any modifications to them from
time to time, each time you receive any information as a result of such access.
Confirmation of Your Representation: You have accessed the Prospectus on the basis that you
have confirmed to the Issuer and each Initial Purchaser acting as an underwriter in the offering that (1)
you agree to receive the Prospectus and any amendments or supplements thereto in electronic form
by electronic transmission, as applicable, (2) you are a resident of a jurisdiction of Canada where
delivery of the Prospectus in electronic form by electronic transmission may be lawfully made under
the laws of such jurisdiction, (3) you are an "accredited investor" as such term is defined in section 1.1
of National Instrument 45-106 Prospectus Exemptions or, in Ontario, in section 73.3(1) of the




Securities Act (Ontario), as applicable, and, where required by applicable Canadian securities laws or
as a condition of purchasing the Notes from any dealer acting as a underwriter in the offering, a
"permitted client" as such term is defined in section 1.1 of National Instrument 31-103 Registration
Requirements, Exemptions and Ongoing Registrant Obligations, respectively, and (4) you consent to
delivery of the Prospectus and any amendments or supplements thereto in electronic form by
electronic transmission, as applicable.
By accessing the Prospectus, you hereby confirm that documents delivered in electronic form by
electronic transmission may be altered or changed during the process of electronic transmission.
Neither the Issuer, the Initial Purchasers nor any of their respective affiliates accepts any liability or
responsibility whatsoever in respect of any alteration or change to the Prospectus as a result of the
process of electronic transmission into Canada. Where any such alteration or change to the
Prospectus results from the process of electronic transmission into Canada, a hard copy of the
Prospectus will be furnished upon request.
THE PROSPECTUS MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR IN PART,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER AND THE INITIAL PURCHASERS,
AS APPLICABLE.
You are responsible for protecting against electronic viruses and other items of a destructive nature.
Your use of this electronic transmission and any attachment hereto is at your own risk and it is your
responsibility to take precautions to ensure that this electronic transmission and any attachment
hereto are and remain free from electronic viruses and other items of a destructive nature.
This electronic transmission and any attachment hereto are intended only for use by the addressee
named herein. If you have received this electronic transmission and any attachment hereto, including
the Prospectus, in error, you hereby agree to immediately delete the same and any copies thereof
from your system, to notify the Issuer and the Initial Purchasers, as applicable, by reply e-mail and to
destroy any printouts thereof. If you have gained access to this electronic transmission contrary to the
foregoing restrictions, you hereby acknowledge that you will be unable to purchase the Notes.
Upon receipt of this electronic transmission you will be deemed to have agreed to the above
conditions of use in their entirety and without limitation.




PROSPECTUS







STRICTLY CONFIDENTIAL


US$1,500,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes

Issue Price for the Notes: 100%

BNP Paribas ("BNP Paribas" or the "Issuer") is offering US$1,500,000,000 principal amount of its
Perpetual Fixed Rate Resettable Additional Tier 1 Notes (the "Notes"). The Notes will be issued by
BNP Paribas and will constitute direct, unsecured and deeply subordinated obligations of the Issuer,
as described in Condition 4 (Status of the Notes) in "Terms and Conditions of the Notes."
The Notes are deeply subordinated notes of the Issuer issued pursuant to the provisions of Article
L.228-97 of the French Code de commerce. The Notes will be governed by, and construed in
accordance with, the laws of the State of New York, except for Condition 4 (Status of the Notes) which
will be governed by, and construed in accordance with, French law.
The Notes will bear interest on their Prevailing Outstanding Amount (as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") at the applicable Rate of Interest from (and
including) March 30, 2016 (the "Issue Date") and interest shall be payable semi-annually in arrears on
March 30 and September 30 in each year (each an "Interest Payment Date") from (and including)
September 30, 2016 to (but excluding) March 30, 2021 (the "First Call Date") at the rate of 7.625%
per annum.
The rate of interest will reset on the First Call Date and on each five-year anniversary thereafter
(each, a "Reset Date"). The rate of interest for each Interest Period occurring after each Reset Date
will be equal to the Reset Rate of Interest which amounts to the sum of (a) the 5-year Mid-Swap Rate
plus (b) the Margin (6.314 per cent), as determined by the Calculation Agent, as described in "Terms
and Conditions of the Notes".
The Issuer may elect or may be required to cancel the payment of interest on the Notes (in whole or in
part) on any Interest Payment Date as set out in "Terms and Conditions of the Notes ­ Cancellation of
Interest Amounts". Interest that is cancelled will not be due on any subsequent date, and the non-
payment will not constitute a default by the Issuer.
The Notes are perpetual obligations and have no fixed maturity date. Holders do not have the right to
call for their redemption. The Issuer is not required to make any payment of the principal amount of
the Notes at any time prior to the time a judgment is issued for the judicial liquidation (liquidation
judiciaire) of the Issuer or if the Issuer is liquidated for any other reason. The Issuer may, subject to
the prior approval of the Relevant Regulator, redeem the Notes in whole, but not in part, on any Reset
Date at their Original Principal Amount or at any time following the occurrence of a Capital Event or a
Tax Event at the Prevailing Outstanding Amount (each term as defined in "Terms and Conditions of
the Notes").
The Prevailing Outstanding Amount of the Notes will be written down if the Issuer's CET1
Ratio on a consolidated basis falls below 5.125 per cent (each term as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes"). Holders may lose some or all of their
investment as a result of a Write Down. Following such reduction, some or all of the principal
amount of the Notes may, at the Issuer's discretion, be reinstated, up to the Original Principal
Amount, if certain conditions are met. See Condition 6 (Write-Down and Reinstatement) in
"Terms and Conditions of the Notes". If a Capital Event, an Alignment Event or a Tax Event
has occurred and is continuing, the Issuer may further substitute all of the Notes or vary the
terms of all of the Notes, without the consent or approval of Holders, so that they become or
remain Compliant Securities (as defined in Condition 7.5 (Substitution/Variation)).




This document (the "Prospectus") constitutes a prospectus for the purposes of Article 5.3 of Directive
2003/71/EC of November 4, 2003, as amended (the "Prospectus Directive").
Application has been made to list and admit to trading the Notes, as of their issue date or as soon as
practicable thereafter, on the regulated market of Euronext in Paris ("Euronext Paris"). Euronext
Paris is a regulated market within the meaning of the Directive 2004/39/EC of the European
Parliament and of the Council dated April 21, 2004.
The Notes are expected to be rated BBB- by Standard & Poor's Credit Market Services France SAS
("Standard & Poor's"), Ba1 by Moody's Investors Services Ltd. ("Moody's") and BBB- by Fitch
France S.A.S. ("Fitch France"). Each of Standard & Poor's, Moody's and Fitch France is established
in the European Union ("EU") and is registered under Regulation (EC) No. 1060/2009 (as amended)
(the "CRA Regulation") and is included in the list of credit rating agencies registered in accordance
with the CRA Regulation as of the date of this Prospectus. This list is available on the ESMA website
at www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last updated on December 1,
2015). A rating is not a recommendation to buy, sell or hold securities and may be subject to revision,
suspension or withdrawal at any time.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 27 below
for risk factors relevant to an investment in the Notes.
The Notes will be issued in registered form in denominations of US$200,000 and integral multiples of
US$1,000 in excess thereof. Delivery of the Notes will be made on or about March 30, 2016, in book-
entry form only, through the facilities of The Depository Trust Company ("DTC"), for the accounts of its
participants, including Clearstream Banking, société anonyme ("Clearstream, Luxembourg"), and
Euroclear Bank S.A./N.V. ("Euroclear").
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to qualified
institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule
144A") and (2) outside the United States to non-U.S. persons in reliance on Regulation S under
the Securities Act ("Regulation S"). Prospective purchasers are hereby notified that sellers of
the Notes may be relying on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A.
Copies of this Prospectus will be available (a) free of charge from the head office of the Issuer at the
address given at the end of this Prospectus and (b) on the websites of the Autorité des marchés
financiers (the "AMF") (www.amf-france.org) and of the Issuer (www.invest.bnpparibas.com).
Application has been made to the AMF in France for approval of this Prospectus in its capacity as
competent authority pursuant to Article 212-2 of its General Regulation (Règlement général) which
implements the Prospectus Directive on the prospectus to be published when securities are offered to
the public or admitted to trading in France.

Sole Bookrunner and Global Coordinator
BNP PARIBAS
Joint Lead Managers
Danske Markets Inc.
ING
Lloyds Securities
RBS
Standard Chartered Bank
TD Securities
Co-Managers
Bradesco BBI
CIBC World Markets
Citigroup
National Bank of Canada
Scotiabank
Wells Fargo Securities
Financial Markets

The date of this Prospectus is March 24, 2016.
ii



The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other
information, and the Issuer takes no responsibility for any other information that others may give to
prospective investors. Prospective investors should carefully evaluate the information provided by the
Issuer in light of the total mix of information available to them, recognizing that the Issuer can provide
no assurance as to the reliability of any information not contained or incorporated by reference in this
Prospectus. The information contained or incorporated by reference in this Prospectus is accurate
only as of the date hereof, regardless of the time of delivery or of any sale of the Notes. It is important
for prospective investors to read and consider all information contained in this Prospectus, including
the documents incorporated by reference herein, in making an investment decision. Prospective
investors should also read and consider the information in the documents to which the Issuer has
referred them under the caption "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of
the Notes. The Issuer and the initial purchasers listed in "Plan of Distribution (Conflicts of Interest)"
below (the "Initial Purchasers") reserve the right to reject any offer to purchase for any reason.
Neither the Securities and Exchange Commission (the "SEC"), any state securities
commission nor any other regulatory authority, has approved or disapproved of the Notes; nor
have any of the foregoing authorities passed upon or endorsed the merits of this offering or
the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
The Notes have not been and will not be registered under the Securities Act or the securities law of
any U.S. state, and may not be offered or sold, directly or indirectly, in the United States or to, or for
the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or such state securities laws. The Notes
are being offered and sold in the United States only to Qualified Institutional Buyers (as defined in
Rule 144A) and outside the United States to non-U.S. persons in accordance with Regulation S under
the Securities Act.
In addition, until forty (40) calendar days after the commencement of the offering, an offer or sale of
Notes within the United States by a dealer (whether or not it is participating in the offering) may violate
the registration requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. The Issuer and the Initial Purchasers require persons in whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions. This Prospectus
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in
which such offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to
make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it
implies that there has been no change in the Issuer's affairs or that the information contained or
incorporated by reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
· comply with all applicable laws and regulations in force in any jurisdiction in connection with
the possession or distribution of this Prospectus and the purchase, offer or sale of the Notes;
and
· obtain any consent, approval or permission required to be obtained by them for the purchase,
offer or sale by them of the Notes under the laws and regulations applicable to them in force
in any jurisdiction to which they are subject or in which they make such purchases, offers or
sales; and neither the Issuer nor the Initial Purchasers shall have any responsibility therefor.
By purchasing the Notes, investors will be deemed to have made the acknowledgements,
representations, warranties and agreements described under the heading "Notice to U.S. Investors" in
iii



this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
Restrictions on marketing and sales to retail investors:
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or
guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which
took effect from 1 October 2015 (the "PI Instrument").
Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI
Rules"):
(i)
certain contingent write-down or convertible securities (including any beneficial interests
therein), such as the Notes, must not be sold to retail clients in the EEA; and
(ii)
there must not be any communication or approval of an invitation or inducement to participate
in, acquire or underwrite such securities (or the beneficial interest in such securities) where
that invitation or inducement is addressed to or disseminated in such a way that it is likely to
be received by a retail client in the EEA (in each case, within the meaning of the PI Rules),
other than in accordance with the limited exemptions set out in the PI Rules.
Certain of the Initial Purchasers are required to comply with the PI Rules. By purchasing, or making or
accepting an offer to purchase, any Notes (or a beneficial interest in such Notes) from the Issuer
and/or the Initial Purchasers each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Initial Purchasers that:
1.
it is not a retail client in the EEA (as defined in the PI Rules);
2.
whether or not it is subject to the PI Rules, it will not:
(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients in the EEA or
(B)
communicate (including the distribution of this document) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated
in such a way that it is likely to be received by a retail client in the EEA (in each case
within the meaning of the PI Rules),
in any such case other than (i) in relation to any sale or offer to sell Notes (or any beneficial
interests therein) to a retail client in or resident in the United Kingdom, in circumstances that
do not and will not give rise to a contravention of the PI Rules by any person and/or (ii) in
relation to any sale or offer to sell Notes (or any beneficial interests therein) to a retail client in
any EEA member state other than the United Kingdom, where (a) it has conducted an
assessment and concluded that the relevant retail client understands the risks of an
investment in the Notes (or such beneficial interests therein) and is able to bear the potential
losses involved in an investment in the Notes (or such beneficial interests therein) and (b) it
has at all times acted in relation to such sale or offer in compliance with the Markets in
Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the
extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it
were to apply to it; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale
of the Notes (or any beneficial interests therein), including (without limitation) any such laws,
regulations and regulatory guidance relating to determining the appropriateness and/or
suitability of an investment in the Notes (or any beneficial interests therein) by investors in any
relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
iv



Prospective investors acknowledge that they have not relied on the Initial Purchasers or any person
affiliated with the Initial Purchasers in connection with their investigation of the accuracy of such
information or their investment decision. In making an investment decision, prospective investors
must rely on their own examination of the Issuer and the terms of this offering, including the merits
and risks involved.
The Initial Purchasers are not making any representation or warranty, express or implied, as to the
accuracy or completeness of the information contained or incorporated by reference in this
Prospectus. Prospective investors should not rely upon the information contained or incorporated by
reference in this Prospectus as a promise or representation by the Initial Purchasers, whether as to
the past or the future. The Initial Purchasers assume no responsibility for the accuracy or
completeness of such information.
Neither the Initial Purchasers, nor the Issuer, nor any of their respective representatives, are making
any representation to prospective investors regarding the legality of an investment in the Notes.
Prospective investors should consult with their own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with all laws applicable in any
place in which they buy, offer or sell the Notes or possess or distribute this Prospectus, and they must
obtain all applicable consents and approvals. Neither the Initial Purchasers nor the Issuer shall have
any responsibility for any of the foregoing legal requirements.
The Issuer and the Initial Purchasers reserve the right to withdraw this offering at any time before
closing, to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the
amount of Notes offered by this Prospectus.
Notwithstanding anything herein to the contrary, investors may disclose to any and all persons,
without limitation of any kind, the U.S. federal or state income tax treatment and tax structure of this
offering and all materials of any kind (including opinions or other tax analyses) that are provided to the
investors relating to such tax treatment and tax structure. However, any information relating to the
U.S. federal income tax treatment or tax structure shall remain confidential (and the foregoing
sentence shall not apply) to the extent reasonably necessary to enable any person to comply with
applicable securities laws. For this purpose, "tax structure" means any facts relevant to the
U.S. federal or state income tax treatment of this offering but does not include information relating to
the identity of the issuer of the Notes, the issuer of any assets underlying the Notes, or any of their
respective affiliates that are offering the Notes.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of
the Notes remain outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act, the Issuer will furnish upon the request of a holder of the
Notes or of a beneficial owner of an interest therein, or to a prospective purchaser of such Notes
or beneficial interests designated by a holder of the Notes or a beneficial owner of an interest
therein to such holder, beneficial owner or prospective purchaser, the information required to be
delivered under Rule 144A(d)(4) under the Securities Act and will otherwise comply with the
requirements of Rule 144A(d)(4) under the Securities Act, if at the time of such request, the
Issuer is not a reporting company under Section 13 or Section 15(d) of the U.S. Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), or exempt from reporting pursuant to
Rule 12g3-2(b) under the Exchange Act.
NOTICE TO PROSPECTIVE INVESTORS
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Initial Purchasers to subscribe for, or purchase, any Notes.
The Initial Purchasers have not separately verified the information contained in this Prospectus. None
of the Initial Purchasers 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. 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 or the Initial
Purchasers that any recipient of this 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 Prospectus and its purchase of Notes should be based upon such
v



investigation as it deems necessary. None of the Initial Purchasers 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 Notes of any information coming to the attention
of any of the Initial Purchasers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the
Notes it purchased occurs in compliance with applicable laws and regulations.
In connection with the issue of the Notes, the Initial Purchaser(s) named as the stabilizing initial
purchaser(s) (if any) (the "Stabilizing Initial Purchaser(s)") (or persons acting on behalf of any
Stabilizing Initial Purchaser(s)) 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 Stabilizing Initial Purchaser(s) (or persons acting on behalf of a
Stabilizing Initial Purchaser(s)) will undertake stabilization action. In connection with any series of
Notes listed on a regulated market in the European Union, any stabilization action may begin on or
after the date on which adequate public disclosure of the terms of the offer of the relevant series of
Notes 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 of the relevant series of Notes and sixty (60) calendar
days after the date of the allotment of the relevant series of Notes. Any stabilization action or over-
allotment must be conducted by the relevant Stabilizing Initial Purchaser(s) (or persons acting on
behalf of any Stabilizing Initial Purchaser(s)) in accordance with all applicable laws and rules.
This Prospectus is only being distributed to, and is only directed at, persons in the United Kingdom
who are "qualified investors" as defined in Section 86(7) of the Financial Services and Markets Act
2000, as amended (the "FSMA") or otherwise in circumstances which do not require the publication
by the Issuer of a prospectus pursuant to section 85(1) of the FSMA. In the United Kingdom, this
Prospectus is only being distributed to, and is only directed at, and any investment or investment
activity to which this Prospectus relates is available only to, and will be engaged in only with, persons
(i) having professional experience in matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (ii) who are high net worth entities falling within Article
49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all
such persons together being referred to as "relevant persons"). Persons who are not relevant
persons should not take any action on the basis of this Prospectus and should not act or rely on it.
The Prospectus may only be communicated in France to (i) providers of investment services relating
to portfolio management for the account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in
accordance with, Articles L.411-2 and D.411-1 of the French Code monétaire et financier and
applicable regulations thereunder.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of
the European Economic Area (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the
requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or
intending to make an offer in that Relevant Member State of the Notes may only do so in
circumstances in which no obligation arises for the Issuer or any Initial Purchaser to publish a
prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer neither the Issuer nor any
Initial Purchaser have authorized, nor do they authorize, the making of any offer of the Notes in
circumstances in which an obligation arises for the Issuer or any Initial Purchaser to publish or
supplement a prospectus for such offer.
As used herein, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended.

vi





TABLE OF CONTENTS
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .............. 2
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES ................................................................. 3
FORWARD-LOOKING STATEMENTS ................................................................................................... 4
CERTAIN TERMS USED IN THIS PROSPECTUS ................................................................................ 6
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................. 7
PRESENTATION OF FINANCIAL INFORMATION .............................................................................. 13
EXCHANGE RATE AND CURRENCY INFORMATION ....................................................................... 14
OVERVIEW ........................................................................................................................................... 15
THE OFFERING ................................................................................................................................... 16
SELECTED FINANCIAL INFORMATION ............................................................................................. 23
RISK FACTORS .................................................................................................................................... 27
RECENT DEVELOPMENTS ................................................................................................................. 50
TABLE OF CAPITALIZATION AND MEDIUM-TO-LONG TERM INDEBTEDNESS ............................ 51
USE OF PROCEEDS ............................................................................................................................ 55
REGULATORY CAPITAL RATIOS ....................................................................................................... 56
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 58
TERMS AND CONDITIONS OF THE NOTES...................................................................................... 66
FORM OF NOTES, CLEARANCE AND SETTLEMENT ...................................................................... 85
TAXATION ............................................................................................................................................ 89
BENEFIT PLAN INVESTOR CONSIDERATIONS ............................................................................ 93
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST) ................................................................... 94
NOTICE TO U.S. INVESTORS ............................................................................................................. 99
LEGAL MATTERS .............................................................................................................................. 101
STATUTORY AUDITORS ................................................................................................................... 102
GENERAL INFORMATION ................................................................................................................. 103









Document Outline