Page 288 - 2012 Annual Report

288

VIVENDI

l

2012

l Annual Report

FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE

CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS –

STATUTORY FINANCIAL STATEMENTS

4

III - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 22 Borrowings and other financial liabilities

Vivendi SA’s syndicated bank credit facilities (€7.1 billion as of

December 31, 2012) contain customary provisions related to events of

default and covenants relating to negative pledge, divestiture and merger

transactions. In addition, at the end of each half year, Vivendi SA is

required to comply with a financial covenant of proportionate Financial

Net Debt

(1)

to proportionate EBITDA

(2)

over a twelve-month rolling period

not exceeding 3 for the duration of the loans. Non-compliance with this

covenant could result in the early redemption of the facilities if they were

drawn, or their cancellation. As of December 31, 2012, Vivendi SA was in

compliance with these financial covenants.

SFR’s bank credit facility (€1.2 billion as of December 31, 2012) contains

customary default, negative pledge, and merger and divestiture covenants.

In addition, the facility is subject to a change in SFR’s control provision.

Moreover, at the end of each half year, SFR must comply with the

following two financial covenants: (i) a ratio of Financial Net Debt to

consolidated EBITDA over a twelve-month rolling period not exceeding

3.5; and (ii) a ratio of consolidated earnings from operations (consolidated

EFO) to consolidated net financing costs (interest) equal to or greater than

3. Non-compliance with these financial covenants could result in the early

redemption of the loan. As of December 31, 2012, SFR was in compliance

with these financial covenants.

The renewal of Vivendi SA’s and SFR’s confirmed bank credit facilities

when they are drawn is contingent upon the issuer reiterating certain

representations regarding its ability to comply with its financial obligations

with respect to loan contracts.

The credit facilities granted to GVT by the BNDES (approximately

BRL1.5 billion as of December 31, 2012) contain a change in control trigger

and are subject to certain financial covenants pursuant to which GVT is

required to comply at the end of each half year with at least three of the

following financial covenants: (i) a ratio of equity to total asset equal to or

higher than 0.40 (0.35 for the credit facilities granted in November 2011);

(ii) a ratio of Financial Net Debt to EBITDA not exceeding 2.50; (iii) a ratio

of current financial liabilities to EBITDA not exceeding 0.45; and (iv) a ratio

of EBITDA to net financial expenses of at least 4.00 (3.50 for the credit

facilities granted in November 2011). As of December 31, 2012, GVT was

in compliance with its covenants.

(1)

Defined as the difference between Vivendi’s Financial Net Debt and the share of Financial Net Debt attributable to non-controlling interests of Activision Blizzard

and Maroc Telecom Group.

(2)

Defined as the difference between Vivendi’s modified EBITDA and modified EBITDA attributable to non-controlling interests of Activision Blizzard and Maroc Telecom Group, plus

dividends received from entities that are not consolidated.

22.3. BREAKDOWN OF THE NOMINAL VALUE OF BORROWINGS BY MATURITY, NATURE OF THE INTEREST

RATE, AND CURRENCY

Breakdown by maturity

(in millions of euros)

December 31, 2012

December 31, 2011

Maturity

< 1 year

(a)

5,080

29%

3,299

21%

Between 1 and 2 years

2,057

12%

4,017

26%

Between 2 and 3 years

2,380

13%

2,037

13%

Between 3 and 4 years

1,406

8%

1,603

10%

Between 4 and 5 years

2,073

12%

1,391

9%

> 5 years

4,718

26%

3,359

21%

Nominal value of borrowings

17,714

100%

15,706

100%

(a)

Short-term borrowings (with a maturity of less than one year) included in particular the commercial paper for €3,255 million as of December 31, 2012

(compared to €529 million as of December 31, 2011), with a 30-day weighted-average remaining period at year-end 2012. In addition, they included

the €700 million bond issued in October 2006 and maturing in October 2013.

As of December 31, 2012, the average “economic” term of the group’s

financial debt, pursuant to which all undrawn amounts on available

medium-term credit lines may be used to redeem group borrowings

with the shortest term was of 4.4 years (compared to 4.0 years

at year-end 2011).