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Note 24. Financial Commitments and Contingent Liabilities
Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements | Consolidated
Financial Statements | Statutory Auditors’ Report on the Financial Statements |
Statutory Financial Statements
those in relation to foreign subsidiaries or the divestiture of certain
electrical stations to Reliant in February 2000. Some environmental
commitments remain outstanding and any potential liabilities related
to contamination risks will survive for an indefinite period of time.
p
p
Several guarantees given in connection with asset acquisitions or
disposals in 2014 and during prior years have expired. However, the
time periods or statutes of limitations of certain guarantees relating,
among other things, to employees, environment and tax liabilities,
in consideration of share ownership, or given in connection with
the dissolution or winding-up of certain businesses, are still in
effect. To the best of Vivendi’s knowledge, no material claims for
indemnification against such liabilities have been made to date.
In addition, Vivendi regularly delivers, at the settlement of disputes
and litigations, commitments for damages to third parties, which are
typical in such transactions.
Universal Music Group
p
p
As of December 31, 2014, in addition to standard comfort letters,
Vivendi provided guarantees of an aggregate value of approximately
€5 million to several banks, which granted credit facilities to certain
UMG subsidiaries to cover working capital requirements.
p
p
Vivendi provided certain UMG companies with guarantees to cover
their third party commitments.
GVT
p
p
Vivendi gave a financial guarantee for an amount of $31 million,
which expires on November 18, 2020, in connection with the
liquidation of Brazil Holdings, LLC in November 2010.
Vivendi and others
p
p
As of December 31, 2014, Vivendi continued to guarantee
commitments given by certain subsidiaries of Veolia Environnement
in an aggregate amount of approximately €7 million, the majority in
relation to a performance bond given to a local US authority. These
guarantees have been counter-guaranteed by Veolia Environnement.
p
p
Vivendi provided counter-guarantees to US financial institutions
that issued a certain number of surety bonds in favor of certain US
operating subsidiaries for an aggregate amount of €8 million.
p
p
Vivendi has given a certain number of real estate lease commitments
for a total net amount of €31 million as of December 31, 2014.
p
p
In connection with the sale, in June 2002, of real estate assets to
Nexity, Vivendi granted two autonomous first demand guarantees,
one in an amount of €40 million and one in an amount of €110 million,
to several subsidiaries of Nexity (SAS Nexim 1 to 6). These
guarantees expire on June 30, 2017. As of December 31, 2014,
€1.8 million had been called under these guarantees.
p
p
In January 2013, Vivendi gave a financial guarantee in favor of
Mediacom for an amount of €3 million, on behalf of Watchever
GmbH. This guarantee expires on January, 19, 2018.
p
p
In December 2014, Vivendi gave a financial guarantee in favor of CBS
International for an amount of €3 million, on behalf of Watchever
GmbH. This guarantee expires on March, 17, 2016.
p
p
In connection with the reorganization of the USH English pension
plan for certain current and former employees based in the United
Kingdom, and the transfer of pension commitments under this plan
to Metlife, Vivendi SA guaranteed on behalf of Centenary Holding
Limited, its subsidiary, the liabilities under the plan for an estimated
amount of £7 million as of December 31, 2014, which does not
represent an additional financial commitment for the Group.
Shareholders’ agreements
p
p
Under existing shareholders’ or investors’ agreements, Vivendi holds
certain rights (such as pre-emptive rights and priority rights) that give
it control over the capital structure of consolidated companies that
are partially owned by minority shareholders. Conversely, Vivendi has
granted similar rights to these other shareholders in the event that it
sells its interests to third parties.
In addition, in compliance with Article L.225-100-3 of the French
Commercial Code, it is stated that some rights and obligations of
Vivendi resulting from Shareholders’ agreements (nc+) may be
amended or terminated in the event of a change in control of Vivendi
or a tender offer for Vivendi being made. These Shareholders’
agreements are subject to confidentiality provisions.
The main terms of the Shareholders’ agreement between Altice and
Vivendi resulting from Vivendi’s 20% interest in Numericable-SFR are
described in “Significant Events”.
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