Event Publicly Available Information:
Vivendi, incorporated on 18 December 1987, was converted from a French limited liability company (société anonyme) into a European company (société européenne or ’SE’), effective as of 7 January 2020 when it was registered in its new SE form. EC Regulation 2157/2001 on European companies provides that the conversion of a public limited liability company into an SE shall not result in the winding up of the company or in the creation of a new legal person. Accordingly, can the EMEA DC confirm that the approach taken in relation to the Constellium N.V. Successor question is also applicable in the case of Vivendi and that there is no Successor thereto (on the basis that all Relevant Obligations remain obligations of the same legal entity).
| Date | Description | Document |
|---|---|---|
| Closed | The EMEA DC considered the conversion of Vivendi (a French société anonyme) into Vivendi SE (a Societas Europea) with effect from 7 January 2020. The EMEA DC noted that Article 37(2) of EC Regulation No. 2157/2001 (which sets out the statutory framework for SEs under EU law) provides that the conversion of a public limited liability company into an SE shall not result in the winding up of the company or in the creation of a new legal person. Section 2.2(d) of the 2014 Definitions provides that “succeed” means, with respect to the Reference Entity and its Relevant Obligations, that an entity other than the Reference Entity (i) assumes or becomes liable for such Relevant Obligations whether by operation of law or pursuant to any agreement […], or (ii) issues Bonds or incurs Loans (the “Exchange Bonds or Loans”) that are exchanged for Relevant Obligations, and in either case the Reference Entity is not thereafter a direct obligor or a provider of a Relevant Guarantee with respect to such Relevant Obligations or such Bonds or Loans, as applicable. Section 2.2(c) of the Updated 2003 Definitions is substantively similar for present purposes. As the Reference Entity continues to exist as the same legal entity (albeit with an altered legal form), and there was no Eligible Information suggesting that any Relevant Obligations had moved to another legal entity, the EMEA DC determined that no succession had occurred. As with the conversion of Constellium N.V. into Constellium SE, Credit Derivative Transactions that specified Vivendi as the Reference Entity should instead be read as specifying Vivendi SE as the Reference Entity. This is because Vivendi SE is the same legal entity as Vivendi. | |
| Request Accepted by DC |