CONFIDENTIAL – attorney work product – 31 January 2013

Structuring option for an investment by the Investor in the Printemps group

Step 1 Investor funds BG SCA to such an extent to allow BG SCA to: o Purchase RF’s interest (shares and shareholders’ loan) at a price calculated on the basis of the agreed equity value o Pay the registration duties relating to the acquisition of the shares o Fund PHL and its subsidiaries with a view to allowing them to refinance the existing bank indebtedness (NB: a facility will be maintained/put in place for the operational needs of the business in accordance with the evolution of the working capital). As a result of the bank debt refinancing, Debbie Investments Sàrl is liquidated and the proceeds are repaid to (i) RF and (ii) BG SCA and then the BG Investors.

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Step 2 Demerger of BGM SA with a view to carve out the activity unrelated to the management of the Printemps Group. This unrelated activity will be hived down into a new entity that will be allotted to BGM SA’s shareholders. After the carve out, BGM SA’s sole activity and assets will be the B shares (parts de commandité) in BG SCA and BGF SCA, as well as the management contract relating to the Printemps Group.

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Step 3 Investor purchases the A shares in BG SCA from the BG Investors, at a price calculated on the basis of EV, being specified that: o BG SCA not being liquidated, the carried interest attached to its B share is not due o The transaction costs will be borne by BGM and not recharged to the BG Investors.

Step 4 BGM SA and BG SCA amend the management agreement to provide for the overall compensation agreed with the Investor over the life of BGM’s management contract going forward, BGM continuing to be the general partner of BGM SA; Investor subscribes to a capital increase of BGM SA, for an amount sufficient to pay the transaction costs Investor purchases part of the shares of BGM SA’s from its current shareholders Investor and BGM SA’s current shareholders enter into a shareholders and management agreement providing, notably the acquisition, in several stages, of the
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CONFIDENTIAL – attorney work product – 31 January 2013

BGM SA’s shares held by the current shareholders, at a price reflecting the value of BGM, and corresponding to the rights of BGM for its role in the management of the investment in Printemps.

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