7/29/2019 Plan de Bataille
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CONFIDENTIAL attorney work product 31 January 2013
1
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 RFs 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
shareso 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 Srl is liquidated and the
proceeds are repaid to (i) RF and (ii) BG SCA and then the BG
Investors.
Step 2
- Demerger of BGM SA with a view to carve out the activity
unrelated to themanagement of the Printemps Group. This unrelated
activity will be hived down into a
new entity that will be allotted to BGM SAs shareholders.
- After the carve out, BGM SAs sole activity and assets will be
the B shares (parts decommandit) in BG SCA and BGF SCA, as well as
the management contract relatingto the Printemps Group.
Step 3
- Investor purchases the A shares in BG SCA from the BG
Investors, at a pricecalculated on the basis of EV, being specified
that:
o BG SCA not being liquidated, the carried interest attached to
its B share is notdue
o The transaction costs will be borne by BGM and not recharged
to the BGInvestors.
Step 4
- BGM SA and BG SCA amend the management agreement to provide
for the overallcompensation agreed with the Investor over the life
of BGMs 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 paythe transaction costs
- Investor purchases part of the shares of BGM SAs from its
current shareholders- Investor and BGM SAs current shareholders
enter into a shareholders and
management agreement providing, notably the acquisition, in
several stages, of the
