Eurazeo / 2018 Registration document
CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements
Commitments involving Legendre Holding 65 Pursuant to the acquisition of the Albingia group, Legendre Holding 65 granted certain group managers a universal purchase commitment, under the terms of which Legendre Holding 65 undertakes to acquire all Financière de Strasbourg SAS and Financière de Strasbourg 2 SAS shares held by the beneficiaries. This purchase commitment may be exercised as follows: between April 1, 2017 (inclusive) and June 30, 2027 (inclusive), the • purchase commitment may be exercised for a number of shares not exceeding one-third of shares held by the beneficiary; between April 1, 2028 (inclusive) and June 30, 2028 (inclusive), the • purchase commitment may be exercised for a number of shares not exceeding two-thirds of shares held by the beneficiary (cumulative with any shares transferred during the first period); between April 1, 2029 (inclusive) and June 30, 2029 (inclusive), the • purchase commitment may be exercised for all shares held by the beneficiary. The purchase price will be determined based on Eurazeo’s NAV. Operating leases mainly concern leasehold agreements signed by Léon de Bruxelles, accompanied by a 10-year first-demand guarantee. Commitments received Other commitments received mainly concern undrawn credit facilities held by the various Eurazeo PME group investments. Financial commitments Pursuant to the acquisition of the EFESO Consulting group on January 15, 2019, Eurazeo PME undertook, on November 17, 2018, to invest €35 million (Eurazeo share). The other financial commitments mainly concern put options set-up in the event of departure by managers. As of December 31, 2018, these financial commitments totaled €70 million for all Eurazeo PME group investments. Pursuant to the signature on June 30, 2015 of a lease finance agreement by SCI CIFA Asset with a view to financing the acquisition of real estate assets in Aubervilliers, SCI CIFA Partners granted the lessor a senior pledge over its shares in SCI CIFA Asset. Under the terms of this pledge, SCI CIFA Partners also undertook not to change the legal form or share capital of SCI CIFA Asset. Commitments involving SCI CIFA Asset Pursuant to the signature on June 30, 2015 of a lease finance agreement with a view to financing the acquisition of real estate assets, SCI CIFA Asset granted a pledge over the credit balance on the Eurazeo PME Commitments involving Eurazeo PME group Commitments given Eurazeo Patrimoine Commitments involving SCI CIFA Partners
down-payment account of €31.7 million made available by SCI CIFA Asset to the lessor until payment in full of all amounts payable under the finance lease agreement. SCI CIFA Asset also granted the lessor a pledge over intangible items resulting from the finance lease, that is, the leasehold and the benefit of the call option, until payment in full of all amounts payable under the finance lease agreement. In addition, SCI CIFA Asset transferred, as collateral, all current and future receivables on tenants in respect of all amounts due under leases and all current and future receivables held under interest rate hedging agreements in the context of this financing. Commitments involving Grape Hospitality Pursuant to the financing of the acquisition of a hotel portfolio, Grape Hospitality granted banks standard warranties for this type of transaction, such as lender’s liens and mortgages, pledges over business assets, securities and receivables and assignment of receivables (Dailly) on lease payments. Commitments involving EREL 1 Commitments given Under the terms of the shareholders’ agreement between EREL 1 and AccorLux, EREL 1 and AccorLux gave financing commitments covering the hotel refurbishment program in the event self-financing by the Grape Hospitality group is inadequate. In connection with the entry of certain managers into the share capital of Grape Hospitality, EREL 1 granted them standard share purchase commitments applicable in the event of death or permanent disability. Commitments received Following the entry of certain managers into the share capital of Grape Hospitality, EREL 1 holds share sales commitments from them. Commitments involving Legendre Holding 25 Pursuant to the acquisition by Stone Holdco from La Compagnie des Châteaux of all Fonroche Energie shares held by it, Stone Holdco granted earn-outs to La Compagnie des Châteaux in respect of (i) the Humacao project and (ii) an ongoing dispute with EDRF. In addition, Legendre Holding 25 undertook to hold its Stone Holdco shares for at least three years. Commitments involving Groupe C2S Pursuant to the acquisition of Groupe C2S on March 27, 2018, LH Titan Bidco received standard warranties from the vendors covering (i) the capacity, powers and existence of the vendors, the ownership and free enjoyment of the shares sold, the absence of suspension of payments/collective proceedings involving the vendors, (ii) the existence, scope and absence of suspension of payments/collective proceedings involving group companies, for a duration equal to the applicable limitations period (in the case of the representations detailed in (i)) or 12 months (in the case of the representations detailed in (ii)).
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2018 Registration Document
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