Eurazeo / 2019 Universal Registration Document
Financial Statements Consolidated Financial Statements for the year ended December 31, 2019
LH GP undertook to hold its shares in MCH Private Equity • Investments SCEICSAU untilJuly 18, 2023; LH GP gave Linschoten SL a purchase commitment under the • terms of which Linschoten SL may buy all shares of the company held by LH GP in the event that LH GP reduces its investment commitmentsin theMCH Fund V fund or any successor funds. CommitmentsinvolvingLegendreHolding 36 (iM Global Partner) Pursuant to the acquisition of its investment in iM Global Partner, on June 29, 2018, Legendre Holding 36 granted purchase and sales commitments to managers in the event of their departure. Legendre Holding 36 also granted purchase commitments to Philippe Couvrecelle and the holding company, Investment Square Management Limited, in certain cases of Philippe Couvrecelle's departure, certain cases of refusal to invest by iM Global Partner and under certain conditions if his investment is not liquid as of June 30, 2024. Pursuant to the acquisition of an investment in the Grandir group on March 29, 2016,LH Grandir undertook to hold all its shares in Grandir SAS and GrandirGroup for a minimum periodof 5 years. LH Grandir also entered into a shareholders' agreement on March 29, 2016 with Eurazeo, Jean-Emmanuel Rodocanachi, Athina Conseil and Bpifrance comprising various standard non-competition commitments and commitments governing the transfer of Grandir group shares. Pursuant to the entry of certain managers into the share capital of Grandir SAS in December 2016,LH Grandir granted standard share purchase commitments to the managers in the event of death or invalidity and receivedsharesales commitments from the managers. CommitmentsinvolvingSommet Education group companies Commitmentsgiven Pursuant to the acquisition of the Swiss hotel schools Glion and Les Roches, Graduate SA holds standard warranties capped at 15% of the acquisition price and valid for periods of 18 months to 10 years commencing June 15, 2016 (with the exception of tax warranties granted for a period of up to 3 months following expiry of the applicablelimitationsperiods). Graduate SA and Gesthôtel granted a warranty tied to the financing in favor of financing institutions in respect of the loan agreement of June 14, 2016and valid until repaymentof the loans granted. Graduate and Gesthôtelalso granted various pledges (over receivables,revenue and bank accounts) guaranteeing the payment obligations and debts of Gesthôtel, GIHE Sarl and Escuela under lease agreements with the owner of the real estate. Finally, as part of the acquisition financing, Graduate SA granted pledges over receivables, bank accounts and shares in favor of Intermediate Capital Group plc as security agent in respect of loan agreements, valid until payment in full of the obligations guaranteed and undertook to enter into interest-rate hedging commitments covering a minimum of three years and 67% of the nominalamount of theunitranche financing. CommitmentsinvolvingSeqensgroupcompanies Commitmentsgiven LH Seqens granted standard share purchase commitments to managersapplicable in the event of death or permanentdisability and holds sharesales commitmentsfromsuchmanagers. As part of the acquisition financing, Seqens Group Bidco granted pledges over receivables, financial instrument accounts and bank accounts in favor of the banks party to the credit agreement until extinction ofthe obligationsguaranteed. Eurazeo Capital CommitmentsinvolvingLHGrandir
CommitmentsinvolvingCarryCoPatrimoine 2 CarryCo Patrimoine 1 undertook to invest alongside Eurazeo in all investmentsperformedby the latter under the co-investmentprogram defined in the protocol during the period January 1, 2018 to December 31, 2020 (potentially extended one year to December 31, 2021) in the amountof 12% of thetotal investment plannedby Eurazeo. CommitmentsinvolvingCarryCoBrands Pursuantto the signatureof an investmentprotocolon March 15, 2019, CarryCo Brands undertook to invest alongside Eurazeo in all investmentsperformedby the latter under the co-investmentprogram defined in the protocol during the period November 1, 2017 to December 31, 2021 in the amount of 12% of the total investment planned byEurazeo. CommitmentsinvolvingLHGP Commitmentsreceived IDINVEST Pursuantto the acquisitionof Idinvest Partners on April 12, 2018,LH GP received from the sellers standard warranties for transactions of this type and certain specific warranties. The warranties were granted for applicable limitation periods, except the warranties covering the financial statements and compliance, that expired on October 12, 2019. Compensation receivable under these warranties is capped, according to the case, at 10% or 100% of the acquisition price receivedby each vendor. Finally, LH GP received sales commitmentscovering Idinvest Partners shares held by certain executives and managers that may be exercised (i) on three expiry dates (2020, 2021 and 2022) and (ii) on departure fromthe company. MCH Under the terms of the shareholders’ agreement of July 18, 2019 between LH GP and the other shareholders of MCH Private Equity Investments SCEICSAU, LH GP receivedthe following commitments: sales commitmentscoveringshares held by certain executivesand • managers thatmay be exercised ondeparture from thecompany; purchasecommitmentsgiven by LinschotenSL under the terms of • which LH GP may require Linschoten SL to buy all shares held by LH GP in the company (i) at any time between January 1, 2024 and June 30, 2024 and (ii) in the event of the launch of a new MCH strategy notapprovedby LH GP. Commitmentsgiven IDINVEST Pursuantto the acquisitionof Idinvest Partners on April 12, 2018,LH GP granted purchase commitments covering Idinvest Partners shares held by certain executives and managers that may be exercised (i) on three expiry dates (2020, 2021 and 2022) and (ii) on the death or disabilityof the executivesor managers. MCH Under the terms of the shareholders’ agreement of July 18, 2019 between LH GP and the other shareholders of MCH Private Equity Investments SCEICSAU, LH GP gave thefollowing commitments: LH GP undertook to invest at least €80 million in the MCH Fund V • fund at the first closing and, subject to total investment commitments in the fund reaching €400 million, this amount will be increased to the lower of (i) 20% of total investment commitmentsand (ii) €100 million; LH GP undertookto invest in the MCHFundV successorfunds in an • amount equal to the lower of (i) 20% of total investment commitments in the relevant fund and (ii) €100 million, it being noted that in the event of default, certain MCH Private Equity Investments SCEIC shareholdersmay exercise a purchase option coveringall LH GP shares in MCH PrivateEquity InvestmentsSCEIC and undertake to facilitate the sale by LH GP of its commitments in the MCH funds;
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2019 UNIVERSAL REGISTRATION DOCUMENT
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