Eurazeo / 2019 Universal Registration Document
Financial Statements Consolidated Financial Statements for the year ended December 31, 2019
Commitmentsreceived Pursuant to the agreement with the Mondelez group for the acquisition of a portfolio of assets in the confectioneryand chocolate sector, CPK Bidco received a general warranty covering standard statements concerning assets sold and specific warranties covering (i) reorganizationoperations to be performed prior to the transaction, (ii) assets excluded from the scope of the transaction, (iii) employees transferred and (iv) production linestransferred. CommitmentsinvolvingLH Iberchem Pursuant to the acquisition of the Iberchem group, LH Iberchem granted standard purchase commitments to and received standards sales commitmentsfrom themain group managers. In addition, LH Iberchem granted a purchase commitment to and received a sales commitment from the CEO in the event of his retirement, with arrangements for spreading payment of the acquisitionprice for his shares. CommitmentsinvolvingtheWorldStrides group PV Lewis L.P., a Primavera group company, BNP Paribas and the EC IV fund, minority shareholders in WorldStrides Holdings Acquisition Inc., undertook to reimburse LH WorldStrides their share of the earn-out of a maximumamountof US$30 million,in certain cases. LH WorldStrides granted purchase commitments to the Primavera fund applicable (i) following an unsuccessful exit process, at a price equal to the price indicated in the firm proposal received during this exit process or, in the absence of such a proposal, at market value; (ii) under certain conditions, in the six months following the seventh anniversary of the acquisition after having solicited the launch of an exit process by LH WorldStrides (in this instance the acquisition price is determined as in (i) above); and in the six months following the eighth anniversaryof the acquisitionat market value. Similarly,WorldStridesHoldings Acquisition Inc., the indirect subsidiary of Eurazeo ( via LH WorldStrides) that performed the acquisition, granted the vendors an earn-out of a maximum amount of US$30 million,payable in certain cases. Lakeland Holdings, LLC, acquired by WorldStrides Holdings Acquisition Inc., a subsidiary of Eurazeo, granted standard purchase and sales commitmentsto WorldStridesgroup managers. CommitmentsinvolvingLegendreHolding 65 Pursuantto the acquisitionof the Albingiagroup, LegendreHolding 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 exercisedas follows: between April 1, 2027 (inclusive) and June 30, 2027 (inclusive), the • purchase commitment may be exercised for a number of shares not exceedingone-thirdof shares heldby 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 anyshares transferredduring the firstperiod); between April 1, 2029 (inclusive) and June 30, 2029 (inclusive), • the purchase commitment may be exercised for all shares held by the beneficiary. The purchaseprice will be determined basedon Eurazeo’s NAV.
In order to secure its prices and supplies, the Seqens group has undertaken,as of December 31, 2019,to buy 198 thousandmetric tons of coal, coke and anthracite(at purchaseprices indexed, in part, to the AP12 index for coal) and volumes of gas and electricityover the period 2020. The group also secured purchase prices for these two energy sources for certain of its sites for the period 2020-2021, without any volume commitments. Furthermore, firm orders in progress (orders placed but not received) in respectof investments total €17.3 millionas of December 31, 2019. Finally, senior and junior pledges have been granted over the securities of certain Seqens Group companies in favor of banks party to the Group loan agreement to guarantee amounts due under the financing documents. Similarly, senior and junior pledges have been grantedover inter-companyloans (excludingall receivablesdue under the centralized cash management agreement and the tax group agreement) between Group companies in favor of the banks party to the credit agreement, for all amounts due under the financing documents. Certain Group company have also granted senior and junior pledges over their bank accounts to guarantee any amounts due under thefinancing documents. Commitmentsreceived Pursuant to the acquisitions performed by Seqens in 2017 and 2018, the group holds, for certain of these acquisitions, warranties granted by the vendors, or subscribed with external insurance companies, covering the potential occurrence of certain events. These warranties were granted for periods of 1 to 7 years depending on the events covered. The Seqens group holds a credit facility of €90 million, including €19.6 millionnot drawn asof December 31, 2019. The Seqens group holds a joint and several financial guarantee from an insurancecompanyfor a maximumamount of €2 million in favor of the Meurthe and Moselle Prefecture, guaranteeing the post-operating rehabilitation of areas for which the group has received operating authorizations. This rehabilitation commitment is also provided in balancesheet liabilities. Pursuant to the operation of its limestone quarry for the production of carbonate, an insurance company provided a financial guarantee in favor of the French State of €2.3 million, allowing it to retain its operating authorization. This guarantee covers the estimated cost of rehabilitating the quarry and the commitment is also provided in balancesheet liabilities. Certain French Group companies have also established financial guaranteeswith insurance organizationsin respect of security work at classified facilities they operate, in the amount of €0.5 million. Finally, a group company has also established a financial guarantee of €2.2 millionin respect of itsoperationsat a Sevesoclassifiedfacility. Pursuant to the European policy to limit greenhouse gas emissions, the Seqens group was allocated allowances free of charge based on past emissions; in an aggressive bid to reduce emissions, the number of allowancesallocatedwill follow a downwardcurve over the coming years, decreasingfrom 573,000 metrictons in 2014 to 501,000 metric tons in 2020. Commitmentsinvolvingthe CPKgroup Commitmentsgiven Pursuant to the acquisitionof a portfolio of assets in the confectionery and chocolate sector held by Mondelez group on April 28, 2017, CPK Bidco granted standard vendor warranties covering its existence and capacity as well as specific warranties covering (i) the allocation of the purchase price between the different assets sold, (ii) the liabilities transferred and (iii) the production lines excluded from the scope of the transaction. CPK Bidco also granted employee commitments covering both transferred employees and employees of the acquiredplants.
EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT
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