Eurazeo / 2019 Universal Registration Document

Financial Statements Consolidated Financial Statements for the year ended December 31, 2019

Eurazeo Brands CommitmentsinvolvingLegendreHolding 57 (Nest Fragrances)

CommitmentsinvolvingSNCHighight SNC Highlight granted several securities guaranteeing the bank financing contracted (mortgage on the building, subrogation in the vendor's prior claim). SNC Highlight received investment commitments from Eurazeo (of a total initial amount of €59.1 million and a residual amount as of December 31, 2019of €39.2 million) and JC Decaux Holding (of a total initial amount of €14.8 million). SNC Highlight can also draw additional debt of €74 million under bank financing contracted with Natixis for the acquisition of real estate complexes. CommitmentsinvolvingEREL andEREL 4 (EustonHouse) Commitmentsgiven Pursuant to the acquisition of a building located at Euston House, London, by EREL 4, owned by Eurazeo SE, CarryCo Patrimoine 2 and Alto Properties Limited, EREL 4 granted standard vendor warranties covering its capacity and the authorizations necessary to complete the transaction,without specific limitas to term. Under the terms of the shareholders’ agreement of December 20, 2018, EREL granted the following purchase commitments covering 100% of shares held by Alto Properties Limited,for a price equal tothe market value: absence of a liquidity event in the eight years following the • transactioncompletiondate ( i.e. March 12,2027); change incontrol of EREL; • breach of the shareholders’ agreement or termination for fault of • the asset managementcontract. Commitmentsreceived In this context, EREL 4 received standard warranties covering the shares sold and the group’s activities for a period expiring March 12, 2026 for the tax warranties and March 12, 2021 for the other warranties. Under the terms of the shareholder’s agreement, Alto Properties granted the following sales commitments to EREL, covering all the shares held by AltoProperties Limited: breach of the shareholders’ agreement or the asset management • contract (price equal to the market value adjusted for a discount and a 5-year vesting mechanism; termination for fault of the asset management contract by EREL • if the above purchase commitment is not exercised. Price equal tot he market value plus an earn-out payable in the case of a liquidity event by EREL within 6 months of exercise of the sales commitment. CommitmentsinvolvingLegendreHolding 71 (Emerige) Commitmentsgiven Pursuant to the acquisitionof a 44% investment in the share capital of Emerige by Legendre Holding 71, Legendre Holding 71 granted standard vendor warranties covering its capacity and the authorizationsnecessary to complete the transaction,expiring July 23, 2024. On this occasion,LegendreHolding 71 undertookto pay Masathis(one of the sellers), an earn-out of a maximumamount of 50% of the initial acquisition price ( i.e. 50% of €14.1 million, or €7.1 million) in the event of the sale by Legendre Holding 71 of its entire shareholding in Emerige SAS, subject to the attainment of certain multiple and IRR thresholds. Legendre Holding 71 also undertook to hold its shares in Emerige SAS for a periodof 2 years,until July 22, 2021. Commitmentsreceived In this context, Legendre Holding 71 received standard warranties covering the shares sold and the group’s activities for a period expiring December 31, 2024. Under the terms of the shareholders' agreement, Masathis granted Legendre Holding 71 purchase and sale commitments covering all the shares held by Masathis in Emerige SAS, available for exercise in the event of achange in controlof Masathis SAS.

Pursuant to the acquisition of the Nest Fragrances group, Eurazeo NF US Blocker Inc., a subsidiary of Legendre Holding 57, received extended vendor warranties covering purchased assets, covering periods of 18 to 72 months ( i.e. until November 29,2023 at the latest). In this context, Eurazeo NF US Blocker Inc. granted standard warrantiescovering itsexistenceand capacity. CommitmentsinvolvingEurazeo PMGUS Blocker Inc. (PMG) Pursuant to the acquisition of a minority stake in the share capital of Pat McGrath Cosmetics LLC, Eurazeo PMG US Blocker Inc, a U.S. company wholly-owned by Legendre Holding 63, in turn wholly-owned by Eurazeo SE, received standard representations and warranties for this type of transaction from Pat McGrath Cosmetics LLC. In addition, Eurazeo PMG US Blocker Inc. received purchase commitments from and granted sales commitments to Pat McGrath Cosmetics LLC covering its entire stake in the share capital of Pat McGrath Cosmetics LLC, available for exercise under certain conditionsand during certain periods. CommitmentsinvolvingLegendreHolding 66(Bandier) Pursuant to the investment in the Bandier group, Eurazeo Bandier US Blocker Inc., a subsidiary of Legendre Holding 66, received extended vendor warranties covering the company’s activities for a period of one year from the transaction completion date ( i.e. until February 22, 2020). In this context, Eurazeo Bandier US Blocker Inc. granted standardwarranties coveringits existenceand capacity. Eurazeo Bandier US Blocker received a share purchase commitment covering its Bandier Holdings LLC shares that may be exercisedat any time between January 1, 2024 and December 31,2024 in the absence of an IPO or the sale of control of the company before December 31, 2023. CommitmentsinvolvingLegendreHolding 67 (QMixers) Pursuant to the investment in the Q Mixers group, Eurazeo Q US Blocker Inc., a subsidiary of Legendre Holding 67, received extended vendor warranties covering the company’s activities for a period of one year from the transaction completion date ( i.e. until April 3, 2020), with the exception of fundamentalrepresentationsthat remain in effectuntil expiry of the applicablelimitationsperiod. In this context, Eurazeo Q US Blocker Inc. granted standard warranties covering its existence and capacity. Eurazeo Q US Blocker received a share purchase commitment covering its Q Tonic LLC shares that may be exercised at any time during the sixty days following the fifth anniversary of the investment ( i.e. April 3, 2024) in the absence of an IPO or the sale of control of the companybefore April 3, 2024. CommitmentsinvolvingLegendreHolding 72(Herschel) Under the terms of the agreement for the indirect acquisition of a minority stake in the Herschel group by AEH WellTraveled Holdings Ltd., the acquisition price may be adjusted upwards or downwards based on the net debt and working capital requirements of the Herschel group at the completion date, using a standard earn-out contractual mechanism, it being noted that Legendre Holding 72’s total indirectinvestmentmay not exceedUS$60 million. As the amount invested by Legendre Holding 72 at the completion date had reached this amount, any upward earn-out will not generate a cash payment obligation for Legendre Holding 72, but lead to the issue of additionalHerschelHoldings Ltd. shares.

EURAZEO / 2019 UNIVERSAL REGISTRATION DOCUMENT

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