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FINANCIAL AND LEGAL INFORMATION

1

Business description

LBO/GROWTH CAPITAL OPERATIONS

Acquiring a company through an LBO-type operation is generally

performed through one or more holding companies specifically

created to carry out the acquisition. The acquisition is financed

through a combination of long-term debt (generally with a

seven-year minimum term) and equity. The majority of the debt

is repayable at maturity, and a portion of the interest is also paid

on the sale of theCompany. The assets or shares of the underlying

company are the only security provided to creditors, the funds

themselves provide no guarantee. Consequently, in the case of

default, only the equity invested in the operation is at risk. The

other assets held by the private equity funds are not at risk, as

the debt is “non-recourse”.

POSITION OF MAJORITY

OR LEAD SHAREHOLDER

Apax Partners always focuses on taking significant majority or

minority ownership stakes. As a result, it is in a strong position

for negotiating terms of entry, exercises better control over the

strategy of the Company and significantly influences the nature

and timing of the exit process. Apax Partners considers that this

approach facilitates value creation.

AMBITIOUS VALUE-CREATION OBJECTIVES

The partners can leverage their in-depth industrial and business

experience to offer practical support to the executives of the

companies in the portfolio as they address challenges and exploit

opportunities.

The sector investment teams use their in-depth knowledge of

their respective sectors to develop advice on the main strategic

andoperational initiatives.WithinApax Partners LLP, they benefit

fromthe support of theOperational Excellence andDigital teams,

whose management skills are complementary and who offer a

vital contribution to Apax’s value creation strategy, in particular

in areas such as strengthening themanagement teams, improving

operational efficiency, and optimising IT systems and digital

transformation. Furthermore, theCompany has a Capital Markets

team, which creates innovative financing solutions for portfolio

companies.

1.3.7

APAX PARTNERS’ INVESTMENT

PROCESS

Apax Partners France andApax Partners LLP are entrepreneurial

firms that use proven internal procedures. 90% of their capital is

held, directly or indirectly, by their partners. They are managed

via

permanent committees responsible for defining and tracking

strategy, implementing the investment and divestment process

and managing operations. They also have integrated IT systems

refined over the years and based on high-quality software

solutions.

ApaxPartnersMidMarket andApaxPartnersLLPhavecommittees

that are distinct but similar in purpose.

COMMITTEES

The Strategy Committee, composed of all the partners, meets

once a year to define the strategic orientation. In particular, it

studies the overall performance of the funds, the investment

strategy and evaluates the skills of the investment teams.

The Operations Committee includes the three or four principal

shareholder-partners of Apax Partners. The Committeemeets

once a month and on an

ad hoc

basis to ensure the continued

operational management of the Company.

The investment process is managed by three committees:

the Investment Committee, which makes all investment

decisions. Beforebeingpresentedto the InvestmentCommittee,

all investment opportunities are examined by the Approval

Committee, a sub-group of the Investment Committee;

the Divestment Committee, which makes all exit decisions;

the Monitoring Committee. In addition, there are two annual

reviews of the portfolio.

The Monitoring Committee tracks the performance of all

companies in the portfolio, according to a pre-determined

schedule. One or more outside specialists might be invited to sit

on the committee.

INVESTMENT PROCESS

Origination

Investment opportunities can be identified:

principally byApax Partners’ sector teams, owing to their skills,

their experience, and their contacts in the field, with the help

of specific marketing programmes and tools;

but also through the network of intermediaries set up and

cultivated by Apax Partners.

49

REGISTRATION DOCUMENT

1

ALTAMIR 2016