EURAZEO_REGISTRATION_DOCUMENT_2017

4

CONSOLIDATED FINANCIAL STATEMENTS Notes to the Consolidated Financial Statements

Commitment received by RedBirds US LP Pursuant to the sale by RedBirds US LP to FC Co-Investment Limitpar LLC, a Colony group entity, of its interest in FC Co-Investment Partner LP for US$1 on August 26, 2009, RedBirds US LP holds a financial recovery clause enabling the receipt of 80% of any profits realized by FC Co-Investment Limitpar LLC or any Colony group entity on the sale of these shares to a third party. Commitments involving Carryco Capital 1 Pursuant to the signature of an investment protocol on November 14, 2014, Carryco Capital 1 undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2014 to December 31, 2017 (potentially extended one year to December 31, 2018) in the amount of 10% of the total investment planned by Eurazeo. The investment period was closed in 2017 and the only remaining commitments relate to potential external growth transactions and reinvestments in respect of completed investments. Commitments involving Carryco Croissance Pursuant to the signature of an investment protocol on December 29, 2014, Carryco Croissance undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2012 to December 31, 2013 in the amount of 10% of the total investment planned by Eurazeo. Commitments involving Carryco Croissance 2 Pursuant to the signature of an investment protocol on June 29, 2015, Carryco Croissance 2 undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2015 to December 31, 2017 (potentially extended one year to December 31, 2018) in the amount of 10% of the total investment planned by Eurazeo. Commitments involving Carryco Patrimoine Pursuant to the signature of an investment protocol on July 30, 2015, Carryco Patrimoine undertook to invest alongside Eurazeo in all investments performed by the latter under the co-investment program defined in the protocol during the period January 1, 2015 to December 31, 2017 (potentially extended one year to December 31, 2018) in the amount of 10% of the total investment planned by Eurazeo. Eurazeo Capital business Commitments involving Asmodee group companies Commitments given by the Asmodee group primarily consist of pledges in respect of financial contracts (pledges of inventory, business assets and receivables). Commitments involving Legendre Holding 47 Pursuant to the acquisition of an investment in the LPCR Group on March 29, 2016, Legendre Holding 47 undertook to hold all its shares in Grandir SAS and LPCR Group for a minimum period of 5 years. Legendre Holding 47 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 LPCR Group shares.

Pursuant to the entry of certain managers into the share capital of Grandir SAS in December 2016, Legendre Holding 47 granted standard share purchase commitments to the managers in the event of death or invalidity and received share sales commitments from the managers. Commitments involving Sommet Education group companies 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 applicable limitations periods). 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, 2016 and valid until repayment of the loans granted. Graduate SA and Gesthôtel also granted various pledges (of receivables, revenue and bank accounts) guaranteeing the payment obligations and debts of Gesthôtel, GIHE Sàrl 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 nominal amount of the unitranche financing. Commitments involving Novacap group companies Commitments given As part of the acquisition financing, Novacap Group Bidco granted pledges over receivables, financial instrument accounts and bank accounts in favor of the banks party to the credit agreement until extinction of the obligations guaranteed. On implementation of the original acquisition financing in 2016 and the additional financings for the acquisitions performed during the fiscal year, Novacap Group Bidco and Novacap Groupe Holding, and certain of their subsidiaries, granted pledges over receivables, inter-company loans, financial instrument accounts and bank accounts in favor of the banks party to the credit agreement until extinction of the obligations guaranteed. In order to secure its prices and supplies, the Novacap group has undertaken, as of December 31, 2017, to buy 60 thousand metric tons of coal and volumes of gas and electricity over the period 2017 to 2019. The group also secured purchase prices for these two energy sources for certain of its sites for the period 2017-2020 (electricity) and 2017-2018 (gas), without any volume commitments. Finally, as of December 31, 2017, the group has entered into a forward purchase of CO 2 allowances expiring December 2018 covering a quantity of 135 thousand metric tons of CO 2 , to cover part of its requirements for the coming periods. A letter of guarantee was issued to a supplier by one of the group companies for an amount of €938 thousand. A Novacap group subsidiary, as part of a sale of securities and the opening up of its capital, granted warranties to the third-party buyer, capped at a total amount of €1 million. To date, no events likely to lead to these warranties being called have been noted. Furthermore, firm orders in progress (orders placed but not received) in respect of investments total €7.7 million as of December 31, 2017.

248

2017 Registration document

Eurazeo

Made with FlippingBook - Online catalogs