Representative experience

We cover the various types of transactions below, regarding which we have developed certain forms of technical expertise:

External growth

– Consulting and support services supplied to the majority shareholder of an agribusiness group in connection with the acquisition of an interest by a first investment fund at the end of an LBO transaction (enterprise value in excess of € 600 M), and negotiation of such fund’s exit and the acquisition of an interest by a second investment fund (secondary LBO):

• creation of acquisition vehicles
• drafting and negotiation of the investment MoU and shareholder agreements at the level of such vehicles
• renegotiation of any previous bank and bond financing
• completion of the various capital increases and issuance of bonds or preference shares necessary for completion and financing of the transaction

– Drafting and negotiation of memorandum of understanding allowing for the creation of partnerships and external growth projects in the defence sector

– Drafting and negotiation of sale agreements and seller’s warranties related to bank client portfolios and sale of the business of banking branches

– Execution of investment MoUs, promises of purchase or sale, agreements with members of the senior management, and management of relationships with market authorities in connection with a take-over bid on the Reykjavik stock exchange in favour of a French cooperative group

– Support to a fin-tech company engaged in the management of online bank accounts, in connection with changes to its share capital and the award of entrepreneur’s warrants (BSPCEs) to certain of its employees, involving in particular:

• preparation of a debenture loan agreement
• drafting of the documentation necessary for raising the relevant funds
• preparation of BSPCE regulations and the documents necessary for their implementation

• Support in connection with the sale of various interests to foreign industrial operators (European and Asian), drafting and negotiation of sale agreements, seller’s warranties and transition service agreements (in particular IP/IT and sales)

– Negotiation of the prior authorisation required under the regulations on foreign investments in France, in connection with the acquisition of a European pharmaceutical group

• Vendor due diligence and creation of data rooms (buyer side and seller side)

Governance and manager support

– Overhaul of the governance of a company (creation of a management board and a supervisory board); to that end, amendment of the articles of association and drafting of internal rules of a company belonging to the real estate brokerage sector

– Support to officers of various groups, whether listed or not, in connection with their corporate governance strategy, in order to assist them during LBOs or MBOs affecting their enterprise, and requiring in particular:

• review and negotiation of management packages
• defence of the interests of officers and minority shareholders, in particular during the negotiation of the relevant shareholder agreements
• drafting and negotiation of officer agreements
• negotiation of leaver clauses

Restructuring 

• Support to an oil group in connection with the restructuring of its subsidiaries and its delisting in Canada, involving in particular:

• negotiation of the exit of a minority core shareholder
• monitoring of the whole of the delisting file with our Canadian partners
• review of the financing agreements
• negotiation of financial waivers
• negotiation of a technological cooperation agreement in Tunisia

– Restructuring of the activities of a UK real estate group in France and negotiations with its main creditors

– Negotiation of the separation of a mutual group from another mutual group within an IT economic interest grouping