Main Operations

July 2009 - Parisot - Implementation of a trade receivable financing program

Type of transaction : trade receivable financing program

Client : Parisot Group

Sector : furniture manufacturing

Date : july 2009

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Targeted Company : Established in 1936, Parisot Group is a French leading furniture manufacturer, including kit furniture (panel based or solid wood) and kitchen and bathroom furniture.

Parisot group has a turnover of approximately € 360 million.

Description of the assignment : advised Parisot Group for the structuration of a trade receivable financing program on two of its main subsidiaries : Parisot Meubles et Compagnie Française du Panneau.

This program, exclusively dedicated to the “export” accounts receivable, completes the financing of the Group working capital needs. This transaction involves the transfer of a total turnover of approximately € 28 million.

This solution is fully backed by a trade credit insurance that allows Parisot to secure its payments in case of a possible financial failure of its clients export.

January 2009 - Allociné - Acquisition (34%)

Type of transaction : Acquisition (34%)

Client : allociné

Sector : sporting goods retail

Date : january 2009

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Targeted Company : Talent Group is an advertisement agency that markets movies previews in UGC, Pathé, Gaumont and CGR cinemas networks. Talent Group also publishes the magazines Illimité and Dimension Cinéma , distributed in UGC and Pathé-Gaumont networks.

Description of the assignment : In less than 10 years, Allociné has become the first Internet media on the entertainment industry with nearly 6 million unique visitors per month.

Allociné offers a wide range of Internet services: news, interactive databases, ticketing, video on-demand, trailers, social networking tools.

advised Allociné to acquire 34% of Talent Group, with an option to increase its shareholding. Through this transaction, Allociné consolidates its leadership in the cinema industry by developing a multi-media offer for distributors and advertisers.

June 2008 - Sport 2000 - Shareholding reshuffling / Fund raising (equity and debt)

Type of transaction : Shareholding reshuffling/Fund raising (equity and debt)

Client : Sport 2000

Sector : Sporting goods retail

Amount of the transaction : between € 100M and € 130M €

Date : june 2008

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Targeted Company : Sport 2000 is an independent network of 400 sporting goods retailers founded in 1966, ranking as the 4th largest sporting goods retailer in France. In 2007 the network has recorded sales of € 570M in 500 stores, located in both skiing resorts and other locations throughout France.

Description of the assignment : Led by a management team with a proven sporting goods, retail and integrated network experience, Sport 2000 has designed an ambitious business plan encompassing investments of over € 100M over 5 years, dedicated to :

The creation of an integrated network of 60 stores before 2010

The accelerated development of the Mondovélo, SkiWay and S2 stores

Following the bid managed by Athema, investment fund Activa Capital was retained to support and implement this business plan, alongside the management and the members of the Sport 2000 network. Activa Capital invested €40M and now holds a 37% stake in Sport 2000. In addition to this equity investment, Sport 2000 raised capex lines of €65M, provided by Société Générale, Banque Palatine and BESV.

advised Sport 2000 in the conception of its business plan and in the fund raising process required for its execution.

April 2008 - Villas Prisme - Disposal

Type of transaction : disposal

Client : Villas Prisme

Sector : Residential construction

Date : april 2008

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Targeted Company : Villas Prisme is a residential construction company. With sales of some €30M for over 300 houses built yearly, Villas Prisme ranks as the leading residential construction company in the PACA (Provence Alpes Côte d’Azur) region.

Description of the assignment : was mandated by the management team of Villas Prisme, who fully owned the company, to handle its disposal. The goal was either to sell the company to a larger player of the residential construction industry, or to an investment fund to support its growth. supervised the bid, which included both competitors and investment funds. The management team sold its shares to UI Gestion to support the expansion of Villas Prisme, while retaining a stake in the company.

April 2008 - GE Private Equity - Acquisition of a Minority Bloc of Shares

Type of transaction : acquisition of Minority Bloc of shares

Client : GE Equity Europe

Sector : High Technologies

Date : april 2008

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Targeted Company : Ulis, a subsidiary of Sofradir (85%) and of CEA Valorisation (15%), manufactures and markets, in France and globally, uncooled infrared detectors designed for civilian imaging equipment.

5 years after it was founded, Ulis employed a staff of 70 and had a 20% market share on the global market for new generation detectors. As of December 31, 2007, Ulis recorded sales of some €39M (of which 98% internationally).

Description of the assignment : According to the shareholders agreement signed in 2002 by Sofradir and CEA Valorisation, a disposal process of the 15% stake owned by CEA Valorisation in Ulis was launched in 2007.

In March 2008, GE Equity was approved as a new shareholder of Ulis by Sofradir and all of its shareholders (Safran-40%, Thalès-40%, Areva-20%). The closing took place in mid-April 2008.

advised GE Equity in this acquistion.

April 2008 – C10 – Merger / Acquisition

Type of transaction : adivice on an acquisition

Client : C10

Sector : logistics

Amount of the transaction : € 90M

Date : april 2008

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Targeted Company : Elidis, Alpes and Leodis constitute the on trade distribution network of Brasseries Kronenbourg (subsidiary of Scottish & Newcastle).

Elidis, Alpes and Leodis employ a staff of 1,200 and operate 60 warehouses, representing sales of €350M. These warehouses will be sold over the next year to members of the C10/Distriboissons network.

Description of the assignment : C10 is a French network of independent wholesale beverage distributors to the on trade industry (cafés, hotels, restaurants, pubs, etc.). With over 180 network members, C10 is the third largest player on the French market, behind France Boissons (number 1, subsidiary of Heineken) and Distriboissons (number 2).

On April 1, 2008, C10 and Distriboissons have merged thus creating an independent network of over 300 members, representing sales of €2bn and a market share of over 40%.

At the same time, this new network acquired the on trade distribution network of Brasseries Kronenbourg (subsidiary of Scottish & Newcastle), encompassing 3 companies: Elidis, Alpes and Leodis, for a total amount of €80M.

advised C10 in the negotiations with Scottish & Newcastle for the acquisition of Elidis, Alpes and Leodis, and in the financial structuring of the transaction.

January 2008 - STEF TFE - Block Trade

Type of transaction : block trade

Client : STEF-TFE

Sector : logistics

Amount of the transaction : about € 12M

Date : january 2008

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Targeted Company : With a turnover of more €.1,7 billion, STEF-TFE is a leader in the transport and storage of frozen goods in France. Listed on the stock exchange since 1998, the company nowadays capitalizes nearly € 630M.

Description of the assignment : In a difficult context on financial markets, advised STEF-TFE for the acquisition of a block of its own shares from one of its shareholders, Richelieu Finance. The transaction, carried out as part of its own shares purchasing program, enabled STEF-TFE to repurchase a number of shares representing nearly 2.1% of its equity.

December 2007 - SNCF – Transfer of financial assets

Type of transaction : transfer of financial assets between SNCF and the French State

Client : SNCF

Sector : transport

Amount of the transaction : € 8Bn

Date : december 2007

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Targeted Company : SNCF (Société Nationale des Chemins de Fer Français) is one of the largest public companies in France.

SCNF operates over 32,000km of railroads including 1,850km of high-speed railways and 14,800km of electric railways. With a staff of some 166 000 agents and over 14,000 trains circulating daily, SNCF is the second largest railway operator in the European Union, behind Deutsche Bahn.

Description of the assignment : SAAD (Service Auxiliaire d’Amortissement de la Dette) was a financial vehicle created in 1991 to hold some of the SNCF debt until 2028, and through which the French State repaid annually a fraction of the SNCF debt.

In accordance with new accounting standards, applicable to both the SNCF and the French State, the SAAD was dissolved and its assets transferred to the Caisse d’Amortissement de la dette publique. Accordingly, and in conformity with the agreements regulating the SAAD, SNCF reimbursed a fraction of the debt in anticipation, for an amount equivalent to its due annual contribution.

advised SNCF in the determination of the amount of this repayment, which totaled € 640 million.

July 2007 - Unimédia - Capital Raising

Type of transaction : Capital Raising

Client : Unimedia

Sector : media / audiovisual production

Amount of the transaction : € 1,5M

Date : july 2007

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Targeted Company : Created by Pascal Bataille and Laurent Fontaine, Unimédia is specialized in the production of game and entertainment shows for the french TV channels.. The Group is active in the entertainment market, magazines, documentaries, fiction, short programmes and cartoons through the following companies:

Loribel to produce TV shows (Y-a que la Vérité qui Compte, La méthode Cauet, La revanche des stars, Les missions de Gérald Dahan…)

Blooprod, for the production of short programs (La vie intensément, Le choizing…)

Blue Spirit Productions, a company which is co-owned by its founder and Unimédia, and specializes in the production of cartoon movies (Kirikou, Grabouillon, M Comme Max…)

Galaxy-7, which specializes in fiction and cartoons (Balise le blasé, Babette ou les menteurs…)

Description of the assignment : was mandated to assist the Group Unimédia in the search for a financial partner which would support its development projects and diversification strategy. It is in this context that the private equity fund Aurel Next Stage invested as a minority shareholder in the group in July 2007.

May 2007 - L’Occitane - LMBO

Type of transaction : advice on the structuring of an LMBO

Client : L’Occitane

Sector : distribution

Length of the assignment : 10 months

Amount of the transaction : € 800M

Date : may 2007

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Targeted company : L’Occitane was founded in the 70s and has grown rapidly and globally since the arrival of Reinold Geiger both as a shareholder and manager in 1996. With over 1,000 stores worldwide, the Company has sales of € 336 million, of which 80% are recorded outside France.

Description of the assignment : The shareholding managers contacted in 2006 to work on a reshuffling of the capital. Their purpose was to increase their stake in the Company through a LMBO, while pursuing its expansion. advised the management in its negotiations with Clarins and structured a LBMO allowing the managers and employees to reach their goals and permitting Clarins to further support the development of L’Occitane while realizing its investment for a significant amount. then led the tender bid process for the LMBO.
The managers and employees now hold a 83,5% stake in the Company while Clarins and a financial investor respectively own 10% and 6% of its capital. The LBMO financing consists in a € 280 million banking loan – including a € 205 million senior debt and a € 75 million capex line and revolving loan – and in a € 100 million seller’s loan. A joint-venture will be created soon with Clarins to complete acquisitions, with a € 500 million investing capacity.

March 2007 - STEF TFE - Assets sales

Type of transaction : assets sales

Client : STEF TFE

Sector : logistics

Length of the assignment : 9 months

Date : march 2007

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Targeted company : Following its acquisition of Cryologistics, and given its new position on the French temperature-controlled logistics market, STEF TFE had to comply with French antitrust regulation.
The “DGCCRF”, the French antitrust authority, ordered STEF TFE to dispose warehouses (including both real estate assets and goodwill), representing a total storage capacity of 500,000m3 within the year following the acquisition. was mandated to conduct this sale.

Description of the assignment : Following a tender bid including some 20 industrial players, groups Poldi and Coopagri acquired the Loudéac and Saint-Caradec sites (in the Brittany region), while Sofrica and Sofrino, along with Vectrane, purchased the sites in Trappes, Marne la Vallée and Rungis near Paris, to outsource those assets.

March 2007 - Daco - Structuring of an LMBO

Type of transaction : advice on the structuring of an LMBO

Client : Daco

Sector : distribution

Length of the assignment : 8 months

Amount of the transaction : between € 15M and € 20M

Date : march 2007

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Targeted company : Daco is family-owned company, specialising in the distribution of dry fruits and peanuts to general retailers. With sales of some € 35 million growing steadily, Daco ranks #2 on its market.

Description of the assignment : In the context of a capital reshuffling, was mandated to structure an LMBO transaction. Following a tender bid involving private equity funds, MBO Parternaires was selected by the management and the shareholders to support the development of the company it its new venture.

February 2007 - Quick - Acquisition

Type of transaction : advice concerning an acquisition

Client : CDC Capital Investissement

Sector : fast food industry

Length of the assignment : 3 months

Amount of the transaction : € 760M

Date : february 2007

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Targeted company : Quick is a listed Belgium company, ranking #2 on the French hamburger market and #1 in Belgium with sales of over € 470 million and some 400 restaurants.

Description of the assignment : GIB holding, a company held by the Albert Frères et Ackermans groups, intended to sell its stake in Quick, acquired in 2003, after having supported the restructuring of the group, led by its President, Jean-Paul Brayer.
, informed of the upcoming tender bid for the disposal of Quick, rapidly contacted CDC Capital Investissement, which it had previously advised on its acquisition of Frères Blanc along with ING Corporate Finance for the capital markets aspects of the transaction.
In a highly competitive context and with regards to the hidden real estate value, it was quickly decided to pre-empt the transaction, which also allowed avoiding potential market rumours, which could have polluted the disposal process.
Therefore, in less than 15 days after the launch of the disposal process, CDC Capital Investissement was able to produce a binding and fully financed offer.
The price which included the real-estate value, was such that it prevented the intrusion of an hedge fund which could have blocked the delisting of the company from the Brussels stock exchange. The public offer was a true success and CDC Capital Investissement acquired over 95% of the shares of Quick, which was thereafter delisted.

December 2006 - Téléshopping / 1001 listes - Aquisition

Type of transaction : advice concerning an acquisition

Client : Téléshopping / TF1

Sector : distribution

Length of the assignment : 6 months

Amount of the transaction : about € 20M

Date : december 2006

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Targeted company : 1001 listes is an Internet wedding list specialist company. Led by Pauline d’Orgeval it rapidly grew to become #2 on its market, behind Galeries Lafayette.

Description of the assignment : Aurel conseil convinced the shareholders of 1001 listes that an industrial acquirer, able to integrate the company in a larger business environment, would better allow the company to pursue its growth.
TF1, through its online shopping subsidiary Téléshopping acquired the company in an over-the-counter transaction.
1001 listes, with sales of some € 25 million and the support and media power of TF1, should continue its development.

November 2006 - Immobiliere Mory - Asset sales

Type of transaction : asset disposal

Client : Mory Group

Sector : express deliveries/transport logistics

Length of the assignment : 9 months

Amount of the transaction : € 180M (value of the completed transaction)

Date : November 2006

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Targeted company : Immobilière Mory is a part of the Mory Group, owned by Alain Bréau and the management of Mory. Its assets comprise a portfolio of leasing contracts on assets managed by the Mory Group.

Description of the assignment : Aurel conseil received a mandate to organise a tender offer to sell all the leasing contracts. Subsequently, GENERAL ELECTRIC REAL ESTATE France acquired the portfolio for 180 million euros through its subsidiary IPBM, which benefits from the favourable tax legislation for SIICs.

March 2006 - Geoxia - LMBO

Type of transaction : LMBO structuring

Client : Geoxia

Sector : home building

Length of the assignment : 9 months

Amount of the transaction : confidential

Date : March 2006

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Targeted company : With a turnover of €581m and well-known brand names such as Maison Phénix, Maisons Familiales and Maisons Castor; Geoxia is France’s leading home-builder. A spin-off from Générale des Eaux, the company was acquired by Barclays Private Equity and the company’s management in 1999. Natexis Private Equity and Initiative & Finance became shareholders in 2003

Description of the assignment : During 2005, the company’s shareholders decided to sell their stake and considered two options: a disposal through a tender bid, or, an I.P.O.. The first solution presented the drawback of replacing the managers and the main shareholders, whilst the latter did not allow the investors to sell all of their shares. Aurel conseil therefore proposed to the Group’s management that they structure an LMBO, allowing them to acquire majority stake in the company. Aurel conseil received a mandate to structure this transaction (debt negotiation, mezzanine debt and guarantees) and to advise the management in its negotiations with Barclays Private equity, the selling shareholder, and with Natexis Private Equity/Initiative & Finance, who reinvested in the Group’s capital.

Janvier 2006 - Moonscoop - Structuring an acquisition financing

Type of transaction : funding advice

Client : Moonscoop

Sector : media

Length of the assignment : 16 months

Amount of the transaction : € 12M

Date : January 2006

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Targeted company : MOONSCOOP is one of the leading European animated series producers, such as TITEUF or CODE LYOCO, sold to TV channels. The popularity and success of MOONSCOOP can be attributed to its ability to acquire derivative rights on its characters. This allows the company to license and/or market derivatives products such as video games, DVDs, school bags or any other products targeting young children.

Description of the assignment : During its rapid growth phase, MOONSCOOP needed to secure financing to acquire targets in Europe and the USA. In this context, Aurel conseil received a mandate and raised €12 million from BNP PARIBAS, which allowed MOONSCOOP to acquire MIKE YOUNG PRODUCTIONS in the United States.

January 2006 - Cryologistic - Acquisition

Type of transaction : advice concerning an acquisition

Client : STEF TFE

Sector : transport / logistics

Length of the assignment : 9 months

Amount of the transaction : confidential

Date : January 2006

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Targeted company : STEF-TFE is a leader in the transport and storage of frozen goods in France. For several years it had wanted to acquire Cryologistic, n° 2 in the sector. In early 2005, when it was informed by Aurel conseil that Cryolostic was for sale, STEF-TFE made an offer to its American owners, which was rejected as they were already committed to Paluel-Marmont Capital and Alliance Entreprendre.

Description of the assignment : Having received a mandate from STEF-TFE, Aurel conseil began to negotiate with the new shareholders of Cryologistic and this resulted in the signature of an agreement at the end of 2005. STEF-TFE’s market position in the sector required approval from the DGCCRF as a result of competition regulations. An agreement was reached which allowed the transaction to be rapidly closed, subject to a commitment from STEF-TFE to sell off part of the assets.

December 2005 - Les Frères Blanc - Acquisition

Type of transaction : advice concerning an acquisition

Client : CDC Entreprise Capital

Sector : restaurants

Length of the assignment : 3 months

Amount of the transaction : confidential

Date : December 2005

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Targeted company : With a turnover of more than €100 million and owning prestigious restaurants such as l’Alsace, Le Procope, Le Grand Café and the restaurant chain, Chez Clément, the Group, Les Frères Blanc, is one of the leading restaurant group in Paris and France.

Description of the assignment : In mid 2005, the family shareholders, Pierre and Jacques Blanc, decided to sell their group and mandated a bank to organise a tender bid. Having studied the sector for several months, coupled with an in-depth knowledge of the conditions surrounding the transaction, as well as of the objectives of the sellers, Aurel conseil proposed its advisory services to CDC Enterprise Capital to assist them in what was to be the first investment of their new fund. Following a very competitive tender which involved three rounds, CDC Entreprise Capital won the tender for an amount exceeding €150 million.

June 2005 - Mory Group - LMBO

Type of transaction : advice concerning the structuring of an LMBO

Client : Mory Group

Sector : express deliveries / transport logistics

Length of the assignment : 7 months

Amount of the transaction : confidential

Date : June 2005

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Targeted company : With a turnover of € 840 million, Mory Group is one of the leading independent groups of the express deliveries and transport logistics sector in France. In 1999, the Group was acquired from the CDR in an LBO transaction led by the investment funds Bridgepoint Capital and Barclays Private Equity and Alain Bréau, its Chairman and Chief Executive Officer.

Description of the assignment : After six years of restructuring and growth, the investment funds decided in 2005 to sell their majority stake. Alain Bréau and the Group’s management then wanted to acquire all the shares of the company and mandated Aurel conseil at the beginning of 2005 to structure their offer. Following a restrained tender offer, Aurel conseil accepted Société Générale’s offer, which involved issuing senior debt of € 70 million. The investment funds renewed their support to the management team of the Mory Group by investing € 15 million in the form of an ORA (bonds redeemable with shares).