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Presentation transcript:

Modelo de apresentação para cliente ______________________________ Project [ ] Structure overview and related legal issues Copyright © 2017 LexisNexis. All rights reserved. Acesse o Lexis 360

Overview 1. [Company name A ] Group current structure 2. Proposed adjustments to the [ Company name A ] Group structure Elimination of family holdings for sales by individuals (tax efficient); Buyout of individual shareholding in target. 3. Investment by [Company name C]

Structuring the Investment [Company name A ] Current group structure* X Holding Y Holding Z Holding [Private Equity investment W] P Holding 21% 35% 9% 30% 5% [Company name A] 1% [Shareholder name R] 99% 95% 5% [Company name J (target)] [Company name K] (Not part of the deal) * NOTE: To be confirmed upon review of corporate documents

Proposed Adjustments to the [Company name A ] Group Structure Step 1 - Suppressing of family holdings [Shareholder (individual) name X] [Shareholder (individual) name Y] [Shareholder (individual) name Z] Private Equity investment W] [Shareholder (individual) name P] 21% 35% 9% 30% 5% [Company name A] 1% [Shareholder (individual) name R] 5% 99% 95% [Company name K] (Not part of the deal) [Company name J (target)]

Proposed Adjustments to the [Company name A ] Group Structure Step 2 – Buyout of individual shareholder X [Shareholder (individual) name X] [Shareholder (individual) name Y] [Shareholder (individual) name Z] [Private Equity investment W] [Shareholder (individual) name P] 25% 33,34% 8,5% 28,46% 4,7% [Company name A] 4%* [Shareholder (individual) name R] 100% 95% 5% [Company name J (target)] [Company name K] (Not part of the deal) * NOTE: 1% of Target = 4% of Company Name A

Proposed Adjustments to the [Company name A] Group Structure Step 3 – Capital reduction of [company name A] to return shares in target to [company name A] shareholders [Shareholder (individual) name Y] [Shareholder (individual) name Z] [Private Equity investment W] [Shareholder (individual) name P] [Shareholder (individual) name X] 33,34% 8,5% 28,46% 4,7% 25% [Company name A] [Shareholder (individual) name R] 95% 100% 5% [Company name J (target)] [Company name K] (Not part of the deal)

Proposed Adjustments to the [Company name A ] Group Structure Step 4 – Sale of target’s shares to [Company C] [Shareholder (individual) name X] [Shareholder (individual) name Y] [Shareholder (individual) name Z] [Private Equity investment W] [Shareholder (individual) name P] 25% 33,34% 8,5% 28,46% 4,7% 51% [Company name C] SPA [company name A] 100% [Shareholder (individual) Name R] 95% [Company name J (target)] [Company name K] (Not part of the deal) 5%

Proposed Adjustments to the [Company name A ] Group Structure Step 5 – Creation of new holding entity for Sellers to hold Target [Company name C] [Shareholder (individual) name X] [Shareholder (individual) name Y] [Shareholder (individual) name Z] [Private Equity investment W] [Shareholder (individual) name P] 12,25% 16,34% 4,16% 13,95% 2,3% [Company name D] 51% 49% [Company name J (target)]

Proposed Adjustments to the [Company name A ] Group Structure Final structure [Shareholder (individual) name X] [Shareholder (individual) name Y] [Shareholder (individual) name Z] [Private Equity investment W] [Shareholder (individual) name P] 25% 33,34% 8,5% 28,46% 4,7% [Company name C] [Company name D] Shareholders’ Agreement 51% 49% [Company name J (target)]

Structuring the Investment General comments Pros: More tax-effective for sellers (sale as individuals) Allows succession and tax planning for the individuals [Company name C]’s only partner would be [Company name D]; Perpetuity of the lower level corporate structure; Protection to Target from joining of heirs or other successors; Protection to [Company name C] from dealing directly with individuals and their heirs or other successors. Elimination of direct equity interest of [Shareholder name X] in Target Cons: Time and cost for capital reduction of [Company name A] for returning shares in Target to shareholders Time and cost for incorporating [Company name D] Indirect interest of new individuals in [Company name A] – such as the shareholders of [Private Equity Investment W] Risk of deadlock at [Company D] in case of disputes between its shareholders may affect governance of Target. 1