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

2. 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]

3. 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

4. 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)]

5. 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

6. 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)

7. 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%

8. 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)]

9. 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)]

10. 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