BUT (France) - Jan 2008

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01 January 2008

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Decomeubles Partners, a private equity firm backed by a consortium composed of Colony Capital, Goldman Sachs and Merchant Equity Partners, is set to acquire BUT from Kesa Electricals for €550m after the exchange of a sale and purchase agreement. The deal will see Goldman Sachs and Colony Capital each acquire 48% of the capital. The remaining 4% being held by Merchant Equity Partners and the management. The €550m purchase price is subject to adjustment for debt and other items. Kesa Electricals will use a proportion of the net proceeds to buyback shares with the possibility of bolt on acquisitions. The deal, which is pending shareholder approval, is expected to be finalised in March. However, the sale and purchase agreement will be terminated if the conditions are not met by 26 March. In addition, Kesa is obliged to pay a termination indemnity to the purchaser of €5.5m if the company shareholders choose not to approve the disposal. The deal is comprised of 70% of senior and mezzanine debt.

Company

Created in 1987, BUT specialises in furniture and electrical goods. The company has 112 stores and another 120 stores which operate as franchises around France. In 2007 BUT had a turnover of €800m. The company employs around 3,700 people.

People

Jean-Noel Labroue is chief executive of Kesa Electricals. Sébastien Bazin and Jean-Romain L’Homme worked on the deal for Colony Capital, while Tom Bauwens did so for Goldman Sachs and Henry Jackson for Merchant Equity Partners.

Advisers

Debt - Credit Suisse, Thibaud Paraire (Corporate Finance)Equity - Goldman Sachs, Shahriar Tadjbakhsh, Vincent Catherine (Corporate Finance)Equity - Landwell, Jean-Philippe Brillet, Xavier Etienne (Tax)Equity - Rothschild, (Legal)Equity - Willkie Farr & Gallagher, Annette Peron, Daniel Hurstel (Legal)Vendor - Bredin Prat, Sebastian Prat, Sébastien de Monès (Legal)Vendor - Cushman & Wakefield, Paul Waroquiers (Other Due Diligence)Vendor - Ernst & Young - Transaction Advisory Services, Amaury Bonnaire, Olivier Hache (Financial Due Diligence)Vendor - Ernst & Young Société d’Avocats, Henri-Pierre Vacher, Olivier de Panafieu, Roland Berger (Other Due Diligence)Vendor - Ernst & Young Société d’Avocats, Lionel Nentille, Virginie Lefebvre-Dutilleul (Legal)Vendor - Lazard & Co, Nicolas Constant, Stéphane Tortajada (Corporate Finance)Vendor - Lazard & Co, Nicolas Constant, Stéphane Tortajada (Corporate Finance)