The buyer was advised by McDermott Will & Emery on M&A and debt aspects, the management by Hogan Lovells and the sellers by Joffe & Associés.
The funds for the purchase of the company were made available by a pool of senior lenders that included BNP Paribas, Caisse d’Epargne et de Prévoyance Ile de France and Banque Populaire Rives de Paris for the senior loan. The banks were advised by DLA Piper. The mezzanine loan was provided by Access Capital Partners. Through this transaction, which marks the first investment by the Aldebaran Transformation Fund I, Aldebaran Capital Partners has secured a majority stake in NumWorks’ share capital.
Goodwin Procter advised Access Capital Partners with a team comprising partner Arnaud Fromion, counsel Laurent Bonnet and associate Charlotte Mouradian.
The transaction facilitated the exit of the VCs and business angels who have accompanied NumWorks since its founding in 2016 by Romain Goyet. The company has developed a graphing calculator and associated software for high school students that is intuitive and simple to use.
An Interview with Laurent Bonnet, Goodwin Procter LLP:
Please tell us more about your involvement in this transaction. What skills and experience did you draw upon as part of your work?
Goodwin was approached by Access Capital Partners at the commitment documents stage, as the sponsor was finalising its bid, to work on the mezzanine financing. The next step was to draft a framework of mezzanine finance documents, into which the definitions, representations, undertakings and events of default of the agreed form of the senior finance documents were incorporated, mutatis mutandis.
Did you encounter any notable challenges during the course of this transaction? If so, how did you overcome them?
As per French market practice, the mezzanine loan was structured as an issue of bonds with attached warrants (obligations à bons de souscription d’actions). This is because private credit funds which are not registered banks (établissements de crédits) are not authorised to make loans, so any financing needs to be structured as a subscription by the lender of debt securities issued by the borrower. Certain adjustments were required to mirror a standard loan but adapted for a bond instrument, and taking into account certain French specificities (e.g. legal ’masse‘ regime, incorporation of compounded coupon in nominal value).
In addition, the duality of the legal nature of the financing, i.e. a debt instrument but with an equity kicker component, called for special attention to the capital structure and agreement between shareholders.
Goodwin was approached by Access Capital Partners at the commitment documents stage, as the sponsor was finalising its bid, to work on the mezzanine financing.
Last but not least, an added complexity was the insertion of a Topco holding company above the issuer; the finance documents thus had to be adjusted for this Topco to be a party thereto and provide certain representations and take certain undertakings.
In what ways would you say that your work on this transaction fit the profile of your law firm?
Goodwin’s Paris Debt Finance team represents both lenders (banks and private debt providers) and borrowers (private equity firms and their portfolio companies, as well as leading public and private companies and start-ups), in a wide variety of situations and business industries. We build on this versatile experience and the market insight it provides when working for clients considering investments in private assets regardless of asset class, such as debt financings with an equity incentive scheme. In addition, the team is nimble and agile, and as a result is able to work within tight deadlines, such as for this transaction, which was closed in under a month after the sponsor was selected.
