BC Partners in €96.25 Million Sale of a 14.6% Stake in Medica

Cleary Gottlieb represented TBU-3 International, a Luxembourg company held by funds advised by private equity fund BC Partners, in the sale of 7 million shares of Medica, a leader in the French long-term dependency care sector, for a total price of over €300 million in two series of transactions: a private placement relating to 14.6% of the share capital in April 2011 followed by block sales totalling 28.1% of the share capital to Covéa Group and Batipart Participations in May 2011.

The shares, listed on Euronext Paris, were offered for sale in the United States under Rule 144A and outside of the United States under Regulation S. The transaction, which closed on April 4, 2011, was managed by BNP Paribas and Credit Suisse.

The sale represents approximately 14.6% of the total share capital and voting rights of Medica, decreasing TBU-3 International’s stake in Medica to approximately 30.5%. The shares publicly held now represent approximately 53.6% of Medica’s share capital.

In February 2010, Cleary Gottlieb represented the underwriters in the €313.7 million initial public offering of Medica, consisting of a public offering in France and an international offering carried out pursuant to Regulation S and Rule 144A.