BNP Paribas in €2 Billion Buyout of Galeries Lafayette and Tender Offer

March 29, 2005

Cleary Gottlieb represented BNP Paribas in a joint buyout of the minority shareholders of French department store group Galeries Lafayette.  The buyout, in which BNP Paribas teamed with France’s Moulin family, involved an equity and debt investment of €2 billion.  BNP Paribas and the Moulin family, descendants of the co-founder of Galeries Lafayette, completed the buyout and formed a partnership to develop Cofinoga, Galeries Lafayette’s consumer credit division.

In the buyout, BNP Paribas purchased a 29.5% stake in Galeries Lafayette for €930 million.  BNP Paribas then contributed its shares to SEMAD, the Moulin family’s holding company, in which BNP Paribas and the Moulin family now hold a 38% and 62% equity interest, respectively.  The holding company owns a 61% equity interest in Galeries Lafayette.

Cleary Gottlieb also represented BNP Paribas, as guarantor, in a subsequent tender offer launched by SEMAD for the outstanding share capital of Galeries Lafayette.  The tender offer will be financed through a €750 million credit facility and €840 million in subordinated notes.

Galeries Lafayette’s core businesses include its department and retail stores (including Monoprix), which achieved a €6.3 billion turnover last year.  Cofinoga is a top French consumer credit company with net banking income of €878 million and €10 billion in managed receivables.  For 30 years, Cofinoga has offered financial services to consumers through private label cards, personal loans and direct or revolving credits.