Eurazeo SE
Eurazeo North America is a subsidiary of Eurazeo Société Européenne, a French listed
publicly-traded European company. Eurazeo Société Européenne, through its subsidiaries and
affiliates, operates a global investment company that sponsors and manages several Funds (as
defined below) that invest in companies throughout the world. These Funds, as well as
Eurazeo Société Européenne’s proprietary investments are managed by either Eurazeo
Société Européenne or by an affiliate (Eurazeo Société Européenne together with each such
managing affiliate, a “Eurazeo Fund Manager”, collectively “Eurazeo SE” and collectively
with all subsidiaries and affiliates, “Eurazeo”). Eurazeo SE is a global investment company
with offices in Paris, New York, Sao Paulo, Seoul, Shanghai, London, Luxembourg,
Frankfurt, Berlin, Madrid, Singapore and Milan. Eurazeo SE manages a diversified portfolio
of approximately €35 billion in assets as of December 31, 2023, of which over €24 billion for
third parties. Eurazeo SE operates in many private equity markets on three continents and has
a portfolio featuring around 500 companies of all sizes and sectors, for which it is most often
the majority or key shareholder.
The purpose of Eurazeo SE, in France and in all other countries, is (directly or indirectly):
• the management of its funds and their investment over the short, medium or long term;
• the acquisition, management and disposal, by all available means, of all minority or
controlling interests, and generally of all listed and unlisted securities and all real and
movable property, in France and elsewhere;
• the sponsoring and acquisition of investment funds and the acquisition of interests in
funds of this type;
• the acquisition, disposal, management and operation, by way of leasing or otherwise,
of all real property and buildings that it owns or that it may acquire or build;
• the performance of services on behalf of entities or companies in which Eurazeo SE
holds an equity stake;
• the grant of security interests, endorsements and guaranties to facilitate the financing
of subsidiaries or entities in which Eurazeo SE holds an investment; and
• more generally, all financial, industrial, commercial, real and movable property
transactions, directly or indirectly related to one of those purposes or to any similar or
related purpose.
Eurazeo SE has an Executive Board and a Supervisory Board and is governed by current and
future French and European legislative provisions, in particular by the General Regulation of
the French Financial Authority (Règlement Général de l’Autorité des marchés financiers
(“AMF”)). Eurazeo SE is recorded in the French Single Register of Insurance, Banking, and
Finance Intermediaries (ORIAS) under the number 19008710 as a Financial Investment
Advisor (Conseiller en investissement financier (“CIF”)) since December 13, 2019. Eurazeo
SE commits to comply with the recommendations of the French corporate governance code
called AFEP MEDEF Code.
Eurazeo SE invests in three asset classes: private equity, private debt and real assets.
Eurazeo North America
Eurazeo North America, a corporation incorporated in the State of Delaware, USA, is a
wholly-owned subsidiary of Eurazeo SE. Eurazeo North America provides non-discretionary
investment advisory services to its parent Eurazeo SE and Eurazeo Fund Managers on
potential investments in the United States and has been providing such services since
September 2016.
Pursuant to investment advisory services agreements between Eurazeo SE and Eurazeo North
America (each, an “Advisory Agreement”), Eurazeo North America: (i) identifies, appraises
and recommends investment opportunities (such investment opportunities, once
consummated, referred to herein as a “portfolio
company”) in the United States to Eurazeo SE
consistent with its parent company’s investment policy; (ii) advises and provides related
services to its parent company in connection with the implementation of its investment
recommendations; (iii) monitors the portfolio, reviews and analyzes the performance of the
portfolio including in particular, the review of Eurazeo’s operating and financial results and
the evaluation of the efficiency of their operation and use of capital; and (iv) assists with
fundraising and investor relations in the United States. In addition to providing such services
to Eurazeo SE, Eurazeo North America has provided Eurazeo Global Investment (“EGI”)
(formerly Eurazeo Mid Cap), and expects to provide certain other Eurazeo Fund Managers,
with similar services, in each case pursuant to an Advisory Agreement.
As described above, Eurazeo North America provides investment advisory services to certain
Eurazeo Fund Managers, that utilize Eurazeo North America’s services for purposes of
managing certain non-U.S. private investment vehicles and funds that invest in assets
throughout the world (each a “Fund”), that are exempt from registration under the Investment
Company Act, as amended (the “1940 Act”), and whose securities are not registered under the
Securities Act of 1933, as amended (the “Securities Act”). As such, the recommendations and
advice provided by Eurazeo North America to a Eurazeo Fund Manager in connection with
U.S. investment opportunities may be implemented by the relevant Eurazeo Fund Manager, or
indirectly through its subsidiaries, within these Funds.
Currently, Eurazeo North America has no other clients except Eurazeo SE and certain
Eurazeo Fund Managers and does not offer wrap fee programs.
Proprietary Investments
Eurazeo SE utilizes Eurazeo North America’s non-discretionary investment advisory services
to invest for its own account in the Funds and otherwise in securities in which Funds may
take a position (a “proprietary investment”). In accordance with co-investment agreement(s)
entered into between Eurazeo SE, certain of its affiliates and the Funds, investment decisions
made or taken by Eurazeo SE and its affiliates concerning proprietary investments generally
shall also apply or be taken, having like effect (i.e., pari passu), with respect to the Funds
provided it is legally and practicably possible.
That being said, it is possible that as a result of legal, tax, regulatory, accounting or other
considerations, the terms of such proprietary investment (including with respect to price and
timing) for Eurazeo SE and for a Fund may not be the same. Additionally, the Funds and
Eurazeo SE may have different expected investment termination dates and/or investment
objectives (including target return profiles) and as a result, may have conflicting goals with
respect to the price and timing of disposition opportunities. The Funds’ strategy of co-
investing alongside Eurazeo SE results in potential conflicts of interest for Eurazeo North
America with respect to its recommendations to Eurazeo SE and the Eurazeo Fund Managers,
such as potential conflicts between the different liquidity needs of Eurazeo SE and the Funds
and the potentially indefinite investment horizon of Eurazeo SE, including those conflicts
outlined below in “Conflicts Related to Purchases and Sales” in Item 11 below. Eurazeo SE
has implemented policies and procedures to seek to identify and mitigate potential conflicts
of interest and address certain regulatory requirements.
Assets Under Management
Eurazeo North America provides assistance in managing approximately $2.228 billion in
assets on a non‐discretionary basis (assets valued as of December 31, 2023).