Ashurst has advised Groupama S.A. on the signing of an agreement to sell 100% of Groupama Private Equity (GPE) to ACG Group.

The transaction, which forms part of Groupama's efforts to dispose of its non-core assets, is subject to customary regulatory approval which is expected to be obtained by the end of the first quarter 2013.

GPE and ACG have significant complementary skill-sets and their merger will create a new leading independent private equity team both on a French and a European scale. The group will operate in all segments of the private equity sphere: primary and secondary funds of funds, direct investment and mezzanine debt.

Simultaneously, Groupama has sold its interests in the direct private equity funds managed by Acto Capital (FCPR Acto and FCPR Acto Capital II). These interests will be acquired by Luxempart and Five Arrows Secondary Opportunities III, part of the Rothschild group. This sale will involve the transfer of Acto Capital's team to a new management company which is currently in the process of obtaining regulatory authorisation from the Autorité des Marchés Financiers. That company will operate under a new name and will be sponsored by Luxempart, a listed investment company based in Luxemburg.

Groupama will retain all its interests in the other private equity funds managed by Groupama Private Equity (funds of funds and mezzanine debt).

Groupama Private Equity's divisions which will join ACG include €1.6bn of assets managed on behalf of both Groupama as well as third-party institutional clients. The divisions are split into two separate teams: Funds of funds (Quartilium), accounting for €1.4bn and sponsored and sponsorless mezzanine (ActoMezz), accounting for €0.2bn.

The Ashurst corporate team was led by partner Xavier Comaills and counsel Franck Coudert, assisted by associates Isaure Sander and Diane Campion de Poligny. Counsel Nataline Fleury advised on the employment aspects and associate Priscilla Van den Perre covered the tax aspects of the transaction.

UBS acted as financial advisor to Groupama S.A. The transaction was led by the UBS Private Funds Group (Nicolas Lanel, Managing Director and Jasmine Hunet, Associate Director) in partnership with the Paris investment banking team (Quentin Boucly, Associate Director).

ACG was advised by Sarrau, Thomas, Couderc (partner Delphine Bariani and associate Faustine Carrière) and by Arjil (Pierre Moullade, Director).

Luxempart and Five Arrows were advised by Jones Day (partner Florence Moulin and counsel Daniel Schmidt).

Groupama Private Equity was advised by Salans (partner Paul Morel and counsel Guillaume Panuel).

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