0001140361-13-024732.txt : 20130610 0001140361-13-024732.hdr.sgml : 20130610 20130610163645 ACCESSION NUMBER: 0001140361-13-024732 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20130610 DATE AS OF CHANGE: 20130610 GROUP MEMBERS: FONDS STRATEGIQUE D INVESTISSEMENTS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Constellium N.V. CENTRAL INDEX KEY: 0001563411 STANDARD INDUSTRIAL CLASSIFICATION: SECONDARY SMELTING & REFINING OF NONFERROUS METALS [3341] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87483 FILM NUMBER: 13903824 BUSINESS ADDRESS: STREET 1: TUPOLEVLAAN 41-61 CITY: SCHIPHOL-RIJK STATE: P7 ZIP: 1119NW BUSINESS PHONE: 31-20-654-97-80 MAIL ADDRESS: STREET 1: TUPOLEVLAAN 41-61 CITY: SCHIPHOL-RIJK STATE: P7 ZIP: 1119NW FORMER COMPANY: FORMER CONFORMED NAME: Constellium Holdco B.V. DATE OF NAME CHANGE: 20121130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAISSE DES DEPOTS ET CONSIGNATIONS CENTRAL INDEX KEY: 0001056947 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 56 RUE DE LILLE CITY: 75356 PARIS 07SP STATE: I0 ZIP: 00000 BUSINESS PHONE: 8033140498417 SC 13D 1 formsc13d.htm CAISSE DES DEPOTS ET CONSIGNATIONS SC 13D 5-29-2013 (CONSTELLIUM N.V.)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 

 
SCHEDULE 13D
 
Under the Securities Exchange Act of 1934

(Amendment No.   )*

Constellium N.V.
(Name of Issuer)
 
Class A Ordinary Shares, nominal value €0.02
(Title of Class of Securities)
 
NN22035 104
(CUSIP Number)

Ellen J. Odoner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
May 29, 2013
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 


 
1
NAME OF REPORTING PERSON
 
 
I.R.S. IDENTIFICATION OF ABOVE PERSON
 
 
Caisse des Dépôts et Consignations
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
       
(b) o
    
    
  
3
SEC USE ONLY
 
  
4
SOURCE OF FUNDS
 
 
WC
 
       
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
           
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
  France  
        
   
7
SOLE VOTING POWER
   
 
  
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY
 
12,846,969 shares of Class A ordinary shares
OWNED BY EACH
9
SOLE DISPOSITIVE POWER
 REPORTING PERSON
 
 
WITH 10
SHARED DISPOSITIVE POWER
       12,846,969 shares of Class A ordinary shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
12,846,969 shares of Class A ordinary shares
 
   
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW  (11) EXCLUDES CERTAIN SHARES*
o
  
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
12.6%
 
  
  
  
14
TYPE OF REPORTING PERSON
 
 
OO
 
          

CUSIP No. NN22035 104
13D
Page 2 of 11
 

 
1
NAME OF REPORTING PERSON
 
 
I.R.S. IDENTIFICATION OF ABOVE PERSON
 
 
Fonds Stratégique d’Investissements
 
     
     
   
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
       
(b) o
        
       
       
3
SEC USE ONLY
 
   
   
     
4
SOURCE OF FUNDS
 
 
WC
 
                 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨
o
                 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
  
  France  
                 
     
7
SOLE VOTING POWER
     
    
NUMBER OF SHARES
8
SHARED VOTING POWER
BENEFICIALLY
 
12,846,969 shares of Class A ordinary shares
OWNED BY EACH
9
SOLE DISPOSITIVE POWER
 REPORTING PERSON
 
 
WITH 10
SHARED DISPOSITIVE POWER
           
12,846,969 shares of Class A ordinary shares
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  
 
12,846,969 shares of Class A ordinary shares
     
   
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW  (11) EXCLUDES CERTAIN SHARES*
o
   
  
    
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  
 
12.6%
  
    
     
    
14
TYPE OF REPORTING PERSON
 
 
OO
 
                 

CUSIP No. NN22035 104
13D
Page 3 of 11


Responses to each item of this Statement on Schedule 13D are incorporated by reference into the response to each other item, as applicable.
 
Item 1.
Security and Issuer

This Statement on Schedule 13D relates to the Class A ordinary shares, nominal value €0.02 (the “Ordinary Shares”), of Constellium N.V. (the “Issuer”).  The principal executive offices of the Issuer are located at Tupolevlaan 41-61, 1119 NW Schiphol-Rijk, The Netherlands.
 
Item 2.
Identity and Background

This Statement on Schedule 13D is filed jointly by (i) the Caisse des Dépôts et Consignations, a major French state-owned financial institution (établissement special) (“CDC”), and (ii) Fonds Stratégique d’Investissement, a société anonyme incorporated under the laws of the Republic of France (“FSI”).  CDC and FSI are referred to herein collectively as the “Reporting Persons.”  The principal address for each of the Reporting Persons is 56, rue de Lille, 75007 Paris, France.
 
FSI is a French public investment fund specializing in the business of equity financing via direct investments or fund of funds.  CDC holds 51% of the share capital of FSI and solely controls FSI.  The other 49% of FSI’s share capital is owned by the French State.  CDC, a major French state-owned financial institution, is principally engaged in the business of long-term investments.
 
As of the date hereof, FSI holds directly 12,846,969 Ordinary Shares. As of the date hereof, CDC does not hold any Ordinary Shares directly.  CDC may be deemed to be the beneficial owner of 12,846,969 Ordinary Shares, indirectly through its ownership of 51% of the share capital and sole control of FSI.
 
Attached as Appendices A and B to Item 2 is information required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
 
None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Appendices A and B to Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.
Source and Amount of Funds or Other Consideration

On January 4, 2011, FSI acquired 352,950 Ordinary Shares from the Issuer for an aggregate purchase price of $12,500,000.  FSI obtained the funds to purchase the Ordinary Shares from previous capital contributions from its shareholders.  In connection with a recapitalization prior to the Issuer’s initial public offering (the “IPO”), the Issuer issued an additional 22.8036011 Ordinary Shares for each outstanding Ordinary Share to each shareholder, as a result of which FSI acquired an additional 8,048,531 Ordinary Shares for no additional consideration.
 
On May 22, 2013, Apollo Omega (Lux) S.à.r.l. (“Apollo Omega”), AMI (Luxembourg) S.à.r.l. (“AMI”), Rio Tinto International Holdings Ltd. (“Rio Tinto”) and FSI entered into a Share Purchase Agreement (the “Purchase Agreement”), whereby FSI agreed to place a binding order to purchase 4,445,488 Ordinary Shares in the Issuer’s IPO, and Apollo Omega, AMI and Rio Tinto agreed to use best efforts to cause the underwriters in the IPO to allocate that number of Ordinary Shares to FSI.  For information concerning the standstill provisions of the Purchase Agreement applicable to FSI, see Item 6 of this Schedule 13D.  A copy of the Purchase Agreement is filed as Exhibit 2.
 

 
On May 29, 2013, pursuant to the Purchase Agreement, FSI purchased 4,445,488 Ordinary Shares for an aggregate purchase price of $66,682,320.  FSI obtained the funds to purchase the Ordinary Shares from working capital.
As of the date hereof, FSI holds 12,846,969 Ordinary Shares, representing 12.6% of the Ordinary Shares and 12.5% of the outstanding share capital of the Issuer.
 
Item 4.
Purpose of Transaction

All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes.  The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer (subject to the standstill provisions of the Purchase Agreement described in Item 6 of this Schedule 13D, which description is incorporated herein by reference), or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law (subject to the provisions of the Lock-Up Agreement described in Item 6 of this Schedule 13D, which description is incorporated herein by reference).  The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.  None of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D.  However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the Board of Directors of the Issuer or other third parties regarding such matters.
 
Item 5.
Interest in Securities of the Issuer
 
Under the terms of the Amended and Restated Shareholders Agreement dated as of May 29, 2013 (the “Shareholders Agreement”), among Apollo Omega, AMI, Rio Tinto, FSI and the Issuer, each of Apollo Omega, AMI, Rio Tinto and FSI (collectively, the “Sponsoring Shareholders”) agreed that as long as the number of Ordinary Shares owned by a Sponsoring Shareholder equals or exceeds a specified percentage amount, Rio Tinto and FSI would each be entitled to designate for binding nomination one member of the board of directors of the Issuer, and Apollo Omega and AMI collectively would have the right to designate for binding nomination a majority of the board of directors or two members of the board of directors, depending on whether the aggregate number of shares held by Apollo Omega and AMI equals or exceeds the required percentage amount.  Each of the Sponsoring Shareholders also agreed to vote in favor of each director nominated by the other Sponsoring Shareholders, as long as the Sponsoring Shareholder that nominated the director continues to hold the required percentage amount of the Issuer’s Ordinary Shares.  (For additional information, see “Amended and Restated Shareholders Agreement” in Item 6 of this Schedule 13D, which is incorporated herein by reference.)  Accordingly, FSI may be deemed to comprise a group with Apollo Omega, AMI and Rio Tinto within the meaning of the Securities Exchange Act of 1934, as amended, that may be deemed to share voting power with respect to the aggregate 78,851,412 Ordinary Shares held by the Sponsoring Shareholders, which represents approximately 77.4% of the Issuer’s outstanding Ordinary Shares.  See the Statements on Schedule 13D filed with the Securities and Exchange Commission by Rio Tinto and by Apollo Omega and AMI, respectively.  Each of the Reporting Persons disclaims beneficial ownership of all of the Ordinary Shares held by Rio Tinto, Apollo Omega or AMI, and the filing of this Schedule 13D shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
 
Page 5

 
On May 29, 2013, FSI completed the acquisition of 4,445,488 Ordinary Shares pursuant to the Purchase Agreement.  Following this purchase of Ordinary Shares, FSI holds directly 12,846,969 Ordinary Shares, which represents approximately 12.6% of the Issuer’s outstanding Ordinary Shares.  CDC solely controls FSI and may therefore be deemed to be the indirect beneficial owner of the shares held by FSI.
 
(a)  See also the information contained on the cover pages of this Statement on Schedule 13D which is incorporated herein by reference.  The percentage of Ordinary Shares beneficially owned by each Reporting Person is based on 101,811,560 outstanding Ordinary Shares of the Issuer as of May 29, 2013, as reported in the Issuer’s Rule 424(b)(4) prospectus filed with the Securities and Exchange Commission on May 23, 2013.

(b)            See the information contained on the cover pages of this Statement on Schedule 13D, which is incorporated herein by reference.

(c)            There have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons other than as described in this Schedule 13D.

(d)            Not applicable.

(e)            Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Amended and Restated Shareholders Agreement
 
Under the terms of the Shareholders Agreement, each of the Sponsoring Shareholders agreed that as long as the total number of Ordinary Shares:
 
1)            owned by Rio Tinto and its affiliates equals or exceeds 10% of the total number of outstanding Ordinary Shares (but excluding Ordinary Shares issued pursuant to a management equity plan of the Issuer), or Rio Tinto continues to hold all of the Ordinary Shares initially subscribed for by Rio Tinto or its affiliates in 2010, Rio Tinto will be entitled to designate for binding nomination one member of the board of directors of the Issuer;
 
2)            owned by FSI and its affiliates equals or exceeds 4% of the total number of outstanding Ordinary Shares (but excluding Ordinary Shares issued pursuant to a management equity plan of the Issuer), or FSI continues to hold all of the Ordinary Shares initially subscribed for by FSI or its affiliates in 2010, FSI will be entitled to designate for binding nomination one member of the board of directors of the Issuer;
 
3)            owned by Apollo Omega and AMI and their respective affiliates (i) equals or exceeds 40% of the total number of outstanding Ordinary Shares (but excluding Ordinary Shares issued pursuant to a management equity plan of the Issuer), or Apollo Omega and AMI, together with their respective affiliates, continue to hold all of the Ordinary Shares initially subscribed for by such persons in 2010, and (ii) no person that is not an affiliate of Apollo Omega or AMI holds a majority of the Ordinary Shares, Apollo Omega and AMI collectively will be entitled to designate for binding nomination a majority of the directors comprising the board of directors of the Issuer; and if Apollo Omega and AMI fail to satisfy either of the foregoing conditions, Apollo Omega and AMI will collectively be entitled to nominate two directors as long as the total number of Ordinary Shares equals or exceeds 10% of the total number of outstanding Ordinary Shares (but excluding Ordinary Shares issued pursuant to a management equity plan of the Issuer).
 
Page 6

 
Each of the Sponsoring Shareholders also agreed to vote in favor of each director nominated by the other Sponsoring Shareholders, as long as the Sponsoring Shareholder that nominated the director continues to hold the required percentage amount of the Issuer’s Ordinary Shares.
 
Share Purchase Agreement
 
Under the terms of the Purchase Agreement, FSI agreed that if it purchased Ordinary Shares in the IPO, then until May 29, 2014, neither FSI nor its affiliates would directly or indirectly acquire, offer or propose to acquire, or agree to acquire, whether by purchase, tender or exchange offer, or through the acquisition of control of another person or by joining a group, any securities of the Issuer that would result in FSI and its affiliates owning, controlling or otherwise having a beneficial or other ownership interest in the Issuer which in the aggregate is greater than the percentage ownership interest in the Issuer held by FSI and its affiliates (“FSI’s Percentage Interest”) as of the closing of the Issuer’s IPO. In addition, if FSI’s Percentage Interest is less than 12.5% following the closing of the IPO and the exercise of any over-allotment option granted to the underwriters, then commencing on November 29, 2013, FSI and its affiliates can purchase Ordinary Shares or other securities of the Issuer as long as FSI’s Percentage Interest does not exceed 12.5%.

The limitations on FSI’s acquisition of Ordinary Shares are subject to certain exceptions, including:

1)            in the event that Apollo Omega, AMI and Rio Tinto, acting jointly, waive the limitation in whole or in part; or
 
2)            in the event that FSI’s Percentage Interest is reduced as a result of a merger, consolidation, share exchange or other business combination involving the issuance of Ordinary Shares representing an amount greater than 20% of the total number of outstanding Ordinary Shares prior to such transaction, on the later of (A) November 29, 2013, and (B) the date of such reduction; or
 
3)            in the event that the sum of the percentage of the total number of outstanding Ordinary Shares owned by Apollo Omega, AMI and Rio Tinto and their affiliates is reduced to less than 40%, on the later of (A) November 29, 2013, and (B) the date on which the sum of the percentage of the total number of outstanding Ordinary Shares owned by Apollo Omega, AMI and Rio Tinto and their affiliates falls below 40%; or
 
4)            in the event that a third party who is unaffiliated with any of Apollo Omega, AMI, Rio Tinto, the Issuer or FSI acquires beneficial ownership of a number of Ordinary Shares which represents at least 15% of the total amount of then outstanding Ordinary Shares, on the later of (A) November 29, 2013, or (B) the date on which the third party crosses the 15% threshold.
 
Lock-Up Agreement
 
In connection with the Issuer’s IPO and pursuant to the Purchase Agreement, FSI entered into a lock-up agreement (the “Lock-Up Agreement”) with the representatives of the underwriters in the IPO, pursuant to which FSI agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or agree to dispose of, any of the Ordinary Shares, or any options or warrants to purchase any Ordinary Shares, or any securities convertible into, exchangeable for or that represent the right to receive any Ordinary Shares, for a 180 day period ending on the date that is 180 days after, May 22, 2013 (such period, the “Lock-Up Period”), except with the prior written consent of the representatives of the underwriters.
 
Page 7


The Lock-Up Period will be automatically extended if (i) during the last 17 days of the Lock-Up Period, the Issuer releases earnings results or announces material news or a material event, or (ii) prior to the expiration of the Lock-Up Period, the Issuer announces that it will release earnings results during the 15-day period following the last day of the Lock-Up Period, in which case the restrictions imposed by the Lock-Up Agreement will continue to apply until the expiration of the 18-day period beginning on the date of the release of the earnings results or the announcement of the material news or material event, unless Goldman, Sachs & Co., as the representative of the underwriters, agrees to waive such extension.
 
The summaries of the Purchase Agreement as described in this Item 6 and Item 3 above, the Shareholders Agreement as described in this Item 6 and in Item 5 above, and of the Lock-Up Agreement as described in this Item 6, do not purport to be complete and are qualified in their entirety by reference to such agreements, which are attached to this Statement on Schedule 13D as Exhibit 2, Exhibit 3 and Exhibit 4, respectively, and are incorporated herein by this reference.
 
Item 7.
Material to Be Filed as Exhibits
 
Joint Filing Agreement dated as of June 10, 2013, by and among the Reporting Persons.
 
Share Purchase Agreement, dated as of May 22, 2013, by and among Apollo Omega, AMI, Rio Tinto and FSI.
 
Exhibit 2:
 
Amended and Restated Shareholders’ Agreement, dated as of May 29, 2013, by and among the Issuer, Apollo Omega, AMI, Rio Tinto and FSI (incorporated herein by reference to Exhibit 10.1 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on May 13, 2013 (File No. 333-188556, as amended).
 
Exhibit 3:
 
Form of Lock-Up Agreement, by and among Goldman, Sachs & Co., Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC as representatives of the Underwriters named in Schedule I to the Underwriting Agreement referred to therein, and FSI, incorporated herein by reference to Annex III to Exhibit 1.1 to Amendment No. 3 to the Issuer’s Registration Statement on Form F-1 filed with the Securities and Exchange Commission on May 21, 2013 (File No. 333-188556).
 
Page 8

 
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such person is true, complete and correct.
Dated:  June 10, 2013
 
 
CAISSE DES DÉPÔTS ET CONSIGNATIONS
 
 
 
 
By:
/s/ Alain Minczeles
 
Name:  Alain Minczeles
 
Title:    Head of Finance Division
 
 
 
 
FONDS STRATÉGIQUE D’INVESTISSEMENT
 
 
 
 
By:
/s/ Jean-Yves Gilet
 
Name:  Jean-Yves Gilet
 
Title:    Chief Executive Officer

Page 9

 
APPENDIX A
 
Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of
 
FONDS STRATÉGIQUE D’INVESTISSEMENT
 
The name, business address and present principal occupation or employment of each of the directors and executive officers of Fonds Stratégique d’Investissement are set forth below. The business address of each director and executive officer is Fonds Stratégique d’Investissement c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each director and executive officer is a citizen of France.
 
DIRECTORS
 
Name
Present Principal Occupation or Employment
 
JEAN-PIERRE JOUYET
Chairman of the Board of Directors
 
JEAN-YVES GILET
Chief Executive Officer
 
PHILIPPE BRAIDY
Senior Vice President
 
DAVID AZEMA
Director
 
FRANCK SILVENT
Director
 
PASCAL FAURE
Director
 
DENIS KESSLER
Director
 
PATRICIA BARBIZET
Director

EXECUTIVE OFFICERS
 
Name
Present Principal Occupation or Employment
 
CATHERINE DUPONT-GATELMAND
Senior Investment Director
 
JEAN D’ARTHUYS
Senior Investment Director
 
THOMAS DEVEDJIAN
Senior Investment Director
 
BERTRAND FINET
Senior Investment Director
 
YVES JAMBU-MERLIN
Communication Director
 
PIERRE BENEDETTI
Chief Financial Officer
 
ELODIE ROUEIL
Human Resources Director
 
YVES BAROU
Employee Relations Advisor
 
MARTINE GUICHENDUC
Chief Risks & Compliance Officer
 
Page 10

 
APPENDIX B
 
Name, business address, present principal occupation or employment and place of citizenship of the members of the Management Committee of
 
CAISSE DES DÉPÔTS ET CONSIGNATIONS
 
The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts et Consignations are set forth below. The business address of each such person is Caisse des Dépôts et Consignations c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.
 
MANAGEMENT COMMITTEE
 
Name
Present Principal Occupation or Employment
 
JEAN-PIERRE JOUYET
Chairman and Chief Executive Officer
 
ANDRE LAURENT MICHELSON
Group Corporate Secretary
 
FRANCOIS BACHY
Group Corporate Communications Director
 
BENJAMIN DUBERTRET
Saving Funds Director
 
NATHALIE GILLY
Banking Services Director
 
BRIGITTE GOTTI
Group Human Resources Director
 
ANNE-SOPHIE GRAVE
Pensions and Solidarity Director
 
STEPHANE KEITA
Regional and Local Development and Network Director
 
OLIVIER MAREUSE
Group Finance Director
 
JEAN MARC MORIN
Deputy Group Corporate Secretary and Head of Legal and Tax Department
 
GILLES SEIGLE
Regional and Local Development and Network Director
 
FRANCK SILVENT
Director of the Caisse des Dépôts Group Finance, Strategy, Subsidiaries and International Department
 
LAURENT VIGIER
Director of European and International Affairs, Permanent Representative of the Caisse des Dépôts Group to the European Institutions

 
Page 11

EX-1 2 ex1.htm EXHIBIT 1

EXHIBIT 1

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this foregoing shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.  The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

Dates as of: June 10, 2013.

 
CAISSE DES DÉPÔTS ET CONSIGNATIONS
 
 
 
 
 
 
By:
/s/ Alain Minczeles
 
 
 
Name:  Alain Minczeles
 
 
 
Title:    Head of Finance Division
 
 
 
 
 
 
FONDS STRATÉGIQUE D’INVESTISSEMENT
 
 
 
 
 
 
By:
/s/ Jean-Yves Gilet
 
 
 
Name:  Jean-Yves Gilet
 
 
 
Title:    Chief Executive Officer
 
 


EX-2 3 ex2.htm EXHIBIT 2

Exhibit 2

SHARE PURCHASE AGREEMENT
 
Dated May 22, 2013
 
PARTIES:
 
(A) Apollo Omega (Lux) S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, whose registered office is at 44, Avenue J. F. Kennedy, L - 1855, Grand Duchy of Luxembourg.
 
(B) AMI (Luxembourg) S.à r.l., a private limited liability company incorporated under the laws of Luxembourg, whose registered address is at L-2540 Luxembourg, Rue Edward Steichen 15 (each of Apollo Omega (Lux) S.à r.l. and AMI (Luxembourg) S.à r.l., an “Apollo Shareholder” and together, the “Apollo Shareholders”).
 
(C) Rio Tinto International Holdings Ltd., a private limited company incorporated under the laws of England and Wales, whose registered office is at 2 Eastbourne Terrace, London, W2 6LG, United Kingdom (“Rio Tinto Shareholder” and together with the Apollo Shareholders, the “Sellers”, and the Apollo Shareholders (taken together) and the Rio Tinto Shareholder are each a “Seller”).
 
(D) Fonds Stratégique d’Investissement, a société anonyme incorporated under the laws of France, whose registered office is at 56 rue de Lille, 75007, Paris (the “Buyer”).
 
WHEREAS:
 
(A) Each of the Sellers is a holder of Class A ordinary shares of Constellium N.V., a public limited liability company incorporated under the laws of the Netherlands (the “Company”), par value €0.02 per share (“Shares”).
 
(B) The Company and the Sellers intend to conduct an initial public offering (the “IPO”), pursuant to which each would sell Shares to the public.
 
(C) The Company has filed a Registration Statement on Form F-1 with the United States Securities and Exchange Commission (the “Commission”), which Registration Statement contains a preliminary prospectus (the first such preliminary prospectus distributed to public purchasers in the IPO, the “Preliminary Prospectus”) used for the purpose of offering Shares by the Company and the Sellers.
 
(D) The Company and the Sellers intend to enter into an underwriting agreement with the underwriters named therein (the “Underwriting Agreement”) pursuant to which the underwriters will agree to sell Shares in the IPO to the public at a specified price (the “IPO Offering Price”).
 

 
IT IS AGREED:
 
SECTION 1
PURCHASE AND SALE
1.1            Purchase Price; Payment.  The Buyer hereby agrees that it shall, on the date hereof, place a binding order with the underwriters of the IPO to purchase 4,445,488 Shares (the “Purchased IPO Shares”) in the IPO at a per Share purchase price equal to the IPO Offering Price, such price not to exceed $19.  For the avoidance of doubt, the underwriters shall be entitled to receive their full gross spread with respect to the Purchased IPO Shares purchased by the Buyer.  The Sellers shall use best efforts to cause the underwriters in the IPO to allocate the Purchased IPO Shares to the Buyer.
 
1.2            Registration Statement.  The Sellers hereby undertake that the amended Registration Statement that will be filed with the Commission prior to the IPO will contain disclosure stating that Apollo and Rio Tinto shall use best efforts to cause the underwriters to allocate to FSI a number of Shares equal to the number of Purchased IPO Shares in the context of the IPO.
 
SECTION 2
STANDSTILL
2.1            Standstill.  The Buyer agrees that if the Buyer acquires Purchased IPO Shares pursuant to Section 1.1, then until the first anniversary of the Closing Date (as defined below), it shall not, and shall cause each of its affiliates not to, directly or indirectly, in any manner, alone or in concert with others, acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, whether by purchase, tender or exchange offer, through the acquisition of control of another person, by joining a partnership, limited partnership, syndicate or other group (including any group of persons that would be treated as a single “person” under Section 13(d) of the U.S. Securities Exchange Act of 1934), through swap or hedging transactions or otherwise, any securities of the Company or any rights decoupled from the underlying securities that would result in the Buyer and its affiliates owning, controlling or otherwise having any beneficial or other ownership interest in the Company which in the aggregate is greater than (i) the Buyer IPO Percentage Interest (as defined below) or (ii) if the Buyer Percentage Interest, upon completion of the IPO and any exercise of the underwriters’ over-allotment option for the IPO, was less than 12.5% of the total amount of Shares then outstanding, then commencing on the six-month anniversary of the Closing Date, 12.5% of the total amount of Shares outstanding; provided, however, that the Buyer shall not be deemed to be in breach of this Section 2.1 to the extent that the Buyer Percentage Interest exceeds the Buyer IPO Percentage Interest as the result of share repurchases or similar actions by the Company that reduce the number of outstanding Shares; and provided, further, that if the Company undertakes a pro rata distribution of Shares or a rights offering to shareholders to acquire Shares, this Section 2.1 shall not prevent the Buyer from acquiring Shares thereby.
 

 
2.2            Exceptions.  The prohibitions set forth in Section 2.1 shall cease to apply:
 
(a)            upon the waiver in writing of such prohibition granted by the Apollo Shareholders and the Rio Tinto Shareholder, acting jointly; it being understood that such prohibition may be waived in whole or in any part; or
 
(b)            in the event that the Buyer Percentage Interest is reduced as a result of a merger, consolidation, share exchange or other business combination involving the issuance by the Company of Shares representing an amount greater than 20% of the total number of outstanding Shares prior to such transaction, on the later of (A) the six month anniversary of the Closing Date and (B) the date of such reduction; or
 
(c)            in the event that the sum of the Apollo Percentage Interest (as defined below) and the Rio Tinto Percentage Interest (as defined below) is reduced to be less than 40 percent, on the later of (A) the six month anniversary of the Closing Date and (B) the date on which the sum of the Apollo Percentage Interest and the Rio Tinto Percentage Interest falls below 40 percent; or
 
(d)            in the event that a third party who is unaffiliated with any of the Apollo Shareholders, the Rio Tinto Shareholder, the Company or the Buyer acquires beneficial ownership of a number of Shares which represents at least 15% of the total amount of then outstanding Shares of the Company, on the later of (A) the six month anniversary of the Closing Date or (B) the date on which the third party crosses the 15% threshold.
 
(e)            Certain Definitions.  For purposes of this Agreement:
 
(i)            Apollo Percentage Interest” shall mean the percentage calculated by dividing (i) the total number of Shares owned by the Apollo Shareholders and their affiliates by (ii) the total number of outstanding Shares.
 
(ii)           Buyer IPO Percentage Interest” shall mean the Buyer Percentage Interest calculated as of the Closing Date.
 
(iii)         Buyer Percentage Interest” shall mean the percentage calculated by dividing (i) the total number of Shares owned by the Buyer and its affiliates by (ii) the total number of outstanding Shares.
 
(iv)         Closing Date” shall mean the date on which the Buyer acquires Purchased IPO Shares pursuant to Section 1.1.
 
(v)          Rio Tinto Percentage Interest” shall mean the percentage calculated by dividing (i) the total number of Shares owned by the Rio Tinto Shareholder and its affiliates by (ii) the total number of outstanding Shares.
 
2.3            Lock-Up Undertaking.  The Buyer agrees to enter into a customary lock-up undertaking in connection with the IPO in substantially the same form as entered into by the Sellers.
 

 
SECTION 3
REPRESENTATIONS AND WARRANTIES
 
3.1            Representations and Warranties of the Sellers. Each of the Sellers, severally and not jointly, represents and warrants to the Buyer that, as of the date hereof and as of the Closing Date:
 
(a)            such Seller is duly organized, validly existing and in good standing (as applicable) under the laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets;
 
(b)            such Seller has full power and authority to enter into this Agreement;
 
(c)            this Agreement has been duly and validly executed and delivered by such Seller and, assuming the due execution and delivery thereof by the Buyer, is a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity; and
 
(d)            the execution and delivery of this Agreement by such Seller and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the organizational or trust documents of such Seller; or (ii) require any consent, approval, order or authorization of or other action by any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign (each a “Governmental Entity”) or any registration, qualification, declaration or filing (other than any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of, or with respect to, such Seller, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby; provided, however, that no representation or warranty is made with respect to any of the foregoing which such Seller may be required to obtain, give or make as a result of the specific legal or regulatory status of the Buyer or any of its affiliates or as a result of any other facts that specifically relate to the Buyer or any of its affiliates.
 
3.2            Representations of the Buyer.  The Buyer represents and warrants to each Seller that, as of the date hereof and as of the Closing Date:
 
(a)            it is duly organized, validly existing and in good standing under the laws of the jurisdiction that governs it, and has the full power and authority to carry on its business as now conducted and to own its assets;
 
(b)            this Agreement has been duly and validly executed and delivered by it, and, assuming the due execution and delivery thereof by each Seller, is a valid and binding obligation of it enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity;
 

 
(c)            it has full power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement, including to purchase, acquire and accept from the underwriters all right, title and interest in and to the Purchased IPO Shares;
 
(d)            the execution and delivery of this Agreement by it and the performance by it of its obligations hereunder and the consummation of the transactions contemplated hereby will not: (i) conflict with or violate the organizational documents of it; or (ii) require any consent, approval, order or authorization of or other action by any Governmental Entity or any registration, qualification, declaration or filing (other than those that have been obtained or made and any filings required to be made with the Commission under Regulation 13D) with or without notice to any Governmental Entity, in each case on the part of or with respect to it, the absence or omission of which would, either individually or in the aggregate, have a material adverse effect on the transactions contemplated hereby;
 
(e)            there is no Proceeding pending or, to its knowledge, threatened, against it relating to the transactions contemplated by this Agreement;
 
(f)            the Buyer has available to it, and will have at the Closing, sufficient funds to consummate the purchase of the Purchased IPO Shares hereunder; and
 
(g)            it is relying on its own due diligence and review of the Company, its operations, financial condition and prospects, and acknowledges that none of the Sellers makes any representation or warranty of any kind, and specifically makes no representation or warranty of any kind regarding the business, operations, financial condition or prospects of the Company.
 
SECTION 4
MISCELLANEOUS
 
4.1            Notice.  Any notice, request, claim, demand or other communication under this Agreement shall be in writing, shall be either personally delivered, delivered by facsimile transmission, or sent by reputable overnight courier service (charges prepaid) to the address for such party set forth below or such other address as the recipient party has specified by prior written notice to the other parties hereto and shall be deemed to have been given hereunder when receipt is acknowledged for personal delivery or facsimile transmission or one day after deposit with a reputable overnight courier service.
If to Apollo, to:
Apollo Omega (Lux) S.à r.l.
AMI (Luxembourg) S.à r.l.
c/o Apollo Management International LLP
25 St. George Street
London W1S 1FS
United Kingdom
Facsimile:  +44 (0) 20 7016 5066
Attention:   Mr. Gareth Turner
Mr. Matthew Nord
 

 
With a copy (which shall not constitute notice) to:
 
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York  10019
United States
Facsimile:   +1 212-403-2000
Attention:    Mr. Andrew J. Nussbaum
 
If to Rio Tinto, to:
 
Rio Tinto International Holdings Ltd.
2 Eastbourne Terrace
London W2 6LG
United Kingdom
Facsimile:   +44 (0)20 7781 1812
Attention:  Group Counsel - Strategic Projects
 
With a copy (which shall not constitute notice) to:
 
Linklaters LLP
One Silk Street
London
EC2Y 8HQ
Facsimile:  +44 (0)20 7456 2222
Attention: Ian Bagshaw / Jessamy Gallagher
 
If to FSI, to:
 
Fonds Stratégique d’Investissement
56 rue de Lille
Paris 75007
France
Facsimile:   + 33 1 58 50 12 07
Attention:   Mr. Bertrand Finet
 
With a copy (which shall not constitute notice) to:
 
Weil, Gotshal & Manges LLP
2, rue de la Baume
Paris, 75008
France
Facsimile:   +33 1 4289 5790
Attention:  Arthur de Baudry d’Asson
 

 
4.2            Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to the principles of conflicts of law.  Each party irrevocably agrees and consents that any legal proceedings or actions arising hereunder shall be brought and determined exclusively in the federal courts located in State of New York.
 
4.3            Successors and Assigns.  Neither this Agreement nor any of the rights or obligations under this Agreement shall be assigned, in whole or in part, by any party without the prior written consent of the other parties hereto.  Subject to the foregoing, this Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
 
4.4            Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the parties and delivered (by telecopy, electronic delivery or otherwise) to the other parties.
 
4.5            Remedies.
 
(a)            Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.
 
(b)            All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise or beginning of the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.
 
4.6            Entire Agreement.  This Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof or thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.
 
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
 
 
APOLLO OMEGA (LUX) S.À R.L.
 
 
(société à responsabilité limitée)
 
 
Registered office: 44, Avenue J. F. Kennedy
 
 
L - 1855 Luxembourg, Grand Duchy of Luxembourg
 
 
Share capital: EUR 12,500
 
 
R.C.S. Luxembourg: B 153.031
 
 
 
 
 
 
By:
/s/ Katherine G. Newman
 
 
 
Name: Katherine G. Newman
 
 
 
Title: Class A Manager, Authorized Person
 
 
 
AMI (LUXEMBOURG) S.À R.L.
 
 
(société à responsabilité limitée)
 
 
Registered office: 44, Avenue J. F. Kennedy
 
 
L - 1855 Luxembourg, Grand Duchy of Luxembourg
 
 
Share capital: EUR 12,500
 
 
R.C.S. Luxembourg: B 141.573
 
 
 
By:
/s/ Katherine G. Newman
 
 
 
Name: Katherine G. Newman
 
 
 
Title: Class A Manager, Authorized Person
 
 
RIO TINTO INTERNATIONAL HOLDINGS LTD.
 
 
 
By:
/s/ Abel Martins Alexandre
 
 
 
Name: Abel Martins Alexandre
 
 
 
Title: Vice President, Strategy
 
 
 
FONDS STRATÉGIQUE D’INVESTISSEMENT
 
 
 
By:
/s/ Bertrand Finet
 
 
 
Name: Bertrand Finet
 
 
 
Title: Director
 

[Signature Page to Share Sale Agreement]