AI Zenith (Netherlands) BV signed a definitive agreement to acquire 51% stake in Prisma Medios de Pago S.A., from a group of shareholders for approximately $720 million on January 22, 2019. The shareholders selling the stakes include 14 banks, comprised of Banco Macro, Banco Patagonia, BBVA Banco Francés S.A., and others along with Visa International Service Association. Pursuant to the terms of the acquisition, Banco Macro S.A., would sell 1.93 million shares equating to about 4.68% of share capital of Prisma Medios for a total of $66.4 million, out of which 60% i.e., $39.9 million would be paid at the date of the transfer, whereas the remaining 40% i.e., $26.6 million would be paid within the term of five years from the transfer. Banco Patagonia S.A., would sell 1.15 million shares of Prisma Medios i.e., 2.8% of share capital for $39.6 million, out of which 60% of the amount i.e., $23.79 million would be paid in US dollars at the time of transfer, whereas the remaining 40% amount i.e., $15.86 million would be paid within 5 years from the transfer, 30% in Argentine pesos and 70% in US dollars. The price is subject to subsequent adjustments according to the usual variables in this type of operations. BBVA Banco Francés S.A., would sell 2.34 million shares of Prisma Medios equal to about 5.7% share capital for $80.5 million, out of which 60% i.e., $48.3 million would be paid at the time of the transfer, whereas the remaining 40% i.e., $32.2 million would be paid within the term of 5 years of the transfer. After completion of the transfer, Banco Macro shall retain, for the time being, title to 1.9 million shares of Prisma Medios, representing 4.5% of its share capital, whereas Banco Patagonia would retain 1.1 million Prisma Medios shares equal to around 2.68% share capital of Prisma Medios. BBVA Banco Francés S.A., would retain 2.3 million shares of Prisma Medios equating to around 5.5% share capital. Banco de Galicia y Buenos Aires accepted the offer to sell 7.7% stake in Prisma Medios for $109.4 million, 60% of price will be paid in cash upon the transfer and remaining 40% within a 5-year period from the date of such initial transference of shares. In total the existing shareholders would retain 49% stake in Prisma Medios. The transaction is subject to customary closing conditions. The transaction has been approved by the shareholders of Prisma Medios de Pago S.A.

J.P. Morgan acted as financial advisor to Advent International. Vanina Caniza, Gabriel Gómez-Giglio, Gustavo Boruchowicz, Francisco Fernández-Rostello, Mercedes Masjuan, Esteban Rópolo, Geraldine Mirelman, Martín Roth, Felipe Graham, Cecilia Máspero, Guido Demarco, Candelaria Munilla, Marcos Sassot, Ayelén León, Ana Paula Gallardo, Alan Zoccolillo, Steven Canner, Garry Jaunal, Emeka Charles Chinwuba, Jae Cho and Jason Kramer of Baker & Mckenzie International B.V. acted as legal advisors for Advent, an investor Company in AI Zenith (Netherlands) BV. Roberto H. Crouzel, María Shakespear, María Benson, María de los Ángeles Olano, Belén Astelarra, Agustín Waisman, Pablo J. Torretta, José M. Puccinelli, Santiago L. Montezanti, Carolina Serra, Valeria Kemerer, Gustavo Papeschi, Ivana Grossi, Luciana Liefeldt, Tomás Peña and Juliana Sheridan of Estudio Beccar Varela acted as legal advisors for Prisma Medios and sellers. Sergio Urias, Laura Torre, Laura Bleier, Andrew Heather, Ansgar Simon, Brian Rosenzweig, Sharon Freiman, Peter Schwartz, Brent Little, Christopher Yen, Jennifer Saperstein, Ashley Sprague, Santiago Zalazar, Nicole Duclos, Paris Aboro, Michael Nonaka, Kimberly Strosnider and Jenny Konko of Covington & Burling LLP acted as legal advisors for Prisma Medios and sellers. Paola Lozano, Nicolas Dulce, Nathan Giesselman, Ken Kumayama, Hilel Pohulanik and Jose Vivanco of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Visa International Service Association. Christian Fabian and Christopher Pochon of Mayer Brown acted as financial advisor to HSBC Bank Argentina S.A. María Fraguas and Macerlo Villegas of Nicholson & Cano acted as legal advisors for HSBC bank Argentina. Rafael José Algorta, Bernardo Cassagne, Santiago Monti and Leopoldo García Mansilla of Tanoira Cassagne acted as legal advisors for Banco de la Nación Argentina. Alexis Kook Weskott of Bourel & Paris-Laplace acted as legal advisor to Advent.

AI Zenith (Netherlands) BV completed the acquisition of 51% stake in Prisma Medios de Pago S.A., from a group of shareholders on January 22, 2019.