Terms in line with institutional standards. Only better.
Fees, carried interest and hurdle follow market standards. The difference: Breakwater is one of the very few funds to pay a dividend every year.
One vehicle, reserved for qualified investors.
Breakwater Capital is a French simplified joint-stock company (SAS) with variable capital. The fund is open exclusively to qualified or professional investors as defined by the French financial markets authority (AMF).
The minimum ticket is €100k for an individual investing directly, and €250k through an SPV; the fund's term is 10 years. Its capacity can reach €100M: this figure is an AMF reference ceiling, not a committed amount.
You can invest directly as an individual, through a holding company, or under article 150-0 B ter of the French tax code (contribution and sale of shares). Liquidity is organised: up to 15% buyback, internal as well as external. Half-yearly reporting covers the life of the portfolio.
Shareholders' rights and duties, distribution terms, governance and exit conditions are set out in the articles of association and the shareholders' agreement, available in the data room.
The fees, in plain terms.
From investors to the stores.
A clear chain, where every level pulls in the same direction as the investor.
They subscribe to the fund from €100k direct or €250k through an SPV. The manager receives 3% management fees per year, 8% structuring fees at entry, and 20% carried interest above the hurdle.
The fund allocates capital according to the ⅔ established, ⅓ creation rule, over a 10-year term, under the oversight of an investment committee and an audit committee.
The fund acquires the assets themselves, not company shares. It holds full ownership.
They run the stores under a management mandate, paid at 15% of revenue.
The stores' profits flow back to the fund, then are paid out to investors every year.
Every term, and what it means.
| Term | Value | What it means |
|---|---|---|
| Management fees | 3% per year | Pay for managing the fund, calculated each year on assets under management. |
| Structuring fees | 8% at entry | Cover the structuring of the vehicle and the building of the portfolio. They come in addition to the annual management fees. |
| Carried interest | 20% | Share of performance going to the manager, only above the hurdle. |
| Hurdle rate | 8% | Minimum return owed to investors before any carried interest. |
| Operator fee | 15% of revenue | Paid to TakeMyShop and Lucrazia under the stores' management mandate. |
| Minimum ticket | €100k · €250k | €100k for an individual investing directly, €250k through an SPV. Reserved for qualified or professional investors. |
| Ways to invest | Direct · holding · 150-0 B ter | As an individual, through a holding company, or as part of a contribution-and-sale transaction. |
| Liquidity | Up to 15% | Buyback possible internally (by the fund) as well as externally (sale to a third party). |
| Reporting | Half-yearly | A full review of the portfolio and its valuation, twice a year. |
| Term | 10 years | The fund's horizon: deployment, run-rate, then orderly exit. |
Detailed calculation and distribution terms are set out in the articles of association and the shareholders' agreement, available in the data room.
Three ways to become a shareholder.
The right way to invest depends on your wealth and tax situation. The points below are for information only: they should be confirmed with your own tax and legal advisers.
The individual subscribes to the fund's capital in their own name, from €100k. Dividends and capital gains fall under their personal tax regime.
The subscription is made by a company owned by the investor, or by an SPV pooling several investors from €250k. Dividends are received by the company and taxed under its own regime.
After shares have been contributed to a holding company and then sold, the proceeds may be reinvested in the fund to meet the reinvestment requirement of article 150-0 B ter of the French tax code, provided the conditions set by the law are met.
A long-term investment, an organised exit.
The investment is designed for the life of the fund, i.e. 10 years. Liquidity is nonetheless organised: up to 15% buyback, through two complementary routes.
Internally, the fund can buy back shares from a shareholder who wishes to exit, thanks to its variable-capital form. Externally, the shareholder can sell their shares to a third party who is a qualified investor, subject to the approval and pre-emption clauses of the shareholders' agreement.
Liquidity operations are based on the latest portfolio valuation. Their timing, limits and conditions are set by the articles of association and the shareholders' agreement.
- —Up to 15% buyback
- —Internal buyback by the fund (variable capital)
- —External sale to a third party, after approval
- —Basis: latest portfolio valuation
The manager earns when the investor earns.
The 20% carried interest only applies to performance above an 8% return. Until that threshold is reached, the manager receives no share of the performance.
The operator is paid 15% of the stores' revenue. Its compensation grows with the performance of the assets: it has no interest in letting a store decline.
The fund's origins reinforce this alignment: Breakwater was born from investors who wanted to own profitable stores without having to run them.
Rules that are written down and verifiable.
It approves every acquisition and disposal, based on the audit file, the price and compliance with per-asset and per-sector concentration limits.
It oversees the fund's accounts, the valuation method and how it is applied, and reviews every half-yearly report before it is released.
The fund acquires the stores themselves and holds full ownership. It depends on no minority partner to take decisions.
No leverage. The fund does not expose its assets to bank debt.
Every opportunity goes through a TakeMyShop pre-audit, then a business audit led by executives and e-commerce experts.
Articles of association, shareholders' agreement and subscription documents in the data room; half-yearly reporting on the portfolio and its valuation for shareholders.
A regulatory framework, respected.
The fund is reserved for qualified or professional investors as defined by AMF regulations. Each subscriber's status is checked before data room access, then confirmed at subscription.
Every subscription is subject to a know-your-customer (KYC) procedure: identity, capacity to invest, source of funds. Anti-money laundering and counter-terrorist financing (AML-CFT) checks apply at entry and to every liquidity operation.
The same standards apply to acquisitions: sellers and assets are checked before anything is signed.
- —Qualified or professional investors (AMF)
- —Know-your-customer (KYC) at subscription
- —AML-CFT checks at entry and exit
- —Seller checks before acquisition
Who can invest?
Qualified or professional investors as defined by AMF regulations, from a €100k ticket for an individual investing directly, or €250k through an SPV.
What are the fees?
Management fees of 3% per year on assets under management, structuring fees of 8% at entry, and 20% carried interest above an 8% hurdle. The operator is paid 15% of the stores' revenue.
Can I exit before the end of the term?
The investment is illiquid, but liquidity is organised: up to 15% buyback, internal (by the fund) as well as external (sale to a third party). The terms are set by the articles of association and the shareholders' agreement, available in the data room.
When does carried interest apply?
Only on performance above the 8% hurdle. Below that threshold, all of the performance goes to investors, after fees.
Who oversees management?
An investment committee approves every acquisition and disposal; an audit committee oversees the accounts, the valuation and the half-yearly reporting.
What checks apply at subscription?
Verification of qualified investor status, a know-your-customer (KYC) procedure and anti-money laundering and counter-terrorist financing (AML-CFT) checks.
What about tax?
It depends on your situation — individual, holding company or non-resident — and on whether article 150-0 B ter of the French tax code applies. Details are in the data room; we recommend consulting your tax advisers.
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For qualified or professional investors only (AMF definition). The investment carries a risk of total or partial loss of capital and limited liquidity. Returns mentioned are targets, neither guaranteed nor binding. Tax information is general and does not constitute advice. Any investment decision should be made after reading the official legal documents available in the data room and, where appropriate, after consulting your advisers.