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C O N F I D E N T I A L | www.375parkllc.com
YOUR GROWTH PARTNER©
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Agenda Who We Are International Connections What We Do Value3 ©
Growth Opportunity Index ™ by Sector Selected Mandates Considerations & Deal Busters Selected Success Stories APAC Market Overview Transaction Overview
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Who We AreYOUR GROWTH PARTNER©
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Who We Are375 Park Associates specializes in providing growthand financial advisory solutions to small- to mid-sizedmiddle market companies. Our partners and associateshave closed transactions in the U.S. and abroad rangingfrom USD 10 million to USD 150 million in value.
We are united by a strong set of ethical values, which weuse to deliver results for our stakeholders. Our teamincludes former associates, vice-presidents, andmanaging directors from top-tier investment banks andGlobal 100 companies.
375 Park Associates is headquartered in New York andhas offices in Hong Kong as well as affiliates in Asia,Canada, Europe, and the U.S.
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This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
What We BelieveWe are united by a strong set of ethical values, whichguide our unwavering moral responsibility to ALWAYSDO RIGHT BY OUR CLIENTS, OUR TEAM, and OURCOMMUNITIES.
This commitment defines who we are:
PASSIONATE
CANDID
INTERNATIONAL
RESONSIBLE
STRONG MORAL COMPASS
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This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Our Senior TeamAlberto PagliariniAdvisor
MD Gemini Capital ex-Daiwa Capital Markets, Hong
Kong; Barclays, London; MorganStanley, New York & Hong Kong;Bain; McKinsey & Co
MsC Mechanical Engineering -Politecnico di Milano
MBA Finance & Accounting – NYUStern
Roberto SalisRegional Director
ex-Buderus (Robert BoschTermotechnik Division), SpA,Bticino, Italy, SchlumbergerIndustries SpA, Italy and UK
MsC Mechanical Engineering –Politecnico di Milano
BsC Agriculture, Viticulture, andEnology - Università degli Studi diMilano
Eric A.M. DennisManaging Director
Managing Director – AB Phoenix LLC ex-Jefferson Funding, State Street
Bank N.A., ManufacturersHannover, New York; Bank of NewEngland, Boston
School of Engineering – BostonUniversity
Aeronautical Engineering– EmbryRiddle University
Gregory M. ThomasDirector of Operations
Council Member – Gerson LehrmanGroup
ex-IMC, Hong Kong; FoundationConsulting, Hong Kong; Nextel,White Plains; McDonald’s, Boston;IKON
MBA - Edinburgh Business School atHeriot Watt University
BsC Communications – AlmedaUniversity
Reuben L. SushmanManaging Director
President – Macduff Advisors LLC ex-Empire Futures, Citigroup,
Morgan Stanley, Pinnacle AssetManagement, New York; Adjunctprofessor of finance - Frank G. ZarbSchool of Business, Hofstra University
MBA Finance – NYU Stern BA Business Administration - Rutgers
University
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International ConnectionsYOUR GROWTH PARTNER©
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
International ConnectionsOur international connections can help youreach new customers or access lower cost ofcapital. Connections include:
Private Banks
Advisors & Family Offices
Regional Investment Banks
Commercial Banks
Private Equity & Hedge Funds
Industry Players
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Selected International Connectionsfor indicative purposes only
Private Banks Advisors & Family Offices Regional Investment Banks
Commercial Banks Private Equity & Hedge Funds Industry Players
DNY TRUST
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What We DoYOUR GROWTH PARTNER©
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
What We Do
Energy Healthcare Luxury & Lifestyle Water & Waste
Due Diligence International Expansion Joint Ventures Leveraged Buyouts Licensing M&A & Liquidity Events Strategy &
Implementation
Services for securities transactions are provided independently through FINRA/SIPC registered broker dealers.
Asset & Liability Solutions Direct Investments Distressed & Illiquid
Credit Financial Engineering PIPE Financing Receivables Finance Securitization Structured Finance
Advisory
Operating Business REV US $ 20 M ~ $ 200 M EBITDA ~ 5% Potential for
EXPONENTIAL Growth Mandate US $ 10 M ~
$ 150 M
We assist growth companies to
transform large, old-school industries by
improving their access to customers
and capital.
Access to CUSTOMERS in Asia-
Pacific
Access to CAPITAL from Asia-Pacific
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Competitive AdvantageQuality•Endeavor to provide WORLD CLASS advice & support.•unwavering moral responsibility to ALWAYS DO RIGHT BY OUR CLIENTS, OUR TEAM, and OUR COMMUNITIES.
Innovation•Offer our clients the insights they need to realize EXPONENTIAL growth.•Develop & implement NEW PRODUCTS & PROCESSES.
Efficiency•Focus on AGILITY and SOLUTIONS.•Deliver VALUE at every step.
Responsiveness•Small number of clientele allows for MORE FOCUSES CUSTOMER SERVICE.•Every engagement is led by an EXPERIENCED PARTNER.
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This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Value3 ©
YOUR GROWTH PARTNER©
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
VALUE3 ©
Preliminary Due Diligence1
Market Survey 2
Expression of Interest3
WE KNOW THE MARKETS WE SERVE –specifically cross-border M&A in APAC;
WE KNOW WHAT BUYERS ARE LOOKINGFOR;
We believe creating a market for yourcompany is the BEST WAY TO INCREASEITS VALUE;
Every engagement is LED BY ANEXPERIENCED PARTNER.
Give us 3 MONTHS and we will introduce you to INTERESTED PARTY(S).
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Growth Opportunity Index™YOUR GROWTH PARTNER©
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Energy
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
4.03.3
3.5
4.0
3.2
3.8
3.23.2
3.8
3.6
4.0
4.3
4.1
3.8
Batteries
Analytics
IT Security
SAPS
Transmission/Transportation
Efficiency/IoT
Location Aware Technology
Sensor Technology
In Memory Computing
Advanced Metering
Water Evaportation & HumidityPower
Energy Recycling
Photovoltaic-Piezoelectric Fibers
Asset Performance Management
$14.57
$1.26
$13.30
$8.60
$0
$40
$80
$120
$160
2011 2012 2013 2014
Bill
ions Total
Mid Market
Growth Opportunity Index ™ 1 : APAC Market
M&A Activity 2011 ~ 2014 3
Energy
1: Growth Opportunity Index : Proprietary measurement of mid-market growth potential based on market, technology, and other factors.
2: Sources: Accenture and IEA
3: Sources: Dealogic and William Blair
Common Cross Border Motivations
Volume Extension
Regional Extension
Product Extension
Capability Extension
Forward Extension
Backward Extension
Business Extension
Deal Activity Deal Value
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Healthcare
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
3.53.7
3.9
4.3
3.9
4.1
3.8
3.63.7
4.0
3.6
3.8
3.5
3.8
3.7
Personalized Healthcare
Analytics
Connected Health
Diagnostics
Specialized Devices
Specialized Pharma
Generics
BiosimilarsMedical Records Management
Manufacturing Equipment
Inventory Management
Robotics
DNA Storage
Nutrition
Traceability & Safety
$38.09
$3.36$30.71
$28.41
$0
$50
$100
$150
$200
$250
2011 2012 2013 2014
Bill
ion
s Total
Mid Market
Growth Opportunity Index ™ 1 : APAC Market
M&A Activity 2011 ~ 2014 3
Healthcare
1: Growth Opportunity Index : Proprietary measurement of mid-market growth potential based on market, technology, and other factors.
2: Sources: AT Kearny, Deloitte, McKinsey, National University of Singapore, and World Health Organization
3: Sources: Dealogic and William Blair
Common Cross Border Motivations
Volume Extension
Regional Extension
Product Extension
Capability Extension
Forward Extension
Backward Extension
Business Extension
Deal Activity Deal Value
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Luxury & Lifestyle
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
4.24.3
3.7
2.9
3.9
4.0
4.53.53.34.1
3.2
4.0
4.3
3.0
3.6
Food & Beverage
Yachting
Cycling
Aviation
Beauty & Fragrance
Travel
Footwear
FashionToys & Electronics
Leather Goods & Accessories
Home & Furniture
Baby
Watches & Jewelry
Superbikes
Sports & Leisure
Growth Opportunity Index ™ 1 : APAC Market
M&A Activity 2011 ~ 2014 3
Luxury & Lifestyle
1: Growth Opportunity Index : Proprietary measurement of mid-market growth potential based on market, technology, and other factors.
2: Sources: Accenture, Boston Consulting Group, ECR, Gereje, and Horwath HTL
3: Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis
Common Cross Border Motivations
Volume Extension
Regional Extension
Product Extension
Capability Extension
Forward Extension
Backward Extension
Business Extension
Deal Activity Deal Value
$16
$2 $21
$15
$0
$40
$80
$120
2011 2012 2013 2014
Bill
ion
s
Total
Mid Market
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Waste & Water
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
4.1
3.2
4.3
3.9
4.4
4.5
3.64.4
4.2
3.6
4.2
4.0
4.3
4.3
4.0
Reuse Technologies
Brine Treatment Technologies
Storm Water Management
Nutrient Recovery & Removal
Analytics
Energy Recovery
Sensors & Containment
Physical Treatment TechnologiesBiotics
Location Specific Filtration
Bio Waste Conversion
Asset Management
Sludge Treatment
E-Seperation
High Recovery Processing
Growth Opportunity Index ™ 1 : APAC Market
M&A Activity 2011 ~ 2014 3
Water & Waste
1: Growth Opportunity Index : Proprietary measurement of mid-market growth potential based on market, technology, and other factors.
2: Sources: Asian Development Bank, BlueTech Research, WEPA
3: Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis
Common Cross Border Motivations
Volume Extension
Regional Extension
Product Extension
Capability Extension
Forward Extension
Backward Extension
Business Extension
Deal Activity Deal Value
$16
$2 $21
$15
$0
$40
$80
$120
2011 2012 2013 2014
Bill
ion
s
Total
Mid Market
© 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be relied on by any 3rd party without the prior consent of 375 Park Associates.
Selected MandatesYOUR GROWTH PARTNER©
© 375 Park Associates | www.375parkllc.com
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162-Slate (Sell Side Opportunity)
Summary Financial InformationFor Fiscal Year Ending 30 September (in USD Million)
Historical Estimated Projected
2011 2012 2013 2014 2015 2016 2017 2018 2019Net Operating Revenues 80.1 91.7 92.8 92.5 96.1 105.5 119.4 126.1 131.3
Total Operating Expense 83.3 88.9 87.5 87.3 87.0 92.2 99.9 103.9 107.0
Expense Cuts - Feb 2015 0.0 0.0 0.0 0.0 4.4 4.4 4.4 4.4 4.4
(3.2) 2.8 5.3 5.2 13.5 17.7 23.9 26.6 28.7
Total Operating Revenue Growth 14.5% 1.2% -0.3% 3.9% 9.8% 13.2% 5.6% 4.1%
Adjusted EBITDA Margin -4.0% 3.1% 5.7% 5.6% 14.0% 16.8% 20.0% 21.1% 21.9%
Adjusted EBITDA
OPPORTUNITY
Privately held, U.S.-based group, headquartered in Kansas City, Mo., available for BUYOUT.
Operating 11 CAHs in 5 states (Kansas, Missouri, North Carolina, Oklahoma, and Tennessee)
Certified to receive cost-based reimbursements from U.S Government through MEDICAREand other programs - ROUGHLY 78% OF ALL PATIENTS.
Operations Management Team has > 140 YEARS EXPERIENCE in the healthcare industry,including OPERATING CAHs & HOSPITAL EXPANSION.
OPERATIONS MANAGEMENT
Specializes in the operation and new service development for inpatient and outpatient CAHand small rural PPS hospitals. The team has provided consulting, development, andmanagement services to more than 800 hospitals throughout the United States including 150CAHs.
Chairman
Attorney and CPA with over 35 years in the health care industry; he also has an MBAdegree from the University of Michigan.
President
Over 40 years of health care experience in a wide range of capacities and has a Master’sDegree in Hospital and Health Care Administration from Virginia CommonwealthUniversity/Medical College of Virginia and a Bachelor's Degree from the University ofMaryland.
• Chief Executive Officer
Over 30-years of hospital experience and specializes in starting new services to offsetfalling revenues experienced from declines in utilization. During his career, Mr. Arthur hashelped to raise nearly $1 billion in rural, non-profit hospital financings.
FOOTPRINT CAHs EXPLAINED
Eligible for COST-BASED REIMBURSEMENT from theU.S. Government through Medicare. This is calculated ascosts plus 1%.
Importantly CAPITAL IMPROVEMENT EXPENSES areincluded in allowable expenses for determining Medicarereimbursement.
CAHs also have access to additional FEDERAL ANDSTATE GRANT MONEY.
TO QUALIFY AS A CAH, the hospital must:
Be currently participating in Medicare as a ruralpublic hospital (non-profit or for-profit)
Be licensed by the state as a CAH
Maintain no more than 25 inpatient beds
Provide 24-hour emergency care services sevendays a week.
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174-Blackbird (JV Opportunity)BUSINESS OPPORTUNITY
More than 15 MILLION Laparoscopic Surgeries performedGlobally
Over 9 MILLION of these use VERESS NEEDLES
10% year-on-year growth
Distributor friendly single use device.
PARTNER CRITERIA ESTABLISHED surgical device distributor or manufacturer
with distribution capabilities
Recognized LEADER in the segments/geographies
EXISTING Laparoscopic surgical device division
AGGRESSIVE Go-to-Market Plan
3
8
13
18
23
2014 2015 2016 2017 2018 2019 2020
Millions
Procedures using Veress Needles will Grow to > 15 Million by 2020
Open Technique
Closed Technique
CLINICAL PROBLEM
Initial Access using a Veress needle has not changed in 30 years
Complications rates are frequent and very expensive
Time to insufflation!
SOLUTION New & significant competitive advantage.
Designed to address shortcomings in Laparoscopic surgery access.
Single Surgical Operator use
Improved insufflation rates
Minimizes need for trocar incisions
Reduces risk of injury to vital organs
SHORTER RECOVERY TIME. LOWER COMPLICATION RATES. IMPROVED PATIENT SAFETY.
REDUCED operating theater budgets
INITIAL DEVICE CLIENT BACKGROUND
Develop, patent, and manufacture PROPRIETARY medicaldevices.
Patents approved or pending in Australia, Europe, Japan,South Korea, United Kingdom, and United States.
3 INITIAL PLATFORMS, each leveraging the coretechnology.
Class 1 - LARGET MARKET segment – HIGH VOLUMEprocedures.
Leadership includes ex-Medtronic GLOBAL SENIORMANAGER, seasoned international team, and topclinicians and researchers.
Advisors include Grant Thornton and KPMG among others.
PLATFORMS
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Considerations & Deal BustersYOUR GROWTH PARTNER©
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Key ConsiderationsBusiness Rationale•Compelling Strategic Rationale•Create or Consolidate Market Leadership Positions•Essential New Technologies, Markets, or Products
Financial Considerations•Transaction Multiples Compared to Listed Companies and Precedent Transactions•Effect on Margins•Revenue and Cost Synergies•EPS Creation/Dilution
Market Reaction•Market Perception of Target Company, JV Partner, or Transaction in General•Consistent, Simple to Understand Story•Financial Parameter Clarity•Price Paid / Consideration Mix
Execution Risk•Time to Close•Anti-Trust / Regulatory Issues•Tight Contract Terms•Integration Strategy
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Failure to identify and perform due diligence early in the process, especially to ensure compliance togovernmental and quasi-governmental bodies, anti-trust authorities, and sector specific regulations. Properdue diligence should also identify potential regulatory changes that could effect the post-transactionenvironment.
BEWARE: Deal Busters
Due Diligence
Stakeholder Engagement
Deal Structure
Contractual Provisions
Failure to engage stakeholders at all levels including key government agencies, anti-trust and regulatoryauthorities, value chain counterparties, media, and employee groups. A plan for engagement should beimplemented early to ensure a broad base of support.
Any final deal should factor in the costs associated to addressing risks or underperformance. Commonapproaches are ‘fix it first’, ‘take or pay’, and ‘reverse auctions’ to ensure buyer and seller agree on the post-transaction landscape. Depending on the specifics, alternative structure be employed to allow a route tomarket.
Ensure buyers and sellers are fully incentivized to complete the transaction while allowing for unintendedoutcomes such as anti-trust or regulatory risk. Material break fees should be within relevant legal restrictions.
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Success StoriesYOUR GROWTH PARTNER©
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US $78 Mn Structured Finance Solution for Importer/Distributor
Challenge
BevCo is a federally licensed and bonded importer and distributor of spiritsin the United States. The company was running short of cash due toworking capital pressures including the high cost of licensing and inventory.
We were asked to assist BevCo in restructuring their finances, whichincluded securing access to short-term financing, a line of credit andpurchase order financing.
Approach
Following exhaustive due diligence and restructuring, we brokered financingbased on BevCo’s short-term receivables at a competitive cost.
Deal Sourcing Closing
Deal Packaging Credit Enhancement
Financial Controls
Deal Strategy
Internal Audit
.
Due Diligence
Results
We closed US $78Mn in short-term, purchase order finance. Thefinancing not only improved the BevCo’s cash position but allowed themto grow in a ultra-competitive market.
Following the initial financing, Mr. Sushman stayed on in a contract CFOposition, closing an additional capital raise through private investors.
US $78 Mn
Additional Capital Raise Through Private Investors
Reuben L. SushmanManaging Director
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Restructuring for Hyper-Growth
Challenge
A leader in the design and manufacture of the highest-quality ‘TechnicalJewelry’; SilverCo was going through a period of rapid growth in whichrevenues had increased by more than 1,300% in just over three years.
Despite the company’s success, a convoluted shareholding structure wassyphoning profits and the management team was struggling to lead the fast-growing organization. As such, ownership engaged us to transformshareholding structure whilst providing management the tools needed tolead the company forward.
Approach
The change program included a new shareholding structure as well as a newmanagement system.
Results
Operational efficiency improved allowing the client to implement severalnew initiatives in quick succession. All of which allowed output to soaralmost fourteen-fold while maintaining the same headcount.
Furthermore, rebalancing the shareholding structure allowed the client toincrease EBITDA by almost 50% in the first year alone.
Gregory M. ThomasOperations Director
1
3
9
13
Pre-Project Project Period Year 1 Year 2
Output per Month (Indexed)
Headcount
Output permonth
1
1.491.54
1.69
Year 1 Year 2 Year 3 Year 4
Revenue and EBITDA (Indexed)
EBITDA
Sales
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Accelerated Acquisition Achieves $ 10 Million in Synergies
Challenge
Headquartered in the United States, ChemicalCo is a privately-helddistribution and manufacturing company.
We were brought on to lead the Southeast-Asian integration of ChemicalCo’sfirst major global acquisition which would include re-engineering sales,marketing, purchasing, supply chain, R&D, finance, and HR to achievepromised synergies on time and under budget.
This would include preparing the management of ChemcialCo for the mergerand overseeing pre- and post-integration processes.
Approach
With the support ChemicalCo’s regional and global management, weimplemented solutions to ensure SUCCESS.
Results
ChemicalCo achieved multiple benefits from the acquisition includingimproved EBITDA from synergies realized through the merger, improvedEBITDA independent of the merger, and a one-time improvement inWORKING CAPITAL requirements.
Gregory M. ThomasOperations Director
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Covering all Major Economies in a Dynamic Region
Challenge
SafeCo is a global engineering-design and manufacturing company thatmarkets material handling equipment for industrial applications through itssales offices and distributors in Asia-Pacific, Europe, and the US. However,after 4 years of operation in the Asia-Pacific region, sales performancetrailed other regions.
We were asked to help define the sales process (both direct sales andthrough agents), identify and perform due diligence on prospective agents,develop the resources required to support the process, and assist in buildingthe sales network.
Approach
After analyzing the SafeCo’s product, VALUE PROPOSITION, and market
opportunity, a GO-to-MARKET strategy was designed and implemented
across Asia-Pacific.
Results
After six months, SafeCo’s sales network includes all major economies inthe Asia-Pacific Region and is poised for broader growth as agents buildawareness. During the project period monthly sales records were brokentwice in six months.
Gregory M. ThomasOperations Director
M1 M2 M3 M4 M5 M6
APAC Sales vs. Previous Average (indexed)
Sales
Previous Average
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APAC Market OverviewYOUR GROWTH PARTNER©
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3 Billion Middle Class Consumers by 2030
North America, 7%
Europe, 14%
Central and South America, 6%
Asia Pacific, 66%
Sub-Saharan Africa, 2%
Middle East and North Africa, 5%
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Your Customers
Ab
ility
to
Bu
y Aff
orda
bilit
y &
Ava
ilabi
lity
Source: McKinsey Insight Expressed Needs
Home Remedies
Ethnic Snacks
Baby Care Products
Low Cost Autos
Appliances
Beer
Motorcycles
Personal Banking
Mobile Internet
High-end ConsumerElectronics
Premium Autos
Premium Cosmetics
Local Global
Low
Hig
h
DesignerFashion
Luxury Autos
Housing
Higher Education
Fast Fashion
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Real GDP Growth GDP Growth Forecast
Engine for Growth
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North Asia
Inbound: Chinese investors lead the charge into Europe with investors from Australia,Japan, Hong Kong, India, Singapore, and Malaysia showing interested as well
Outbound: European companies continue to escape low growth in their homemarkets, with Asia-Pacific & North American being the most popular destinations.
Global Cross Border Activity
Europe
Inbound +69%Outbound +190%
Inbound: U.S. remains extremely popular with international investors. Private equityMBOs in 2014 reached its highest level since 2007.
Outbound: Inversion transactions were particularly popular in 2014, especially inHEALTHCARE.North America
Inbound +192%Outbound +55%
Inbound: Asia-Pacific continues to be in focus as currency devaluation, lowercommodity prices, and ASEAN integration rationalize valuations.
Outbound: Outbound activity continues to rise with North America and Europe withmore Chinese firms seeking to establish joint ventures with established players.Asia-Pacific
Inbound +18%Outbound +14%
Source: Clifford Chance
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Strong Demand for N.A. in APAC
North Asia
2014 - $ 24.3 B
2014 - $ 79.1 B
Source: Dealogic & William Blair – 2014 Cross Border M&A Flows
799
1,0231,049
853
656 646
2009 2010 2011 2012 2013 2014
Outbound Deals
527
599
631
553
444 446
2009 2010 2011 2012 2013 2014
Inbound Deals
Top APAC Targets
2013 2014Australia 8.8% 9.3%India 7.5% 6.7%China 5.8% 3.3%
Top APAC Acquirers
2013 2014China 7.7% 12.1%Japan 12.6% 11.7%Australia 9.7% 9.2%South Korea 5.0% 4.7%Hong Kong 4.3% 3.6%
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Strong Demand for Europe in APAC
North Asia
2014 - $ 39.8B
2014 - $ 43.3
Source: Dealogic & William Blair – 2014 Cross Border M&A Flows
613
689
725
607
494 501
2009 2010 2011 2012 2013 2014
Outbound Deals
512
610
636
591
542
520
2009 2010 2011 2012 2013 2014
Inbound Deals
Top APAC Acquirers
2013 2014China 8.5% 8.7%Australia 5.4% 6.3%Japan 8.9% 6.0%Hong Kong 3.5% 3.3%India 2.0% 2.5%Singapore 4.1% 2.5%Malaysia 1.1% 2.3%
Top APAC Targets
2013 2014Australia 8.5% 7.2%India 8.9% 7.0%South Korea 1.4% 3.0%Singapore 2.4% 3.0%
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WATER & WASTE technologies will continue to be in high demand.
Private equity will remain key partner. Dip in commodity export volumes could push the economy
into recession. Mid-market firms will increase efforts to expand into Asia. Australia & New Zealand could seek to mediate maritime
issues.
AustralasiaAustralia, New Zealand, and Pacific Islands
Source: MergermarketSource: Mergermarket
Outlook
Sound fiscal environment continues to support M&A activity.
Solid demand in WATER & WASTE.
Private equity continues to an active player.
HighlightsWater & Waste
Healthcare
Energy
Luxury & Lifestyle
Australasia Heat Map by Sector
5 4 4 6 7 6 4 3
31
55 3
98
3
47
79
8
1013
10
107
1312
9
149
6
Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14
Mid-Market Deal Volumes by SectorEnergy Healthcare Luxury & Lifestyle Water & Waste
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Strong investor confidence in Europe and North America. WATER & WASTE technologies will continue to be in high
demand. Plenty of growth opportunity for ENERGY, LUXURY &
LIFESTYLE, and HEALTHCARE over the next 12 months. Capital market restructuring could impact some deals. Continued preference for joint venture & technology licensing
over buyout.
Greater ChinaChina, Hong Kong SAR, Macau SAR, Taiwan
Source: MergermarketSource: Mergermarket
Outlook
> 1bn total consumers. >17% of all deals globally were in
Greater China in ’14. OUTBOUND investment continues to
grow. Deals > USD 117.9bn in ‘14,
59% over ‘13. Demographics & urbanization drive
deals in all sectors
HighlightsWater & Waste
Energy
Luxury & Lifestyle
Healthcare
Greater China Heat Map by Sector
7 14 14 22 20 22 26 251824 21
22 23 29 2743
3
10 816 11
21 1312
40
62 60
7460
64 8687
Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14
Mid-Market Deal Volumes by SectorEnergy Healthcare Luxury & Lifestyle Water & Waste
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Japanese firms continue to be STRATEGIC BUYERS as outbound investment grows.
Mid-market firms to continue their push into Southeast Asia, via joint ventures and distribution agreements.
Cautious optimism that ‘Abenomics’ will restore growth domestically.
Aging population creates challenges and opportunities.
Japan
Source: MergermarketSource: Mergermarket
Outlook
Trade sales present biggest opportunity.
OUTBOUND investment continues togrows as mid-market firms seek toexpand with Southeast Asia being themost popular destination.
Aging population will increase demand for healthcare solutions.
HighlightsWater & Waste
Healthcare
Luxury & Lifestyle
Energy
Japan Heat Map by Sector
74 2 2 4 5 3 3
33
4 35 3 7 5
4 8
38 2 3
7
4
1819
9
13
913
6
8
Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14
Mid-Market Deal Volumes by SectorEnergy Healthcare Luxury & Lifestyle Water & Waste
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Increased buy-side interest will push deal values higher. WATER & WASTE technologies will continue to be in high
demand. LUXURY & LIFESTYLE deals could increase over the next 12
months. Pace of regulatory reform could delay some deals. Compulsory licensing continues to impact HEALTHCARE
sector.
South AsiaBangladesh, India & Sri Lanka
> 1bn total consumers. Average deal value > 58% in
2014. Falling prices a big positive for
import-driven ENERGY sector. Regulatory reform could OPEN UP
the market. Strong demand in WASTE & WATER
sector.
Highlights
Source: MergermarketSource: Mergermarket
Outlook
Water & Waste
Healthcare
Energy
Luxury & Lifestyle
South Asia Heat Map by Sector
3 2 3 3 1 2 2 1
76 6
12
4 4 63
25
3
2
16 2112 6
1015
14
16
Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14
Mid-Market Deal Volumes by SectorEnergy Healthcare Luxury & Lifestyle Water & Waste
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Indonesia, the Philippines, and Vietnam will become the engine of growth in the region.
Uncertainty will effect confidence in Thailand, but Thai companies are quickly expanding outside their home market.
Myanmar will come into focus is there is a smooth transition of power after elections in late-2015.
WATER & WASTE and ENERGY technologies will continue to be in high demand.
Southeast AsiaBrunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand
Source: MergermarketSource: Mergermarket
Outlook
> 600mn total consumers. WATER & WASTE and ENERGY
remain most active sectors. >80% of deals are with industry
players. Singapore remains home to most
joint ventures. Growth opportunity in Indonesia, the
Philippines, Thailand & Vietnam
HighlightsWater & Waste
Energy
Healthcare
Luxury & Lifestyle
Southeast Asia Heat Map by Sector
10 9 9 712 13 12 11
1 2 44
12 2 24
81
2
8 4 7 8
11
18
1514
8 11
1612
Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14
Mid-Market Deal Volumes by SectorEnergy Healthcare Luxury & Lifestyle Water & Waste
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Transaction OverviewYOUR GROWTH PARTNER©
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Typical Timing of an M&A Transactionfor indicative purposes only, actual timing may vary
Negotiations and Closing
Negotiate and sign definitive agreement
Closing
Preliminary Due Diligence
Market Survey & Expression(s) of
Interest
Preparation of Management Presentation
Initiate Contact with Buyers
Activity
Due Diligence Meetings
Information Memorandum
Finalize buyer list
Deliver Information Memorandum
Finalize Management Presentation and Data Room
Buyer due diligence
Receipt and review of final proposals
Organizational meetings
Action
Weeks
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17
Non-Binding Letter of Interest
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Detailed Process Map
1. Scoping
Establish Client’s Investment Criteria
Establish Deal Parameters
Preliminary Due Diligence
2. Create Acquisition Model
Valuation Modeling
Transaction Structure
Teaser
Information Memorandum
3. Search
Market Survey
Long List
Management Presentation
4. Initial Research
Attorney & IB Network
Media & Reputational Search
5. Solicitation
Initial Contact
Follow Up
Revised Long List
6. Information Submission
Set up Data Room
Due Diligence Requirements
7. Due Diligence
Financial Due Diligence
Investigative Due Diligence
Operational Due Diligence
8. Candidate Review & Grading
Review Results
Grade Candidates
9. Desirability & Valuation
Confirm Against Agreed Criteria
Confirm Valuation
10.. Review
Prepare Analytical Summaries
Agree on Short List
11. Offer
Prepare & Present Offers
12. Simultaneous Negotiation
Negotiations with Multiple Candidates
13. Evaluate Acquisition Terms
Review Term Sheets & Pick Best Offer
14. Recommendation to Client
Best Offer(s) & Reasons Why
15. Final Negotiations
Finalize Purchase and Sale Contract
16. Final Due Diligence
Final DD of Remaining Candidates(s)
Confirm Results of Previous Due Diligence
Could Impact Closing
17. Close Transaction
THANK YOU
C O N F I D E N T I A L | www.375parkllc.com
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DISCLAIMER
This presentation has been prepared by 375 Park Associates (“375 Park”) for the exclusive use of recipient (together with itssubsidiaries and affiliates, the “company”) using information provided by the company and other publicly available information.375 Park has not independently verified the information contained herein, nor does 375 Park make any representation orwarranty, either express or implied, as to the accuracy, completeness or reliability of the information contained in thispresentation. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense,net income and stock performance) are based upon the best judgment of 375 Park from the information provided by thecompany and other publicly available information as of the date of this presentation. There is no guarantee that any of theseestimates or projections will be achieved. Actual results will vary from the projections and such variations may be material.Nothing contained herein is, or shall be relied upon as, a promise or representation as to the past or future. 375 Park expresslydisclaims any and all liability relating or resulting from the use of this presentation.This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer tobuy or sell any securities or related financial instruments. The company should not construe the contents of this presentationas legal, tax, accounting or investment advice or a recommendation. The company should consult its own counsel, tax andfinancial advisors as to legal and related matters concerning any transaction described herein. This presentation does notpurport to be all-inclusive or to contain all of the information which the company may require. No investment, divestment orother financial decisions or actions should be based solely on the information in this presentation.This presentation has been prepared on a confidential basis solely for the use and benefit of the company; provided that thecompany and any of its employees, representatives, or other agents may disclose to any and all persons, without limitation ofany kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other taxanalyses) that are provided to the company relating to such tax treatment and tax structure. Distribution of this presentationto any person other than the company and those persons retained to advise the company is unauthorized. This material mustnot be copied, reproduced, distributed or passed to others at any time without the prior written consent of 375 Park.