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D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
D2 Capital Partners: General Intro To Scope Of Services
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D2 Capital Partners: General Intro To Scope Of Services

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Introduction to D2 Capital Partners, our services and how we can help you

Introduction to D2 Capital Partners, our services and how we can help you

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  • 1. Introduction to D2 Capital Partners Scope of Services Presentation D2 Capital Partners D2 Capital Partners Creation ∙ Deployment ∙ Structuring
  • 2. Onshore Access • Global Platform D2 Capital Partners D2 Capital is an independent, privately owned, investment and advisory partnership. It is active across the spectrum of investment assets whilst simultaneously applying he accumulated global capital market experience of its team to a diverse range of advisory situations. D2C is unencumbered by convention. It is flexible, focused and innovative in the provision of niche solutions. Where we fit into the capital process : I. Creation – we raise capital for companies II. Deployment – we assist strategic and financial investors with deployment of capital III. Structuring – we structure the best-fit, most effective and innovative solutions Creation ∙ Deployment ∙ Structuring 2 www.d2capitalpartners.com
  • 3. Venture Capital & Private Equity Investments D2 Capital Partners From VC to PE, we help accelerate the growth path Venture Capital involves start-up and early stage through growth capital raises… companies requiring funds for growth  PURPOSE: Raising growth capital:  At the earliest stages of the life-cycle  Forging synergistic relationships between companies Growth Cash Flow Start-up  Structure financial investment partnerships to Company Positive prepare a company for IPO exit  D2C ROLE: We act as both advisors to buyers and sellers, management in our principle investments and consultants in Private Equity involves private profitable companies post-deal monitoring services seeking expansion capital or strategic partnerships  COUNTERPARTIES: We advise companies in raising capital or advise private equity Financial Strategic investors in their deployment strategy. Investment Partnership  PROCESS: We in assist in designing business plans, writing information memorandums, building financial models Seller and drafting term sheets Creation ∙ Deployment ∙ Structuring 3 www.d2capitalpartners.com
  • 4. More on Venture Capital: Incubation D2 Capital Partners Leveraging Vietnam’s Entrepreneurial Spirit Aiming to be the leading business partner  PURPOSE: Create and start new ventures  D2C ROLE: Apply creative intelligence, Domestic vast network and market knowledge to Partners starting, funding and managing new ventures  COUNTERPARTIES: Foreign / domestic investment funds, domestic / foreign companies, local / expat professional Professional New Investors Venture experts / management Management  PROCESS: Develop the business plan, build financial forecasts, research the target market, hire management team, establish local and foreign partnerships, Foreign obtain licensing, connect customers and Partners raise venture capital. Creation ∙ Deployment ∙ Structuring 4 www.d2capitalpartners.com
  • 5. Mergers & Acquisitions (M&A) D2 Capital Partners To partake in Vietnam’s across-the-board growth curve, MERGERS are the combination of two companies into one strategic interest is driving M&A demand… larger entity…  PURPOSE: Assist global / domestic Company companies structure partnerships via: A  Direct purchase of ownership  Issuance of new shares for growth capital Company  Setup of new Joint Ventures A-B  D2C ROLE: We act as advisors to either Company the buyer seeking acquisition targets or B sellers requiring strategic partners ACQUISITIONS are the purchases of part or all of an asset  COUNTERPARTIES: Transactions involve or company by another company… global and / or domestic companies acting as either buyers / sellers  PROCESS: The scope of work requires Acquirer extensive preparation of investor documentation, regulatory filings, Target A Target B Target C financial due diligence, marketing (90% Stake) (100% Stake) (70% Stake) materials and road-shows spanning many months and even beyond a year Creation ∙ Deployment ∙ Structuring 5 www.d2capitalpartners.com
  • 6. Restructurings & Divestments: Shedding Fat for Leaner Growth D2 Capital Partners Sometimes more is less; Allocate capital where it grows best Need capital to fund growth but don’t want to sell equity or raise debt? Not enough management resources to scale higher growth core business?  Restructurings allow companies to unlock capital trapped in underperforming assets  Divestments in businesses where management is inexperienced to focus on core growth  Immediate value creation that can be realized by the capital markets (i.e. stock price) Non-Core Asset Pre-Asset Post-Asset Disposal Disposal Ca$h Proceeds Creation ∙ Deployment ∙ Structuring 6 www.d2capitalpartners.com
  • 7. Sell-Side Advisory: Managing the Capital Raising Process D2 Capital Partners DOCUMENT PREP (3 – 4 WEEKS): • Draft Business Plan / Investment Memo • Financial Forecasts • Valuation Model NEGOTIATIONS (2 – 4 WEEKS): MARKETING PREP (1 – 2 WEEKS): • Finalize Purchase Agreements • Finalize Potential Buyers List • Finalize Shareholder Agreements • Draft Teasers • Obtain regulatory approvals • Write and Coach Investor Presentation DUE-DILIGENCE (6 – 12 WEEKS): MARKETING (3 – 4 WEEKS): • Management Meetings • Teaser Dissemination • Facility Tours • NDA & Investor Document Release • Data Room Visits • Presentation to Investors BIDDING PROCESS (1 – 2 WEEKS): • Determination of Final Round Investors TOTAL TIME FRAME: • Draft Term Sheet 16 – 28 WEEKS • Coordinate Investor Due-Diligence Creation ∙ Deployment ∙ Structuring 7 www.d2capitalpartners.com
  • 8. Buy-Side Advisory: Capital Deployment Strategy & Execution D2 Capital Partners INDUSTRY / SECTOR ANALYSIS: • Determine industry / sector trends • Segment value-chains • Identify growth drivers TARGET MAPPING: Locking in • Categorize key players • Matrix SWOT and comparable metrics the Target!!! • Short-list preferred targets COMPANY MEETINGS / PROFILES: • Gather key operating metrics • Business model descriptions • Trends and developments INVESTMENT DUE DILIGENCE: • Stress test forecast assumptions • Comprehensive valuation models • Coordinate legal due diligence NEGOTIATIONS & STRUCTURING: • Customize deal structure • Buffer hostility through intermediation • Negotiate buyer’s terms & conditions Creation ∙ Deployment ∙ Structuring 8 www.d2capitalpartners.com
  • 9. Our Partnership Lasts Through-out the Entire Company Lifecycle D2 Capital Partners Restructurings / M&A Divestments • Takeovers • Asset Disposal • De-listing Listing • Carve-outs • Consolidation • Privatization • Initial Public Offering Private Equity (IPO) • Secondary Issuance • Capital Raise • Strategic Partnership Venture Capital • Start-Up • Early Stage Creation ∙ Deployment ∙ Structuring 9 www.d2capitalpartners.com
  • 10. Common Ground: Elements of a Successful Deal D2 Capital Partners  Timing  Approaching the market when it is favourable increases your likelihood of success.  Pricing  Understanding the relationship between the value of the company and the context of the market will assist in deriving a reasonable price.  Broad Scope  Willingness to accept a broad range of partners.  Representation and Marketing  Positioning is critical with investors; professional representation will improve likelihood of a successful transaction. Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 11. Our Track Record in Vietnam D2 Capital Partners CASE 1: Growth Capital Financing into Vietnamese Media Group  Investor : International Private Equity Group  Our Role : Represented the seller  Target : Leading Vietnamese Media Group  Deal Size: Initial round of approx. US$ 5mn  Our Services : Preparation of a detailed business plan, stress testing the financial forecasts, structuring key terms and conditions and conducting all face-to-face negotiations with the buyer.  Outcome: The deal was successfully closed and growth capital provided for the next phase of expansion of the Group. CASE 2: Strategic Partner for Vietnamese Consumer Goods Company  Investor : Global Investment Bank  Our Role : Represented the seller  Target : FMCG manufacturer and distributor  Deal Size: Approximately US$ 20mn  Our Services : D2 Capital represented the company in selling equity to a global bank. This was the first investment in Vietnam undertaken by the bank and the transaction required intense periods of document preparation as well as negotiations with both the offshore investment committee and onshore opposing counsel.  Outcome: Terms were concluded to the satisfaction of both sides and the bank continues to be a shareholder three years later. Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 12. Our Track Record in Vietnam D2 Capital Partners CASE 3: Growth Capital Financing of Vietnamese Technology Company  Investor: Malaysian Financial Investor  Our Role: Represented Buyer (“Investor “)  Target: Leading Vietnamese Tech Company  Deal Size: Approx. US$ 2mn  Our Services: Represented investor in structuring, performing due diligence and negotiating an equity investment.  Outcome: D2 Capital worked with both sides to bridge cultural differences to find common ground for investment. CASE 4: Growth Capital Financing of Vietnamese Healthcare Company  Investor: Singaporean Financial Investor  Our Role: Represented the Seller (“Target”)  Target: Vietnamese Healthcare Company  Deal Size: Under US$ 5mn  Our Services: Prepared all investment marketing materials, financial and valuation models; D2 Capital marketed the transaction globally, identifying over 15 interested investors.  Outcome: The company selected one investor, and D2 Capital negotiated on behalf of the company to achieve a very successful fund raising. Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 13. Our Track Record in Vietnam D2 Capital Partners CASE 5: Strategic Acquisition of Vietnamese Construction Company  Investor: European Strategic Investor  Our Role: Represented Buyer (“Investor”)  Target: Publicly Listed Vietnamese Company  Deal Size: Over US$ 10mn  Our Services: Executed the acquisition on behalf of the buyer for all of the outstanding shares of the target company through open market trading and negotiated block purchases.  Outcome: D2 Capital negotiated with all shareholders and completed the acquisition of all of the outstanding shares of the company. CASE 6: Strategic Partnership for Vietnamese FMCG Distributer  Investor: Korean Strategic Investor  Our Role: Represented Seller (“Target”)  Target: Vietnamese FMCG distributor  Deal Size: Under US$ 5mn  Our Services: Prepared detailed business plan, financial model and investment structure options on behalf of the seller to secure growth capital and strategic partnership  Outcome: Transaction negotiated and closed within less than three months. In a gesture of good faith, the Korean investor provided bridge financing for the seller until all legal procedures were completed in order to support growth prior to official disbursement of capital. Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 14. Our Track Record in Vietnam D2 Capital Partners CASE 7: Advisory of Japanese Strategic Investment into Sector Leader  Investor: Japanese Strategic Investor  Our Role: Represented Seller (“Target”)  Target: Construction Materials FIE  Deal Size: Over US$ 10mn  Our Services: D2 Capital packaged the seller and worked with management to coach them on how to speak with the investors; Assisted in the structuring and negotiation of the strategic partnership and equity sale to a Japanese conglomerate (over 100x larger than the target).  Outcome: We worked between management and legal teams to find the ideal solution for our client. CASE 8: Advisory of South African Strategic Investor into Vietnam Companies  Investor: South African Strategic Investor  Our Role: Represent Buyer (“Investor”)  Target: Vietnamese Technology Companies  Deal Size: N / A  Our Services: Represent the foreign buyer in seeking Vietnamese companies for strategic investment offering industry mapping, valuation and negotiation services; D2 Capital met with 30 leading Vietnamese companies, and recommended acquisition targets, valuation and structuring.  Outcome: Negotiations currently underway Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 15. Bringing Great Companies to Investors D2 Capital Partners  The principals at D2 Capital have decades of experience working with management teams of both large and small companies.  We are specialists in preparing and structuring companies for introduction to institutional and strategic investors.  We have completed over 120 company road shows globally, comprising of thousands of meetings, and raising billions of dollars. Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 16. ...a few of our Marketing Clients. D2 Capital Partners Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 17. End Game D2 Capital Partners Ultimately, D2 Capital Partners seeks to:  Execute quickly; we do not want to waste your time or ours.  Achieve maximum valuation; we want the best price as we have incentives to do so.  Create longevity; we consider our clients as partners with the potential for follow-on business opportunities.  Establish credibility; by showcasing our clients as reliable business partners, they can access the capital markets for future transactions with better terms. Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 18. V. Appendices D2 Capital Partners With more than forty years of combined, international, capital market experience, D2C is defined by Capital :  Creation  Deployment  Structuring Creation ∙ Deployment ∙ Structuring 18 www.d2capitalpartners.com
  • 19. The Scope of Our Partnership D2 Capital Partners VC and PE Investment Business Plan Preparation Capital Structuring Deal Negotiation Due Diligence Industry Mapping & Competitive Analysis Post Deal Monitoring Strategic Advisory Creation ∙ Deployment ∙ Structuring 19 www.d2capitalpartners.com
  • 20. What Has Changed D2 Capital Partners The Bad News  VN remains on periphery of regional investment universe  Risk appetite of overseas funds for high risk, emerging assets is still depressed  The quality of onshore capital market advisors lags far behind that of lawyers and accountants The Good News  Strategic investor interest is rising  Specialist financial investors get more access opportunity  Funding costs are low  Less noise = more deals can be done but …  Preparation and structuring is critical Creation ∙ Deployment ∙ Structuring 20 www.d2capitalpartners.com
  • 21. Poor Access + Uncertain Legal Framework = D2 Capital Partners Vietnam M&A Slowdown… Declining Capital Flows… Units in 1H 2009 1H 2008 % Change 2000 20 USD bn M&A M&A 1500 15 USD millions World 914.04 1,573.33 -41.9% 1000 10 USA 289.36 569.07 -49.2% China 38.29 62.33 38.6% 500 5 SE Asia 18.56 49.94 -62.8% 0 0 Vietnam 0.23 0.471 -50.7% 2003 2004 2005 2006 2007 2008 Total Value (USD mn) Average Deal Value Vietnam Has Seen V Little … Shrinking Size … 70,000 -38.6% YoY 60.0 -61.5% YoY 60,000 50.0 -22.5% YoY -62.8% YoY 50,000 USD millions 40.0 USD millions 40,000 -50.7%% 30.0 30,000 -76.3% YoY 20.0 20,000 YoY 10,000 10.0 0 - China SE Asia Vietnam China SE Asia Vietnam Transaction Value (1H 2009) Transaction Value (1H 2008) Average M&A Deal Size 1H 2009 Average M&A Deal Size 1H 2008 SOURCE: Reuters, Price Water House Coopers, D2C Research Creation ∙ Deployment ∙ Structuring 21 www.d2capitalpartners.com
  • 22. Rational Behaviour, Finally D2 Capital Partners Investors into VN are more cautious, and getting much better prepared, than at anytime in the past .  Competitive and industry analysis  Substantially more comprehensive terms, reps and warranties  Detailed due diligence  Post Deal monitoring This requires that sellers step up to the challenge and meet these needs if they want the capital. Creation ∙ Deployment ∙ Structuring 22 www.d2capitalpartners.com
  • 23. Improving Probability of Completion D2 Capital Partners Preparation is Key Seek Professional Help  Detailed Business Plan  Improve credibility  Growth strategy  Expedite investment process  Use of proceeds  Magnify marketing coverage  Clear exit options  Outsource non-core competencies  Financial Forecast Model & Valuation  Enhance position in negotiations  De-risked model assumptions  Return profile sensitivities  Expand financing options  Structure  Receive expert coaching  Equity, Debt, Hybrid  Obtain protection Flexible Pricing Transparency  Convey rationality  Expect post-deal monitoring by  Understand / Satisfy your partner Partner or third-party contractors  Bridge the gap  Solidify trustworthy relationship  Opportunity cost / Time value  Instill culture of Corporate Governance  Loosen terms & conditions  Leverage network synergies  Engineer alternative financing  Minimize misunderstandings Creation ∙ Deployment ∙ Structuring 23 www.d2capitalpartners.com
  • 24. Most Common Deal Tripwires D2 Capital Partners Deals tend to flounder on a regular series of factors, many of which may be international practice - but in VN it is all innovation …  Emotional Seller Premium  Contingent Risks – especially from earlier raise  Validity of Documents – are licenses even real ?  Failure to Launch – understand the need  Veto Rights – some things require permission  Options – to put or call Avoid/fix these and your chances just improved sharply Creation ∙ Deployment ∙ Structuring 24 www.d2capitalpartners.com
  • 25. Case Study 1: Proactive Preparation D2 Capital Partners Easing Investor Pain Strategic sales still attractive Background 4.30% IPO 4.30% Trade Sale CONTEXT: Secondary Sal 13.10% 30.40% Strategic Investors in Education, Media, Alternative Energy MBO and Construction Materials, sought / seeking potential JV Refinancing and / or M&A targets in Vietnam. 26.20% Other PREPARATION: 21.70% Most Attractive /  Macro Overview Achievable Exit Strategy  Industry Analysis  Sub-sector analysis  Competitive Analysis Key Takeaways  Target DD  Lack of information hindering deals STRUCTURE: requiring strategic investors to pay for  Potential JVs professional insight and intelligence.  M&A  Companies providing better cooperation calm investor concerns EXECUTION:  Industry / Sector mapping, interviews  Strategic Investors are actively preparing  Potential JV Partner / Target Negotiations for potential partnerships and so should interested companies: improve your ranking on investors’ list of priorities! SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research Creation ∙ Deployment ∙ Structuring 25 www.d2capitalpartners.com
  • 26. Case Study 2: Professional Help D2 Capital Partners Appear Serious Addressing Investor Concerns Transparency in business activities Background 2.00% Operational / Cultural Fit 4.10% Growth story / Forecasts CONTEXT: 4.10% 4.10% 22.40% Target's management support Strategic fit FMCG distributor & retailer sought equity capital raise to 8.20% Cash flow expand into mass distribution. Regulatory hindrances in 10.20% Speed which value can be created sensitive sector to foreign participation required extensive 18.40% Tax shields and investment savings professional advice. Transaction closed in <3 months Brands / Products 12.20% Track record PREPARATION: 14.30% Investor Concerns When  Investment Teaser Investing in Vietnam  Business Plan Formulation  Detailed Forecasts & Valuation Model Key Takeaways STRUCTURE:  International caliber work and document  Straight Equity packs enhanced management credibility  Convertible Bond (Loan) Bridge Financing  Professional sell-side advisory services Call Option for Ownership Rights to FMCG Co. ensured necessary provision of information EXECUTION: to investors for faster decision turnaround  Investor Road Show  Structuring advice provided multiple  Term Sheet Discussions solutions to potential deal killers  Coaching of management enhanced negotiation techniques with investors SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research Creation ∙ Deployment ∙ Structuring 26 www.d2capitalpartners.com
  • 27. Case Study 3: Flexible Pricing D2 Capital Partners Structuring Investor Returns Returns Attract Investors Background 4% IRR obtained on exit 8% Dividends received CONTEXT: 8% Professional Services Company sought capital raise with Successful integration structured equity bonus conversion feature. 13% Improved revenue PREPARATION: 67% Cost savings  Investment Teaser Measuring Investment  Business Plan / Investment Memorandum Drafting Success in Vietnam Investor Presentation & Coaching  Detailed Forecasts & Valuation Model STRUCTURE: Key Takeaways  Standard Terms & Conditions  Detailed strategy & model frame-worked  Convertible Bond and expedited discussions  KPI Benchmark Bonus Equity Kicker  Management flexibility and rationality instilled greater trust in management EXECUTION:  Return windfall protection alleviated  Investor Road Show investor concerns  Term Sheet Structuring  Negotiations  KPI benchmark linked performance ensured alignment of interests with investor SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research Creation ∙ Deployment ∙ Structuring 27 www.d2capitalpartners.com
  • 28. Case Study 4: Corporate Governance D2 Capital Partners The Truth Reveals Itself Being fair and open matters Background Corporate Governance 15.70% Skills / Experience of CONTEXT: 21.40% existing management Well established and rapidly growing services company Lack of transparency sought equity capital for new venture; however, clause in 11.40% shareholders agreement from previous investor presented 11.40% 21.40% Finance / debt issues considerable risk and liability to new investors. 18.70% Important Investment PREPARATION: Considerations / Factors  Investment Due Diligence Report  Model Assumptions Sensitivity Testing  Legal Due Diligence Report Key Takeaways STRUCTURE:  Unwillingness to provide full transparency on legal  Standard Terms & Conditions documents can endanger deal  Straight Equity at Holdings Group Level  Eventual cooperation by management lead to a  MBO / LBO carve out at Subsidiary Level partnership with the new investor for MBO / LBO of existing shareholders in Holdings subsidiary EXECUTION:  Offshore investors now requiring extensive  Location Inspections professional due diligence support and buy-side  D2C Supported Negotiations advisory services.  Third party post-deal monitoring also becoming of greater importance to offshore investors with limited man power, experience and resources in VN SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research Creation ∙ Deployment ∙ Structuring 28 www.d2capitalpartners.com
  • 29. Contact Information D2 Capital Partners Vietnam Office: 5th Floor, Nam Minh Long Building 61A Vo Van Tan, District 3 HCMC, Vietnam www.d2capitalpartners.com Spencer White, Managing Partner Christian Leitzinger, Managing Partner Email: sdw@d2capitalpartners.com Email: cwl@d2capitalpartners.com Mobile: +84-907-009-112 Mobile: +84-902-250-393 Ian Nguyen, Vice President Tat Sun Ho, Vice President Email: ian@d2capitalpartners.com Email: tat@d2capitalpartners.com Mobile: +84-934-164-716 Mobile: +84-121-728-8080 Creation ∙ Deployment ∙ Structuring 29 www.d2capitalpartners.com

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