Hexagon Advisors Overview
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Introduction to Hexagon Advisors

Introduction to Hexagon Advisors

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  • 1. Introduction to Hexagon Advisors Investment banking and strategic advisory services exclusively tailored for middle-market growth companies.
  • 2. I. Hexagon Advisors, LLC Overview II. Private Placements III. Mergers & Acquisitions IV. Financial Advisory Services V. Strategic Advisory Services VI. Transaction Experience by Sector VII. Biographies 2
  • 3. I. Hexagon Advisors, LLC Overview 3
  • 4. A Unique Approach to Investment Banking •  Investment banking and strategic advisory services exclusively tailored for middle-market growth companies •  Focused partnership of long-tenured Wall Street investment bankers providing clients senior-level attention and superior execution capabilities •  Significant experience (200+ transactions) across multiple emerging growth industries and sectors •  Focused range of disciplines: Capital Raising, Mergers & Acquisitions and Financial and Strategic Advisory Services 4
  • 5. Offering a full range of financial and strategic advisory services to the middle market Private Placement; Strategic Mergers and Financial Advisory Capital Raising and Consulting Acquisitions Services Restructuring Services Private equity Fairness opinions/ Corporate strategy independent advisory development Bank debt Sell-side advisory services Strategic alliances Mezzanine debt Buy-side advisory Strategic alternatives review Marketing strategy Public market co- Management buyouts manager and adviser Restructuring analysis Licensing •  Successful track record in private equity and debt markets •  Independent advisory services especially relevant in today’s environment •  Unique ability to access and organize the market and then deliver the outlier result through flawless execution 5
  • 6. Our deep industry expertise uniquely positions Hexagon to provide a complete service offering to our clients Model Experience •  Over $30 bn Strategic Consulting •  200+ Deals Services •  $26 bn of M&A Investment Banking Advisory •  $7 bn of Capital Raised 6
  • 7. Over-Service Clients Achieve Extraordinary Results Build Reputation and Gain Additional Participate Transactions Economically through Incentive Fees Significance of each client to Hexagon •  
Client will receive senior attention from start to finish •  No conflicts or mixed agendas •  Not “Just another deal” to us 7
  • 8. Deep Industry Relationships Superior Consistent Senior- Transaction Level Attention Execution Transaction Size in line with Hexagon’s Focus Maximizing the likelihood of an OUTLIER RESULT 8
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  • 10. •  Attention - Committed to providing comprehensive senior level focus on every aspect of a transaction - Committed to long-term partnerships with Clients -  Every transaction is viewed as a reference transaction -  Focused partnership clear of prevailing Wall Street ‘carnage’ •  Ability - Can facilitate and execute all strategic options: advisory, private placement, and company sale - Extensive transaction experience ensures no stone remains unturned - Over 200+ capital raising & advisory transactions totaling $30+ billion •  Access - “Tapped in”– long standing relationships with VC’s, private equity & debt firms, industry leading public and private companies - “In the Flow”– enables us to provide clients with real time insights into capital market and industry trends •  Passion -  Our goal is the relentless pursuit of perfection for our clients 10
  • 11. II. Private Placements 11
  • 12. •  High quality deal flow –  Established relationships with venture capitalists, private debt and equity firms, strategic industry partners and angel investors –  Due diligence and positioning at an IPO level of depth and quality •  Solutions-oriented structuring –  Extensive experience structuring private investment for both private and publicly listed companies –  Expertise in equity, fixed income, convertible securities, derivatives and bank debt –  Understanding of buy-side and sell-side motivations and objectives •  Careful management of offering process –  Senior level involvement from origination through closing –  Institutional distribution focusing on value-added investors and partners •  Proven track record –  For issuers: High completion and aftermarket success rate for transactions undertaken –  For investors: Significant and reliable IRR –  For Hexagon: Over $7 billion of capital raised 12
  • 13. Assist in Assist in preparation Prepare preparation of of offering valuation of roadshow memorandum company presentation Develop marketing Transaction closing strategy to potential investors Coordinate all Contact potential activities required investor groups and to close transaction schedule roadshow meetings Provide follow-up Supervise and Drive negotiation of information to coordinate investor value and appropriate investors as due diligence transaction structure requested meetings 13
  • 14. Issues for Consideration There are a number of key issues to consider that if managed correctly will ultimately lead to the success of the offering Size of the Offering Timing of Offering Use of Proceeds • Allocation of funds • Key milestones and • Corporate purposes vs. upcoming news or events shareholder liquidity • Number of shares to be offered Compensation Valuation Methodologies Positioning of Company • Management incentivation • Company and Shareholder • Progress / achievements post-funding expectations • Competitive advantages • Key management / • Market environment • Long-term differentiation employee option pools Target Investor Base Process Management Outside Advisors • Diversification goal • Preservation/allocation of • Company counsel and key management time auditors • Value-added capital 14
  • 15. III. Mergers & Acquisitions 15
  • 16. Hexagon’s unique combination of industry knowledge and transaction experience allows us to provide unmatched advisory services •  Add value through selective engagements –  Recognize and appreciate strategic opportunities –  Understand company objectives –  Align client expectations with transaction goals –  Deliver the commitment and attention of senior professionals •  Provide superior execution strength –  In-depth knowledge of the full range of corporate advisory services –  Extensive industry, legal and accounting expertise –  Completed transactions totaling over $26 billion •  Strategic positioning of the transaction –  Anticipate the reaction on Wall Street –  Know when to accept a proposed transaction –  Understand the value of a stock –  Explore all the available alternatives 16
  • 17. Shareholder Value Protection Fairness Merger of Opinions Equals Shareholder Leveraged Value Transactions Protection Buy-side Cross Border Advisory Transactions Sell-side Advisory 17
  • 18. Target/Buyer Valuation Ascertain Client Needs Assess Integration Deal Post Issues Structuring Announcement Idea & Negotiation Positioning Generation Due Diligence Making Identifying Evaluating Executing Deals Deals Deals Deals Successful Evaluation of Monitoring Target/Buyer Structure Assess Deal Flow Position & Arrange Wall Street Financing Reaction Analysis of Synergies 18
  • 19. • McKinsey type analysis of strategic alternatives • Carefully selected potential • Choose optimal path or partners appropriate action to achieve • Controlled flow of information Client’s objectives • Hexagon is Analysis Confidentiality • Thorough prepared for preparation: no immediate surprises execution Value • Accurate, regular • Momentum and Speed Maximizing Certainty feedback urgency from Strategies (communication engagement to is key) deal closing Minimize • Achievement of Market Deal Management forecasts Burden • Develop investment case / • Dedicated and focused team of marketing story experienced senior transaction • Convey Clients’s compelling story professionals at every step • Create Competitive tension • Constant communication and effective dissemination • Effective management presentations • Primary Hexagon access point 19
  • 20. IV. Financial Advisory Services 20
  • 21. Strategic Planning & Positioning IPO Strategic Advisory Partner Services Introductions Early Restructuring Stage & Advisory Reorganizations 21
  • 22. •  IPO advisory services –  Hexagon has substantial experience in preparing clients for their IPO transaction: IPO process preparation, valuation analysis and underwriter selection process. •  Restructuring and reorganization –  Hexagon serves as financial advisor to investors, creditors and companies, providing expertise in negotiation and arrangement of standstill agreements and covenant waivers, pre-petition and debtor-in-possession financings, debt restructurings, asset sales, exchange/tender offers and plans of reorganization. •  Strategic planning and positioning –  Hexagon takes a consulting approach, conducting thorough due diligence on a client’s business and financials, assessing the competitive landscape, analyzing prevailing industry trends and ascertaining current strategic opportunities, then works closely with senior management in the formation, development and implementation/execution of the client’s strategic plan and market positioning. •  Strategic partner introductions –  Hexagon has long standing relationships with CEOs, CFOs, and Heads of Business Development at leading companies worldwide enabling senior level, principal-to- principal introductions for clients and global access to potential partners for purposes of leveraging sales, marketing and distribution, technology partnering, joint ventures, outsourcing, turn-key manufacturing and equity investment. 22
  • 23. V. Strategic Advisory Services 23
  • 24. Marketing Strategy Strategic Licensing Alliances Corporate Strategy Development 24
  • 25. •  Strategic Alliances and Collaboration Agreements –  Hexagon is able to identify potential strategic partners for purposes of collaborating on scientific research, IP, distribution, marketing, or sales. •  Licensing or Sale of Intellectual Property –  Assists clients with negotiating out-licensing, and in-licensing agreements. •  Corporate Strategy and Consulting –  Hexagon aids companies in strategic planning, including developing or improving general business plans, marketing plans, brand development plans, and planning for the launch of new products and services. •  Company and Industry Research –  Hexagon assists private equity groups, venture capitalists, and hedge funds to value potential investment opportunities. –  Value chain analysis, financial benchmarking, assessment of regulatory issues, and analysis of industry profiles and trends. 25
  • 26. VI. Transaction Experience by Sector * * Listing of select companies with which Hexagon professionals have worked; advisory and principal investment. 26
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  • 35. VII. Professionals 35
  • 36. Todd R. Hellmann Professional Background Education Transaction Experience •  18 years of investment banking experience •  Participated in more than 100 transactions •  Headwaters MB •  Public and private debt and equity •  UBS Warburg •  Mergers & acquisitions •  JP Morgan Chase Bachelor of Arts (Hired by Hambrecht Brown University •  Fairness opinions & Quist) •  Restructuring •  CIBC Oppenheimer •  Strategic consulting •  Houlihan, Lokey, Howard & Zukin •  PaineWebber Todd Hellmann (415) 307-0430 thellmann@hexagon-advisors.com 36
  • 37. Marshall P. Jensen Professional Background Education Transaction Experience •  15 years of investment banking , principal investment and legal •  Participated in more than 100 transactions experience •  Principal investment (Fort Mason Capital) •  Fort Mason Capital, LLC Bachelor of Arts •  Public and private debt and equity Brown University •  Adams Harkness •  Mergers & acquisitions Juris Doctorate •  UBS Warburg Columbia University •  Fairness opinions •  CIBC Oppenheimer •  Strategic consulting •  Shearman & Sterling Marshall Jensen (415) 370-7887 mjensen@hexagon-advisors.com 37
  • 38. Boyd J. Bell Professional Background Education Management and M&A Experience •  Assisted and led in integrations of 7 M&A’s while at Level 3 (Genuity, WilTel, Progress Telecom, ICG •  17 years of operations, IT, & Communications, Telcove, Looking Glass Networks, executive mgmt experience Broadwing) that included network, operations, IT Bachelor of Science systems, and SOX compliance/regulatory •  Level 3 Communications Industrial Engineering, requirements. Iowa State University •  Worldbridge Broadband •  Implemented numerous operations projects that Services Master of Technology provided transparency to operational performance and Management, enabled substantial improvements. •  AT&T Broadband (formerly University of Denver known as TCI) •  Complex portfolio/program/project management Master of Business experience including programs in excess of $4B. •  U S WEST Administration, University of Colorado •  Managed teams as organization as 275 people that •  Maytag Corp & Fleetguard included offshore and outsourced function. (div Cummins Engines) Boyd Bell (720) 201-0589 boyd@hexagon-advisors.com 38