Underdog Capital sales process

1. Sales process for highly attractive PE funds
through auction process

2. Representative process, auction of alternative assets
- Preparation is important for a an efficient process
o Compose price maximizing fund or privately held companies mix for sale alongside seller
o Sales mandate clearly defining limit price, expectations and process timeline
o Valuation of portfolio companies and estimate of the fund(s) distribution waterfall(s)
– If viable as value addition tool
o Identification of potential buyers – Underdog has +3000 different private equity investors in our
database
– International and European based
– Broad vs. Silent process
o If viable prepare virtual data room which enables efficient control over document access
o Typical marketing material and legal documentation
– NDA
– Teaser
– Process letter
– Draft SPA
2
Timeline is dependent on complexity of transaction
Bidding
round
Pitching to
market
Efficient
closing
Groundwork

3. Representative process, auction of alternative assets
- Marketing the deal
3
o Main objective is to efficiently
maximize the seller’s price
o Distribution of marketing material
o Bringing attention to the deal by
contacting all relevant global buyers
and if viable visiting all relevant
European buyers
o Focus on underlying value drivers in
order to enhance potential takers
reservation price
o Meet objections with educated
answers
o Target buyers includes:
– Fund of funds
– Pension funds
– Secondary funds
– Bank & Insurance companies
– Family offices
– HNW individuals
Road show – connecting the dots
Bidding
round
Efficient
closing
Groundwork
Focus on underlying value drivers
Stockholm
Edinburgh
Paris
Milano
Helsinki
Munich
Amsterdam
Bergen
Madrid
Rome
Aberdeen
Zurich
Oslo
Luxembourg
London
Copenhagen
Pitching to
market

4. Representative process, auction of alternative assets
- Structural bidding round
4
Tailored price maximizing bidding process
Efficient
closing
Groundwork
Pitching to
market
Some illustrative bidding institutions Detailed bidding process
I. Forward Process Sheet to
parties who have indicated
interest during the marketing
process
II. Process Sheet to include main
SPA points
III. Grant data room access to
credible parties
IV. Data room findings follow-up
V. First bidding round
VI. Price discovery
VII. Second and final bidding round
Bidding
round

5. Representative process, auction of alternative assets
- Closing process
5
Groundwork
Pitching to
market
Bidding
round
Efficient closing, Underdog does all the paperwork
Underdog utilizes
external legal counsel
o Finalize Sales Purchase Agreement (SPA) negotiations with the highest bidder. Seller may or may not
want to be active in the negotiation process
o Clarify right of first refusal
o Clarify GP acceptance of the buyer. Provide KYC documentation if requested
o Establish escrow account if needed
o Calculating and adjusting the final purchase price according to the SPA
o Finalizing GP transfer agreements, pre-closing notice and seller’s closing certificate
o Final closing
Efficient
closing