The D2C Capital Markets
                 Internship Program




“D2C Internship: Immersion into the Capital Markets”

    ...
Onshore Access • Global Platform                                     D2 Capital Partners



 D2 Capital is an independent,...
I. Executive Summary                                                                                   D2 Capital Partners...
II. Capital Market Careers                                                            D2 Capital Partners



          TAB...
Benefits to Capital Market Careers                                                     D2 Capital Partners




  EXPERIENC...
Top Job Industry                                                                                     D2 Capital Partners

...
Dynamic Compensation Schemes                                                    D2 Capital Partners




  One of the Most ...
Key Jobs in Capital Markets Advisory                                                         D2 Capital Partners



      ...
Aspects of Capital Market Jobs                                                             D2 Capital Partners




       ...
III. Capital Markets Overview                                                              D2 Capital Partners



        ...
What are the Capital Markets?                                                                    D2 Capital Partners



  ...
What is Investment Advisory?                                                          D2 Capital Partners




  Creating a...
Organizing the Clutter in Capital
Markets…                                                                        D2 Capit...
Venture Capital & Private Equity
Investments                                                                              ...
More on Venture Capital: Incubation                                                D2 Capital Partners




  Leveraging Vi...
Mergers & Acquisitions (M&A)                                                                          D2 Capital Partners
...
Sell-Side Advisory: Managing the Capital
Raising Process                                                                  ...
Buy-Side Advisory: Capital
Deployment Strategy & Execution                                          D2 Capital Partners


...
Restructurings & Divestments:
Shedding Fat for Leaner Growth                                              D2 Capital Partn...
Our Partnership Lasts Through-out
the Entire Company Lifecycle                                                         D2 ...
IV. How to Break into the Industry?                                                    D2 Capital Partners



          TA...
Preparation is Vital                                                                     D2 Capital Partners




  ESTABLI...
Sample Résumé                                                                                                             ...
V. The D2C Internship                                                                 D2 Capital Partners



          TAB...
Introducing the Internship                                       D2 Capital Partners



  D2C seeks dynamic and energetic...
Internship Purpose                                          D2 Capital Partners



  The internship is meant to provide i...
Internship Description                                                        D2 Capital Partners




                    ...
In-Class Training Schedule:                                             D2 Capital Partners


                            ...
On-the-Job Soft Skills Training                                       D2 Capital Partners



 Professional E-mail, Fax, Le...
Work Environment at D2C                                                           D2 Capital Partners



    Steep Learnin...
Candidate Requirements                                            D2 Capital Partners



    Resourcefulness; ability to ...
Not an Office Assistant Position…                      D2 Capital Partners




 Not about getting coffee
 Not about fili...
Application Procedure                                  D2 Capital Partners




 Please send (1) resume / CV, (2) cover le...
VI. Appendices                                               D2 Capital Partners




 With more than forty years of combin...
The Scope of Our Partnership                            D2 Capital Partners



 Mergers & Acquisitions
 VC and PE Invest...
CAP MKT UPDATE : What Has Changed                               D2 Capital Partners



 The Bad News
  VN remains on peri...
Dependent on Leverage to Grow                                                                                             ...
Poor Access + Uncertain Legal Framework =                                                                                 ...
Rational Behaviour, Finally                                    D2 Capital Partners



 Investors into VN are more cautious...
Improving Probability of Completion                                                  D2 Capital Partners




             ...
What Investors Look for in
Management                                                                             D2 Capit...
Most Common Deal Tripwires                                      D2 Capital Partners




 Deals tend to flounder on a regul...
Case Study 1: Proactive Preparation                                                                       D2 Capital Partn...
Case Study 2: Professional Help                                                                                      D2 Ca...
Case Study 3: Flexible Pricing                                                                          D2 Capital Partner...
Case Study 4: Corporate Governance                                                                              D2 Capital...
Background Information                                                                                  D2 Capital Partner...
Contact Information                                                  D2 Capital Partners



 Vietnam Office:
 5th Floor, N...
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D2 Capital Partners: Capital Markets Internship

  1. 1. The D2C Capital Markets Internship Program “D2C Internship: Immersion into the Capital Markets” February – May 2010 D2 Capital Partners Creation ∙ Deployment ∙ Structuring
  2. 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 encumbered 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. 3. I. Executive Summary D2 Capital Partners TABLE OF CONTENTS  The D2C Internship Program was created as an immersion into the realm of international capital markets. I. Executive Summary  Our aim is to give candidates a taste of high-level finance careers in capital II. Capital Market Careers markets for the most outstanding graduates. III. Capital Markets Overview  The D2C Internship Program is an intensive 12 week schedule with extensive IV. How to Break into the Industry in-class training for required technical skill-sets and heavy involvement doing real assignments on complex capital market transactions. V. The D2C Internship  D2C is proud to present interested candidates in a program catered to create VI. Appendices the foundation for success of the future leaders in capital markets and corporate strategy of Vietnam Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  4. 4. II. Capital Market Careers D2 Capital Partners TABLE OF CONTENTS I. Executive Summary  Benefits to Capital Market Careers  Top Job Industry II. Capital Market Careers  Dynamic Compensation Schemes III. Capital Markets Overview  Key Jobs in Capital Markets Advisory IV. How to Break into the Industry  Aspects of Capital Market Jobs V. The D2C Internship VI. Appendices Creation ∙ Deployment ∙ Structuring 4 www.d2capitalpartners.com
  5. 5. Benefits to Capital Market Careers D2 Capital Partners EXPERIENCE = VALUE  Compete and work with the most talented, ambitious and competitive individuals  Interact daily with experienced fund managers, portfolio managers, analysts etc.  Understand various business models in multiple sectors / industries from CEOs, CFOs etc.  Understand foreign business culture to build global corporate and investor relationships VALUE CREATES OPPORUNITY  Vastly enhance one’s chances of obtaining an MBA at top universities  Fast-track oneself into a role as CEO or CFO of a corporate entity  Launch oneself into an international career  Build important domestic business relationships  Apply knowledge and experience in investments to raise funds for:  Establishing an investment fund  Starting a venture business  Helping companies expand, grow and become regionally/globally competitive Creation ∙ Deployment ∙ Structuring 5 www.d2capitalpartners.com
  6. 6. Top Job Industry D2 Capital Partners Competitive Job Industry Globally…  “Bulge-bracket” I-banks, leading hedge funds, Private Equity Groups are extremely selective and competitive  Graduates from top schools (i.e.: Harvard, MIT, Stanford, Berkeley, Wharton, Columbia etc.)  Highest academic achievements (i.e. honors, awards , dean’s list etc.)  Overachievers and leaders (i.e. presidents of business / finance clubs , associations etc.)  Possess comprehensive financial knowledge prior to graduation to prepare for interviews  Able to navigate challenging interviews (i.e.: How many ping-pong balls can fit into a Boeing 747 Jet?)  Confident, outspoken and articulate; No indications of weakness Commodity Job Locally…  Retail client focused, lack institutional experience  “Stamp factory” job – expect to be processing not creating  Propensity to Job-hop – little continuity of experience or direction  Little English language requirements – reflective of standards  Don’t expect to provide much valuable input – Most retail investors in VN would rather trade themselves  Most companies in VN would rather raise capital themselves rather than rely on a local securities company  Illegal activities the norm – such unprofessional ethics would get you fired in a global firm  Expect limited global exposure or internationally transferable experience Creation ∙ Deployment ∙ Structuring 6 www.d2capitalpartners.com
  7. 7. Dynamic Compensation Schemes D2 Capital Partners One of the Most Lucrative Careers…  Highest paid professional career for undergraduate degrees in the West  Best way to get rich besides being an illegal con-artist, inheriting money from your family, being a famous celebrity/musician/athlete or starting your own business  Fresh graduate Analysts at global Investment Banks start at $100K+ in annual comp  Managing Directors make millions of dollars from annual bonuses Fortunately, opportunities in Vietnam do exist…  Bonus compensation based on performance while salaries highly competitive with most other professional industries  Given its low base, Vietnam’s capital markets have potential for high growth and hence higher pay whilst already offering some of the highest compensation packages  If one has the international caliber skill-sets, professional ethics and determined attitude, investment banks and funds in the region will poach and handsomely pay talent to enhance their Vietnam coverage Creation ∙ Deployment ∙ Structuring 7 www.d2capitalpartners.com
  8. 8. Key Jobs in Capital Markets Advisory D2 Capital Partners Skill-sets ,Personalities & Roles Description Traits • Work directly with companies • Diligent and focused Advisory / • Structure transactions • Willing to work long hours Corporate • Originate investments • Business model oriented • Analyze valuations • Opportunistic Finance • Focus on primary markets • Manage relationships with investment funds • Sociable Institutional • Initiate investment ideas and strategies with investors • Early birds • Sales oriented Sales • Focus on secondary markets • Articulate • Opportunistic • Manage principle positions’ risk • Quick thinking • Create liquidity – Market makers • Quantitative prowess Trading • Focus on secondary markets • Calm and decisive • Disciplined behavior • Early birds • Focus on secondary markets • Analytical expertise • Recommend investments • Theoretical aptitude Research • Create visibility of companies • Superb verbal dexterity • Provide impartial advice • Opinionated • Analyze valuations Creation ∙ Deployment ∙ Structuring 8 www.d2capitalpartners.com
  9. 9. Aspects of Capital Market Jobs D2 Capital Partners Qualitative Analysis Structuring • Research Industries • Transaction legality • Evaluate strategies • Terms & Conditions • Analyze business models • Investor protections • Write business plans / offering • Hybrid financing memorandums & prospectuses • Imbedded derivatives Quantitative Analysis Sales & Marketing • Valuation Models • Pitch book presentations • Financial Forecasts • Networking (investors, execs) • Earnings Models • Meet company executives • Quant Models • Investor / company road shows • Attend / host conferences Creation ∙ Deployment ∙ Structuring 9 www.d2capitalpartners.com
  10. 10. III. Capital Markets Overview D2 Capital Partners TABLE OF CONTENTS  What are the Capital Markets? I. Executive Summary  What is Investment Advisory?  Organizing the Clutter in Capital Markets II. Capital Market Careers  Venture Capital & Private Equity Investments III. Capital Markets Overview  More on Venture Capital: Incubation IV. How to Break into the Industry  Mergers & Acquisitions (M&A)  Sell-Side Advisory: Managing the Capital Raising Process V. The D2C Internship  Buy-Side Advisory: Capital Deployment Strategy & Execution VI. Appendices  Restructurings & Divestments: Shedding Fat for Leaner Growth  Our Partnership Lasts Throughout the Entire Company Lifecycle Creation ∙ Deployment ∙ Structuring 10 www.d2capitalpartners.com
  11. 11. What are the Capital Markets? D2 Capital Partners • Stocks • Treasury Bonds • American Depository Receipts (ADRs) • Corporate Bonds / Debentures • Exchange Traded Funds (ETFs) Fixed • Commercial Paper Equity • Bankers Notes Income • Swaps Alternative • Real Estate • Futures Derivatives • Venture Capital Assets • Options • Private Equity • Warrants • Currencies • Convertible Securities • Commodities We advise on transactions across nearly all asset classes… The capital markets…  Facilitate efficient avenues for raising and deploying capital  Allow investors and companies to realize the value of their assets  Create mechanisms for transparency in market price  Offer a diverse array of financial structures suitable to investors and companies  Provide access to international financing channels and investment opportunities Creation ∙ Deployment ∙ Structuring 11 www.d2capitalpartners.com
  12. 12. What is Investment Advisory? D2 Capital Partners Creating access to capital and investment opportunities…  Act as intermediaries in raising and deploying capital for companies and investors  Enhance companies’ credibility to investors in accessing international capital markets  Market (“Pitch”) investment opportunities to companies and investors  Map, source, and analyze investment opportunities across all industries and sectors  Structure investment transactions (“deals”) to the needs of counterparties Sell-Side Buy-Side Sell-Side Buy-Side Advisory Advisor Advisor Advisory TRANSACTION: Mergers & Acquisitions SELLER: BUYER: Leveraged Buyout Private Company Private Company Initial Public Offering Public Corporation Public Corporation Secondary Market Trade Investment Fund Investment Fund Private Equity Venture Capital Creation ∙ Deployment ∙ Structuring 12 www.d2capitalpartners.com
  13. 13. Organizing the Clutter in Capital Markets… D2 Capital Partners Myriad of Services… We Manage, Structure & Package… CREDITORS ACCOUNTANTS LAWYERS CREDITORS CONSULTANTS CONSULTANTS CLIENT ACCOUNTANTS INVESTMENT ADVISOR LAWYERS CLIENT Creation ∙ Deployment ∙ Structuring 13 www.d2capitalpartners.com
  14. 14. 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 14 www.d2capitalpartners.com
  15. 15. 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 15 www.d2capitalpartners.com
  16. 16. 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 16 www.d2capitalpartners.com
  17. 17. 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 17 www.d2capitalpartners.com
  18. 18. 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 18 www.d2capitalpartners.com
  19. 19. 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 19 www.d2capitalpartners.com
  20. 20. 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 20 www.d2capitalpartners.com
  21. 21. IV. How to Break into the Industry? D2 Capital Partners TABLE OF CONTENTS I. Executive Summary  Preparation is Vital  Sample Résumé II. Capital Market Careers III. Capital Markets Overview IV. How to Break into the Industry V. The D2C Internship VI. Appendices Creation ∙ Deployment ∙ Structuring 21 www.d2capitalpartners.com
  22. 22. Preparation is Vital D2 Capital Partners ESTABLISH FUNDAMENTAL KNOWLEDGE  Extensive research into careers in investment banking – Read vault career guides, wet feet  Be up to date on the local and global news (i.e. wallstreet journal, barons, bloomberg, vietstock etc.)  Read research reports and macro analysis (i.e. Investors Insight, Morningstar, PIMCO etc.)  Understand technical financial theory (i.e. Investopedia, “the intelligent investor”, CFA etc.) One does not necessarily have to have a finance degree; Applicable finance is self-taught or trained on the-job; in fact, many finance professionals have non-finance backgrounds (i.e. engineering, pharmacy) ACCUMULATE INDUSTRY RELEVANT EXPERIENCE & SKILLS  Build technical skills on valuation modeling in excel (i.e.: Training The Street, Wall Street Prep etc.)  INTERNSHIPS!!! Gain experience with asset managers, investment banks, securities companies  Network by attending industry conferences, seminars; utilize linked-in, doostang, CFA societies  Invest yourself – Putting a little money to work is a fast way to learning hard-earned lessons Ultimately, be prepared to begin high-level value-added work upon hire; Distinguishing oneself by having the experience and skills at the beginning is a sure way to improving your chances of being hired. Having a polished resume is key to being an outlier in the application process. Creation ∙ Deployment ∙ Structuring 22 www.d2capitalpartners.com
  23. 23. Sample Résumé D2 Capital Partners John Smith <> 9999 Cherry Boulevard <> Cambridge, MA XXXXX <> USA<> (001) (555) 555-5555 <> John.Smith52@gmail.com EDUCATION: Top University – B.A. Economics [Cambridge, MA 9/2005 - 6/2009] Cumulative GPA: 3.9 Major GPA: 4.0 Top University of Singapore, Education Abroad Program [Singapore 8/2006 - 12/2006] CFA Level I Candidate PROFESSIONAL EXPERIENCE: Analyst (Intern), ABC Private Equity Group, LLC [Cambridge, MA 02/2008 – 6/2009] ABC Private Equity Group, LLC located in Cambridge, CT, is a global private equity fund of funds advisory group servicing institutional investors in private equity  Analyze private equity fund manager performance using proprietary analysis model.  Apply thematic investment assumptions to calibrate outperforming private equity funds and allocation strategies for superior risk-adjusted returns.  Update and maintain database of proprietary private equity data and information to conduct trend analysis. Summer Analyst (Intern), 123 Partners – Mergers & Acquisitions [Manhattan, NY 7/2008 - 9/2008] 123 is a global Investment Bank specializing in M&A Advisory, underwriting, research and institutional brokerage services. Worked intimately with Managing Directors to source two potential deals currently in the process of entering the firm’s deal pipeline.  Met with executive management (i.e.: CEO, CFO, COO etc.) at over 30 companies to understand key operations for potential growth and upcoming projects  Supported analysts on building pitch books and conducting research.  Wrote an internal thematic project on M&A investment strategies for the Managing Directors. M&A Research Analyst (Intern), Acme Partners, Inc. [Boston, MA 6/2007 - 6/2008] Acme Partners is a specialized mergers and acquisitions firm serving the middle market. GPI leads in executing strategic acquisitions.  Researched industries/companies for growth opportunities in: Aviation, Waste, Food and Beverage, Manufacturing, Contract Packaging, Logistics, Pharmaceuticals  Called company CEO’s, CFO’s as well as utilized internet resources and online databases to determine scale, scope and details of operations  Updated and added information of over 1,000 internal company reports to the proprietary database to source deals for firm principles. INTERESTS: Chancellor and Member, the Professional Fraternity of Alpha Alpha Alpha [Cambridge, MA 6/2007 - 9/2008] Alpha Alpha Alpha is a professional fraternity organized to foster the study of business in universities. The fraternity has over 300 chapters and over 500,000 members  Arbitrated risk management and interpreted bylaw compliance measures to ensure best practices and operations.  Organized, directed and facilitated efficient general body meetings and procedures while cutting time by over 50%.  Restructured corporate configuration to formulate business strategy and improve effective operations in corporate sponsorship. Portfolio Manager and Member, Top University Student Foundation Investment Committee [Cambridge, MA 4/2006 – 6/2009] The Student Foundation Investments Committee is responsible for the management of the Student Foundation's $10m endowment.  Managed weekly equity market discussions and decisions in managing entire endowment portfolio.  Built comps, DCF and LBO valuation models on companies considered for investments.  Maintained quantitative asset allocation and risk management model for endowment portfolio. Creation ∙ Deployment ∙ Structuring 23 www.d2capitalpartners.com
  24. 24. V. The D2C Internship D2 Capital Partners TABLE OF CONTENTS I. Executive Summary  Introducing the Internship  Internship Purpose II. Capital Market Careers  Internship Description III. Capital Markets Overview  In-Class Training Schedule IV. How to Break into the Industry  On-the-Job Soft-Stills Training  Work Environment at D2C V. The D2C Internship  Candidate Requirements VI. Appendices  Not an Office Assistant Position  Application Procedure Creation ∙ Deployment ∙ Structuring 24 www.d2capitalpartners.com
  25. 25. Introducing the Internship D2 Capital Partners  D2C seeks dynamic and energetic team members to help us grow whilst providing impeccable service to our clients.  Our entrepreneurial environment is founded on our groups’ enthusiasm and diversity to synergize and leverage all participants’ contributing strengths.  We seek ambitious individuals driven to outperform and execute across all areas of businesses to provide the insightful strategic advice for our clients’ capital allocation decisions.  These are high level capital markets programs involving candidates in the entire transaction process: analysis, target selection, valuation, structuring and post-deal monitoring. Creation ∙ Deployment ∙ Structuring 25 www.d2capitalpartners.com
  26. 26. Internship Purpose D2 Capital Partners  The internship is meant to provide interns with a foundation of applied experience in capital markets advisory: M&A, private equity, venture capital etc.  The pragmatic approach of the internship is meant to provide interns with advanced skills transferrable to any firm, whether financially focused or not.  Exemplary performance may lead to full-time job placements with D2C as we seek the most talented individuals to join our team. Creation ∙ Deployment ∙ Structuring 26 www.d2capitalpartners.com
  27. 27. Internship Description D2 Capital Partners RESEARCH FOUNDATION  Analyze Industry / Sector trends, growth drivers and investment opportunities  Map major players, matrix competitive quantitative and qualitative metrics  Prepare and attend management meetings, agendas and questions  Evaluate M&A targets and market entry considerations for new ventures  Conduct macroeconomic updates for analytics and presentation purposes TRANSACTION FOCUS  Assist team with drafting pitch book presentations  Aid in writing industry due diligence reports  Build public / acquisition valuation comps models in excel  Build forecast assumptions and models for new ventures and start-up companies  Support D2C team in any and all aspects of the transaction process from pitch to close Creation ∙ Deployment ∙ Structuring 27 www.d2capitalpartners.com
  28. 28. In-Class Training Schedule: D2 Capital Partners SUBJECT SESSIONS APPLIED RESEARCH 2 INTRO TO VIETNAM MACRO 1 BUILDING PITCH BOOKS 1 INTRO TO INCOME STATEMENT 1 INTRO TO BALANCE SHEET 1 INTRO TO CASHFLOW STATEMENT 1 FINANCIAL STATEMENT ANALYSIS 1 INTRO TO EXCEL 1 PUBLIC COMPS ANALYSIS 2 ACQUISTION COMPS ANALYSIS 2 M&A TRAINING: BUSINESS OF M&A 1 M&A TRAINING: SELL-SIDE 1 MACROECONOMIC INDICATORS 1 EMERGING MARKET MACROECONOMIC ANALYSIS 1 Creation ∙ Deployment ∙ Structuring 28 www.d2capitalpartners.com
  29. 29. On-the-Job Soft Skills Training D2 Capital Partners Professional E-mail, Fax, Letter, Phone / Conference Call Protocol Interacting with foreigners at D2C, Investors and MNCs Communicating with executives in Vietnam and abroad Presentation / speaking skills through weekly updates Teamwork / collaboration on assignments and tasks Time management through constant deliverables and due-dates Multi-tasking on various projects Managing pressure under stressful situations and tight deadlines Discussion and debate on various topics challenging critical thought process Creation ∙ Deployment ∙ Structuring 29 www.d2capitalpartners.com
  30. 30. Work Environment at D2C D2 Capital Partners Steep Learning • Constant Reading: News, reports, memorandums, presentations • Constant Training: In-class and on-the-job Curve • Constant Preparation: team discussions, company meetings Young, Global & • Young principles and management team • International Mix: US, UK, Canada, HK, VN Dynamic • Global and domestic client base Intellectual Capital • International and local guidance (Nearly 40 years combined) • Opinions, ideas, strategies and recommendations strongly encouraged Encouraged • Inquisitive curiosity and thirst for knowledge and solutions desired • Multi-tasking on multiple projects Fast Paced • Tight deadlines and deliverables • Fierce competition • Social activities, active participation and inclusive involvement Family Culture • Trust, accountability and responsibility required • Leverage, scale and growth oriented Creation ∙ Deployment ∙ Structuring 30 www.d2capitalpartners.com
  31. 31. Candidate Requirements D2 Capital Partners  Resourcefulness; ability to find information; keen intellectual curiosity  Proficiency in Microsoft Applications (i.e. Word, Excel, PowerPoint)  Basic understanding of Financial Statements  Ability to read, write and speak professional business English  Creative, innovative and imaginative thought process  Diligent work schedule  Accountability & Dependability  Excellent organizational capacity  Professional / urbane manner  Strategic, structured mindset Creation ∙ Deployment ∙ Structuring 31 www.d2capitalpartners.com
  32. 32. Not an Office Assistant Position… D2 Capital Partners Not about getting coffee Not about filing papers Not about ordering supplies Not about admin work We are looking for value-added contributing team members Creation ∙ Deployment ∙ Structuring 32 www.d2capitalpartners.com
  33. 33. Application Procedure D2 Capital Partners Please send (1) resume / CV, (2) cover letter and (3) indication of academic achievements and courses obtained. Direct all applications by email to Ian Nguyen, Vice President, at ian@d2capitalpartners.com Please kindly cite: “CAPITAL MARKETS INTERNSHIP” in subject line Creation ∙ Deployment ∙ Structuring 33 www.d2capitalpartners.com
  34. 34. VI. 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 34 www.d2capitalpartners.com
  35. 35. The Scope of Our Partnership D2 Capital Partners Mergers & Acquisitions 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 35 www.d2capitalpartners.com
  36. 36. CAP MKT UPDATE : 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 36 www.d2capitalpartners.com
  37. 37. Dependent on Leverage to Grow D2 Capital Partners Far from Pretty… Credit Cycle Returns…  400bps interest rate subsidy ending in 2010 120 USD Loan Outstanding… 60% 100 YOY Loan Growth rate 50%  FDI funding channels impaired 80 40%  FX Reserves down 27% (USD16bn) 60 30%  Current account deficit approaching 15% of 40 20% 20 10% GDP 0 0%  Budget deficit facing pressure FDI Absorption Limitations… Leveraged Growth… USD Billion % FDI [Disbursed] / GDP Government 2009 100% 140% % FDI [Disbursed] / FDI [Announced] guidance 131% 120% 80% contrasts with trend 100% Loan to GDP (%) 107% 60% 80% 93% 71% 40% 60% 66% 59% 40% 20% 39% 43% 48% 20% 28% 35% 20% 18% 19%20% 20% 0% 0% SOURCE: Reuters, Bloomberg, GSO, D2C Research Creation ∙ Deployment ∙ Structuring 37 www.d2capitalpartners.com
  38. 38. 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 38 www.d2capitalpartners.com
  39. 39. 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/founders/shareholders step up to the challenge and meet these needs if they want the capital. Creation ∙ Deployment ∙ Structuring 39 www.d2capitalpartners.com
  40. 40. 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 40 www.d2capitalpartners.com
  41. 41. What Investors Look for in Management D2 Capital Partners  Vision  Does the entrepreneur see the long-term picture and all the steps need to get there?  Scale  Can the entrepreneur attract dedicated talent?  Willing to share rewards of success?  Innovation  Does the entrepreneur understand the future of his industry?  Leader or follower?  Courage  Understanding failure is part of the process  Persistence  Able to execute framework to success despite obstacles along the way  Principles  Does the entrepreneur maintain a credible relationship with customers and suppliers?  Succession  Is the entrepreneur willing to groom his/her successor for the sake of the company? Creation ∙ Deployment ∙ Structuring 41 www.d2capitalpartners.com
  42. 42. 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 42 www.d2capitalpartners.com
  43. 43. Case Study 1: Proactive Preparation D2 Capital Partners Easing Investor Pain Strategic sales still attractive Background 4.30% IPO 4.30% Trade Sale CONTEXT: 13.10% 30.40% Secondary Sal 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 21.70% PREPARATION: Most Attractive /  Macro Overview Achievable Exit Strategy  Industry Analysis  Sub-sector analysis  Competitive Analysis Key Takeaways  Target DD  Lack of information hindering deals requiring strategic investors to pay for STRUCTURE: professional insight and intelligence.  Potential JVs  Companies providing better cooperation  M&A calm investor concerns EXECUTION:  Strategic Investors are actively preparing  Industry / Sector mapping, interviews for potential partnerships and so should  Potential JV Partner / Target Negotiations interested companies: improve your ranking on investors’ list of priorities! SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research Creation ∙ Deployment ∙ Structuring 43 www.d2capitalpartners.com
  44. 44. 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 Brands / Products professional advice. Transaction closed in <3 months 12.20% Track record 14.30% PREPARATION: Investor Concerns When Investing in Vietnam  Investment Teaser  Business Plan Formulation  Detailed Forecasts & Valuation Model Key Takeaways  International caliber work and document STRUCTURE: packs enhanced management credibility  Straight Equity  Convertible Bond (Loan) Bridge Financing  Professional sell-side advisory services Call Option for Ownership Rights to FMCG Co. ensured necessary provision of information to investors for faster decision turnaround EXECUTION:  Structuring advice provided multiple  Investor Road Show solutions to potential deal killers  Term Sheet Discussions  Coaching of management enhanced negotiation techniques with investors SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research Creation ∙ Deployment ∙ Structuring 44 www.d2capitalpartners.com
  45. 45. 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% Successful integration Professional Services Company sought capital raise with structured equity bonus conversion feature. 13% Improved revenue 67% PREPARATION: Cost savings  Investment Teaser Measuring Investment  Business Plan / Investment Memorandum Drafting Success in Vietnam Investor Presentation & Coaching  Detailed Forecasts & Valuation Model Key Takeaways STRUCTURE:  Detailed strategy & model frame-worked  Standard Terms & Conditions and expedited discussions  Convertible Bond  Management flexibility and rationality  KPI Benchmark Bonus Equity Kicker instilled greater trust in management EXECUTION:  Return windfall protection alleviated  Investor Road Show investor concerns  Term Sheet Structuring  KPI benchmark linked performance ensured  Negotiations alignment of interests with investor SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research Creation ∙ Deployment ∙ Structuring 45 www.d2capitalpartners.com
  46. 46. 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 11.40% sought equity capital for new venture; however, clause in 11.40% 21.40% Finance / debt issues shareholders agreement from previous investor presented 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  Unwillingness to provide full transparency on legal STRUCTURE: documents can endanger deal  Standard Terms & Conditions  Eventual cooperation by management lead to a  Straight Equity at Holdings Group Level partnership with the new investor for MBO / LBO  MBO / LBO carve out at Subsidiary Level of existing shareholders in Holdings subsidiary  Offshore investors now requiring extensive EXECUTION: professional due diligence support and buy-side  Location Inspections advisory services.  D2C Supported Negotiations  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 46 www.d2capitalpartners.com
  47. 47. Background Information D2 Capital Partners Spencer White, CFA (sdw@d2capitalpartners.com; +84 907 009 112)  Spencer is a co-founder and Managing Partner of D2 Capital Partners.  Prior to D2C, Spencer was an Executive member of the Board of TVS, a start up Investment Bank in Vietnam, leading its nationwide growth for two years.  Prior to TVS Spencer was a Managing Director of Merrill Lynch. Having joined the Asia Pacific Group in 1999 he became the Chief Regional Equity Strategist in 2001. Previously, Spencer was the Country Head for Taiwan.  Prior to joining Merrill Lynch, Spencer was an Associate Director with AIB Govett Asset Management in London and before that he served as an investment manager with Hambros Bank, investing in both large- and small-cap Japanese companies.  Spencer received a First Class Honors degree in Management Science from the University of Warwick and he has been a CFA Charter Holder since 1997. Christian Leitzinger, MBA (cwl@d2capitalpartners.com; +84 902 250 393)  Christian co-founded D2 Capital Partners in 2009 and is Managing Partner.  Prior to D2C, Christian joined TVS in 2007 heading the Institutional Client Group as Managing Director; servicing domestic and foreign institutional investors in the Vietnamese equity and bond markets.  Prior to TVS, Christian was a Director at CIBC Oppenheimer World Markets (Canada). Having joined the US Equity Sales team in 1999, he rose to manage the team by 2004. His role was to aid Canadian institutional investors in allocating capital within the US and China.  Prior to joining CIBC Oppenheimer World Markets, Christian worked on the investment side at Mackenzie Financial (USD40bn AUM) and O’Donnell Investment Management (USD2Bn AUM) investing in mid/small-cap Canadian companies.  Christian received a Bachelor’s degree from McMaster University in Canada, and an Executive MBA from the Kellogg School of Management (Northwestern University, Chicago). Creation ∙ Deployment ∙ Structuring 47 www.d2capitalpartners.com
  48. 48. 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 48 www.d2capitalpartners.com

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