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Capital Markets, D2C & You




“Presentation Materials on the role of D2C and interested candidates in
pursuing careers in capital markets”
February 2010


                              D2 Capital Partners
                      Creation ∙ Deployment ∙ Structuring
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 not 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
I. Executive Summary                                                                             D2 Capital Partners



          TABLE OF CONTENTS
                                       D2C is an investment advisory partnership specializing in M&A, Private Equity,
I.     Executive Summary
                                        Venture Capital, Restructurings / Divestments, Capital Raises and more.
II.    Capital Markets & D2C           The experience of the D2 Capital team is one of the most dynamic and
III.   Capital Market Careers           extensive in Vietnam with many of the members having held senior positions
IV.    Breaking into the Industry       at various esteemed global investment banks covering a multitude of asset
                                        classes and transactions internationally and domestically.
V.     Appendices
                                       Careers in capital markets offer one of the most dynamic professional
                                        experiences where one is thrust into high-level corporate situations to analyze
                                        and evaluate investment rewards and risks in various businesses models across
                                        all industries and sectors.
                                       As such, we offer you the opportunity to experience professional capital
                                        market expertise and exposure rarely provided in Vietnam




                                             Creation ∙ Deployment ∙ Structuring
                                                www.d2capitalpartners.com
II. Capital Markets Overview                                                           D2 Capital Partners



          TABLE OF CONTENTS
I.     Executive Summary
                                       What are the Capital Markets?
                                       What is Investment Advisory?
II.    Capital Markets & D2C
                                       Advisors Organize the Clutter in Capital Markets
III.   Capital Market Careers          Venture Capital & Private Equity Investments
IV.    Breaking into the Industry      More on Venture Capital: Incubation
                                       Mergers & Acquisitions (M&A)
V.     Appendices
                                       Sell-Side Advisory: Managing the Capital Raising Process
                                       Buy-Side Advisory: Capital Deployment Strategy & Execution
                                       Restructurings & Divestments: Shedding Fat for Leaner Growth
                                       Our Partnership Lasts Throughout the Entire Company Lifecycle




                                            Creation ∙ Deployment ∙ Structuring                         4
                                               www.d2capitalpartners.com
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                                      5
                                          www.d2capitalpartners.com
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                                   6
                                       www.d2capitalpartners.com
Advisors Organize the Clutter in
Capital Market Transactions…                                                    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                                7
                                www.d2capitalpartners.com
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                                        8
                                             www.d2capitalpartners.com
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                                   9
                                   www.d2capitalpartners.com
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                                             10
                                             www.d2capitalpartners.com
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                                      11
                                            www.d2capitalpartners.com
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                                           12
                     www.d2capitalpartners.com
Restructurings & Divestments:
Shedding Fat to Grow Leaner                                                 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                           13
                                   www.d2capitalpartners.com
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                                      14
                                  www.d2capitalpartners.com
III. Capital Market Careers                                                       D2 Capital Partners



          TABLE OF CONTENTS
I.     Executive Summary
                                       Looking for Growth? Enhancement?
                                       Benefits to Capital Market Careers
II.    Capital Markets & D2C
                                       Top Job Industry
III.   Capital Market Careers          Dynamic Compensation Schemes
IV.    Breaking into the Industry      Key Jobs in Capital Markets Advisory
                                       Aspects of Capital Market Jobs
V.     Appendices




                                            Creation ∙ Deployment ∙ Structuring                 15
                                               www.d2capitalpartners.com
Looking for Growth? Enhancement?                                                           D2 Capital Partners




  Do you fit in one or more of the following categories??
      Bored with your current job?
      Stuck or “capped” in your career development?
      Lacking international caliber experience?
      Responsible for taking over the family business but unsure of what to do or how to do it?




  There may be a multitude of reasons why you should consider careers in Capital Markets but to name a few…
      Seeking executive level (i.e. CEO, CFO, CIO, Fund Management) career skill-sets
      Desire to pursue a global career path
      Want to significantly enhance competitiveness in the job field
      Prefer practical experience and / or shorter time frame vs. MBA or master’s program




                                       Creation ∙ Deployment ∙ Structuring                                    16
                                          www.d2capitalpartners.com
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                            17
                                         www.d2capitalpartners.com
Competitive Job Industry Globally                                                                    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                                        18
                                            www.d2capitalpartners.com
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                            19
                                    www.d2capitalpartners.com
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                                      20
                                     www.d2capitalpartners.com
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                                    21
                                     www.d2capitalpartners.com
IV. Breaking into the Industry                                                     D2 Capital Partners



          TABLE OF CONTENTS
I.     Executive Summary
                                       Preparation is Vital
                                       Sample Résumés
II.    Capital Market Careers
III.   Capital Markets Overview
IV.    Breaking into the Industry
V.     Appendices




                                             Creation ∙ Deployment ∙ Structuring                 22
                                                www.d2capitalpartners.com
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                                      23
                                        www.d2capitalpartners.com
Sample Resume                                                                                                                              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                                                                          24
                                                             www.d2capitalpartners.com
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                 25
                          www.d2capitalpartners.com
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                 26
                     www.d2capitalpartners.com
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                                                                               27
                                                                       www.d2capitalpartners.com
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                                              28
                                                   www.d2capitalpartners.com
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                                                                  29
                                                   www.d2capitalpartners.com
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                                              30
                                                  www.d2capitalpartners.com
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                                                        31
                                                 www.d2capitalpartners.com
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                                                32
                                              www.d2capitalpartners.com
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                     33
                              www.d2capitalpartners.com

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D2 Capital Partners: Intro To Capital Markets Careers &amp; D2 Capital Partners

  • 1. Capital Markets, D2C & You “Presentation Materials on the role of D2C and interested candidates in pursuing careers in capital markets” February 2010 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 not 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. I. Executive Summary D2 Capital Partners TABLE OF CONTENTS  D2C is an investment advisory partnership specializing in M&A, Private Equity, I. Executive Summary Venture Capital, Restructurings / Divestments, Capital Raises and more. II. Capital Markets & D2C  The experience of the D2 Capital team is one of the most dynamic and III. Capital Market Careers extensive in Vietnam with many of the members having held senior positions IV. Breaking into the Industry at various esteemed global investment banks covering a multitude of asset classes and transactions internationally and domestically. V. Appendices  Careers in capital markets offer one of the most dynamic professional experiences where one is thrust into high-level corporate situations to analyze and evaluate investment rewards and risks in various businesses models across all industries and sectors.  As such, we offer you the opportunity to experience professional capital market expertise and exposure rarely provided in Vietnam Creation ∙ Deployment ∙ Structuring www.d2capitalpartners.com
  • 4. II. Capital Markets Overview D2 Capital Partners TABLE OF CONTENTS I. Executive Summary  What are the Capital Markets?  What is Investment Advisory? II. Capital Markets & D2C  Advisors Organize the Clutter in Capital Markets III. Capital Market Careers  Venture Capital & Private Equity Investments IV. Breaking into the Industry  More on Venture Capital: Incubation  Mergers & Acquisitions (M&A) V. Appendices  Sell-Side Advisory: Managing the Capital Raising Process  Buy-Side Advisory: Capital Deployment Strategy & Execution  Restructurings & Divestments: Shedding Fat for Leaner Growth  Our Partnership Lasts Throughout the Entire Company Lifecycle Creation ∙ Deployment ∙ Structuring 4 www.d2capitalpartners.com
  • 5. 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 5 www.d2capitalpartners.com
  • 6. 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 6 www.d2capitalpartners.com
  • 7. Advisors Organize the Clutter in Capital Market Transactions… 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 7 www.d2capitalpartners.com
  • 8. 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 8 www.d2capitalpartners.com
  • 9. 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 9 www.d2capitalpartners.com
  • 10. 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 10 www.d2capitalpartners.com
  • 11. 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 11 www.d2capitalpartners.com
  • 12. 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 12 www.d2capitalpartners.com
  • 13. Restructurings & Divestments: Shedding Fat to Grow Leaner 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 13 www.d2capitalpartners.com
  • 14. 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 14 www.d2capitalpartners.com
  • 15. III. Capital Market Careers D2 Capital Partners TABLE OF CONTENTS I. Executive Summary  Looking for Growth? Enhancement?  Benefits to Capital Market Careers II. Capital Markets & D2C  Top Job Industry III. Capital Market Careers  Dynamic Compensation Schemes IV. Breaking into the Industry  Key Jobs in Capital Markets Advisory  Aspects of Capital Market Jobs V. Appendices Creation ∙ Deployment ∙ Structuring 15 www.d2capitalpartners.com
  • 16. Looking for Growth? Enhancement? D2 Capital Partners Do you fit in one or more of the following categories??  Bored with your current job?  Stuck or “capped” in your career development?  Lacking international caliber experience?  Responsible for taking over the family business but unsure of what to do or how to do it? There may be a multitude of reasons why you should consider careers in Capital Markets but to name a few…  Seeking executive level (i.e. CEO, CFO, CIO, Fund Management) career skill-sets  Desire to pursue a global career path  Want to significantly enhance competitiveness in the job field  Prefer practical experience and / or shorter time frame vs. MBA or master’s program Creation ∙ Deployment ∙ Structuring 16 www.d2capitalpartners.com
  • 17. 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 17 www.d2capitalpartners.com
  • 18. Competitive Job Industry Globally 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 18 www.d2capitalpartners.com
  • 19. 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 19 www.d2capitalpartners.com
  • 20. 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 20 www.d2capitalpartners.com
  • 21. 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 21 www.d2capitalpartners.com
  • 22. IV. Breaking into the Industry D2 Capital Partners TABLE OF CONTENTS I. Executive Summary  Preparation is Vital  Sample Résumés II. Capital Market Careers III. Capital Markets Overview IV. Breaking into the Industry V. Appendices Creation ∙ Deployment ∙ Structuring 22 www.d2capitalpartners.com
  • 23. 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 23 www.d2capitalpartners.com
  • 24. Sample Resume 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 24 www.d2capitalpartners.com
  • 25. 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 25 www.d2capitalpartners.com
  • 26. 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 26 www.d2capitalpartners.com
  • 27. 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 27 www.d2capitalpartners.com
  • 28. 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 28 www.d2capitalpartners.com
  • 29. 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 29 www.d2capitalpartners.com
  • 30. 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 30 www.d2capitalpartners.com
  • 31. 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 31 www.d2capitalpartners.com
  • 32. 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 32 www.d2capitalpartners.com
  • 33. 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 33 www.d2capitalpartners.com