- Adding value trough execution -




                                    -1-
What is B&S?



                                                                      serving clients
                                                                        to avoid or
                                                  we are a risk
                                                                      handle “good
                                                  management
                                                                     company – bad
                                                   boutique
                                                                     balance sheet”
We provide practical action oriented                                     situations
risk management solutions,
to safeguard the                        a venture of                              a market
                                       Guido Schlösser                          dominated by
financial position and                    and Rob                                 the credit
                                          Boemen                                   bubble
achieve results, for our clients,
who find them self’s in a
distressed business environment.
                                                  confidentiality     we operate
                                                 is our license to    along 3 risk
                                                     operate           solutions




                                                                                               -2-
Good company – bad balance sheet



                Focused protection of your reputation through:


                   Credibility we execute high impact dossiers

                   Stakeholders’ trust we structure transparent management

                    information

                   Business continuance we tackle the refinancing risk taken the

                    credit bubble




                                                                                    -3-
Market & the credit bubble
We see:
• Refinancing risk will increase substantially over the next five years
• Business resizing will be driven by regulatory and public pressure
• Transparency on governance and risk profile management will become the standard


Maturity Profile –                                                 Maturity Profile -
US and European Leveraged Finance Markets                          European LBO Debt




                                                                  "JP Morgan expects the cumulative default rate for the next five
                                                                   years to reach 40% of all outstanding high yield and bank debt
                                                                                                                         market"
 Data: Credit Suisse, assuming tradable leveraged loan universe

                                                                                                                               -4-
3 risk & governance solutions




                             • Restructure the money machine to improve margins, cost base and tax benefits
High impact dossier
services                     • Hands-on issue management to avoid reputation loss
       protect credibility
                             • Assess business investments and capital expenditures




In-control structuring       • Eliminate checks & balances deficiencies in governance & controlling
services
    protect stakeholders’    • Assure effective and efficient financial reporting to stakeholders
                    trust    • Embedding international accounting and reporting standards




Debt restructuring           • Financial distress situation response to avoid bankruptcy
services
                             • Execution of workout - out of court restructuring
         protect business
             continuance     • Support and negotiation (re)financing




                                                                                                              -5-
High impact dossiers




                     • Make cash flows transparent and improve cost base profile
   Restructure the
                     • Provide buy, hold or sell business investment decision taking information
   money machine
                     • Reduce effective tax rate




                     • Clean up balance sheet
   Hands-on issue
    management       • Solving stock control -, tax- , litigation-, recovery,- contingency issues
                     • Support crisis management




                     • Merger and acquisitions: managing the assumed synergies
      Project and
                     • Quality assurance: continues risk tracing and budget control
  program control
                     • Merger and (de)investment work out




                                                                                                    -6-
In-control structuring




                       • Change management to (re)structuring the governance & controlling organization
  Checks & balances    • Define and assure compliance management and trading mandate framework
                       • Stress testing effectiveness risk control framework and improvement




                       • Improving the risk control effectiveness and time window of the process of
                         financial reporting
 Financial reporting
                       • Execute implementation management letter internal and external auditor
                       • Provide supplementary management & board information to stakeholders



                       • First time adoption of financial reporting standards
      International
        accounting     • Financial instruments IAS 7, IAS 39
         standards
                       • Consolidation and Joint ventures




                                                                                                          -7-
Debt Restructuring



                       • Forensic analysis when performance has collapsed

  Financial distress   • Reviewing long term plans, capital projects, business assessments and valuation and
         situations      preparing and managing data rooms
                       • Analysis cash flow generating capacity and action taking




                       • Dealing with Stakeholders be it Pension Trustees, workforce councils shareholders, bondholders,
                         auditors, regulators and governments

Execution workouts     • Restore balance sheet
                       • Asset and/or company disposals / Dispute & Insolvency resolution




                       • Dealing with Financiers: preparation of information for banks, investors, help with
Support refinancing
                        refinancing negotiations and obtaining the best terms and covenants.



                                                                                                                           -8-
Ve n t u r e



           Rob Boemen
                                  • Working experience in operational and financial restructuring
      Master and bachelor
 degrees in Economics and         • Managerial positions with Arthur Andersen (audits and special investigations),
               Accounting
                                   British Vita Benelux (CFO), ENECO Energy (Director Risk Management).
  Member Royal Dutch Institute
     of Chartered Accountants     • In 2007 started own practice serving clients amongst others in closed end real
  Member American Institute of
              internal auditors    estate funds (Market regulation affairs) and international agri commodity trading
                                   business (Global group control).




      Guido Schlösser             • Working experience in operational restructuring, strategy and M&A
       Master in Science
 Economics and Marketing
                                  • Board positions with ICI (chemicals) (Finance & IT Director), Royal Pakhoed
                                   (Storage & Distribution) (Group Controller), Reliant Energy (Energy) (CFO),
                                   Samas (office furniture) (CFO) and Nidera (soft commodity) (COO).




                                                                                                                       -9-
w w w. b n s r i s k m a n a g e m e n t . c o m

B&S

  • 1.
    - Adding valuetrough execution - -1-
  • 2.
    What is B&S? serving clients to avoid or we are a risk handle “good management company – bad boutique balance sheet” We provide practical action oriented situations risk management solutions, to safeguard the a venture of a market Guido Schlösser dominated by financial position and and Rob the credit Boemen bubble achieve results, for our clients, who find them self’s in a distressed business environment. confidentiality we operate is our license to along 3 risk operate solutions -2-
  • 3.
    Good company –bad balance sheet Focused protection of your reputation through:  Credibility we execute high impact dossiers  Stakeholders’ trust we structure transparent management information  Business continuance we tackle the refinancing risk taken the credit bubble -3-
  • 4.
    Market & thecredit bubble We see: • Refinancing risk will increase substantially over the next five years • Business resizing will be driven by regulatory and public pressure • Transparency on governance and risk profile management will become the standard Maturity Profile – Maturity Profile - US and European Leveraged Finance Markets European LBO Debt "JP Morgan expects the cumulative default rate for the next five years to reach 40% of all outstanding high yield and bank debt market" Data: Credit Suisse, assuming tradable leveraged loan universe -4-
  • 5.
    3 risk &governance solutions • Restructure the money machine to improve margins, cost base and tax benefits High impact dossier services • Hands-on issue management to avoid reputation loss protect credibility • Assess business investments and capital expenditures In-control structuring • Eliminate checks & balances deficiencies in governance & controlling services protect stakeholders’ • Assure effective and efficient financial reporting to stakeholders trust • Embedding international accounting and reporting standards Debt restructuring • Financial distress situation response to avoid bankruptcy services • Execution of workout - out of court restructuring protect business continuance • Support and negotiation (re)financing -5-
  • 6.
    High impact dossiers • Make cash flows transparent and improve cost base profile Restructure the • Provide buy, hold or sell business investment decision taking information money machine • Reduce effective tax rate • Clean up balance sheet Hands-on issue management • Solving stock control -, tax- , litigation-, recovery,- contingency issues • Support crisis management • Merger and acquisitions: managing the assumed synergies Project and • Quality assurance: continues risk tracing and budget control program control • Merger and (de)investment work out -6-
  • 7.
    In-control structuring • Change management to (re)structuring the governance & controlling organization Checks & balances • Define and assure compliance management and trading mandate framework • Stress testing effectiveness risk control framework and improvement • Improving the risk control effectiveness and time window of the process of financial reporting Financial reporting • Execute implementation management letter internal and external auditor • Provide supplementary management & board information to stakeholders • First time adoption of financial reporting standards International accounting • Financial instruments IAS 7, IAS 39 standards • Consolidation and Joint ventures -7-
  • 8.
    Debt Restructuring • Forensic analysis when performance has collapsed Financial distress • Reviewing long term plans, capital projects, business assessments and valuation and situations preparing and managing data rooms • Analysis cash flow generating capacity and action taking • Dealing with Stakeholders be it Pension Trustees, workforce councils shareholders, bondholders, auditors, regulators and governments Execution workouts • Restore balance sheet • Asset and/or company disposals / Dispute & Insolvency resolution • Dealing with Financiers: preparation of information for banks, investors, help with Support refinancing refinancing negotiations and obtaining the best terms and covenants. -8-
  • 9.
    Ve n tu r e Rob Boemen • Working experience in operational and financial restructuring Master and bachelor degrees in Economics and • Managerial positions with Arthur Andersen (audits and special investigations), Accounting British Vita Benelux (CFO), ENECO Energy (Director Risk Management). Member Royal Dutch Institute of Chartered Accountants • In 2007 started own practice serving clients amongst others in closed end real Member American Institute of internal auditors estate funds (Market regulation affairs) and international agri commodity trading business (Global group control). Guido Schlösser • Working experience in operational restructuring, strategy and M&A Master in Science Economics and Marketing • Board positions with ICI (chemicals) (Finance & IT Director), Royal Pakhoed (Storage & Distribution) (Group Controller), Reliant Energy (Energy) (CFO), Samas (office furniture) (CFO) and Nidera (soft commodity) (COO). -9-
  • 10.
    w w w.b n s r i s k m a n a g e m e n t . c o m