d2 capital partners: intro to capital markets careers & d2 capital partners
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D2 Capital PartnersCreation ∙ Deployment ∙ Structuring
Capital Markets, D2C & You
February 2010
“Presentation Materials on the role of D2C and interested candidates inpursuing careers in capital markets”
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersOnshore Access • Global Platform
D2 Capital is an independent, privately owned, investment and advisorypartnership. It is active across the spectrum of investment assets whilstsimultaneously applying he accumulated global capital market experience of itsteam to a diverse range of advisory situations. D2C is not encumbered byconvention. 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 withdeployment of capital
III. Structuring – we structure the best-fit, most effective andinnovative solutions
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersI. Executive Summary
TABLE OF CONTENTS
I. Executive Summary
II. Capital Markets & D2C
III. Capital Market Careers
IV. Breaking into the Industry
V. Appendices
D2C is an investment advisory partnership specializing in M&A, Private Equity,Venture Capital, Restructurings / Divestments, Capital Raises and more.
The experience of the D2 Capital team is one of the most dynamic andextensive in Vietnam with many of the members having held senior positionsat various esteemed global investment banks covering a multitude of assetclasses and transactions internationally and domestically.
Careers in capital markets offer one of the most dynamic professionalexperiences where one is thrust into high-level corporate situations to analyzeand evaluate investment rewards and risks in various businesses models acrossall industries and sectors.
As such, we offer you the opportunity to experience professional capitalmarket expertise and exposure rarely provided in Vietnam
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersII. Capital Markets Overview
4
What are the Capital Markets? What is Investment Advisory? Advisors Organize the Clutter in Capital Markets Venture Capital & Private Equity Investments More on Venture Capital: Incubation Mergers & Acquisitions (M&A) 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
TABLE OF CONTENTS
I. Executive Summary
II. Capital Markets & D2C
III. Capital Market Careers
IV. Breaking into the Industry
V. Appendices
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
• Real Estate
• Venture Capital
• Private Equity
• Currencies
• Commodities
• Swaps
• Futures
• Options
• Warrants
• Convertible Securities
• Treasury Bonds
• Corporate Bonds / Debentures
• Commercial Paper
• Bankers Notes
• Stocks
• American Depository Receipts (ADRs)
• Exchange Traded Funds (ETFs)Equity
FixedIncome
AlternativeAssets
Derivatives
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
We advise on transactions across nearly all asset classes…
What are the Capital Markets?
5
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
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
Creating access to capital and investment opportunities…
What is Investment Advisory?
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BUYER:Private Company
Public CorporationInvestment Fund
SELLER:Private Company
Public CorporationInvestment Fund
TRANSACTION:Mergers & Acquisitions
Leveraged BuyoutInitial Public Offering
Secondary Market TradePrivate Equity
Venture Capital
Sell-SideAdvisor
Buy-SideAdvisor
Sell-SideAdvisory
Buy-SideAdvisory
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
CLIENT
CREDITORS
ACCOUNTANTS
LAWYERS
CONSULTANTS
Myriad of Services… We Manage, Structure & Package…
INVESTMENTADVISOR
CREDITORS
ACCOUNTANTS LAWYERS
CONSULTANTS
Advisors Organize the Clutter inCapital Market Transactions…
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CLIENT
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
PURPOSE: Raising growth capital: At the earliest stages of the life-cycle
Forging synergistic relationships betweencompanies
Structure financial investment partnerships toprepare a company for IPO exit
D2C ROLE: We act as both advisors tobuyers and sellers, management in ourprinciple investments and consultants inpost-deal monitoring services
COUNTERPARTIES: We advise companiesin raising capital or advise private equityinvestors in their deployment strategy.
PROCESS: We in assist in designingbusiness plans, writing informationmemorandums, building financial modelsand drafting term sheets
Start-upGrowth
CompanyCash Flow
Positive
From VC to PE, we help accelerate the growth paththrough growth capital raises…
Venture Capital involves start-up and early stagecompanies requiring funds for growth
Seller
FinancialInvestment
StrategicPartnership
Private Equity involves private profitable companiesseeking expansion capital or strategic partnerships
Venture Capital & Private EquityInvestments
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Leveraging Vietnam’s Entrepreneurial Spirit Aiming to be the leading business partner
NewVenture
DomesticPartners
Investors
ForeignPartners
ProfessionalManagement
More on Venture Capital: Incubation
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PURPOSE: Create and start new ventures
D2C ROLE: Apply creative intelligence,vast network and market knowledge tostarting, funding and managing newventures
COUNTERPARTIES: Foreign / domesticinvestment funds, domestic / foreigncompanies, local / expat professionalexperts / management
PROCESS: Develop the business plan,build financial forecasts, research thetarget market, hire management team,establish local and foreign partnerships,obtain licensing, connect customers andraise venture capital.
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
PURPOSE: Assist global / domesticcompanies structure partnerships via: Direct purchase of ownership
Issuance of new shares for growth capital
Setup of new Joint Ventures
D2C ROLE: We act as advisors to eitherthe buyer seeking acquisition targets orsellers requiring strategic partners
COUNTERPARTIES: Transactions involveglobal and / or domestic companiesacting as either buyers / sellers
PROCESS: The scope of work requiresextensive preparation of investordocumentation, regulatory filings,financial due diligence, marketingmaterials and road-shows spanningmany months and even beyond a year
CompanyA
CompanyB
CompanyA-B
To partake in Vietnam’s across-the-board growth curve,strategic interest is driving M&A demand…
MERGERS are the combination of two companies into onelarger entity…
Acquirer
Target A
(90% Stake)
Target B
(100% Stake)
Target C
(70% Stake)
ACQUISITIONS are the purchases of part or all of an assetor company by another company…
Mergers & Acquisitions (M&A)
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Sell-Side Advisory: Managing the CapitalRaising Process
DOCUMENT PREP (3 – 4 WEEKS):
• Draft Business Plan / Investment Memo
• Financial Forecasts
• Valuation Model
MARKETING PREP (1 – 2 WEEKS):
• Finalize Potential Buyers List
• Draft Teasers
• Write and Coach Investor Presentation
MARKETING (3 – 4 WEEKS):
• Teaser Dissemination
• NDA & Investor Document Release
• Presentation to Investors
BIDDING PROCESS (1 – 2 WEEKS):
• Determination of Final Round Investors
• Draft Term Sheet
• Coordinate Investor Due-Diligence
DUE-DILIGENCE (6 – 12 WEEKS):
• Management Meetings
• Facility Tours
• Data Room Visits
NEGOTIATIONS (2 – 4 WEEKS):
• Finalize Purchase Agreements
• Finalize Shareholder Agreements
• Obtain regulatory approvals
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TOTAL TIME FRAME:16 – 28 WEEKS
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Buy-Side Advisory: CapitalDeployment Strategy & Execution
12
INDUSTRY / SECTOR ANALYSIS:• Determine industry / sector trends• Segment value-chains• Identify growth drivers
TARGET MAPPING:• Categorize key players• Matrix SWOT and comparable metrics• 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
Locking inthe Target!!!
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
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)
Ca$h Proceeds
Sometimes more is less; Allocate capital where it grows best
Restructurings & Divestments:Shedding Fat to Grow Leaner
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Post-AssetDisposal
Pre-AssetDisposal
Non-Core Asset
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Our Partnership Lasts Through-outthe Entire Company Lifecycle
Venture Capital
• Start-Up
• Early Stage
Private Equity
• Capital Raise
• Strategic Partnership
Listing
• Initial Public Offering(IPO)
• Secondary Issuance
M&A
• Takeovers
• Carve-outs
• Consolidation
Restructurings /Divestments
• Asset Disposal
• De-listing
• Privatization
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersIII. Capital Market Careers
15
Looking for Growth? Enhancement? Benefits to Capital Market Careers Top Job Industry Dynamic Compensation Schemes Key Jobs in Capital Markets Advisory Aspects of Capital Market Jobs
TABLE OF CONTENTS
I. Executive Summary
II. Capital Markets & D2C
III. Capital Market Careers
IV. Breaking into the Industry
V. Appendices
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
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?
Do you fit in one or more of the following categories??
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
There may be a multitude of reasons why you should consider careers in Capital Markets but to name a few…
Looking for Growth? Enhancement?
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
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
EXPERIENCE = VALUE
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
VALUE CREATES OPPORUNITY
Benefits to Capital Market Careers
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
“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
Competitive Job Industry Globally…
Commodity Job Locally…
Competitive Job Industry Globally
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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 ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
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
One of the Most Lucrative Careers…
Bonus compensation based on performance while salaries highly competitive with mostother professional industries
Given its low base, Vietnam’s capital markets have potential for high growth and hencehigher 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 toenhance their Vietnam coverage
Fortunately, opportunities in Vietnam do exist…
Dynamic Compensation Schemes
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersKey Jobs in Capital Markets Advisory
Roles DescriptionSkill-sets ,Personalities &
Traits
Advisory /Corporate
Finance
• Work directly with companies• Structure transactions• Originate investments• Analyze valuations• Focus on primary markets
• Diligent and focused• Willing to work long hours• Business model oriented• Opportunistic
InstitutionalSales
• Manage relationships with investment funds• Initiate investment ideas and strategies withinvestors• Focus on secondary markets
• Sociable• Early birds• Sales oriented• Articulate• Opportunistic
Trading
• Manage principle positions’ risk• Create liquidity – Market makers• Focus on secondary markets
• Quick thinking• Quantitative prowess• Calm and decisive• Disciplined behavior• Early birds
Research
• Focus on secondary markets• Recommend investments• Create visibility of companies• Provide impartial advice• Analyze valuations
• Analytical expertise• Theoretical aptitude• Superb verbal dexterity• Opinionated
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersAspects of Capital Market Jobs
Qualitative Analysis
• Research Industries
• Evaluate strategies
• Analyze business models
• Write business plans / offeringmemorandums & prospectuses
Structuring
• Transaction legality
• Terms & Conditions
• Investor protections
• Hybrid financing
• Imbedded derivatives
Quantitative Analysis
• Valuation Models
• Financial Forecasts
• Earnings Models
• Quant Models
Sales & Marketing
• Pitch book presentations
• Networking (investors, execs)
• Meet company executives
• Investor / company road shows
• Attend / host conferences
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersIV. Breaking into the Industry
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Preparation is Vital Sample Résumés
TABLE OF CONTENTS
I. Executive Summary
II. Capital Market Careers
III. Capital Markets Overview
IV. Breaking into the Industry
V. Appendices
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
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 onthe-job; in fact, many finance professionals have non-finance backgrounds (i.e. engineering, pharmacy)
ESTABLISH FUNDAMENTAL KNOWLEDGE
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 havingthe experience and skills at the beginning is a sure way to improving your chances of being hired. Havinga polished resume is key to being an outlier in the application process.
ACCUMULATE INDUSTRY RELEVANT EXPERIENCE & SKILLS
Preparation is Vital
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersSample Resume
John Smith <> 9999 Cherry Boulevard <> Cambridge, MA XXXXX <> USA<> (001) (555) 555-5555 <> John.Smith52@gmail.comEDUCATION:Top University – B.A. Economics [Cambridge, MA 9/2005 - 6/2009]Cumulative GPA: 3.9 Major GPA: 4.0Top University of Singapore, Education Abroad Program [Singapore 8/2006 - 12/2006]CFA Level I CandidatePROFESSIONAL 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.
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersV. Appendices
With more than forty years of combined, international, capitalmarket experience, D2C is defined by Capital :
Creation
Deployment
Structuring
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersThe Scope of Our Partnership
VC and PE Investment
Business Plan Preparation
Capital Structuring
Deal Negotiation
Due Diligence
Industry Mapping & Competitive Analysis
Post Deal Monitoring
Strategic Advisory
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Units inUSD bn
1H 2009M&A
1H 2008M&A
% Change
World 914.04 1,573.33 -41.9%
USA 289.36 569.07 -49.2%
China 38.29 62.33 38.6%
SE Asia 18.56 49.94 -62.8%
Vietnam 0.23 0.471 -50.7%
0
5
10
15
20
0
500
1000
1500
2000
2003 2004 2005 2006 2007 2008
USD
mill
ion
s
Total Value (USD mn) Average Deal Value
Vietnam M&A Slowdown… Declining Capital Flows…
-22.5% YoY
-61.5% YoY
-76.3%YoY
-
10.0
20.0
30.0
40.0
50.0
60.0
China SE Asia Vietnam
USD
mill
ion
s
Average M&A Deal Size 1H 2009 Average M&A Deal Size 1H 2008
Shrinking Size …-38.6% YoY
-62.8% YoY
-50.7%%YoY
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
China SE Asia Vietnam
USD
mill
ion
s
Transaction Value (1H 2009) Transaction Value (1H 2008)
Vietnam Has Seen V Little …
Poor Access + Uncertain Legal Framework =
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SOURCE: Reuters, Price Water House Coopers, D2C Research
Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Background
CONTEXT:Strategic Investors in Education, Media, Alternative Energyand Construction Materials, sought / seeking potential JVand / or M&A targets in Vietnam.
PREPARATION:Macro Overview Industry Analysis Sub-sector analysis Competitive Analysis Target DD
STRUCTURE: Potential JVsM&A
EXECUTION: Industry / Sector mapping, interviews Potential JV Partner / Target Negotiations
Lack of information hindering dealsrequiring strategic investors to pay forprofessional insight and intelligence.
Companies providing better cooperationcalm investor concerns
Strategic Investors are actively preparingfor potential partnerships and so shouldinterested companies: improve your rankingon investors’ list of priorities!
Easing Investor Pain Strategic sales still attractive
30.40%
21.70%26.20%
13.10%
4.30%4.30% IPO
Trade Sale
Secondary Sal
MBO
Refinancing
Other
Key Takeaways
Case Study 1: Proactive Preparation
Most Attractive /Achievable Exit Strategy
SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Background
CONTEXT:FMCG distributor & retailer sought equity capital raise toexpand into mass distribution. Regulatory hindrances insensitive sector to foreign participation required extensiveprofessional advice. Transaction closed in <3 months
PREPARATION: Investment Teaser Business Plan Formulation Detailed Forecasts & Valuation Model
STRUCTURE: Straight Equity Convertible Bond (Loan) Bridge FinancingCall Option for Ownership Rights to FMCG Co.
EXECUTION: Investor Road Show Term Sheet Discussions
International caliber work and documentpacks enhanced management credibility
Professional sell-side advisory servicesensured necessary provision of informationto investors for faster decision turnaround
Structuring advice provided multiplesolutions to potential deal killers
Coaching of management enhancednegotiation techniques with investors
Appear Serious Addressing Investor Concerns
22.40%
18.40%
14.30%
12.20%
10.20%
8.20%
4.10%
4.10%
4.10%
2.00%
Transparency in business activities
Operational / Cultural Fit
Growth story / Forecasts
Target's management support
Strategic fit
Cash flow
Speed which value can be created
Tax shields and investment savings
Brands / Products
Track record
Key Takeaways
Case Study 2: Professional Help
Investor Concerns WhenInvesting in Vietnam
SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Background
CONTEXT:Professional Services Company sought capital raise withstructured equity bonus conversion feature.
PREPARATION: Investment Teaser Business Plan / Investment Memorandum DraftingInvestor Presentation & Coaching Detailed Forecasts & Valuation Model
STRUCTURE: Standard Terms & Conditions Convertible Bond KPI Benchmark Bonus Equity Kicker
EXECUTION: Investor Road Show Term Sheet Structuring Negotiations
67%
13%
8%
8%
4% IRR obtained on exit
Dividends received
Successful integration
Improved revenue
Cost savings
Structuring Investor Returns Returns Attract Investors
Detailed strategy & model frame-workedand expedited discussions
Management flexibility and rationalityinstilled greater trust in management
Return windfall protection alleviatedinvestor concerns
KPI benchmark linked performance ensuredalignment of interests with investor
Key Takeaways
Case Study 3: Flexible Pricing
Measuring InvestmentSuccess in Vietnam
SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital Partners
Background
CONTEXT:Well established and rapidly growing services companysought equity capital for new venture; however, clause inshareholders agreement from previous investor presentedconsiderable risk and liability to new investors.
PREPARATION: Investment Due Diligence ReportModel Assumptions Sensitivity Testing Legal Due Diligence Report
STRUCTURE: Standard Terms & Conditions Straight Equity at Holdings Group LevelMBO / LBO carve out at Subsidiary Level
EXECUTION: Location Inspections D2C Supported Negotiations
Unwillingness to provide full transparency on legaldocuments can endanger deal
Eventual cooperation by management lead to apartnership with the new investor for MBO / LBOof existing shareholders in Holdings subsidiary
Offshore investors now requiring extensiveprofessional due diligence support and buy-sideadvisory services.
Third party post-deal monitoring also becoming ofgreater importance to offshore investors withlimited man power, experience and resources in VN
The Truth Reveals Itself Being fair and open matters
21.40%
21.40%
18.70%
11.40%
11.40%
15.70%
Corporate Governance
Skills / Experience ofexisting managementLack of transparency
Finance / debt issues
Key Takeaways
Case Study 4: Corporate Governance
Important InvestmentConsiderations / Factors
SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersBackground Information
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 allocatingcapital 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 KelloggSchool of Management (Northwestern University, Chicago).
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Creation ∙ Deployment ∙ Structuringwww.d2capitalpartners.com
D2 Capital PartnersContact Information
Vietnam Office:5th Floor, Nam Minh Long Building61A Vo Van Tan, District 3HCMC, Vietnamwww.d2capitalpartners.com
Spencer White, Managing PartnerEmail: sdw@d2capitalpartners.comMobile: +84-907-009-112Ian Nguyen, Vice PresidentEmail: ian@d2capitalpartners.comMobile: +84-934-164-716
Christian Leitzinger, Managing PartnerEmail: cwl@d2capitalpartners.comMobile: +84-902-250-393Tat Sun Ho, Vice PresidentEmail: tat@d2capitalpartners.comMobile: +84-121-728-8080
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