CAPITAL AND EXPERIENCE TO GROW YOUR BUSINESS. Investment advisory services Corporate presentation

Transcription

1 AT L A S A D V I S O RS CAPITAL AND EXPERIENCE TO GROW YOUR BUSINESS Investment advisory services Corporate presentation 2017

2 About us Atlas is a unique investment advisory firm, combining deep corporate finance experience, debt restructuring and strategic consulting, earned at blue-chip local and international organizations Expertise in 4 industry verticals and involvement of international experts in: - FMCG, Food & Retail - Agriculture - Real Estate - Healthcare Clients receive support at every step of the company lifecycle, which allows us to become long-term partners and focus on the ultimate goal, business value creation Our business is based on fee-for-performance model, which allows our clients to pay for achieved results, not Powerpoint slides 2

3 Atlas Advisors team Artemiy Yershov Partner Alexey Rashchupkin Managing Partner Andriy Gubachov Head of IB Experience Over 20 years of experience in commercial and investment banks. Among other positions, Artemiy has held senior positions in JSC Oshchadbank and also headed Troika Dialog in Ukraine, where he was responsible for the entire product range, from sales & trading to investment banking. Experience 20 years of private equity and investment banking experience, most recently as Head of IB team in Sberbank / Troika Dialog Ukraine, where Alexey oversaw debt restructuring business and led several M&A transactions in Agriculture, Food Processing, Manufacturing, and Oil & Gas sectors. Prior to that, Alexey spent 8 years at Sigmableyzer Investment Group. Experience 9 years of investment banking experience, most recently at Sberbank / Troika Dialog Ukraine, where Andriy was responsible for execution of debt restructuring and M&A transactions across the FMCG, Real Estate, Agriculture, Chemicals, Oil & Gas sectors. Prior to that, Andriy worked at investment banking arms of VTB Group and Alfa Group in Ukraine. Education Kiev National Economic University, MA Specialization Fundraising: debt and equity M&A Sales & trading Government relations Education Purdue University, MBA Kharkov Engineering and Economics University, MA Kharkov Aviation University, MA Specialization Debt restructuring M&A, financial, tax, and legal due diligence Fundraising: debt and equity Education Duke University, MA Kyiv School of Economics, MA Kyiv Mohyla Academy, BA Specialization Debt restructuring M&A, financial, tax, and legal due diligence Fundraising: debt and equity 3

4 Industry expertise FMCG, Food & Retail Agriculture Industry expertise Healthcare Note: companies may represent not only Atlas Advisors current clients, but also prior experience of the team 4

5 Shareholder Value We offer support at all stages of shareholder value growth path Public offerings of shares IPO/SPO M&A: strategic sale M&A: Financial investor, private equity funds Public offering of bonds / Eurobonds Attraction of syndicated loans of international banks, LMA standard Attraction of bank loans Business Angels / Venture Funds Start-up Developing company National-level company Company lifecycle 5

6 Our services Capital raising Debt restructuring M&A and investment advisory Strategy development New export market entry Operating efficiency improvement Debt capital raise from financial investors, including EBRD, IFC Search for strategic and financial equity investors Improvement of investment attractiveness by optimizing IFRS accounting, corporate governance, legal and tax structure, investment transparency Restructuring of debt obligations Three-way transactions of buying out corporate debt at a discount from the old creditor with the funds from a new creditor Acquisitions: development of an investment thesis, search of targets, commercial, legal, financial and tax due diligence, execution of transaction documents and closing Company sale: financial, tax, and legal restructuring, preparation of marketing materials, negotiations, execution of transaction documents and closing Local and global sector research, involvement of international market experts Evaluation of competitive landscape, definition of competitive advantages Analysis of strategic options, financial modeling and identification of the optimal model Validation of product competitiveness on international markets Understanding of foreign regulatory environment, certifications, and other barriers Search of potential clients, organization of sales process, and execution of agreements Business process analysis and identification of bottlenecks, efficiency improving initiatives Testing and assessment of new improvement initiatives Cash flow optimization via improvement of purchasing, logistics, and production processes 6

7 Selected transactions: equity & debt fundraising «Мегамолл» shopping center LLC «Novotech-Terminal» Loan advisory In progress Loan advisory In progress Loan advisory $12 mln Exclusive advisor 2017 Exclusive advisor 2016 Exclusive advisor Loan advisory $20 mln New share sale and sale of controlling interest $69 mln Exclusive advisor Exclusive advisor Note: companies may represent not only Atlas Advisors current clients, but also prior experience of the team 7

8 Selected M&A transactions ПАТ Рудьківське Acquisition of a 100% stake Sale of a 100% stake Sale of a controlling stake Acquisition of 100% stake Exclusive advisor to the buyer Exclusive advisor to the Group of companies Agrodim Exclusive advisor to TBIF Financial Services Exclusive advisor to the buyer Acquisition of 100% stake Agro-Alpha Acquisition of 100% stake Acquisition of 100% stake in Vinal Agro Acquisition of 100% stake Exclusive advisor to the buyer Exclusive advisor to the buyer Exclusive advisor to the buyer Exclusive advisor to the buyer Note: companies may represent not only Atlas Advisors current clients, but also prior experience of the team 8

9 Selected debt restructuring transactions Nikmorservice Fozzy Eurofinance Inkerman Ukrlandfarming Kvadrat Debt restructuring: Redemption with a discount Debt restructuring: Redemption with a discount Debt restructuring Debt restructuring Debt restructuring Debt restructuring $19 mln. $98 mln. $45 mln. circa $20 mln. $65 mln. circa $32 mln Financial adviser Financial adviser Financial adviser Financial adviser Financial adviser Financial adviser Number of creditor banks Term extension Grace period none none 5 years 18 months up to 10 years 1-5 years none none 9 months 6-9 months 6-12 months 6-12 months Agro-Soyuz Amstor Dakor Pakko System technologies Rise Debt restructuring Debt restructuring Debt restructuring Debt restructuring Debt restructuring Debt restructuring circa $20 mln. $25 mln. $65 mln. $100 mln. $150 mln. $240 mln Financial adviser Financial adviser Financial adviser Financial adviser Financial adviser Financial adviser Number of creditor banks Term extension Grace period years 5 years 5 years 8 years 5 years 5 years 12 months 12 months 12 months 12 months 12 months 12 months Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team 9

10 Appendix: examples of our transactions 10

11 Example transaction: Acquisition of 100% share in Agro-Alfa and Rise groups for Ukrlandfarming In 3Q2010-1Q2011, Sberbank CIB team acted as an exclusive financial advisor to Ukrlandfarming for acquisition of Agro-Alfa and Rise groups of companies Both deals were closed in several months from the start of negotiations in a prompt process with very tight deadlines Sberbank CIB advised the client during due diligence procedures, signing of term sheets and share sale & purchase agreements, closing of the transaction as well as in negotiations with their creditors Apart from the key assets, the purchased groups brought into ULF superior expertise in milk cattle (Agro-Alfa) as well as in sugar production and agricultural inputs (Rise) These acquisitions helped create a leading agricultural holding in Ukraine in terms of assets and operating performance Acquisition of 100% stake January 2011 Exclusive advisor to the buyer Acquisition of 100% stake November 2010 Exclusive advisor to the buyer Key Assets of the Groups Key Financial Indicators for 2009, $ mln. Agro-Alfa 74 ths ha of cultivated land in Poltava region 23 ths heads of milk and meat cattle More than 35 ths tons of milk produced in 2010 One of the most developed milk herd and milking process in Ukraine 5 years of audit by Big4 auditors Rise 176 ths ha of cultivated land The largest sugar plant in Ukraine with annual capacity of 140 ths tons of beet sugar (produced more than 100 ths tons in 2009) Two new silos with total grain storage capacity of 550 ths tons Network of 43 distribution centers across Ukraine Agro-Alfa Rise Revenue EBITDA % margin 29.8% 34.8% Operational profit % margin 19.8% 18.8% Net debt Source: Companies data Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team 11

12 Example transaction: sale of VAB Bank In late 2010, TBIF Financial Services, a part of Kardan N.V. and the controlling shareholder of VAB Bank, decided to sell its shares in the bank, mandating Sberbank CIB as an exclusive financial advisor The sale was preceded by additional capital infusion by TBIF in December 2010 to improve financial condition of the bank. Minority shareholders of the bank retained their position Sberbank CIB set up a competitive process to seek a strategic investor. As a result, one of the potential investors was invited to conduct a legal and financial due diligence Based on results of due diligence executed under tight deadlines parties successfully closed the deal The consideration for the transaction amounted to UAH 550 mln, reflecting the total capital increase approved in December 2010 Strategic sale of VAB Bank to the group of investors January 2011 Financial advisor to TBIF Financial Services Key strengths of the bank #4 among private non-captive banks Nation-wide coverage Well defined strategy as an innovative financial institution with western-style distribution network Focused on the most lucrative segment, in which the bank has competitive advantage Key financial indicators as of , $ mln. Assets 815 Equity 67 Retail loans, net 167 Corporate loans, net 458 Provisions/gross loans 19% Retail deposits 365 Corporate deposits 237 Source: Association of Ukrainian Banks Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team 12

13 Eurofinance, debt restructuring In 2016 the group of companies "Eurofinance" engaged Atlas Advisors for the process of restructuring the group's loan portfolio, including a portion of it at VTB Bank For the group, VTB Bank was the third largest creditor. Three companies of the group were borrowers, which, together with a large number of restrictions in a form of covenants and cross-guarantees, made the process of restructuring of the debt to larger creditors significantly complicated. At the time of the restructuring, an amount of liabilities of Eurofinance to VTB Bank reached $45 mln. As a result of negotiations with the lender, Atlas Advisors have reached the following conditions for restructuring: - Reduction of the total amount of debt to $13.5 mln., debt conversion into UAH - Transfer of all payment obligations to one company of the group - 5 years maturity, non-linear depreciation - Interest rate 0.01% - Gradual release of collateral and cancellation of the total amount of debt in proportion to the payment of a new debt amount of $13.5 mln. on a semi-annual basis - Call-option for prepayment with an additional discount of 50% Restructuring plan Harbor business Borrower 1 $45 mln. Scrap metal business Borrower 2 Borrower 3 Harbor business Borrower $13.5 mln. Debt restructuring $45 mln Financial advisor Scrap metal business Pledger collateral VTB Bank collateral VTB Bank Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team 13

14 Kvadrat, debt restructuring In 2014 shareholders of shopping malls "Kvadrat" in Kiev engaged Atlas Advisors for the restructuring the group's loan in Ukrsotsbank The company includes three shopping malls "Kvadrat": Druzhby Narodiv boulevard, GLA 3.7 thsd. sq. m.; Slavy sq., GLA 2.7 thsd. sq. m.; Dovzhenko st., GLA of 0.8 thsd. sq. m. The debt $32 mln. of the Company was fully denominated in USD. Despite the preferential interest rate for the previous restructuring process, which was made in Ukrsibbank in 2010, this fact made the amount of debt unsustainable for the company as a result of another round of devaluation. As a result of negotiations with the lender, Atlas Advisors have reached the following conditions for restructuring: - Debt conversion into UAH - Privileged interest rate so that the company's operating cash flow will be sufficient to service and repay the loan under the new schedule - Increase of repayment term to 22 years Debt restructuring $32 mln Financial advisor Key financial indicators $ mln Revenue Lease Compensation from leaseholders OPEX NOI Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team 14

15 PAKKO Holding, acquisition and restructuring In 2010 Troika Dialog acted as a financial advisor to STC on an acquisition of the retailer Pakko Holding. At the time of the acquisition Pakko Holding was the leading retail chain in Western Ukraine by the number of stores (56 stores). The basic format is supermarkets "Pakko (average area of the store: 1 thsd. sq. m.) and corner-shops "Vopak. After the acquisition Pakko Holding was merged with the retail chain Favorit. The united company includes up to 142 stores. A part of the stores were optimized in order to increase profitability. Acquisition PAKKO Holding for STC 2010 Debt restructuring PAKKO $40 mln Merger with Favorit Debt restructuring Favorit $60 mln Troika Dialog restructured the debt of both Pakko Holding and Favorit. As a result, the united Pakko Holding received a serviced level and an amortization schedule of debt obligations. Financial advisor of the buyer Financial advisor Financial advisor Financial advisor Main achievements of restructuring The store map as a result of the merger The debt of Pakko Holding at the time of acquisition was about $40 mln. (10 banks, the largest were Oschadbank and Unicredit): 50% redeemed at a discount of 80% 50% restructured for a 10-year period Favorit s debt at the moment of the merger was $60 mln. A part of the debt was redeemed at a discount. The rest was restructured for a 10-year period Debt profile of the united company: $40 mln., 10-year term Uzhgorod Lviv Lutsk Ivano- Frankivsk Ternopil Rivne Хмельницкий Chernovtsi Zhytomir # malls area, thsd. sq. m.; Note: companies may represent not only Atlas Advisors current clients, but also prior experience of a team 15

16 Contacts Alexey Rashchupkin Managing Partner Andriy Gubachov Head of IB +38 (050) (063) , Kyiv, Ukraine, Shota Rustaveli st., 4, office