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D2 Capital Partners Creation ∙ Deployment ∙ Structuring Capital Markets, D2C & You February 2010 “Presentation Materials on the role of D2C and interested candidates in pursuing careers in capital markets”
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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

    2

  • 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?

    6

    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

    7

    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

    8

  • Creation Deployment Structuringwww.d2capitalpartners.com

    D2 Capital Partners

    Leveraging Vietnams Entrepreneurial Spirit Aiming to be the leading business partner

    NewVenture

    DomesticPartners

    Investors

    ForeignPartners

    ProfessionalManagement

    More on Venture Capital: Incubation

    9

    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 Vietnams 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)

    10

  • 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

    11

    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 buyers terms & conditions

    Locking inthe Target!!!

  • Creation Deployment Structuringwww.d2capitalpartners.com

    D2 Capital Partners

    Need capital to fund growth but dont 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

    13

    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

    14

  • 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 masters 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?

    16

  • 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 ones 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

    17

  • 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 , deans 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

    18

    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

    Dont 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, Vietnams 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

    19

  • 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

    20

  • 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

    21

  • Creation Deployment Structuringwww.d2capitalpartners.com

    D2 Capital PartnersIV. Breaking into the Industry

    22

    Preparation is Vital Sample Rsums

    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

    23

  • Creation Deployment Structuringwww.d2capitalpartners.com

    D2 Capital PartnersSample Resume

    John Smith 9999 Cherry Boulevard Cambridge, MA XXXXX USA (001) (555) 555-5555 [email protected]: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 firms 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 CEOs, CFOs 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.

    24

  • 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

    25

  • 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

    26

  • 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 =

    27

    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

    28

  • 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

  • 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

    30

  • 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

    31

  • Creation Deployment Structuringwww.d2capitalpartners.com

    D2 Capital PartnersBackground Information

    Spencer White, CFA ([email protected]; +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 ([email protected]; +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 ODonnell Investment Management (USD2Bn AUM) investing in mid/small-cap Canadian companies.

    Christian received a Bachelors degree from McMaster University in Canada, and an Executive MBA from the KelloggSchool of Management (Northwestern University, Chicago).

    32

  • 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: [email protected]: +84-907-009-112Ian Nguyen, Vice PresidentEmail: [email protected]: +84-934-164-716

    Christian Leitzinger, Managing PartnerEmail: [email protected]: +84-902-250-393Tat Sun Ho, Vice PresidentEmail: [email protected]: +84-121-728-8080

    33