Europe North America South America Asia Debt restructuring
Europe | North America | South America | Asia Debt restructuring service
// Disclaimer This Proposed Planning has been prepared exclusively by ONEto. ONE Corporate Finance (hereafter “ONEto. ONE”) for XXXXX (hereafter “THE COMPANY”) and its shareholders (hereafter “THE CLIENT/S”), in respect of M&A support in the debt refinancing of the COMPANY, which provides XXXXXX. This document is for guidance only, and although ONEto. ONE will always try to fulfill objectives scrupulously, this will depend on the agility of the investors interested in the COMPANY as well as the involvement of the CLIENT/S in the debt refinancing process. Henceforth, all references to the "Project" will be regarding the potential refinancing process. The generic definition of Project Planning is always subject to changes unrelated to the work of the advisor. Some of these changes made by the interested companies will be related to information supply, meeting organization and trip planning, etc. Additionally, other changes unrelated to ONEto. ONE and the COMPANY can affect the process and are related to the amount of interest that the refinancing process awakens with possible targets, the approval mechanisms of the different buying boards, etc. As a result, it is generally assumed that an exact methodology to define said Planning does not exist and that the work that is set out here can differ from that which is reached at the completion of the refinancing process for reasons unrelated to ONEto. ONE. In order to complete this work, we have based our practice on the experience of ONEto. ONE in this type of process and on the preliminary information given to us by the COMPANY's management and the validity of their indications and opinions during our conversations. Under no circumstance will ONEto. ONE Corporate Finance take responsibility for the loss, damage or costs that could arise due to fraudulent or non-fraudulent acts, omission of information, false representation, fault or deliberate negligence or any other error committed in relation to the information that has been given to us by the considered companies, by its management, employees or advisors. www. onetoonecf. com // 2
// Presentation Dear Sirs/Madam, According to your request, we are pleased to introduce our proposal for professional collaboration. This proposal is valid for 30 days from the date of delivery to the Client. We hope that the proposal conforms to the needs that have arisen and we take this opportunity to thank you for the opportunity to present our professional services. Yours sincerely, #oner_name# #oner@onetoonecf. com# #oner_name#
1 Background www. onetoonecf. com // 4
// Background www. onetoonecf. com // 5
2 Who we are? www. onetoonecf. com // 6
// ONEto. ONE 100+ Our commitment Our reach, our guarantee of the best service in all types of transactions, and the reasons and the numbers that make us the best choice: Professionals specialized in cross-border transactions 50 M+ Companies accessible worldwide 27 Countries Confidentiality Independence Leaders Our transactional methodologies and processes are handled in a safe and highly secure environment, designed specifically for delicate and confidential M&A negotiations. Conflict free advisory services. A “boutique” tailor-made approach, bespoke methods and processes. We are a leading, award-winning corporate finance house with a focus on middle-market. This deal size is in our core market. 1500+ Mandates 70%+ Cross-border transactions 75%+ Sell-side deals sold to strategic buyers Technology Our proprietary tools, data management, and analytic systems provide a complete solution that allows our clients to have total control over the transaction process. Resource & Scale International team: 70+ dealmakers in 27+ countries. Sector focus Having dedicated sector experts gives us an unrivalled understanding of your market and we have strong, relevant relationships with trade and institutional buyers. www. onetoonecf. com // 7
// Services Core business: Independent and expert advice on M&A and related transactions: More services Business plan development Fairness opinion Strategic alliances & Joint ventures Capital restructuring Corporate refinancing Valuations Merger planning and execution Sell-side M&A • Core market research • Deal marketing • Buyer identification • Buyer contact • Buyer selection • Coordination of due diligence teams • Valuation • Transaction negotiation • Fairness opinion • Financing/capital raising Fund raising • Relationships throughout the lender and investor community • Senior debt • Subordinated debt • Equity fund raising • Regular dialogues with a large variety of financing sources • Story-oriented transactions • Competitive process • Listing sponsors in Europe Buy-side M&A • • Core market research Target identification Target contact Coordination of due diligence teams Valuation Transaction negotiation Fairness opinion Financing/capital raising Strategic advice Valuations in connection with: • Mergers • Acquisitions • Private Placement • Private Public Partnership Third-party fairness opinions • Independent • Unbiased opinions www. onetoonecf. com // 8
// The leading M&A advisory firm for global middle-market transactions Our breadth of experience and industry insight enables us to deliver outstanding results. Education Consumer / Retail Health-care Manufacturing Senior-level commitment from kick-off to closing, across multiple offices overseas. Focus on middle-market transactions globally with a dedicated and highly experienced team. Food & Beverage Financial Services Business Services TMT Construction / Real Estate Strong track record in assisting entrepreneurs and financial sponsors in selling their businesses to both domestic and global buyers. Numerous industrial credentials locally and internationally. www. onetoonecf. com // 9
// 24 hours a day / 7 days a week Clarity: a cutting-edge technology tool We offer our clients a tool that allows them to have access to all the information linked to their mandate anytime, anywhere, with the touch of a screen. Our client is provided with a clear view as to the parties contacted, the conversations taking place, the mandate’s current progress, and the downloadable documentation compiled for them. Through the use of this technology platform, ONEto. ONE gives you visibility into every step of the process throughout the transaction.
3 Keys to refinancing www. onetoonecf. com 11 //
// Refinancing project A refinancing project normally has a situation involving non-payment of debts or impending non-payment of debts as its starting point. In a situation like this, speed in presenting the company's situation through a comprehensive approach that requires little reworking by the members of the banking pool is key. In this sense, it is essential to be able to explain the purpose of the process in a concise yet very focused way: The trends of the sector in which the company operates, its position, the description of the group, the progression of its financial statements, the current debt situation and the proposal for refinancing.
// Keys to refinancing Documents Processes ANALYSIS OF THE COMPANY AND ASSOCIATED RISKS • • Analysis of the company Risk distribution Current market environment and potential scenarios Liquidity analysis • • Historical financial study Preparation of financial forecasts Enhance the profitability of equity capital Optimal capital structure • Financing Options • Bank Debt: Independent Business Review IBR • o Credit, discount and working • o o o Risk Mapping NEGOTIATION COMMERCIAL FINANCIAL MODEL capital financing Technical and economic guarantee facilities Import export financing Renting, factoring, leasing Loans (with or without collateral) Monitoring Report • Competition Management among financial backers. Negotiation of conditions. Due Diligence Management Finalising Agreements. Refinancing Agreement www. onetoonecf. com 13 //
// Keys to refinancing Analysis of the company and associated risks We believe that the key success factors of a Refinancing include the points listed in the following table: KEY FACTOR PRACTICAL IMPLICATIONS FOR THE CLIENT Analysis of business and competitive position The need to use a long-term strategic approach, analyse the causes of the distress situation and the operational and financial actions to be carried out to accommodate growth, repaymentcapacity, debt and guarantee arrangements. Structure of risk allocation mechanisms The need to understand business risks and mitigation mechanisms to present it to financial institutions. Current market environment and potential scenarios The need to understand the characteristics of the current market and possible future scenarios, as well as its impact on capacity for debt repayment. Analysis of information in terms of liquidity At this time it is important to know the liquidity needed to return to normal operations. Considering the cash needed to restore operations, considering current investments, investments in CAPEX, outstanding debt service, etc. www. onetoonecf. com 14 //
// Keys to refinancing Financial model We believe that the key success factors of a Refinancing include the points listed in the following table: KEY FACTOR PRACTICAL IMPLICATIONS FOR THE CLIENT Company knowledge The need to communicate the group's corporate structure clearly, how it develops its activity, shareholding distribution, awards and acknowledgements, facilities, products and/or services, lines of business and SWOT. Historical financial analysis Understand the historical development of the balance sheet and income statement to explain the trends and decisions that the company has taken over the analysed term. Description of the pool The need to report the composition of the pool as well as the current state of the debt. Financial model The need to have a financial model to simulate the income statement and the balance sheet based on business assumptions that are in line with industry trends and positioning. The tool will identify risks and quantify expected returns. Define a viable financing structure The need to redefine the structure of the current debt, in terms of duration, cost and guarantees. Identify if there is a need for new funds and their origin (new debt or new equity). www. onetoonecf. com 15 //
// Keys to refinancing Financial model Historical financial analysis It is necessary to understand how the structure of the income statement and the balance sheet has developed over the period in question. We will produce a table of ratios that will allow you to evaluate the main relationships between the figures in the company's financial statements. Success in a refinancing process lies in the ability to demonstrate that expected cash flows allow you to cover the debt service (principal repayment and interest payment) of the approach conveyed to the bank pool. To do this, we will have to understand how free cash flow and debt cash flow have developed: FREE CASH FLOW DEBT CASH FLOW ØThis is the liquidity generated by the company ØIt is the payment of debt service (interest under the hypothesis that it had no debt and after having met its investment needs in fixed assets (CAPEX) and current assets (OCR) payment and principal repayment) plus the new debt that could arise in each period ØNOPAT = EBIT x (1 -t) ØFinancial expenses x (1 -t) -+/- change in debt • + Depreciation and provisions • Investment in OCR • Investment in CAPEX www. onetoonecf. com 16 //
// Keys to refinancing Financial model Historical financial analysis Analysing the components of historical free cash flows allows us to identify improvements for balance sheet management that allow liquidity to be released so that they can be incorporated as assumptions in financial projections. FREE CASH FLOW MAIN AREAS OF ANALYSIS ØSales and Margins ØNOPAT = EBIT x (1 -t) ØStaff costs ØOverheads ØInvestment in OCR ØInvestment in CAPEX ØCash ØExistences ØClients ØSuppliers and creditors ØPossible divestments ØPossible investments www. onetoonecf. com 17 //
// Keys to refinancing: Financial model Banking pool Provide the breakdown of current segmented debt by financial institution and in the following detail: • • • Product Type Maturity date Outstanding debt and situation Maturities per year Guarantees Participation by entity in the pool
// Keys to refinancing Financial model and viable financing structure Based on the findings of the historical analysis, we will have to build a financial model that will simulate the progress of the income statement and the balance sheet of the company for a given timeline. To do this we will have to define: INCOME STATEMENT ASSUMPTIONS EQUITY NEEDS ØSales ØPossible entry of a ØMargin financial/industrial partner ØStructure costs ØPossible shareholder capital increases ØDepreciation and provisions ØFinance cost ØTax on profits BALANCING HYPOTHESIS ØInvestments/divestments ØDevelopment of OCR at a component level. DEFINITION OF THE VIABLE FINANCIAL STRUCTURE DEBT STRUCTURE EQUITY NEEDS ØMeasuring the needs of new debt. ØDefine the terms of repayment of the currently owed debt. ØEvaluate the possibility of replacing part of the bank debt with non-bank debt. www. onetoonecf. com 19 //
// Keys to refinancing Commercial Debt market • The change in the financing situation affects sectors unevenly as a result of the COVID-19 crisis. • The main practical consequences currently having an impact are increases in bank spreads and risk restriction. Funding strategy The key factors for the “bankability” of a financial restructuring are: • • • Maturity of debt; Grace period; Structure of depreciation; Margins; Refinancing of risks. Financial structuring • During this stage, we identify the sources of financing that offer the most competitive conditions and that are best suited to the project's cash flow generation and the previously analysed risk/profitability/resource profiles. • The project's degree of certainty, and therefore the decrease of project risk and the increase of competitiveness of the operation to be presented, is increased by identifying a group of financial institutions that may show interest in the project and produce documents with preliminary terms and conditions. www. onetoonecf. com 20 //
// Keys to refinancing Commercial The Independent Business Review (IBR) to be distributed among these financial institutions includes: o o o o Executive summary Description of the market and its environment Description of the company/group Historical financial statements Current debt situation Financial projections Refinancing proposal • The Memorandum is delivered to a group of financial institutions. We ask them to specify margins, maturities, amounts, key contractual terms such as coverage ratios, restrictions on dividend distribution, etc. • Under the current conditions of the financing market in Spain (credit restriction, spreads, etc. ), we cannot rule out a possible focus on the syndication of refinancing between different banks and acting as the arranger of the operation. This certainly increases the complexity of the project, but could allow it to become viable. • Our analysis should allow us to envision plans as alternatives the traditional refinancing that has been carried out in the past decade in which the entities involved sought to provide “oxygen” to their debtor to recover the investment. There have been many changes to keep in mind: • There are far fewer entities to negotiate with, • Generally, in companies there are fewer guarantees to offer • On the contrary, we now have new alternatives to traditional financing that can be incorporated. www. onetoonecf. com 21 //
// Keys to refinancing Negotiation and finalisation of financial contracts Ø The best way to ensure advantageous terms and conditions is to organize a competitive process between credit institutions and other investors as well as to develop an “IBR” to guide potential lenders and/or investors and so they can assess the credit quality of the project. They will be asked to specify not only margins, maturities and amounts, but also key contractual terms such as coverage ratios, restrictions on dividend distribution, etc. Ø Management of the Due Diligence process, which will establish the general terms and conditions of the Operation. Ø We cannot ignore the strategic importance of the relationship with the various financial institutions. It is not just about locating the cheapest source of financing, but about creating a long-term relationship with the various financial backers, so that the best conditions are available sustainably over time. Ø We advise our clients in the negotiation and finalization of contracts, in collaboration with the operation's legal consultants. If the CLIENT has not made a prior choice we can recommend different options that we have confidence in. Ø Our experience and independence will allow us to provide the best advice to the CLIENT so that they can have an optimal guarantee package suitable to the requirements of financial institutions and capital investors. www. onetoonecf. com 22 //
4 Team www. onetoonecf. com 23 //
// Team #ONER_1# Lorem ipsum dolor sit amet, mea aeterno numquam albucius id, quo ne ornatus fierent, aeterno disputando an vix. Inimicus constituto interesset eum ex, cu eos vidisse convenire consequuntur. Cu nam nostrud singulis, esse mazim meliore sit ut. Usu noluisse consequat disputationi ut, eos id affert nusquam recusabo. Euismod adipiscing vis id, te probatus inciderint eam, eam incorrupte intellegam et. www. onetoonecf. com 24 //
// Our international team Seasoned bankers globally work as one team to access investors worldwide. Düsseldorf Luxembourg Amsterdam Brussels Barcelona Dortmund Oslo Moscow Copenhagen Paris Lyon London Manchester Tokyo Bilbao Vigo Ponferrada Lisbon Philadelphia Miami Seoul Bologna Nicosia San Juan de Puerto Rico San Diego Sofia Rome Shanghai Milano Mumbai Medellín Ciudad de México San José de Costa Rica Bogotá Manila Sevilla Dubai Córdoba Madrid Pamplona Zaragoza Palma de Mallorca New Delhi Nairobi Hong Kong Beijing Valencia Santiago de Chile São Paulo Buenos Aires www. onetoonecf. com 25 //
70 + DEALMAKERS www. onetoonecf. com 26 //
5 Economic proposal www. onetoonecf. com 27 //
// Economic proposal ONEto. ONE's remuneration for its financial advisory services will consist of: 1. A Management Fee of #proposed_conditions. Retainer# (#Retainer_letter#) euros per month, for #proposed_conditions. Retainer Time# months from the signature of the present Contract. 2. In the case of a debt refinancing is undertaken, a Success Fee equal to #proposed_conditions. Success Fee#% of the Financing Value obtained with a minimum of #proposed_conditions. Minimum Success Fee# (#Minimum. Success. Fee_letter#) euros. 3. In the case of an investor's entry into the equity of the COMPANY, a Success Fee equal to #proposed_conditions. Success Fee#% of the Transaction Value with a minimum of #proposed_conditions. Minimum Success. Fee# (#Minimum. Success. Fee_letter#) euros If the CLIENT had received and accepted an offer from the Financiers or Investors and he decided to cancel the process expressly or tacitly, or to abandon the Financing operation or Transaction for internal reasons, he will pay ONEto. ONE the XX% of the minimum success fees agreed as compensation for all the work carried out by ONEto. ONE until that moment. Expenses ONEto. ONE shall charge the CLIENT for expenses incurred in the course of its work in relation to the same, including transport, communication, travel, representation, etc. Exclusivity ONEto. ONE shall have exclusive advisory rights for any corporate operation on any company presented to the CLIENT, even if the CLIENT declines the opportunity at some point in the process. The contract period shall be a maximum of x months, with the contract terminating upon closing of the Project. Should the CLIENT complete an operation covered by this contract with any company presented by ONEto. ONE during the lifetime of this contract or in the x months following the date of presentation to the CLIENT of the aforesaid company, the CLIENT shall pay ONEto. ONE the totality of the Success Fees indicated above. These fees do not include the fees of other professionals (lawyers, accountants, appraisers, etc. ) that the CLIENT and/or the COMPANY might hire in connection with the Project. www. onetoonecf. com 28 //
Amsterdam Piet Heinkade 55 1019 GM, Amsterdam, The Netherlands Lisbon Alameda Roentgen, nº 4 – A, Escritorio 7, 1600 -759, Portugal New Delhi D 19 ( Gf ) & D 31, South Ext. 1 110049, New Delhi, India São Paulo Rua Mateus Grou, 57 – 1 st floor, 05415 -050, Sao Paulo, Brazil Barcelona Avenida del Portal del Ángel, 36 08002, Barcelona, Spain Lisbon Rua Gregorio Lopes, 1523, L 3 1400 -195, Portugal Nicosia 1 A Prokopiou St. , Apt. 302, Strovolos 2000, Nicosia, Cyprus Seoul 20 th fl. Gwanghwamun Bd. , 149 Sejong-daero, Jongno-gu, 03186 Bologna Via Nazario Sauro 29 40121, Bologna, Italy London Tower 42, 25 Old Broad Street, London, United Kingdom Niedernhausen Goethestrasse 16, D-65527, Niedernhausen, Germany Sevilla Avd. República Argentina 56, 41011, Sevilla, Spain Brussels-Kraainem Mechelsesteenweg 455, B-1950, Brussels-Kraainem, Belgium Lyon 15 rue des Rancy 69003 Lyon, France Palma de Mallorca Pso. Mallorca, 32 5º 2ª, 07012, Palma de Mallorca, Spain Shanghai Level 8, Jing An Kerry C. T. 2, 1515 West Nanjing Road, Jingan District Buenos Aires Bonpland 2363 - Piso 4, C 1425 FWE, Buenos Aires, Argentina Madrid C/ Zurbarán, 7, 1ª planta. Madrid, 28010 Paris 47 avenue HOCHE, 75008, Paris, France Sofia 2 A Yakubitsa Str. , apt. 24 0000, Sofia, Bulgaria Ciudad de México Av. Revolución 1653, San Ángel 01000, Ciudad de Mexico Manchester Business Park, 000 Aviator Way M 22 5 TG, UK Philadelphia PA 1199 Ludlow St. 19107, Philadelphia, PA, United States Tokyo Level 18 Yebisu Garden Place, 4 -20 -3 Ebisu, Shibuya-ku, 1506018, Tokyo Copenhagen Kollegievej 6, 1, DK-2920, Copenhagen, Denmark Medellín Calle 9 A Sur, Nr 37 - 69 Los Balsos Medellín, Colombia Ponferrada C/ Ramón y Cajal nº 33 24402, Ponferrada, Spain Valencia C/ Poeta Querol 11, planta 1ª, 46002, Valencia, Spain Córdoba Avenida Gran Capitán 30 D 14001, Córdoba, Spain Miami 3901 NW 79 th Ave Suite 245 33166, Miami, United States Rome Viale della Grande Muraglia 332, 00144, Rome, Italy Zaragoza Paseo de los Rosales, 26 50008, Zaragoza, Spain Dubai Of. 18 -40, Central Park Towers, DIFC, P. O. Box 24075, 24075 Moscow Mosenka Park Towers, 5 th f. , block “D”, 17 -23 Taganskaya st. 109147 San José Pza. Tempo, Of. Workings, P. 2, San Rafael de Escazú, Costa Rica Vigo Plaza Francisco Fernández del Riego 7, 36203 Vigo, Spain Düsseldorf Graf-Adolf-Straße 41, 40210, Düsseldorf, Germany Mumbai B-1106, 11 th F. , Kanakia Wall St. , Chakala, Andheri Kuria Rd, 400093 San Juan 1550 Ponce de León Avenue, 4 th Floor, 00909, Puerto Rico Hong Kong 17/F, Winner Com. Bd. , 401 -3 Lockhart Road, Wan Chai Nairobi Delta Riverside, B. 4, Ground Floor Riverside Drive, 5178300100 Santiago 200 Alcantara 6 th floor, Las Condes, Santiago, Chile www. onetoonecf. com 29 //
Europe | North America | South America | Asia CONTACT US Zurbarán 7 - 1 st Floor, 28010, Madrid, Spain +34 91 183 48 58 www. onetoonecf. com info@onetoonecf. com This presentation has been prepared by ONEto. ONE Corporate Finance. The information contained in ONEto. ONE Corporate Finances presentations is just commercial information and ONEto. ONE Corporate Finance will not be responsible for those acts derived from this information because they do not constitute any advice. In addition, ONEto. ONE Corporate Finance reserves the right to modify the information contained in the disclaimer.
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