Navigator Capital

Being On Target When Times Are Tough

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Disclaimer All information provided in this document is solely for the use of the management and the personnel of the receiving company or institution. No part of it may be circulated, quoted, or reproduced for distribution outside the receiving organization without prior written approval from Navigator Capital GmbH.

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In brief

Founded as an investment holding in 2013 in Munich, Germany, Navigator Capital has become a private equity partnership focused on the acquisition of non-performing small and medium-sized companies and under-managed non-core business units. Our team of seasoned M&A, financing and restructuring professionals takes pride in offering tailor-made transaction structures and business continuity plans to the sellers, directly addressing their needs and concerns, while supporting forcefully and responsibly the operational improvement of our portfolio companies.

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•  Diploma in Business Administration and Master in Management at ESCP Europe in Oxford, Madrid and Paris

•  Career in M&A advisory, working at Rothschild & Cie. in Frankfurt and Paris

•  Co-founder of CallistoGen AG and Executive Management at The Genetics Company

•  Since 2010 focuses his work on classical M&A advisory, financial restructurings and project finance for infrastructure projects

Seasoned Partners

•  Masters in Economy and Finance (MLU & Frankfurt School)

•  Previously at Equinet and Silvia Quandt & Cie. AG as Deputy Head of Research of SQC and COO of SQR

•  Joining the founding team of Callista Private Equity in 2013 as Investment Manager and becoming Partner in 2014

•  Founder of Navigator Capital in 2016

•  Master in Industrial Management (EUFH)

•  Controlling and IT-Implementation at H.C.Starck GmbH

•  Cost-Center- and Bank Reporting at B2X Care GmbH in 2013

•  Restructuring Studio Halle Group as CFO

•  Co-founder of Navigator Capital

•  Studies of and dissertation in Business Administration, focus on Innovation, Marketing, Organization

•  Experience and expertise in restructuring consulting (Partner/ Managing Director at hww Unternehmensberater, Mazars Consulting, BGP – Bohnert Group of Partners)

•  Interim manager in several restructuring and insolvency situations

•  Chartered Financial Analyst (CFA)

•  Business Consultant for Edison Investment Research

•  Managing Director Silvia Quandt & Cie. Ltd, London

•  Vice President/Director with several investment banks including Natixis, DZ Bank, Deutsche Bank including heading sales teams in Tokyo, Frankfurt and London

DIETMAR GUNDEL

FERDINAND MIROW

DR. JOCHEN BRINKMANN

HOLGER SCHMIDT

CHRISTIAN MUSCHICK

tel: +49 172 611 833 2 e: c.muschick@navigator-

capital.de

tel: +49 172 79 77 243 e: f.mirow@navigator-

capital.de

tel: +41 76 558 9068 e: d.gundel@navigator-

capital.de

tel: +49 172 262 33 11 e: j.brinkmann@navigator-

capital.de

tel: +44-7 876 562 976 e: h.schmidt@navigator-

capital.de

•  Masters in Business Law and in Finance and Entrepreneurship from ESCP Europe

•  Restructuring consultant

with KPMG France

•  Senior Advisor for June Partners formerly Duff & Phelps –Paris

•  Restructuring and insolvency advisor with a focus on financial and operative restructuring in the French market

TOM FRANCOIS

tel: +33 6 99 66 32 88 e: t.francoist@navigator-

capital.de

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Holistic Philosophy

During any transaction process we aim to understand the needs and intentions of the seller and to develop an optimally fitting structure accordingly. We are discrete and co-ordinate our communication strategy with the seller, also post transaction. Our setup enables extraordinarily quick investment

decisions. If needed we can prepare a binding offer at short notice and can close a transaction with fast decision making. We will be ready to start implementation at day one.

We seek strong alignment of interest and aim to be reliable partners beyond closing. We adhere to agreed plans and targets and also expect that from our counterparties. We only accept projects where we can add value. During due

diligence we conduct a thorough analysis of the situation. By closing of the transaction we will have understood the problems, risks and opportunities and will have developed a well-founded and realistic business continuity concept including a detailed restructuring budget.

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Solid Network

Investment Partnerships

In order to have access to funding in excess of our own capital, we partner up with other asset and equity investors for which we act as investment manager offering diversification to their funds.

•  Investment manager offering diversification to their funds

Out

com

es

Other Asset and

Equity Investors

Our

Rol

e

Knowhow and Capabilities

We maintain a network of industry professionals, advisors and service providers, complementing our team by contributing special know how and capabilities. This enables us to take on highly diverse projects while remaining agile and efficient.

Pro

vide

Industry Professionals

Advisors

Service

Providers

•  Highly diverse projects •  Agile and efficient

approach Targ

et

•  Special know how •  Infrastructure and capabilities

•  Have access to funding in excess of our capital

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We Provide Solutions We Think Operational and Act Entrepreneurial We are Pragmatic and Focused

We are Flexible and Fast We are Outspoken and Consistent

!  Focus on operations in need for structural change

!  During transaction we analyze the situation from the view of the target company and the seller to provide a solution fitting their needs

!  We take over full financial and legal responsibility and enable the seller to refocus on core business

!  We enable the target to develop more dynamically when liberated from group restrictions and policies

!  We are conscious risk takers, ready to step in where others seek to exit

!  We expect from a project that it is based on solid planning with realistic budgets

!  Post transaction, we carry out the initial

carve-out and restructuring ourselves thus providing expertise and manpower for the most demanding phase of the turnaround

!  During our analysis we focus on understanding the reasons for the current underperformance and the short- to midterm development options

!  Usually, we include all key terms and

conditions in a term sheet that then leads to a lean purchase agreement.

!  We are flexible and can act quickly – Being a small team without the constraints of a fund structure we can flexibly address the needs of the sell side

!  If needed we can prepare a binding offer at short notice and be ready for closing without any delay

!  We are outspoken and respect our commitments – We commit to make our best effort to analyse a transaction and to submit a serious offer right from the beginning

!  We are open and transparent in the process and we respect the terms and conditions of the term sheet once it is signed

Distinct Approach

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Pragmatic Investment Focus

1.  Small and Mid Caps

2.  Central/western continental Europe and United Kingdom

3.  All industries except R&D- and property focused businesses

4.  Low to negative EBIT margins

5.  Majorities

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Ready to listen

Navigator Capital GmbH Mauerkircherstraße 31 81679 München

+49 89 925 860 09

info@navigator-capital.de www.navigator-capital.de

Navigator Capital

Company Profile

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Disclaimer

All information provided in this document is solely for the use of the management and thepersonnel of the receiving company or institution.

No part of it may be circulated, quoted, or reproduced for distribution outside the receivingorganization without prior written approval from Navigator Capital GmbH.

3

Navigator Capital

Founded in 2013 as an investment holding, Munich, Germany based Navigator Capital is a privateequity partnership focused on the acquisition of distressed smaller companies and under-managed non-core business units.

Our team of seasoned M&A, financing and restructuring professionals’ takes pride in offeringsellers with tailor-made transaction structures and business continuity plans, directlyaddressing their needs and fears while forcefully supporting the operational improvement of ourportfolio companies.

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Investment Focus

• Majority stakes

• Continental Europe + UK

• All industries with the exception ofR&D and asset focused businesses

• Small and MidCaps

• Negative EBIT margins

• Potentially insolvencies

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Our Philosophy

During any transaction process we aim to understand the needs and intentions of the seller and to develop an optimally fitting structure accordingly. We are discrete and co-ordinate our communication strategy with the seller, also post transaction.

Our setup enables extraordinarily quick investment decisions. If needed we can prepare a binding offer at short notice and can close a transaction with fast decision making. We will be ready to start implementation at day one.

We seek strong alignment of interest and aim to be reliable partners beyond closing. We adhere to agreed plans and targets and also expect that from our counterparties.

We only accept projects where we can add value. During due diligence we conduct a thorough analysis of the situation. By closing of the transaction we will have understood the problems, risks and opportunities and will have developed a well-founded and realistic business continuity conceptincluding a detailed restructuring budget.

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• Diploma in Business Administration and Master in Management at ESCP Europe in Oxford, Madrid and Paris

• Career in M&A advisory, working at Rothschild & Cie. in Frankfurt and Paris

• Co-founder of CallistoGen AG and Executive Management at The Genetics Company

• Since 2010 focuses his work on classical M&A advisory, financial restructurings and project finance for infrastructure projects

Partners

• Masters in Economy and Finance (MLU & Frankfurt School)

• Previously at Equinet and Silvia Quandt & Cie. AG as Deputy Head of Research of SQC and COO of SQR

• Joining the founding team of Callista Private Equity in 2013 as Investment Manager and becoming Partner in 2014

• Founder of Navigator Capital in 2016

• Master in Industrial Management (EUFH)

• Controlling and IT-Implementation at H.C.Starck GmbH

• Cost-Center- and Bank Reporting at B2X Care GmbH in 2013

• Restructuring Studio Halle Group as CFO

• Co-founder of Navigator Capital

• Studies of and dissertation in Business Administration

• Experience and expertise in restructuring consulting (Partner/ Managing Director at hwwUnternehmensberater, Mazars Consulting, BGP –Bohnert Group of Partners)

• Interim manager in several restructuring and insolvency situations

• Chartered Financial Analyst (CFA)

• Business Consultant for Edison Investment Research

• Managing Director Silvia Quandt & Cie. Ltd, London

• Vice President/Director with several investment banks including Natixis, DZ Bank, Deutsche Bank including heading sales teams in Tokyo, Frankfurt and London

DIETMARGUNDEL

FERDINANDMIROW

DR. JOCHENBRINKMANN

HOLGERSCHMIDT

CHRISTIANMUSCHICK

tel: +49 172 611 833 2e: c.muschick@navigator-capital.de

tel: +49 172 79 77 243e: f.mirow@navigator-capital.de

tel: +41 76 558 9068e: d.gundel@navigator-capital.de

tel: +49 172 262 33 11e: j.brinkmann@navigator-capital.de

tel: +44-7 876 562 976e: h.schmidt@navigator-capital.de

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Our Network

Investment Partnerships

In order to have access to funding in excess of our own capital, we partner up with other asset and equity investors for which we act as investment manager offering diversification to their funds.

• Investment manager offering diversification to their funds

Out

com

es

Other Asset and

Equity Investors

Our

Rol

e

• Have access to funding in excess of our capital

Knowhow and Capabilities

We entertain network industry professionals, advisors and service providers complementing our team by contributing special knowhow and capabilities. This enables us to take on highly diverse projects while remaining agile and efficient.

Pro

vide

Industry Professionals

Advisors

ServiceProviders

• Highly diverse projects• Agile and efficient

approachTarg

et

• Special knowhow• Infrastructure and

capabilities

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We are different…

We Provide Solutions We Think Operational andAct Entrepreneurial We are Pragmatic and Focused

We are Flexible and Fast We are Outspoken and Consistent

� Focus on operations in need for structural change

� During transaction we analyze the situation from the view of the target company and the seller to provide a solution fitting their needs

� We take over full financial and legal responsibility and enable the seller to refocus on core business

� We enable the target to develop more dynamically when liberated from group restrictions and policies

� We are conscious risk takers, ready to step in where others seek to exit

� We expect from a project that it is based on solid planning with realistic budgets

� Post transaction, we carry out the initial carve-out and restructuring ourselves thus providing expertise and manpower for the most demanding phase of the turnaround

� During our analysis we focus on understanding the reasons for the current underperformance and the short- to midterm development options

� Usually, we include all key terms and conditions in a term sheet that then leads to a lean purchase agreement.

� We are flexible and can act quickly – Being a small team without the constraints of a fund structure we can flexibly address the needs of the sell side

� If needed we can prepare a binding offer at short notice and be ready for closing without any delay

� We are outspoken and respect our commitments – We commit to make our best effort to analyse a transaction and to submit a serious offer right from the beginning

� We are open and transparent in the process and we respect the terms and conditions of the term sheet once it is signed

Our Approach

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Investment Process

Duration3 - 7 days depending on complexity

In due diligence phase an in-depth analysis of the situation is prepared tospecify our ideas to improve the as-is situation.

This phase should be complemented by a meeting with the management and a representative of the shareholder. At this stage we seek to quality check our due diligence findings and to jointly develop a restructuring concept and budget.

Due Diligence PhaseDuration7 - 30 days depending on complexity

Based on the due diligence phase outcomes, we provide a binding offer to the seller and start working on an encompassing business continuity concept.

Throughout the process we seek to find common understanding with the seller and will request feedback on the various components of our offer in order to structure the transaction in line with his requirements, as far as economically viable.

Once a business continuity concept is approved by the seller and a restructuring budget was mutually agreed, we seek the agreement on a term sheet containing all relevant points to be inserted into the agreement to be executed.

Offer Phase

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Solution Development

Due Diligence Phase Closing Phase

Team

sC

arve

–O

ut

External Industry Experts

Management Team

• Operational analysis• Definition of carve-out scope• Definition of replaceable infrastructure

and required new structures• Analysis of cost and revenue impact

Preparations Phase

Restructuring Planning

Carve – Out Planning

Preparations

Preparations

Aggrement on the Plans

Aggrement on the Plans

• Preparation of a carve-out plan and budget

• Review of required service providers including development of detailed budgeting

• Development of interim service supply contracts with seller

• Reaching agreement with seller on carve-out process and budget

• Presentation of to be contracted carve-out service providers

• Determine effective communication with stakeholders

Re-

stru

ctur

ing

• Analysis of strategic setup• Analysis of structural setup• Analysis of management quality

of the first management levels• Development of new corporate

strategy and continuity concept

• Preparation of a business continuity plan and restructuring budget

• Review of financing options and Capex needs

• Review of required additional personnel, including additional management

• Reaching agreement with seller on restructuring plan and budget

• Presentation of to be hired additional key personnel

• Inclusion of the carve-out and restructuring plans and budgets into the SPA (as an Annex)

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2 3 4 5 6 7 8 9 10 11 121

Car

ve –

Out

(com

plex

cas

e)

15 16 17 18 19 20 21 22 23

Res

truc

turin

g

Months2413 14

Review Carve-out Plans

Exchange of Group Services

Exchange of IT

Implementation of tools

Rebranding

Strategy Review

Raising operative efficiency

Operating Efficiency Implementation

Strengthening Salesforce and Improving Strategy

Balance Sheet Optimization

Modernizing Machinery

Carve-Out and Restructuring – Application Phase

Staffing

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Carve - Out

Creation of new contractual

relationship with seller as new

customer/supplier

Staffing

Replacement of old group services (Admin, HR, legal,

accounting/ finance/ tax, sales)

Rebranding

Implementation of fitting controlling

and steering tools

Replacement of group IT

Carve - Out

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Raising competitiveness by

Improving structures and

processes

Restructuring

Review of strategy, definition of attractive additional markets

Strengthening sales force/ improving sales strategy

Raising operative efficiency (cost cutting, better planning, more efficient purchasing)

Implementing Operating Efficiency

Improving balance sheet efficiency (inventory management, Factoring, ABF, Leasing)

Modernizing machinery

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2

3

4

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As seasoned restructurers we have a tool box of measures, which we work with regularly. However, the specific restructuring plan is tailor-made for every project, always aiming to strengthen competitiveness, fostering growth and developing new strategic options for long term success.

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Contact Us

Navigator Capital GmbH Mauerkircherstraße 3181679 München

+49 89 925 860 09 c.muschick@navigator-capital.dewww.navigator-capital.de