Roux Capital Private Equity Primary & Secondary Advisory Page 1/8

Roux Capital Private Equity Primary & Secondary Advisory

Roux Capital Sarl is registered in France as Conseil en Investissements Financiers (Financial Investment Adviser) under ORIAS number 13000599 on the national Registre Unique des Intermédiaires en Assurance, Banque et Finance and is a valid member of ANACOFI-CIF, regulated by Autorité des Marchés Financiers.

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1. General Presentation Roux Capital is a Paris-based independent execution-driven advisor exclusively focused on Private Equity primary and secondary assignments in Europe. We cover all types of funds globally in buyouts, infrastructure, real assets, real estate, mezzanine and private debt. We can reach most public and private pension funds, insurance companies, family offices, corporate investors, banks and funds of funds in Europe. In our Primary assignments, we act as placement agent for a select number of funds seeking to deepen their investor relationships.

In our Secondary assignments, we manage secondary transactions for investors requiring liquidity for their limited partnership interests.

2. Fund Placement Our purpose is to leverage our local presence selectively to help top-performing fund managers expand their investors base and fundraise efficiently. Market coverage We have developed an extensive global network of the most active Private Equity investors in Europe. We maintain close relationships with European pension funds, insurance companies, wealth managers, family offices and corporates.

We focus on a limited number of visible assignments and strive to maintain our granular and comprehensive market coverage.

Local presence We think best-in-class fund managers should expand their investors base through placement agents known for their strong local presence. This is what our clients look after when they solicit us. We possess the appropriate ground level market intelligence and operating flexibility to organise well-targeted and locally focused fundraising efforts and complement our clients' existing investors base.

We enable our clients to monitor and influence all aspects of their fundraising process through bespoke reporting and open discussion.

Preparation

1. Conduct thorough due diligence 2. Prepare placement documentation 3. Populate data room 4. Define appropriate reporting format

Marketing

8. Pre-qualify investors 9. Make introductions, organize meetings 10. Report investor feedback 11. Provide on-going market intelligence

Pre-marketing 5. Position investment opportunity 6. Identify main market challenges 7. Define fundraising process

Legal documentation 12. Identify best practices 13. Assist in negotiations with investors 14. Liaise with legal counsels 15. Enable prompt closing

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Private Equity possesses both the highest performance dispersion and the highest performance persistence of all asset classes. This has implications for fundraising. Performance dispersion and persistence Private Equity continues to provide a larger return opportunity than traditional asset classes. It remains well placed to take advantage of market inefficiencies and of opportunities materialising ahead of public markets. Interest alignment is better organised than in publicly traded companies, and time horizon is more serene to implement rewarding long-term strategies.

However, Private Equity is illiquid and brings little diversification to an existing public equity exposure. It would be useless if it did not possess, of all asset classes, both the highest performance dispersion and the highest performance persistence. This in turn leads investors to pay attention to what makes Private Equity a unique asset class:

• they use the asset class as a return enhancer, not a risk diversifier

• they consider past performance as a reliable predictor of future performance and pay meticulous attention to quantitative issues

• they have a bottom up approach.

Implications The asset class's performance dispersion and performance persistence has implications. To fully integrate investors requirements, fund managers must document their track record and distribution capacity more acutely than in the past:

• how much has ben effectively distributed to date and how much is expected during the course of the fundraising?

• how much financial and operational restructuring is required on unrealised portfolios?

• to what extent can the fund manager keep executing its strategy and deliver corresponding performance in its next fund?

3. Secondary Transfers We believe secondary sellers can extract the highest value for their fund interests if they can access the right buyers across the board. Buyers universe Much of what attracts sellers to Roux Capital is our good coverage of the buyers universe. We have served the buyers community for a long time and have learned a lot about them. We have identified most buyers' strategy, appetite, pricing, and execution capacity. We have developed a comprehensive mapping of the secondary buyers landscape. We have learned to target buyers efficiently. We can find out which funds sell best and at what price in a timely and reliable manner. As a consequence, sellers in our transactions have experienced better exit conditions.

No pricing models, only execution We have established ourselves as an execution-driven boutique focused on price extraction and execution certainty. No sophisticated pricing models, no statistics. Just buyers’ binding offers, which must be well targeted, prompt, valid, up-to-date, ready to be compared, prioritised and executed. We unbundle a portfolio of fund interests at the individual fund level, identify the key value drivers, and assess each individual fund’s appeal to the market. We target the best buyers for each fund.

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Value creation and execution certainty can be improved by adapting negotiation style to each specific situation. Negotiation style We provide sell-side liquidity services for Limited Partners seeking to dispose of their interests in a fund, a portfolio of funds, or a portfolio of direct investments. We can organise large, open and competitive auctions when sellers simply require price maximisation.

We have developed the necessary reporting tools to help our clients monitor and influence the transaction process. We can also run limited auctions or narrowly focused private negotiations for sellers sensitive to discretion and efficiency. Our transactions can be global or bear more specifically on European assets.

Mission scope

1. Undertake portfolio review 2. Articulate indicative valuations 3. Assess seller's liquidity options 4. Select potential buyers 5. Obtain GP's pre-approvals 6. Organise NDA signatures and populate data

room 7. Facilitate buyers' preliminary due diligence 8. Define format of non-binding expressions of

interest

9. Submit invitations to tender 10. Organise buyers' extensive due diligence 11. Solicit and select binding offers 12. Close Purchase & Sale Agreements 13. Ensure exercise of transfer rights by GPs and

LPs 14. Obtain GP consent and Assignment of

Interest Agreements 15. Follow payment of transaction consideration

About one third of all investors seek to participate in secondary transactions. Our purpose is to take advantage of this situation on behalf of sellers. Apparent illiquidity, effective liquidity Private Equity offers a valuable combination of limited liability and financial performance, but it comes in the form of illiquid Limited Partnership interests:

• the term of the partnership is set for the long term

• interest transfer is subject to the GP’s approval

• financial disclosure is succinct and confidential

However, sellers can access a large pool of secondary buyers provided by existing well capitalised secondary funds and an influx of buyers from the primary market with secondary allocations.

Overall, about one third of all investors seek to participate in secondary transactions. The usual benefits associated with purchasing secondary fund stakes all appear increasingly attractive to most investors. They allow secondary buyers to:

• capture certainty on underlying asset quality

• exit rapidly and improve return on capital

• complement existing portfolio and increase focus on certain segments over time.

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Strategic concerns In certain transactions, pricing issues may be superseded by other strategic concerns:

• timing and secrecy • incapacity to disclose a loss • participation in future portfolio

appreciation • management company stability • fund extension or recapitalization.

Fund restructuring Some situations may require a redefinition of governance rules and management contract economics. Some may require a complete reshuffle. Restructuring solutions usually take the form of fund transfer, extension or recapitalization, top-up fund, annex fund, bridge fund, and/or General Partner spin-off. Mixing primary and secondary capital allows fund managers to leverage their existing investments: they bundle existing assets together with fresh capital from secondary investors.

4. Profile We bring a valuable combination of Mergers & Acquisitions and Private Equity know-how to the fundraisings and secondary transfers we advise. Experience François Roux has successfully executed several significant primary and secondary assignments with high profile European funds and investors since he created Roux Capital. Prior to creating his own firm, he was a Partner at SG Private Equity for 8 years where he co-managed a €150mn growth capital fund and participated in the launch of the bank's Fund of Funds activity. He previously served in M&A at Societe Generale for 7 years and has other work experience in M&A at NM Rothschild & Sons and Sales & Marketing at Digital Equipment Corporation.

Education François has an MBA from The Wharton School, University of Pennsylvania, where he acted as a Teaching Assistant in International Finance, and a BS from Northeastern University, where he graduated Magna Cum Laude. He speaks French and English.

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We serve demanding Limited Partners and General Partners looking for independent expert advice and reliable execution capacity. Focus on Private Equity Private Equity Advisory is our only business. We know how to fundraise and run a secondary transaction in the current market environment. We possess the right experience, structure and mindset.

Senior level commitment Our assignments are executed exclusively at the senior partner level. We shy away from junior execution, standardised solutions and large-scale mechanisms. Compliance Roux Capital Sarl is registered in France as Conseil en Investissements Financiers (Financial Investment Adviser) under ORIAS number 13000599 on the national Registre Unique des Intermédiaires en Assurance, Banque et Finance and is a valid member of ANACOFI-CIF, regulated by Autorité des Marchés Financiers.

Well targeted access to investors We work with the most active investors. But in most assignments, we reach beyond the obvious choices and target remote investors with undisputed investment capacity.

Independence Roux Capital is independent and conflict free. We do not have any capital links or strategic agreements with banks, financial institutions, investors, fund managers or intermediaries.

Market references We possess significant track record and corresponding market references. Contact us to verify them on an anonymous and confidential basis.

We rely on a well-established set of business principles. We expect our business partners to do the same. Interest alignment We possess limited size and capital, compared with the parties to our assignments. Our only way to succeed in this concentrated environment is to consistently serve our clients in their best interest.

Hard work We are always available. We believe in hard work. We know that if we focus on the quality of our work, our financial success will follow naturally.

Curiosity We rely on creativity and imagination to solve complex situations. We ask questions again when we do not understand. We do not take a no for an answer. We leave no stone unturned.

Reputation We possess experience, energy and reputation. The latter takes the longest to build and the fastest to vanish. If it does so, the former two become useless. We strive to maintain our reputation.

Loyalty We act in a loyal and reliable manner, and expect our business partners to do so.

Confidentiality Our assignments are never publicised at our own initiative.

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5. Press

Fundraising: 2015, année de tous les possibles La classe d’actifs a les moyens de capitaliser sur l’engouement massif qu’elle suscite chez les LPs. Il appartient aux GPs européens et français de transformer l’essai.

Lawyer Monthly: Private Equity Private Equity is an important asset class offering above average performance, portfolio rebalancing and liquidity, thanks to an active secondary market.

Acquisition International: The Secondary Boom Francois Roux describes current trends in the booming secondary market.

Private Equity Magazine: 2010, année record pour le secondaire Avec 15 milliards d'euros de transactions prévus cette année, le secondaire s'apprête à connaître son plus haut historique.

L'Agefi Hebdo: Le capital-investissement secondaire redécolle Lancé par l'opération d'Axa sur Bank of America, ce marché "de l'occasion" des parts de fonds devrait retrouver son niveau en 2010.

L'Agefi Hebdo: Le capital-investissement lève des « fonds annexes » pour le LBO Plusieurs sociétés sous LBO ayant besoin de l’apport de nouveaux fonds propres, les gérants cherchent parfois des systèmes de « rallonge ».

PEI Manager: Default Debacle With LP defaults becoming a more common occurrence, GPs need to understand all the implications of these events for the management company, for the fund, and for the other investors.

Private Equity Magazine: L'Envol du Secondaire Proche de la maturité, le marché secondaire (secondary market) a fini par tordre le cou aux idées reçues. Eloigné des situations de «distressed sellers», c’est désormais un outil indispensable à la bonne gestion de la classe d’actif private equity.

N° 1186 I SEMAINE DU 16 MARS 2015

NON-COTÉ

bpifrance a misé 1,4 Md€

en 2014

EXCLUSIF

520 M€ pour Eurazeo PME

DÉPART

Ph. Renauld quitte

Fondations Capital

CHIMIE

Les activistes « drivent » les

cessionsFund raising :2015, année de tous les possiblesArmando D’Amico, Acanthus Adviserspage 18

DOSSIER

• + 100 langues• Devis en moins d’1 heure• Disponibilité 7/7Tél . : +33 (0) 1 30 09 41 90E-mail : paris@hltrad.comWeb : www.hltrad.com

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6. Contact

Roux Capital 103, rue de Grenelle 75007 Paris +33 1 40 56 94 61 www.rouxcapital.com francois.roux@rouxcapital.com