Sts Firm Overview May 2010 V3

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY

SOURCE: STS ANALYSIS

STS Capital Partners |international mergers | acquisitions | advisory

This presentation is solely for the use of the recipient No part of it may be circulated, quoted or reproduced for distribution outside the client organization without prior written approval from STS Capital.

Firm Overview | Confidential | May 2010

Presented by:

Guy G. Beaudry

Managing Director

[email protected]

O: 514 448 4650

M: 514 594 0374

Montreal | Nassau

Robert C. Follows

Founder

[email protected]

M: 314 330 5899

Barbados | London | Mexico City

Atlanta

Barbados

Chicago

Grand Cayman

Houston

London

Los Angeles

Mexico City

Miami

Montreal

Nassau

New York

Nice

San Salvador

Santa Barbara

St‐Louis

Toronto

Washington, D.C.

www.stscapital.com

mailto:[email protected]

mailto:[email protected]

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


• STS is unique in its ability to:• Identify clients’ strategic requirements; and• Position those with investors or target acquisition companies as

alternatives:• Drive ultimate value in a strategic transaction• Support the client’s vision

• A team of highly skilled, enthusiastic and disciplined professionals who provide:• End‐to‐end services for divestitures, acquisitions and financings• Strategic advice, direction and project support• Thorough qualification of potential strategic investors ‐ globally• Open and honest dialogue throughout the execution of the engagement• Transparent negotiations to maximize the purchase multiple or, in the

alternative, minimize the purchase price

STS Capital Partners |AN INTERNATIONAL BOUTIQUE INVESTMENT BANKING FIRM SPECIALIZING IN MERGERS, ACQUISITIONS AND ADVISORY SERVICES FOR MID‐MARKET COMPANIES IN THE USA, CANADA, LATIN AMERICA, CARIBBEAN, ASIA, AND EUROPE.

Success To SignificancethroughSelling to Strategics

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


• STS Service Offering

• Why Partner with STS?

• STS’ Typical M&A Process

• Select Biographies

CONTENTS |

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


SERVICE OFFERING |ADDING STRATEGY & MARKETING TO THE M&A EQUATION

• We are an international Middle Market M&A firm with highly‐skilled industry expertise, research capabilities, and a high‐quality network of national and international contacts that provide a solid base for completing transactions. We have special middle market expertise working with family‐owned business in identifying and evaluation potential sellers, buyers and partners

• STS Capital Partners is experienced in all phases of the M&A process providing services such as market analysis, financial analysis, capitalization structure, due diligence, memorandum preparation, structuring of transactions, negotiating, and closing financial terms tailored to our clients needs and capital market demands

• When representing sellers in a middle market merger or divestiture transaction, STS assists its clients in operating from a position of strength. By working closely with our client’s senior management team, we assist in sharpening business strategy and a financial forecast that provides optimal valuation. STS will discreetly contact only selected qualified buyers in order to maximize price, improve terms and quickly complete the M&A transaction

• In middle market acquisition transactions representing potential acquirers, STS provides assistance in the initial strategic planning stages by helping our clients identify the best targets and options. We assist our middle market M&A clients in evaluating their alternative strategies including organic growth, merger, acquisition, and/or strategic partnering. STS Capital Partners leverages its extensive contact network to the client’s benefit, quietly and discreetly, in order to preserve confidential relationships and reputations

• In middle market merger transactions, STS helps clients restructure their businesses and assists in developing realistic plans. Since these activities are strategic and have long‐lasting consequences, it is critical that the initial analysis conducted by the firm be objective and thorough

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


SERVICE OFFERING |TRANSLATES INTO SIGNIFICANT SOURCES OF VALUE FOR OUR CLIENTS

• STS, acting as intermediary between our clients and potential candidates (buyers or sellers), provides objective evaluation and screening of potential acquisition/divestiture candidates, coordinates required due diligence processes, screens out unattractive candidates, and ensures the smooth transition during post‐merger management

• Through our mediation, clients can avoid the more tedious aspects of the acquisition/divestiture process and remain focused on day‐to‐day operations

• STS contacts potential acquisition/divestiture candidates, synthesizes company materials (e.g., offering materials), places follow‐up calls to resolve outstanding questions, and arranges management presentations. In meetings orchestrated and attended by STS, potential candidates (or clients) complete one or more management presentations and responds to detailed questions. Subsequent due diligence, meetings, or discussions are arranged with the goal of moving rapidly to a decision/commitment. In tandem with our clients, we negotiate with potential acquisition/divestiture candidate(s) and immediately thereafter support client’s legal counsel in drafting relevant legal documentation including definitive agreements

• Although markets have, historically, been strong and rapidly growing, today’s dynamic economic environment makes it a challenge to assess opportunities (on both the buy‐side and sell‐side). STS’ databases and network of professionals help to navigate this evolving business landscape. In addition, increasing industry referrals from credible sources helps to foster an environment where investment decisions will be made, rather than delayed

• Working with our clients, we identify, qualify, and structure the terms and valuation that will best meet our client’s specific requirements

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY






CONTENTS |

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


• International Reach

• Global Search

• Regional Expertise

• Experienced Team

• Creative Deal Structuring

• Commitment

• Defined Process

• Readiness

• Alignment

WHY PARTNER WITH STS ? |GLOBAL | PROFESSIONAL | DISCIPLINED | COMMITTED | ALIGNED

We identify, engage, qualify and introduceinternationalstrategic buyers into the process of selling your business

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


WHY PARTNER WITH STS ? |WE ARE TRULY GLOBAL

• International Reach• STS has formed an international network of reputable and skilled Managing Directors, Associates

and Professionals with experience in a broad range of industry verticals and geographies

• STS’ core mindset is genuinely international; to that end, STS constantly strives to reach way beyond the initial and more obvious list of potential targets (which are often only local or regional) in an effort to ensure a truly international reach for the optimal strategic fit and value creation

• Our global network of 20+ Managing Directors, 340+ exclusive Associates and 50+ professionalsupport staff members spans the entire globe, with emphasized coverage in the Americas and Europe

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


WHY PARTNER WITH STS ? |WE SEARCH STRATEGICALLY AND BEYOND EXPECTED VERTICALS

• Global Search• STS’ mindset is genuinely international – it is global in that it is not focused on one particular

industry vertical

• STS therefore constantly strives to reach way beyond the list of more obvious targets or regular clients, seeking out investors in adjacencies or others looking for vertical integration or international players searching for a geographical strategic advantage

• Strategic investors respond to an opportunity because of how it is positioned, not because of who introduces it

• STS’ process ensures a truly global search for the optimal strategic fit and value creation

• Regional Expertise• To positively position firms to qualified strategic regional investors

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


WHY PARTNER WITH STS ? |WE ARE PROFESSIONAL, CREATIVE AND COMMITTED

• Experienced Team• STS Managing Directors have diverse backgrounds, including successful entrepreneurs, former

CEOs or Senior Executives of large organizations and heads of Family Offices

• Each STS Managing Director brings substantial knowledge of business strategy and M&A

• The STS team overall is comprised of highly skilled, enthusiastic and disciplined professionals you can count on to support your strategic transaction

• Creative Deal Structuring • Extensive deal structuring experience across industry verticals and geographies

• Commitment• To understanding our client’s business and strategic objectives

• To presenting our client’s story to the maximum number of potential investors

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


WHY PARTNER WITH STS ? |WE HAVE A BROAD, DISCIPLINED TEAM AND A RIGOROUS PROCESS

• Defined Process• A defined process that outlines the steps involved in the transaction to ensure our

clients know what to expect• STS’ back office is supported by experienced, specialized and dedicated staff,

including financial modelers, certified process managers, writers, etc.

• Readiness• For each project, a team is identified and stands ready to work with our clients

• Alignment• Full alignment of interests with the client’s through a focus on success‐fee based

compensation

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


WHY PARTNER WITH STS ? |WE HAVE DEEP, FIRMWIDE EXPERTISE IN MOST VERTICALS

Managing Directors’ vertical expertise includes:

• Automotive

• Banking

• Broadcasting• Call Centres

• Communications/PR• Distribution

• Financial Services

• Food

• Gaming

• Green Technology

• Healthcare/Pharmaceuticals

• Hospitality & Tourism

• Manufacturing• Marketing/Marketing Services

• Mining• Oil & Gas

• Real Estate

• IT / Technology

• Telecommunications

• Wireless

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY






CONTENTS |

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


STS’ TYPICAL M&A PROCESS |

• Define key categories (i.e., market segments) of candidates• Create long list (i.e., database) of candidates, by segment• Collect & synthesize information (i.e., profiles) on candidates• Develop criteria (e.g., questions) to filter candidates

• Identify appropriate contacts for each candidate; distribute no‐name “teaser” to assess level of interest

• Prepare interim progress reports on levels of interest and preliminary value proposition to candidates

• Select high‐potential candidates to move‐forward with discussions

• Distribute, negotiate and execute Confidentiality Agreement• Legal counsel edit and approval• Distribute and discuss confidential materials (i.e., CIM)• Qualify level of interest and “strategic fit”

• Distribute process letter with call for indicative offers• Review and analyze offers; select 2nd round bid• Create and deliver management presentations• Establish, populate and manage access to virtual data room• Draft and distribute draft sale and purchase agreement (SPA)• Request 2nd round bids, conditions to offer, comments on SPA

• Select preferred purchaser(s)• Facilitate final due diligence• Request last and final bid, including key provisions of earn‐out• Negotiate final sale and purchase agreement• Certify financing arrangements and complete closing process

Identify & qualify candidates

1

Engagecandidates

2

Execute NDADistribute Materials

3

Conduct Auction

4

Conduct due diligence

5

Closing6

By design, our process brings numerous international and local investors to the table

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY






CONTENTS |

www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


ROBERT C. FOLLOWS |A SUCCESSFUL GLOBAL LEADER, ENTREPRENEUR AND FIRM FOUNDER

• Available for strategy consultations throughout process and to engage strategic investors.

• Senior level contact very focused on discussions within executive circles.

• Deep experience in marketing, strategy and negotiations.

• 27 years ago launched AIM (Active Impressions Marketing), a market leading advertising and promotion

firm in Canada. He led the growth of AIM to the point where it won more awards than any other agency

in Canada. With the emergence of NAFTA, sold AIM to Maritz Inc.

• Started off as president of Maritz to lead the turnaround of all of the divisions of the $3B Maritz

organization in Canada. He then moved to the US to lead international strategy, then to Mexico City to

lead Maritz Latin America. After leading the turnaround for Latin America, he moved to London and Paris

becoming the Chairman of Maritz Europe and all of Maritz International.

• While living in London, he entered a PhD program at Oxford University in advanced strategy, while

updating on corporate finance.

• Recipient of many international awards for leadership and brings his passion for marketing, vision, and

positioning to help clients leverage their assets through ensuring they combine a focus on strategy and

strong positioning while at the same time leveraging finance.

• Has dedicated much of his life to philanthropy and social enterprise.

• You can find more information on Rob at www.stscapital.com/bio‐robfollows.html.

http://www.stscapital.com/bio-robfollows.html



www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


GUY G. BEAUDRY |A PRAGMATIC AND EXPRIENCED BUSINESS STRATEGIST

• Over 27 years of business experience in the Technology, Telecom, Financial Services and International

Family Office management industries.

• Previously with Groupe Videotron, a key member of the Corporate Office and then Chairman & CEO of a

Wireless Telecom operation in California, Washington State and Florida.

• Previous experience also includes SVP & Chief Planning Officer role with Canada’s Business Development

Bank; member of the Senior Executive Team and also member of the Investment Committee overseeing

Venture Capital investments.

• Deep experience in M&A, Strategy, Corporate Governance, Corporate Affairs, Corporate Troubleshooting

and International Negotiations.

• Lived in Silicon Valley and operated a US$250M turnaround of innovative wireless telecom company.

• Experienced with venture capital and highly complex, often international transactional matters.

• Started career as Associate with Martineau Walker and then became General Counsel at publicly traded

computer manufacturer Comterm Inc.

• Provides advice and counsel for international transactions.

• Alumni of Canada’s Top 40 Under 40 business award.

• Holds LL.B. , licensed to practice law.

• Based principally in Montreal, Canada and Nassau, Bahamas.

• You can find more information on Guy at www.stscapital.com/bio‐guybeaudry.html

http://www.stscapital.com/bio-guybeaudry.html



www.stscapital.com

STS ‐FIRM OVER

VIEW –MAY 20

10

PROPRIETARY


Value add

•ExperiencedManaging Directors•Strategy & Marketing = Strategic investors•Soft auction process = Value Enhancement

Process strength

•High Level Contacts•Worldwide Databases•50+ Professionals On Staff

International

•20+ Managing Directors in 16 Cities•340+ Associates Worldwide

Absolute Confidentiality

VALUE PROPOSITION SUMMARY |

Sts Firm Overview May 2010 V3

Documents

Transcript of Sts Firm Overview May 2010 V3