You are on page 1of 33

Capital Markets, D2C & You

Presentation Materials on the role of D2C and interested candidates in


pursuing careers in capital markets
February 2010
D2 Capital Partners
Creation Deployment Structuring

Onshore Access Global Platform

D2 Capital Partners

D2 Capital is an independent, privately owned, investment and advisory


partnership. It is active across the spectrum of investment assets whilst
simultaneously applying he accumulated global capital market experience of its
team to a diverse range of advisory situations. D2C is not encumbered by
convention. 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 with
deployment of capital
III. Structuring we structure the best-fit, most effective and
innovative solutions
Creation Deployment Structuring
www.d2capitalpartners.com

I. Executive Summary
TABLE OF CONTENTS
I.

Executive Summary

II.

Capital Markets & D2C

III.

Capital Market Careers

IV.

Breaking into the Industry

V.

Appendices

D2 Capital Partners

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 and
extensive in Vietnam with many of the members having held senior positions
at various esteemed global investment banks covering a multitude of asset
classes and transactions internationally and domestically.
Careers in capital markets offer one of the most dynamic professional
experiences where one is thrust into high-level corporate situations to analyze
and evaluate investment rewards and risks in various businesses models across
all industries and sectors.
As such, we offer you the opportunity to experience professional capital
market expertise and exposure rarely provided in Vietnam

Creation Deployment Structuring


www.d2capitalpartners.com

II. Capital Markets Overview


TABLE OF CONTENTS
I.

Executive Summary

II.

Capital Markets & D2C

III.

Capital Market Careers

IV.

Breaking into the Industry

V.

Appendices

D2 Capital Partners

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

Creation Deployment Structuring


www.d2capitalpartners.com

What are the Capital Markets?


Stocks
American Depository Receipts (ADRs)
Exchange Traded Funds (ETFs)

Swaps
Futures
Options
Warrants
Convertible Securities

Equity

Fixed
Income

Derivatives

Alternative
Assets

D2 Capital Partners

Treasury Bonds
Corporate Bonds / Debentures
Commercial Paper
Bankers Notes

Real Estate
Venture Capital
Private Equity
Currencies
Commodities

We advise on transactions across nearly all asset classes


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
Creation Deployment Structuring
www.d2capitalpartners.com

What is Investment Advisory?

D2 Capital Partners

Creating access to capital and investment opportunities

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

Sell-Side
Advisory

SELLER:
Private Company
Public Corporation
Investment Fund

Sell-Side
Advisor

Buy-Side
Advisor
TRANSACTION:
Mergers & Acquisitions
Leveraged Buyout
Initial Public Offering
Secondary Market Trade
Private Equity
Venture Capital

Creation Deployment Structuring


www.d2capitalpartners.com

Buy-Side
Advisory

BUYER:
Private Company
Public Corporation
Investment Fund

Advisors Organize the Clutter in


Capital Market Transactions
Myriad of Services

D2 Capital Partners

We Manage, Structure & Package

CREDITORS

ACCOUNTANTS

CONSULTANTS

CLIENT

ACCOUNTANTS

LAWYERS

CONSULTANTS

CREDITORS

LAWYERS

INVESTMENT
ADVISOR

CLIENT

Creation Deployment Structuring


www.d2capitalpartners.com

Venture Capital & Private Equity


Investments
From VC to PE, we help accelerate the growth path
through growth capital raises

D2 Capital Partners

Venture Capital involves start-up and early stage


companies requiring funds for growth

PURPOSE: Raising growth capital:

At the earliest stages of the life-cycle


Forging synergistic relationships between
companies
Structure financial investment partnerships to
prepare a company for IPO exit

D2C ROLE: We act as both advisors to


buyers and sellers, management in our
principle investments and consultants in
post-deal monitoring services
COUNTERPARTIES: We advise companies
in raising capital or advise private equity
investors in their deployment strategy.
PROCESS: We in assist in designing
business plans, writing information
memorandums, building financial models
and drafting term sheets

Start-up

Growth
Company

Cash Flow
Positive

Private Equity involves private profitable companies


seeking expansion capital or strategic partnerships

Financial
Investment

Creation Deployment Structuring


www.d2capitalpartners.com

Strategic
Partnership

Seller
8

More on Venture Capital: Incubation


Leveraging Vietnams Entrepreneurial Spirit
PURPOSE: Create and start new ventures
D2C ROLE: Apply creative intelligence,
vast network and market knowledge to
starting, funding and managing new
ventures
COUNTERPARTIES: Foreign / domestic
investment funds, domestic / foreign
companies, local / expat professional
experts / management
PROCESS: Develop the business plan,
build financial forecasts, research the
target market, hire management team,
establish local and foreign partnerships,
obtain licensing, connect customers and
raise venture capital.

D2 Capital Partners

Aiming to be the leading business partner

Domestic
Partners

Professional
Management

Creation Deployment Structuring


www.d2capitalpartners.com

New
Venture

Investors

Foreign
Partners

Mergers & Acquisitions (M&A)


To partake in Vietnams across-the-board growth curve,
strategic interest is driving M&A demand

MERGERS are the combination of two companies into one


larger entity

PURPOSE: Assist global / domestic


companies structure partnerships via:

D2 Capital Partners

Company
A

Direct purchase of ownership


Issuance of new shares for growth capital
Setup of new Joint Ventures

D2C ROLE: We act as advisors to either


the buyer seeking acquisition targets or
sellers requiring strategic partners
COUNTERPARTIES: Transactions involve
global and / or domestic companies
acting as either buyers / sellers
PROCESS: The scope of work requires
extensive preparation of investor
documentation, regulatory filings,
financial due diligence, marketing
materials and road-shows spanning
many months and even beyond a year

Company
A-B
Company
B

ACQUISITIONS are the purchases of part or all of an asset


or company by another company

Acquirer
Target A

Target B

Target C

(90% Stake)

(100% Stake)

(70% Stake)

Creation Deployment Structuring


www.d2capitalpartners.com

10

Sell-Side Advisory: Managing the Capital


Raising Process

D2 Capital Partners

DOCUMENT PREP (3 4 WEEKS):


Draft Business Plan / Investment Memo
Financial Forecasts
Valuation Model

NEGOTIATIONS (2 4 WEEKS):

MARKETING PREP (1 2 WEEKS):

Finalize Purchase Agreements


Finalize Shareholder Agreements
Obtain regulatory approvals

Finalize Potential Buyers List


Draft Teasers
Write and Coach Investor Presentation

DUE-DILIGENCE (6 12 WEEKS):

MARKETING (3 4 WEEKS):

Management Meetings
Facility Tours
Data Room Visits

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

Creation Deployment Structuring


www.d2capitalpartners.com

TOTAL TIME FRAME:


16 28 WEEKS
11

Buy-Side Advisory: Capital


Deployment Strategy & Execution

D2 Capital Partners

INDUSTRY / SECTOR ANALYSIS:


Determine industry / sector trends
Segment value-chains
Identify growth drivers

Locking in
the Target!!!

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

Creation Deployment Structuring


www.d2capitalpartners.com

12

Restructurings & Divestments:


Shedding Fat to Grow Leaner

D2 Capital Partners

Sometimes more is less; Allocate capital where it grows best


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)

Pre-Asset
Disposal

Non-Core Asset
Ca$h Proceeds

Creation Deployment Structuring


www.d2capitalpartners.com

Post-Asset
Disposal

13

Our Partnership Lasts Through-out


the Entire Company Lifecycle

M&A
Takeovers
Carve-outs
Listing
Consolidation
Initial Public Offering
Private Equity (IPO)
Secondary Issuance
Capital Raise
Strategic Partnership

D2 Capital Partners

Restructurings /
Divestments
Asset Disposal
De-listing
Privatization

Venture Capital
Start-Up
Early Stage

Creation Deployment Structuring


www.d2capitalpartners.com

14

III. Capital Market Careers


TABLE OF CONTENTS
I.

Executive Summary

II.

Capital Markets & D2C

III.

Capital Market Careers

IV.

Breaking into the Industry

V.

Appendices

D2 Capital Partners

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

Creation Deployment Structuring


www.d2capitalpartners.com

15

Looking for Growth? Enhancement?

D2 Capital Partners

Do you fit in one or more of the following categories??

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?

There may be a multitude of reasons why you should consider careers in Capital Markets but to name a few

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

Creation Deployment Structuring


www.d2capitalpartners.com

16

Benefits to Capital Market Careers

D2 Capital Partners

EXPERIENCE = VALUE

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

VALUE CREATES OPPORUNITY

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

Creation Deployment Structuring


www.d2capitalpartners.com

17

Competitive Job Industry Globally

D2 Capital Partners

Competitive Job Industry Globally

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

Commodity Job Locally

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 Structuring


www.d2capitalpartners.com

18

Dynamic Compensation Schemes

D2 Capital Partners

One of the Most Lucrative Careers


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

Fortunately, opportunities in Vietnam do exist


Bonus compensation based on performance while salaries highly competitive with most
other professional industries
Given its low base, Vietnams capital markets have potential for high growth and hence
higher 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 to
enhance their Vietnam coverage
Creation Deployment Structuring
www.d2capitalpartners.com

19

Key Jobs in Capital Markets Advisory


Roles
Advisory /
Corporate
Finance
Institutional
Sales

Trading

Research

D2 Capital Partners

Skill-sets ,Personalities &


Traits

Description
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

Manage relationships with investment funds


Initiate investment ideas and strategies with
investors
Focus on secondary markets

Sociable
Early birds
Sales oriented
Articulate
Opportunistic

Manage principle positions risk


Create liquidity Market makers
Focus on secondary markets

Quick thinking
Quantitative prowess
Calm and decisive
Disciplined behavior
Early birds

Focus on secondary markets


Recommend investments
Create visibility of companies
Provide impartial advice
Analyze valuations

Analytical expertise
Theoretical aptitude
Superb verbal dexterity
Opinionated

Creation Deployment Structuring


www.d2capitalpartners.com

20

Aspects of Capital Market Jobs


Qualitative Analysis
Research Industries
Evaluate strategies
Analyze business models
Write business plans / offering
memorandums & prospectuses

Quantitative Analysis
Valuation Models
Financial Forecasts
Earnings Models
Quant Models

D2 Capital Partners

Structuring
Transaction legality
Terms & Conditions
Investor protections
Hybrid financing
Imbedded derivatives

Sales & Marketing


Pitch book presentations
Networking (investors, execs)
Meet company executives
Investor / company road shows
Attend / host conferences

Creation Deployment Structuring


www.d2capitalpartners.com

21

IV. Breaking into the Industry


TABLE OF CONTENTS
I.

Executive Summary

II.

Capital Market Careers

III.

Capital Markets Overview

IV.

Breaking into the Industry

V.

Appendices

D2 Capital Partners

Preparation is Vital
Sample Rsums

Creation Deployment Structuring


www.d2capitalpartners.com

22

Preparation is Vital

D2 Capital Partners

ESTABLISH FUNDAMENTAL KNOWLEDGE


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 on
the-job; in fact, many finance professionals have non-finance backgrounds (i.e. engineering, pharmacy)

ACCUMULATE INDUSTRY RELEVANT EXPERIENCE & SKILLS


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 having
the experience and skills at the beginning is a sure way to improving your chances of being hired. Having
a polished resume is key to being an outlier in the application process.

Creation Deployment Structuring


www.d2capitalpartners.com

23

Sample Resume

D2 Capital Partners

John Smith <> 9999 Cherry Boulevard <> Cambridge, MA XXXXX <> USA<> (001) (555) 555-5555 <> John.Smith52@gmail.com
EDUCATION:
Top University B.A. Economics
[Cambridge, MA 9/2005 - 6/2009]
Cumulative GPA: 3.9
Major GPA: 4.0
Top University of Singapore, Education Abroad Program
[Singapore
8/2006 - 12/2006]
CFA Level I Candidate
PROFESSIONAL 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.

Creation Deployment Structuring


www.d2capitalpartners.com

24

V. Appendices

D2 Capital Partners

With more than forty years of combined, international, capital


market experience, D2C is defined by Capital :
Creation
Deployment
Structuring

Creation Deployment Structuring


www.d2capitalpartners.com

25

The Scope of Our Partnership

D2 Capital Partners

VC and PE Investment
Business Plan Preparation
Capital Structuring
Deal Negotiation
Due Diligence
Industry Mapping & Competitive Analysis
Post Deal Monitoring
Strategic Advisory
Creation Deployment Structuring
www.d2capitalpartners.com

26

Poor Access + Uncertain Legal Framework =


Vietnam M&A Slowdown
1H 2008
M&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%

0.23

0.471

-50.7%

Vietnam

Vietnam Has Seen V Little


70,000

2000

20

1500

15

1000

10

500

0
2003
2004
2005
Total Value (USD mn)

60.0
50.0

-62.8% YoY

50,000
40,000

-50.7%%
YoY

30,000
20,000

2006

2007
2008
Average Deal Value

Shrinking Size

-38.6% YoY

60,000
USD millions

USD millions

1H 2009
M&A

Declining Capital Flows

USD millions

Units in
USD bn

D2 Capital Partners

-61.5% YoY
-22.5% YoY

40.0
30.0
20.0

-76.3%
YoY

10.0

10,000

0
China
Transaction Value (1H 2009)

SE Asia
Vietnam
Transaction Value (1H 2008)

China
Average M&A Deal Size 1H 2009

SE Asia
Vietnam
Average M&A Deal Size 1H 2008

SOURCE: Reuters, Price Water House Coopers, D2C Research


Creation Deployment Structuring
www.d2capitalpartners.com

27

Case Study 1: Proactive Preparation


Easing Investor Pain
Background

Strategic sales still attractive


4.30%

CONTEXT:

Strategic Investors in Education, Media, Alternative Energy


and Construction Materials, sought / seeking potential JV
and / or M&A targets in Vietnam.

4.30%

13.10%

21.70%

IPO
Trade Sale
Secondary Sal
MBO
Refinancing
Other
Most Attractive /
Achievable Exit Strategy

Key Takeaways

STRUCTURE:
Potential JVs
M&A

EXECUTION:

30.40%

26.20%

PREPARATION:

Macro Overview
Industry Analysis
Sub-sector analysis
Competitive Analysis
Target DD

D2 Capital Partners

Industry / Sector mapping, interviews


Potential JV Partner / Target Negotiations

Lack of information hindering deals


requiring strategic investors to pay for
professional insight and intelligence.
Companies providing better cooperation
calm investor concerns
Strategic Investors are actively preparing
for potential partnerships and so should
interested companies: improve your ranking
on investors list of priorities!

SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research


Creation Deployment Structuring
www.d2capitalpartners.com

28

Case Study 2: Professional Help


Appear Serious
Background

Addressing Investor Concerns


2.00%
4.10%
4.10%
4.10%
22.40%

CONTEXT:

FMCG distributor & retailer sought equity capital raise to


expand into mass distribution. Regulatory hindrances in
sensitive sector to foreign participation required extensive
professional advice. Transaction closed in <3 months

8.20%
10.20%

18.40%

12.20%
14.30%

PREPARATION:

Investment Teaser
Business Plan Formulation
Detailed Forecasts & Valuation Model

STRUCTURE:

Investor Road Show


Term Sheet Discussions

Transparency in business activities


Operational / Cultural Fit
Growth story / Forecasts
Target's management support
Strategic fit
Cash flow
Speed which value can be created
Tax shields and investment savings
Brands / Products
Track record

Investor Concerns When


Investing in Vietnam

Key Takeaways

Straight Equity
Convertible Bond (Loan) Bridge Financing
Call Option for Ownership Rights to FMCG Co.

EXECUTION:

D2 Capital Partners

International caliber work and document


packs enhanced management credibility
Professional sell-side advisory services
ensured necessary provision of information
to investors for faster decision turnaround
Structuring advice provided multiple
solutions to potential deal killers
Coaching of management enhanced
negotiation techniques with investors

SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research


Creation Deployment Structuring
www.d2capitalpartners.com

29

Case Study 3: Flexible Pricing


Structuring Investor Returns
Background

D2 Capital Partners

Returns Attract Investors


4%

IRR obtained on exit


8%

CONTEXT:

Professional Services Company sought capital raise with


structured equity bonus conversion feature.

Successful integration

13%

Improved revenue
67%

PREPARATION:

Investment Teaser
Business Plan / Investment Memorandum Drafting
Investor Presentation & Coaching
Detailed Forecasts & Valuation Model

STRUCTURE:

Standard Terms & Conditions


Convertible Bond
KPI Benchmark Bonus Equity Kicker

EXECUTION:

Dividends received

8%

Investor Road Show


Term Sheet Structuring
Negotiations

Cost savings
Measuring Investment
Success in Vietnam

Key Takeaways
Detailed strategy & model frame-worked
and expedited discussions
Management flexibility and rationality
instilled greater trust in management
Return windfall protection alleviated
investor concerns
KPI benchmark linked performance ensured
alignment of interests with investor

SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research


Creation Deployment Structuring
www.d2capitalpartners.com

30

Case Study 4: Corporate Governance


The Truth Reveals Itself

Being fair and open matters

Background

Corporate Governance
15.70%

CONTEXT:

Well established and rapidly growing services company


sought equity capital for new venture; however, clause in
shareholders agreement from previous investor presented
considerable risk and liability to new investors.
Investment Due Diligence Report
Model Assumptions Sensitivity Testing
Legal Due Diligence Report

18.70%

Location Inspections
D2C Supported Negotiations

21.40%

11.40%

Skills / Experience of
existing management
Lack of transparency
Finance / debt issues

Important Investment
Considerations / Factors

Key Takeaways

Standard Terms & Conditions


Straight Equity at Holdings Group Level
MBO / LBO carve out at Subsidiary Level

EXECUTION:

21.40%

11.40%

PREPARATION:

STRUCTURE:

D2 Capital Partners

Unwillingness to provide full transparency on legal


documents can endanger deal
Eventual cooperation by management lead to a
partnership with the new investor for MBO / LBO
of existing shareholders in Holdings subsidiary
Offshore investors now requiring extensive
professional due diligence support and buy-side
advisory services.
Third party post-deal monitoring also becoming of
greater importance to offshore investors with
limited man power, experience and resources in VN

SOURCE: Grant Thornton Private Equity Survey 2009, D2C Research


Creation Deployment Structuring
www.d2capitalpartners.com

31

Background Information

D2 Capital Partners

Spencer White, CFA (sdw@d2capitalpartners.com; +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 (cwl@d2capitalpartners.com; +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 allocating
capital 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 Kellogg
School of Management (Northwestern University, Chicago).

Creation Deployment Structuring


www.d2capitalpartners.com

32

Contact Information

D2 Capital Partners

Vietnam Office:
5th Floor, Nam Minh Long Building
61A Vo Van Tan, District 3
HCMC, Vietnam
www.d2capitalpartners.com
Spencer White, Managing Partner
Email: sdw@d2capitalpartners.com
Mobile: +84-907-009-112
Ian Nguyen, Vice President
Email: ian@d2capitalpartners.com
Mobile: +84-934-164-716

Christian Leitzinger, Managing Partner


Email: cwl@d2capitalpartners.com
Mobile: +84-902-250-393
Tat Sun Ho, Vice President
Email: tat@d2capitalpartners.com
Mobile: +84-121-728-8080

Creation Deployment Structuring


www.d2capitalpartners.com

33