Transcript Lasanoz Finance - Investment Banking Credentials

Lasanoz Finance
Investment Banking Credentials
November 2007
Outline
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Introduction to Lasanoz Finance
Team Credentials
Value Creation Case Studies
Recent Transactions
M&A Track Record
Corporate Finance Track Record
Back-up Materials
November 2007
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Introduction: About Lasanoz Finance
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Lasanoz Finance is a corporate finance and M&A advisory boutique founded
in 2004 by Alexander Neuber, based in Warsaw (Poland)
Lasanoz Finance co-operates with other advisors to bring the best
combination of skills and experience to a given project
Our current partners include Morgan Stanley, Dresdner Kleinwort
Wasserstein, The Royal Bank of Scotland, Unicredit Markets & Investment
Banking, Deloitte Advisory, and several boutiques located throughout
Central and Eastern Europe
Services offered by Lasanoz Finance include:
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M&A (buy- and sell-side)
Debt financing (corporate financing and project financing)
Special advisory services
Sector expertise in telecoms, power, steel, financial services, IT, new
media, broadcasting, real estate and infrastructure
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Our Partners
Morgan Stanley
London
Royal Bank of Scotland
London
Lasanoz Finance
Dresdner Kleinwort Wasserstein
London, Madrid
E&Y Corporate Finance, Warsaw
Deloitte Advisory, Warsaw
International Investments Group
Warsaw and Milan
Spektor, Sachs & Company
Kiev
WestLB
Warsaw, Milan and Budapest
Copernicus Group
Warsaw, Zagreb, Belgrade
Unicredit Markets & Investment Banking
Milan, Warsaw
Solon Management Consulting
Munich, Budapest
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Outline
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Introduction to Lasanoz Finance
Team Credentials
Value Creation Case Studies
Recent Transactions
M&A Track Record
Corporate Finance Track Record
Back-up Materials
November 2007
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Team Credentials
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Alexander Neuber (Managing Partner) has over 12
years of experience in M&A and Corporate Finance
in CEE
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4 years as head of Lasanoz Finance
1 year as Head of M&A and Portfolio Management of Poland’s
largest listed bank, Bank Pekao S.A., majority controlled by
Italy’s Unicredito
2.5 years as CFO of Elektrim, one of Poland’s major industrial
conglomerates with over 100 subsidiaries; negotiation of
Poland’s largest inward direct investment in 1999; handling of
divestment of 50 subsidiaries and acquisitions of internet
companies
5 years of principal investment experience with the EBRD in
London and Warsaw, including representing the EBRD on the
investment committees of five private equity funds
Has served on supervisory boards of several companies listed
on the Warsaw Stock Exchange, including bankier.pl currently
Fluent English, German, Polish, Italian; conversational
Spanish, Russian, French and Portuguese
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Team Credentials
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Dario V. Cipriani (Managing Partner) has over 20
years of business experience
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9 years of M&A and corporate finance experience with focus on
cross-border transactions
Based in Poland since 1996, served various Management
Boards including Parmalat Poland, Buditalia, Pulverit Poland,
Roncato Poland, Sport & More; and Supervisory Boards
including
Mapei, Euroaccounting, Copernicus Capital,
Stalexport
3 years of business development experience in the USSR (FSU)
for Richco, a Swiss-American commodity trader; also worked
for SIMET Trading in Lugano, Switzerland in charge for
sourcing of all Russian commodities
3 years with McKinsey and 3 years with ETC Consulting in
London
Speaks and writes fluent English, Italian, Spanish;
conversational French and Polish
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Team Credentials
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Tomasz Maj (Executive Director) has 10 years
experience in Structured Finance
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10 years of corporate finance experience as Executive Director
in WestLB in Warsaw with primary focus on energy-related and
infrastructure projects; also involved in the fields of
telecommunication and transportation
2 years as Country Manager with British Gas Poland,
responsible for the establishment and management of the
British Gas office in Warsaw; co-authored the Company's
business strategy for Poland
10 years of experience in evaluation of new-venture and
acquisition opportunities with British Gas in Tunisia, USA and
UK as well as with Acre Oil in UK
Speaks English and Polish (bilingual)
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Team Credentials
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Mateusz van Wollen, CFA, (Director) has 10 years
of experience in Finance
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2 years with Lasanoz Finance, focusing on business
development, analysis, and project management
5 years of portfolio management and investment analysis
experience with a private equity fund in Vancouver, Canada
2 years as CFO of a venture technology company listed on the
Toronto Venture Exchange
CFA charter holder since 2001
CFA instructor (Schweser) since 2003
First-class modeling, statistics, and applied mathematics skills
Fluent English and Polish
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Team Credentials
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Ewa Kacprzak-Olszewska, FCCA, (Director) has
9 years of experience in Finance
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1 year with Lasanoz Finance, with investment analysis and
project management experience
5 years of financial audit and advisory experience with KPMG
Poland; significant experience in consolidated financial
statements and the Warsaw Stock Exchange financial reporting
3 years as deputy CFO of Elektrim, one of Poland’s major
industrial conglomerates
with
over 100 subsidiaries;
responsible for restructuring the finance function
ACCA member since 1999
FCCA since 2004
Fluent Polish and English
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Team Credentials
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Wojciech Jezierski (Director)
of experience in Finance
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has
7
years
1 year with Lasanoz Finance, focusing on business
development, special projects and modeling
6 years of corporate finance experience with Pekao Access
(UniCredit Group), focusing on corporate acquisitions and
disposals, mergers and capital raising, strategic finance
advisory
Extensive practical knowledge regarding many sectors
including financial services and fuel industry
Significant experience in financial modeling, valuation and due
diligence
Fluent Polish and English
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Team Credentials
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Aleksander Skołożyński (Senior Analyst) has 2
years of experience in Finance
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2 years of corporate finance experience with Concordia Espirito
Santo Investment (Banco Espirito Santo Group), notably in
company valuations, strategy appraisal and negotiations
Completed CFA level 1
Fluent in Polish, English and French
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Outline
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Introduction to Lasanoz Finance
Team Credentials
Recent Transactions
Value Creation Case Studies
M&A Track Record
Corporate Finance Track Record
Back-up Materials
November 2007
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Recently Completed Transactions
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Completed BUY-Side Transaction (2007):
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M&A Advisor in association with CORE Sp. z o.o.,
WestLB and Unicredit Markets and Investment
Banking, to Atlantia SpA with regard to the
acquisition of a 50%+ interest in Stalexport S.A.
(see Case Study in next section)
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Completed BUY-Side Transaction (2007):
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M&A Advisor to MIH/Naspers, the listed South
African media company, with regard to the tender
offer for 100% of listed Polish Internet company
Gadu-Gadu S.A.
(Transaction closing next month)
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Recently Completed Transactions
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Completed SELL-Side Transaction (2007):
 M&A co-Advisor, with Ernst & Young Corp. Finance,
to Copernicus Capital with regard to the divestment of
Adriatic Kabel, a cable TV company
(see Case Study in next section)
Completed BUY-Side Transaction (2006):
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USD 23m acquisition of 22% in publicly-listed steel
conglomerate Stalexport S.A. by Italian motorway
operator Autostrade SpA (now Atlantia SpA); company
advised by the International Investments Group (Core
Sp. z o.o.), WestLB and Unicredit Markets &
Investment Banking; own role: co-advisor working
with Core Sp. z o.o
November 2007
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Recently Completed Transactions
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Completed Advisory Transaction (2006):
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Exclusive Financial Advisor to P4 Sp. z o.o.
(formerly Netia Mobile Ltd) with regard to EUR
150m 10-year senior corporate loan facility;
Arranger and Underwriter: China Development
Bank
Completed BUY-Side Transaction (2006):
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M&A Advisor to a foreign Real Estate Group with
regard to the acquisition of a major Polish Hotel
(details not disclosed)
November 2007
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Outline
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Introduction to Lasanoz Finance
Team Credentials
Recent Transactions
Value Creation Case Studies
M&A Track Record
Corporate Finance Track Record
Back-up Materials
November 2007
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Value Creation Case Study 1:
Sale of Adriatic Kabel
Transaction Background
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Adriatic Kabel emerged from a highly fragmented Croatian
CATV industry as the No. 2 operator, after Copernicus
Capital’s successful consolidation of many smaller players
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Lasanoz Finance was retained together with Ernst & Young
Corporate Finance as exclusive sell-side co-advisors
Key Challenges
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Adriatic Kabel had complex corporate structure, having
completed 11 separate acquisitions in the prior two years
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A simultaneous transaction process involving the Company’s
main competitor, the No. 1 player, advised by CA-IB, posed
a constant threat of derailing the Adriatic Kabel transaction
and required a tight timeline to be followed
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Value Creation Case Study 1:
Sale of Adriatic Kabel, cont’d
Results
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Austrian electrical utility BEWAG emerged as the successful bidder
after a highly competitive auction process involving simultaneous due
diligence of the final four bidders compressed into only two weeks
The final Transaction Value
10x EBITDA
5x Revenues
obtained is not disclosable,
however it exceeds 5x operating
Entity 11
n/a (offer incomplete)
Initial Offer
revenues and 10x EBITDA based
Entity 10
Revised Offer
Entity 9
Final Price
on audited 2006 financial results
Entity 8
Entity 7
Entity 6
Entity 5
Entity 4
Entity 3
Entity 2
BEWAG = Entity 1
November 2007
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Value Creation Case Study 1:
Sale of Adriatic Kabel, cont’d
Benchmarking the Result Obtained
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The result set a new benchmark in CATV transactions in Europe, with
exit multiples of current-year sales and EBITDA higher than the
average exit multiple based on similar transactions occurring in Europe
over the previous two years
The sales and EBITDA 25.0x
Sales exit multiple
EBITDA exit multiple
exit multiples were also
substantially higher than 20.0x
Above-Average
the respective multiples
Value Attained
15.0x
implied
by
Liberty’s
acquisition of Karneval 10.0x
19.8x
Media in the Czech
12.7x
5.0x
10.0x
Republic
last
year,
6.9x
6.6x
3.8x
through an auction run
by Credit Suisse
Average multiple
Multiple implied by
Adriatic Kabel exit
implied by precedent
CATV transactions
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Lasanoz Finance
Liberty's acquisition of
Karneval
multiple
Source: MergerMarket
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Value Creation Case Study 1:
Sale of Adriatic Kabel, cont’d
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The successful bidder, BEWAG, also acquired the No. 1 player in the
market through the parallel transaction process
Based on the total price paid for both companies the implied price per
CATV subscriber and price per revenue-generating unit (RGU)* for
Adriatic Kabel were 14% and 23% higher, respectively, than the
results achieved by the No. 1 player
Adriatic Kabel attained higher prices despite having a much lower
percentage of its network upgraded to the modern two-way standard
Price per Subscriber
+14%
No. 1 player
*
Price per RGU
+23%
Adriatic Kabel
No. 1 player
Adriatic Kabel
A Revenue Generating Unit (RGU) is defined as a TV subscriber or an Internet subscriber, where a user of both counts double
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Value Creation Case Study 2:
Acquisition of Stalexport
Transaction Background
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Stalexport S.A., a listed Polish conglomerate active in the trade &
distribution of steel products as well as motorways operation, was
experiencing significant financial difficulties, burdened by severe debts
from failed historical operations
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Lasanoz Finance was part of the advisory team which identified the
opportunity in finding a strategic investor for the company and divesting
the ailing steel operations to crystallize the value residing within Stalexport
as the owner of one of only two motorway concessions in Poland
Key Challenges
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The severity of the company’s financial situation made it difficult to spark
interest among risk-averse infrastructure funds and motorway operators
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Stalexport’s CEO was under investigation throughout the transaction by
the Polish central bureau of investigation, for alleged misconduct during his
tenure as Treasury Minister in a past Polish government
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Value Creation Case Study 2:
Acquisition of Stalexport, cont’d
Key Challenges, cont’d
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In parallel to the negotiation of an Investment Agreement with Atlantia,
the strategic investor which the advisory team secured for the company,
Stalexport was simultaneously negotiating the settlement of PLN 300m+
of historical debts with a consortium of 9 banks as well as the State
Treasury
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During the late stages of the transaction, a major shareholder of
Stalexport, controlled by the government, mounted obstructionist tactics
in spite of widespread support for the transaction among the larger
shareholder base, national government, and Ministry of Transportation
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Two co-advisors, UniCredit and WestLB, were also involved as coadvisors to Atlantia, increasing the complexity of coordinating the
various modeling, valuation, and negotiation efforts
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Conducting due diligence with utmost confidentiality was a challenge in
light of the large (40+) advisory team and Stalexport’s status as a
reporting issuer listed on the Warsaw Stock Exchange
November 2007
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Value Creation Case Study 2:
Acquisition of Stalexport, cont’d
Results
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In spite of all these difficulties, the advisory team managed to close the
transaction in mid 2007, after a 2.5-year effort
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Atlantia paid PLN 268 million for its 50% stake, which was worth over
PLN 900 million at the conclusion of the transaction
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Over EUR 160m value was
created for Atlantia, as the value
of the company appreciated by
350% from the start of the project
to the conclusion of the transaction
500
Share price at 30 June 2005 = 100
450
400
Value
created
350
300
Share Price at start of
engagement: PLN 1.50
250
Stalexport
200
WIG index
150
100
Share price at
completion: PLN 7.00+
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November 2007
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Outline
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Introduction to Lasanoz Finance
Team Credentials
Recent Transactions
Value Creation Case Studies
M&A Track Record
Corporate Finance Track Record
Back-up Materials
November 2007
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Track Record:
Other M&A Transactions
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Completed SELL-Side Transactions:
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2005: Sale* of Romania’s leading domestic ERP
company, Totalsoft S.A., to Global Finance of Greece;
own role: sell-side M&A advisor, with Capital Advisory
Services, acting on behalf of equity fund SEAF and four
individual shareholders
2004: USD 15m sale of real estate developer Pekao
Development to Pirelli SpA; no outside advisors; own
role: Head of seller’s M&A department structuring auction
and negotiating transaction
2004: USD 17m sale of listed privatisation fund NFI
Jupiter and fund manager Trinity through a management
buy-out financed by AIB subsidiary Bank Zachodni WBK;
own role: Head of seller’s M&A department negotiating
transaction
2003: USD 6.5m sale of Bank Pekao Tel Aviv to Bank
Hapoalim (Israel); no outside advisors; own role: Head of
seller’s M&A department negotiating transaction
* Transaction value was not disclosed
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Track Record:
Other M&A Transactions, cont’d
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Completed SELL-Side Transactions:
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2001:
EUR 589m sale of 2% of Elektrim
Telekomunikacja and fixed line companies to
Vivendi; advised by Morgan Stanley; own role:
CFO of selling company
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2001: USD 10m sale of portfolio of 37 non-core
subsidiaries to Warsaw Equity Holdings; fairness
opinion by Cap Gemini Ernst & Young; own role:
CFO of selling company
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1999: USD 1.2 billion sale of 49% of telecoms
holding Elektrim Telekomunikacja to Vivendi;
advised by Merrill Lynch and CSFB; own role: CFO
of selling company
November 2007
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Track Record:
Other M&A Transactions, cont’d
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Completed BUY-Side Transactions:
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2000: USD 45m all-share acquisition of internet
retailers Easynet/AGS (empik.com) from Eastbridge;
advised by DLJ; own role: CFO of acquiring company
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2000: USD 7.5m acquisition of internet portal
poland.com; no outside advisors; own role: CFO of
acquiring company
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1999: USD 20m acquisition of 8.7% stake in Polish
non-food
retail
conglomerate
Eastbridge
via
convertible bond instrument; seller advised by Capital
Advisory Group (Poland); own role: Banker leading
transaction for EBRD, investing alongside AIG Fund
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EASTBRIDGE N.V.
1998: USD 30m acquisition of 31% in publicly-listed
steel conglomerate Stalexport S.A.; company advised
by Lazard and Flemings; own role: Banker leading
transaction for EBRD
November 2007
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Outline
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





Introduction to Lasanoz Finance
Team Credentials
Recent Transactions
Value Creation Case Studies
M&A Track Record
Corporate Finance Track Record
Back-up Materials
November 2007
Lasanoz Finance
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Track Record:
Other Corp. Finance Transactions
 Completed Corporate Finance Transactions:
 2003: USD 7m corporate facility to refinance existing
short-term debt and provide acquisition finance for
Croatian outdoor advertising company Metropolis,
controlled by Polish VC fund Innova Capital; arranger:
Hypo-Alpe-Adria Bank, Austria; own role: corporate
finance advisor to Metropolis and Innova Capital
 2001: USD 392m 14-year project finance facility for
coal-fired power plant PAK S.A., Poland’s largest power
financing since 1990; no outside advisors; arrangers:
WestLB, Citibank, EBRD; own role: CFO of controlling
shareholder and lead negotiator; largest Polish debt
facility of 2001
November 2007
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Track Record:
Other Corp. Finance Transactions
 Completed Corporate Finance Transactions:
 2001: USD 200m High-Yield Bond for PTC ERA GSM;
arranger: Deutsche Bank; own role: CFO of controlling
shareholder
 2000: EUR 650m senior corporate loan facility for
mobile phone operator PTC ERA GSM; arrangers:
Deutsche Bank, Dresdner Bank, EBRD; own role: CFO of
controlling
shareholder
of
borrower,
negotiating
transaction; largest Polish corporate facility of 2000
 1997: FF 120m project finance facility for Air Liquide /
Huta Katowice in Poland; no outside advisors; own role:
Banker co-leading transaction for EBRD
November 2007
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Outline
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
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Introduction to Lasanoz Finance
Team Credentials
Recent Transactions
Value Creation Case Studies
M&A Track Record
Corporate Finance Track Record
Back-up Materials
November 2007
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Back-up Materials
Track Record
2007
2007
2006
2006
2005
2005
2004
Not
Disclosed
EUR [ ]*m
EUR 70m
EUR 150m
USD [ ]*m
USD [ ]*m
EUR 85m
USD 15m
Sale of Adriatic Kabel
Acquisition of 50%+ in
Stalexport S.A.
10-year Senior Corporate
Loan Facility
Acquisition of
Polish Hotel
Sale of TotalSoft
UMTS Licence Tender
Sale of
Pekao Development
M&A co-Advisor
M&A co-Advisor
Exclusive Financial
Advisor
Advisor
Sell-side M&A Advisor
Exclusive Financial
Advisor
Head of seller’s M&A
department
2004
2003
2003
2001
2001
2001
2001
USD 17m
USD 6.5m
USD 7m
USD 392m
USD 10m
EUR 589m
USD 200m
Sale of
NFI Jupiter
Sale of
Bank Pekao Tel Aviv
Acquisition and Corporate
Finance Facility
14-year Project
Finance Facility
Sale of portfolio of 37
non-core subsidiaries
Sale of 2% in
Elektrim Telekomunikacja
High-Yield Bond Facility
Head of seller’s M&A
department
Head of seller’s M&A
department
Corporate Finance Advisor
CFO of controlling
shareholder
CFO of selling company
CFO of selling company
CFO of controlling
shareholder
2000
2000
2000
1999
1999
1998
1997
EASTBRIDGE N.V.
EUR 650m
USD 7.5m
USD 45m
USD 1,200m
USD 20m
USD 30m
FF 120m
Senior Corporate Loan
Facility
Acquisition of Internet
Portal
Acquisition of
Easynet/AGS
Sale of 49% in
Elektrim Telekomunikacja
Acquisition of
8.7% in Eastbridge
Acquisition of
31% in Stalexport SA
Project Finance Facility
CFO of controlling
shareholder
CFO of acquiring company
CFO of acquiring company
CFO of selling company
EBRD Banker leading
transaction
EBRD Banker leading
transaction
EBRD Banker co-leading
transaction
November 2007
Lasanoz Finance
* Transaction value not disclosed
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Back-up Materials
Abridged CV of Alexander Neuber
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2004 -
Managing Partner, Lasanoz Finance
Corporate Finance and M&A Advisor
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2003/04
Head of M&A and Portfolio Management
Bank Pekao S.A., controlled by Unicredito of Italy
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2002/03
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1999-01
Independent Corpfin and M&A Advisor
CFO, Elektrim
Poland’s largest diversified conglomerate with USD 1bn in sales, >
15,000 employees and > 100 subsidiaries
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1996-99
Principal Banker and Acting Office Head,
EBRD Warsaw Resident Office, Poland
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1994-96
Economist, Chief Economist’s Office, EBRD
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1992-94
MPA, Kennedy School of Government, Harvard University
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1988-92
BSc (Econ) and MSc, London School of Economics
November 2007
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Back-up Materials
Recommendations from previous transactions
November 2007
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Contact Details
Alexander Neuber
Managing Partner
Lasanoz Finance
Email:
Tel:
Mob:
Fax.:
[email protected]
+48 586 3366
+48-606 33 08 33
+48-22-825 22 22
Saski Crescent, 7th Floor
Krolewska 16, 00-103 Warsaw, Poland
November 2007
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