Bedrijven overnemen of een MBO organiseren: hoe pakken we het aan en - PowerPoint PPT Presentation

Bedrijven overnemen of een MBO organiseren: hoe pakken we het aan en… hoe financieren we het? 13 november 2018, Kortrijk Xpo

Programma  16.00u Welkomst & koffie (Agoria, Jean-Marc Timmermans)  16.15u Structureren van overnames (AmbosLaw–Caroline Wildemeersch)  17.00u Bedrijven overnemen en overlaten (Vista Capital –Werner Poot)  17.45u Externe groeifinanciering (PMV –Filip Lacquet)  18.30u Walking dinner, netwerk gelegenheid

Structureren van overnames Caroline Wildemeersch, Ambos Law

WE LISTEN, ACT & SOLVE

Structuring and legal aspects of external growth transactions Agoria 13 November 2018 Caroline Wildemeersch Ambos

OUR FIRM  We are an independent, full service law firm with over 25 lawyers based in Antwerp, Brussels and Ghent  We have market leading capabilities in corporate, finance, real estate, arbitration, mediation and litigation, employment, transport and logistics and numerous niche areas of expertise  We are dealmakers and work with our clients in creative and innovative ways to achieve deals and commercial solutions

DEFINITIONS  MBO: The purchase of a controlling percentage of a Target’s shares by its management (Management Buy Out)  MBI: The purchase of a controlling percentage of a Target’s shares by institutional investors that put in place a management-buy-in team (Management Buy In)  LBO: The purchase of a controlling percentage of a Target’s shares by its management or outside investors, financed mainly with funds borrowed under senior debt and risk capital investors (Leveraged Buy Out)

PARTIES INVOLVED  Seller(s)  Management team of Target  Institutional investors  Risk capital provider: private equity provider  Senior debt provider (e.g. bank)  Lawyers  Corporate finance advisors  Other advisors

SALE PROCESS  Preparatory phase Contact with corporate finance advisors (determine value, price and other material  conditions) Determine structure (MBO, MBI, sale to industrial party, auction)   (in case of MBO) contacts with senior debt providers  Prepare company for take-over (clean-up, identify risks) Identify potential purchasers   Signing non-disclosure agreement (NDA) & letter of intent (LOI)  Due diligence  Drafting & negotiation contracts  (in case of MBO) Negotiations with senior debt providers  Signing & Closing

STRUCTURING MBO - MBI MANAGEMENT SELLERS TEAM Acquisition agreement RISK CAPITAL NEWCO TARGET PROVIDER Banking document BANK SUBSIDIARIES

CONTRACTS  NDA (non-disclosure agreement)  LOI (letter of intent)  SPA (share purchase agreement)  SHA (shareholders’ agreement)  Management agreement(s)  SFA (senior facilities agreement)

SPA: STRUCTURE  Sale shares  2-step transaction or 1-step transaction  Price  Often EBITDA calculation  No cash no debt transaction  Closing accounts or locked-box principle  Earn-out  Mitigates risk purchaser  Based upon future results (often EBITDA)  Protective ring-fencing provisions

SHA: STRUCTURE  Investments  Equity  Loans  Profit shares  Management company  Right to propose directors  Board of directors – general meeting  Veto rights with respect to certain matters  Deadlock situation (exotic solutions: e.g. texan shootout)  Day-to-day management  Operational freedom & workability (practical?)

SHA: STRUCTURE  Transfer shares  Standstill  Pre-emption rights (right of first refusal: voorkooprecht)  Tag along rights (right to sell together with majority shareholder: volgrecht)  Drag along rights (to be forced to sell together with majority shareholder: volgplicht)  Good leaver / bad leaver + options  Specific (exotic) mechanisms: anti-dilution mechanisms / ratchets / preferential shares / liquidation preferences / floors / etc.  Non-compete  X years after holding any shares  Articles of association

MANAGEMENT AGREEMENT  With management company / manager  Bad leaver – bad leaver call option  Limited events  Leaver without cause  Dismissed for cause (zware fout)  Right for other shareholder to purchase shares leaver at discount  Good leaver – good leaver put option  Death / permanent disability  Leaver with cause  Catch all  Right for leaver to oblige other party to purchase shares leaver at market value  Non-compete

FINANCING: FINANCIAL ASSISTANCE  Financial assistance:  Advancing funds, granting loans or providing securities with a view to acquire its own shares or its profit sharing certificates  Het voorschieten van middelen, toestaan van leningen of stellen van zekerheden door een naamloze vennootschap met het oog op de verkrijging van haar aandelen of van haar winstbewijzen  Limited transactions:  Advancing funds  Granting loans  Providing securities  Chronology is not important, intention is important (met het oog op)

FINANCIAL ASSISTANCE  Principle: financial assistance is allowed provided the following conditions are met  Market conditions  Report board of directors  Decision by general meeting  Funds available for distribution  Amount equal to the assistance must be reserved ( onbeschikbare reserve )  If conditions are not met, financial assistance is prohibited  Stringent sanctions (director’s liability / fines / imprisonment)  Other solutions

FINANCING: FINANCIAL ASSISTANCE  Pledge on shares target  Super dividend  Capital reduction  Assistance by subsidiaries of target  Asset deal

THANK YOU FOR YOUR ATTENTION! In case of queries, feel free to contact me on: Direct: 02/290 04 38 Mobile: 0476/29 72 63 caroline.wildemeersch@amboslaw.be

Bedrijven overnemen en overlaten Werner Poot, Vista Capital

Vista Capital Advisors About value, valuation and acquiring companies Vista Capital Advisors is an independent corporate finance advisory boutique based in Belgium. We provide high-quality financial advisory services to individual and corporate clients in relation to mergers & acquisitions, financing, restructurings and other strategic matters.

Content • Introduction Vista Capital Advisors • Defining value • Valuation • Transactions process • Acquisition Finance

Vista Capital Advisors Vista (www.vistacapital.be) is an independent corporate finance boutique with its roots in • Belgium. We advise corporate and private clients on mergers and acquisitions, (debt) financing, restructuring and related strategic matters. Partners have extensive corporate finance and legal expertise. • Vista Capital Advisors is a NYSE EURONEXT accredited Listing Sponsor • Since November 2017 Vista is part of an international network of selected independent • corporate finance firms with a primary focus on the origination and execution of middle-market M&A activities (www.pangeamanda.com) .

Vista’s Services • Advisory services on Capital Structuring Acquisition finance - Growth finance ; Private Equity & Venture Capital - Private debt (mezzanine) - Bonds - • Advisory services on Mergers and Acquisitions Sell-side: valuation, finding suitable investors, negotiation, closing transaction - Buy-Side: finding suitable targets, valuation and assessment, negotiation, structuring, financing - Advisory services on Management Buy-Outs & Management Buy-Ins - • Other Advisory Services Valuation services - Advisory on value-based balance sheet management - Ad hoc support on transactions; subcontracting as well as pro forma part of the client’s internal team - Board advisory -

Transaction Types Strategic or financial acquisitions • Complete transfer / sale of (family) business • Within the family - To external buyers / investors - Buy-out of one or more of the shareholders • Attracting growth capital • Capital increase - (Subordinated and/or convertible) bonds - Across all sectors (excl. catering and retail) •

Defining Value

Definition Book Value : • In accounting, value describes what something is worth in terms of something else - the value at which the asset is carried on a balance sheet and calculated by taking the cost of an asset - minus the accumulated depreciation Economic Value : • In economics, values describes the merit of the benefits of ownership. - the maximum amount a consumer is willing to pay for an item in an arm’s length transaction in a free - market economy Definition : “the value of an asset equals the current value of the future cash flows” -

Value Moving target • Perception - Changes over time - Cash is king • Free Cash Flow - Can be managed • NOT by means of financial manipulations - By means of strategic and operational plans - How to measure value? • Valuation - Arm’s length transaction - Listing -

Key Value Drivers Framework : Discounted Cash Flow valuation methodology • A company’s value depends on its Profit, the ROIC, its ability to grow and the • cost of capital : NOPLAT : after tax operating profits - g : expected (continuous) growth of NOPLAT - ROIC : Return on (re-)Invested Capital - WACC : Weighted Average Cost of Capital -