Introduction 2017 About Us Sterling Capital is a China centric - - PowerPoint PPT Presentation

Introduction 2017

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Sterling Capital is a China centric boutique M&A firm with extensive “on the ground” China experience since 2003. We are small & medium size enterprise specialist and have successfully executed numerous cross border transactions. The firm provides, merger & acquisition, fund raising and strategic financial advisory services. Sector expertise includes technology, digital media, advertising, international education and hospitality. Many years of experience allows us to specialize in carefully bridging the cultural nuances between the East and West. This strategic approach produces win win outcomes for acquirers and acquired companies alike. Rapid technology advances in all sectors has resulted in significant

• pportunities in the market. Chinese and South East Asia companies seek

access to technology and client bases in the West and Western companies seek access to the vast Asia market. Cross border deals provide significant growth for both.

About Us

www.sterlingcapital.asia China centric cross border mergers & acquisitions

About Us

We very carefully match entrepreneur based companies with growth

• riented corporations, investors, private equity and venture capital funds.

We believe very strongly that “not all funding sources and acquirers are created equal”. The magic is in the match up. Matching long term corporate, financial and personal objectives as well as the human elements with buy side and sell side parties makes or breaks a win win deal. As a boutique firm clients are assured the principal’s day to day direct involvement in every detail of every transaction. We do not rely on junior partners to make critical executive level decisions or client recommendations. Sterling Capital represents buy side and sell side companies as well as VC & PE deal sourcing & exits.

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Main Services

M&A Buy Side Advisory

Strategic M&A cross border or domestic expansion, market entry acquisition, growth acquisition, management buyout, PE/VC deal sourcing.

M&A Sell Side Advisory

Divestiture, domestic & cross-border, shareholder exit, PE/VC industry sale portfolio company exits.

Fundraising Advisory

Strategic investors, institutional investors PE/VC, HNI, family office.

Strategic Alliances Advisory

Making connections between domestic firms and global players.

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Competitive Advantages

“On the ground” China experience since 2003. Extensive cross border Buy Side and Sell Side deal sourcing network. Comprehensive fund raising network with numerous global USD & RMB funding sources, including PE, VC, Corp. investors and High Net Worth individuals. Strategic Multi National Corp. network. 100% client satisfaction with numerous closed deals. US, China, Japan, South Korea experience with a strong Thailand Presence

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Sterling Capital As Your Financial Advisor

• M&A/fund raising can be disruptive to the core business.
• Sterling Capital will minimize disruption by executing a smooth & time

sensitive process and by budgeting management’s needed time wisely.

Time

• Management should NOT be directly involved with price/valuation

negotiations.

• Sterling Capital will closely manage negotiations and take the bad cop
• role. Management should always be the good cop.
• Sterling Capital professionals will act logically during emotionally

intense negotiations. We will deflect any negotiation tension off management to assure a fresh start with new partners.

Negotiations

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Sterling Capital As Your Financial Advisor

• SC as your Financial Advisor will minimize the “noise” and execute a

timely & professional process. Financial Advisor must, develop & defend valuation methodology and offer sound supportive reasoning.

• Not all money is created equal. SC will be sure the interest and goals
• f the client are aligned with the requirements & investment style of

the funding sources.

• Don’t be fooled by excess capital in the market, it comes at a price.
• SC as your Financial Advisor offers extensive RMB & USD funding

sources with diversified investment styles & goals.

Sound Advice & Extensive Experience

• SC will follow up with each transaction and be there to help plan and

execute additional financing, acquisitions, divestitures, strategic alliances, JV, trade sales through the lifecycle of the business.

Post Transaction & Follow Up

www.sterlingcapital.asia China centric cross border mergers & acquisitions

M & A Process & Timeline

✓ Advisor client meeting to determine M&A objectives ✓ Advisor engagement ✓ Advisor internal due diligence ✓ Internal Valuation modeling ✓ Valuation, terms and conditions client meeting ✓ Coded executive summary ✓ Create Qualified target list ✓ Send coded executive summary to target list ✓ NDA NCA signed with qualified targets ✓ Send M&A Company Presentation to qualified target list ✓ Schedule roadshow for qualified target meetings ✓ Follow up Q&A from roadshow ✓ LOI ( Letter of Intent) with interested qualified targets ✓ Answer phase 1 due diligence questions ( Financial Statements ) ✓ Initial valuation discussions ✓ Answer phase 2 due diligence questions ( client/supplier contracts, employment contracts, leases, titles etc.) ✓ Formal valuation negotiations ✓ Engage legal counsel ✓ Term Sheet ✓ Formal Term Sheet negotiations ✓ SPA (Sales Purchase Agreement )drafted ✓ SPA terms and conditions negotiated ✓ Closing, documentation signing & Funds Transfer

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Fund Raising Process & Timeline

✓ Advisor client meeting to determine Fund Raising

• bjectives & use of proceeds, debit vs equity

✓ Advisor engagement ✓ Advisor internal due diligence ✓ Internal Valuation modeling based on amount being raised if equity ✓ Valuation/ Debit terms and conditions client meeting ✓ Executive summary ✓ Create qualified investor/lender target list ✓ Send executive summary to target list ✓ NDA NCA signed with qualified targets ✓ Send Company Presentation to qualified target list ✓ Schedule roadshow for qualified investor/lender target meetings ✓ Follow up Q&A from roadshow ✓ Answer phase 1 due diligence questions ( Financial Statements, post money business plan, projections, use

• f proceeds etc. )

✓ Initial investor/lender valuation/ interest rate/terms conditions discussions ✓ Ask for LOI ( Letter of Intent) from interested qualified targets ✓ Answer phase 2 due diligence questions ( client/supplier contracts, employment contracts, leases, titles etc.) ✓ Formal valuation/ interest/terms/conditions negotiations ✓ Engage legal counsel ✓ Term Sheet ✓ Formal Term Sheet negotiations ✓ SPA (Sales Purchase Agreement )drafted if Equity investment ✓ Loan Documents drafter if debit ✓ SPA / Loan docs terms and conditions negotiated ✓ Closing, documentation signing & Funds Transfer

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Transactions by Sterling Capital

Singshine Group

A leading below-the-line (BTL) marketing company in China, sold to a listed media company.

USD 19 M M-in

One of the biggest mobile service providers (SP) in China, sold to a National Media Platform in China.

USD 47 M Convey Group

The biggest outdoor media company in Hong Kong, sold to a Outdoor media firm in

• Shanghai. China.

USD 125 M JCBN

A Shanghai based integrated advertising group merged with a larger advertising firm in China.

USD 105 M

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Transactions by Sterling Capital

Century Media

TV and radio production house, sold to a top TV holding company in Beijing.

USD 10 M Teddy Advertising Group

Integrated advertising group, a large advertising company in Shanghai.

USD 30 M Hyperlink Research

Professional consumer research company, sold to a top Japanese research company.

USD 11 M Enevate

Co-advisory 10,000,000 Series B-1 fund raise from China based VC.

USD 10 M

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Our Team

Sterling LeFevre

• Mr. LeFevre moved to Shanghai China in 2003 from Santa Barbara

California to pursue M&A Financial Advisory. In addition to M&A he guided numerous Chinese firms through the fund raising process from start up to Pre-IPO. Mr LeFevre has also advised numerous MNC on developing and executing their China strategy. His M&A efforts have resulted in transactions ranging from 10 to over 100 million USD. Currently Mr LeFevre is a senior advisor on a large scale mixed use commercial real-estate development encompassing over 250,000 sqm & an investment of over $50 m USD. Prior to moving to Asia Mr. LeFevre, who is originally from Columbus Ohio, consulted on the successful launch and business development of Santa Barbara Market Neutral Fund，a fund of funds hedge fund. During that time period Mr. LeFevre also advised on numerous private equity placements and was instrumental in the founding of The Dream Foundation.

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Our Team

Rick Yang

Rick Yang is a highly experienced and qualified CFA level three finance

• professional. Rick’s positions include CEO of Roi Energy a Chinese publicly

listed company involved in planning, engineering and management company operations. Roi Energy provides one-stop energy auditing, planning, engineering, operation management, and cloud-based software services to various energy users.

• Mr. Yang served as Managing Director of Xinhua Capital a boutique

Investment Bank based in Shanghai which specialized in cross border M&A and fund raising prior to it’s rebranding as Sterling Capital. Rick lead numerous successful M&A and fund raising transactions. Prior positions include Director of Xinhua Finance as well as Business Development Manager for Ping An Pension Insurance company of China. Mr Yang holds a MBA from Boston University School of Management where he was Vice Chairman of the Chinese MBA Association.

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Our Team

Carrie Zhai

• Ms. Zhai provides communication and transaction support for Sterling
• Capital. Ms. Zhai started her career in academia as a researcher and an

instructional designer. She was engaged with a Workplace Initiative – ADVANCE funded by National Science Foundation (NSF) dedicated to improve the recruitment, retention, and advancement of women faculty in the College of Sciences and Engineering in American higher education, which contributed to the development of a more diverse science and engineering workforce in USA. She also joined an international collaborative endeavor initiated by University of Alberta exploring the notion of instructional design cultures from different cultural perspectives, which made strong implications for the development of future research protocol for studying instructional design culture models. In addition, Ms. Zhai served as a communication director on a privately funded project in gas and oil industry, which aimed to facilitate international gas trade by supporting industry transparency, efficiency, and effectiveness.

• Ms. Zhai holds a Ph.D. in Instructional Technology and Learning Sciences,

and an M.A.in Languages, Philosophy, and Speech Communication, Utah State University.

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Our Team

Henry Song

• Mr. Song holds a CFA level 3, BA in finance from Shanghai University and a

MBA from Boston University. He has worked with Mr LeFevre since 2008. Mr Song has lead numerous mandates and is key to matching buy & sell side M&A clients as well as screening funding sources. Mr Song also specializes in complex valuation models . Prior to joining Sterling Capital,

• Mr. Song worked at the M&A Department of a Nasdaq listed company.

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Our Team

Justin OH

• Mr. Oh worked as an investment manager at Xinhua Capital a boutique

Investment Bank based in Shanghai which specialized in cross border M&A and fund raising prior to it’s rebranding as Sterling Capital. Justin worked on numerous successful M&A and fund raising transactions. Prior Mr. Oh completed a Bachelors degree in Commerce & Finance from the University

• f Toronto and a Chinese language intensive course at the prestigious

Tsinghua University. His speciality is facilitating cross border transactions between the West, China and South Korea.