MANAGEMENTWISE [ mænɪdʒməntwaɪz ] neologism – 1.adj . Said of the advisor well versed in the art of effectively giving counsel to shareholder managers. – When it comes to buyouts, Oloryn Partners is definitely managementwise . 2.adv . From management’s point of view. – As CEO, I want my advisor to look at the deal managementwise. Introduction to Oloryn Partners
2 Content Introduction to Oloryn Partners Scope of work and Methodology Appendix - Track record - Management package principles - Shareholders agreement key issues
Introduction to Oloryn Partners 3 In France, Oloryn Partners is recognized as the leading advisory firm dedicated to giving counsel to management teams in buyout transactions ► Oloryn Partners is an independent financial advisory firm Oloryn Partners helps management ► Managers are our sole clients. We are therefore not teams structure their buyout : subject to any conflict of interest 1- With the “best” financial sponsor ► Our approach is « business-minded» 2- On the “best” terms ► Our senior team is composed of individuals who have previously closed as financial investors with leading private equity institutions, or as top managers of high profile, fast growing businesses
Introduction to Oloryn Partners 4 Our senior team is composed of individuals who have previously closed as financial investors with leading private equity institutions, or as top managers of high profile, fast growing businesses Roland de Farcy Frédéric Jannin Ludovic Thiebaut Stéphane Franchaud Chairman of Princesse Tam.Tam – Buy-out director at Apax Partners from Transaction services consultant at Buy-out director at 3i from 1998 to ► ► ► ► Comptoir des Cotonniers until 2009 2000 to 2004, and then at 3i from 2004 Accuracy from 2011 to 2013 2008 to 2008 LBO activities as manager and investor First experiences in private equity at Financial auditor and Corporate ► ► ► ► Management consultant at AT Kearney Naxicap Partners, from 2010 to 2011, Finance Consultant at Arthur ‒ CEO of Louisiane Group until 2008 from 1996 to 2000 and HLD Associés from 2009 to 2010 Andersen from 1995 to 1998 (LBO led by Perfectis) ► Construction manager at Dumez in Cairo ► Université Panthéon- Assas ► HEC ‒ Senior Advisor at 3i from 2005 to (Egypt) from 1994 to 1996 Magistère Banque-Finance and Master 2007 degree in banking and finance MBA Harvard Business School ► ► Chairman of Hennessy (LVMH Group) (Graduated with Distinctions / from 2002 to 2005 A. Sachs scholar) Founder & CEO of Spizza 30’, launched ► Ecole Centrale Paris in 1988, then merged with Pizza Hut Master of Engineering Cornell University which he ran until 2002 (Zellidja scholar) ► Consultant at the Boston Consulting Group (BCG) from 1980 to 1988 ► MBA Stanford Ecole Polytechnique
Introduction to Oloryn Partners 5 In France, Oloryn Partners is recognized as the leading advisory firm dedicated to giving counsel to management teams in buyout transactions (2/2) Oloryn’s achievements as recognized by its peers A unique track record ► More than 40 management teams advised since our founding in 2008 ► Advised management on one of the major public-to- private deal in France in 2012 (EV: € 2.5Bn) ► 20 LBOs realised in 2013/2014: ‒ Sébia (EV: € 1.3bn) ‒ Louvre Hotels Group (EV: 1.2bn) ‒ Projet Cortex (EV: € 800m) ‒ Maisons du Monde (EV: € 700m) ‒ Sandro Maje & Claudie Pierlot (EV : € 650m) ‒ Frans Bonhomme (EV: € 500m) ‒ MergerMarket (EV: € 460m – UK) ‒ Outremer Telecom (EV: € 400m) ‒ Speedcast (EV: $260m – IPO) ‒ FPS Towers (EV: € 200m) ‒ Europe Snacks (EV: n.c) ‒ Colisée Patrimoine (EV: n.c) ‒ Desk (EV: env. € 150m) ‒ Buy Way Personnal Finance (EV: n.c) ‒ Groupe JOA (EV: n.c) ‒ Invicta (EV: entre € 50 et € 100m) ‒ Mediascience - Jeulin (EV: env. € 50m) ‒ Arc International Cookware (EV: env. € 50m) ‒ Etrali (EV: inf. à € 50m) ‒ Michel & Augustin (EV: inf. à € 50m)
6 Content Introduction to Oloryn Partners Scope of work and Methodology Appendix - Track record - Management package principles - Shareholders agreement key issues
Scope of work and Methodology 7 Oloryn Partners helps management teams structure their buyout with the “best” financial sponsor, on the “best” terms The “best” financial sponsor The “best” terms Objective Financial investment Shareholders agreement ► Returns of management’s investment in ► Corporate governance ► Intuitu personae Criteria case of over-performance ► Rights and obligations of management ► Reputation ► Returns of management’s investment in in case of an exit (tag along, drag along, ► Fund size adapted to your industrial project common exit, IPO, etc.) case of under-performance ► Timing in the fund’s life cycle ► Impacts on management’s investment ► Individual case of exit ► Internal decision making process ( good leaver / bad leaver ) in case of equity injections ► Salary, bonus ► Fees / Reps & Warranties
8 Content Introduction to Oloryn Partners Scope of work and Methodology Appendix - Track record - Management package principles - Shareholders agreement key issues
Track Record 9 Oloryn Partners is a recognized player advising managers in all types of mid- and large-cap transactions (1/7) Enterprise value higher than € 500m (1/2) Trade sale signed in December 2014 Management buyout signed in December 2014 Buyer: Montagu PE, Astorg Partners Buyer: Jin Jiang International Seller: Starwood Capital Seller: Cinven Enterprise value: c. € 1.300m Enterprise value: c. € 1.200m Louvre Hotels group is Europe’s No. 2 budget operator with Sebia is a worldwide leader in innovative laboratory instruments and reagents based on electrophoresis a network of more than 1,100 hotels in more than 40 technology (2013 sales: € 160m) countries worldwide Trade sale closed n November 2013 Management buyout closed in August 2013 Buyer: Centerbridge & Angelo Gordon Buyer: Bain Capital Seller: Cinven Seller: Apax, LBO France Enterprise value: c. € 500m Enterprise value: Between € 650 and € 700m Frans Bonhomme is the market leader in the distribution of Maisons du Monde is an European leader in furnishing and plastic pipes and fittings in France. Group’s 2013 sales design. 2012 sales reached € 500m through a network of reached c. € 700m. 220 stores. Management buyout closed in June 2013 Public tender offer closed in October 2012 Buyer: Toyota Tsusho Corporation Buyer: KKR Seller: L Capital, Florac Seller: Groupe PPR Enterprise value: c. € 2.300m Enterprise value: c. € 650m SMCP is a French multinational clothing retailer composed With $3.1b in net sales in 2011, CFAO is an automobile and of three brands: Sandro, Maje & Claudie Pierlot. 2012 group pharmaceutical retailer in Africa and the French overseas sales reached € 390m through 550 outlets over the world. territories Management buyout closed in January 2012 Management package renegotiation over 2011 Buyer: Permira Buyer: n/a Seller: Alcatel-Lucent Seller: n/a Cortex Project Enterprise value: c. $1.500m Enterprise value: n/a (Confidential) With $550m in net sales in 2011, Genesys is specialized in Company specialised in the medical sector the supply of best-in-class customer service solutions
Track Record 10 Oloryn Partners is a recognized player advising managers in all types of mid- and large-cap transactions (2/7) Enterprise value higher than € 500m (2/2) Public tender offer closed in January 2011 Management buyout closed in May 2010 Buyer: Axel Springer Buyer: PAI Partners Seller: Fondateurs, Public Seller: IK Investment Partners, Astorg CERBA Enterprise value: c. € 650m Enterprise value: c. € 500m SeLoger.com is the French leader in web real-estate ads. Cerba European Lab is the French leader of Specialized Biology Laboratory (2009 sales: € 238m) The company is listed on Euronext Management buyout closed in March 2010 Trade sale closed in October 2008 Buyer: Cinven Buyer: Game Stop Seller: Montagu PE, Astorg Partners, ICG Seller: L Capital Enterprise value: c. € 800m Enterprise value: c. € 500m Sebia is a worldwide leader in innovative laboratory Founded in 1983, Micromania is the first video-game retailer owing more than 350 stores (2007 sales: € 500m) instruments and reagents based on electrophoresis technology (2009 sales: € 120m)
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