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Introduction to Oloryn Partners 2 Content Introduction to Oloryn - - PowerPoint PPT Presentation

MANAGEMENTWISE [ mndmntwaz ] 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 .


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Introduction to Oloryn Partners

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.

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Content

Introduction to Oloryn Partners Scope of work and Methodology Appendix

  • Track record
  • Management package principles
  • Shareholders agreement key issues

2

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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 ► Managers are our sole clients. We are therefore not subject to any conflict of interest ► Our approach is « business-minded» ► 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 3

Oloryn Partners helps management teams structure their buyout : 1- With the “best” financial sponsor 2- On the “best” terms

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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

4 Introduction to Oloryn Partners

Roland de Farcy

Chairman of Princesse Tam.Tam – Comptoir des Cotonniers until 2009

LBO activities as manager and investor ‒ CEO of Louisiane Group until 2008 (LBO led by Perfectis) ‒ Senior Advisor at 3i from 2005 to 2007

Chairman of Hennessy (LVMH Group) from 2002 to 2005

Founder & CEO of Spizza 30’, launched in 1988, then merged with Pizza Hut which he ran until 2002

Consultant at the Boston Consulting Group (BCG) from 1980 to 1988

MBA Stanford Ecole Polytechnique

Frédéric Jannin

Buy-out director at Apax Partners from 2000 to 2004, and then at 3i from 2004 to 2008

Management consultant at AT Kearney from 1996 to 2000

Construction manager at Dumez in Cairo (Egypt) from 1994 to 1996

MBA Harvard Business School (Graduated with Distinctions /

  • A. Sachs scholar)

Ecole Centrale Paris Master of Engineering Cornell University (Zellidja scholar)

Stéphane Franchaud

Buy-out director at 3i from 1998 to 2008

Financial auditor and Corporate Finance Consultant at Arthur Andersen from 1995 to 1998

HEC

Ludovic Thiebaut

Transaction services consultant at Accuracy from 2011 to 2013

First experiences in private equity at Naxicap Partners, from 2010 to 2011, and HLD Associés from 2009 to 2010

Université Panthéon- Assas Magistère Banque-Finance and Master degree in banking and finance

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In France, Oloryn Partners is recognized as the leading advisory firm dedicated to giving counsel to management teams in buyout transactions (2/2)

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)

5 Oloryn’s achievements as recognized by its peers Introduction to Oloryn Partners

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SLIDE 6

Content

Introduction to Oloryn Partners Scope of work and Methodology Appendix

  • Track record
  • Management package principles
  • Shareholders agreement key issues

6

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SLIDE 7

Oloryn Partners helps management teams structure their buyout with the “best” financial sponsor, on the “best” terms

7

The “best” financial sponsor The “best” terms

Objective Criteria

► Intuitu personae ► Reputation ► Fund size adapted to your industrial project ► Timing in the fund’s life cycle ► Internal decision making process

Financial investment Shareholders agreement

► Corporate governance ► Rights and obligations of management

in case of an exit (tag along, drag along, common exit, IPO, etc.)

► Individual case of exit

(good leaver / bad leaver )

► Salary, bonus ► Fees / Reps & Warranties

Scope of work and Methodology

► Returns of management’s investment in

case of over-performance

► Returns of management’s investment in

case of under-performance

► Impacts on management’s investment

in case of equity injections

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SLIDE 8

Content

Introduction to Oloryn Partners Scope of work and Methodology Appendix

  • Track record
  • Management package principles
  • Shareholders agreement key issues

8

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Oloryn Partners is a recognized player advising managers in all types

  • f mid- and large-cap transactions (1/7)

9 Track Record

Enterprise value higher than €500m (1/2)

Management buyout closed in January 2012 Buyer: Permira Seller: Alcatel-Lucent Enterprise value: c. $1.500m With $550m in net sales in 2011, Genesys is specialized in the supply of best-in-class customer service solutions Public tender offer closed in October 2012 Buyer: Toyota Tsusho Corporation Seller: Groupe PPR Enterprise value: c. €2.300m With $3.1b in net sales in 2011, CFAO is an automobile and pharmaceutical retailer in Africa and the French overseas territories Management buyout closed in June 2013 Buyer: KKR Seller: L Capital, Florac Enterprise value: c. €650m SMCP is a French multinational clothing retailer composed

  • f three brands: Sandro, Maje & Claudie Pierlot. 2012 group

sales reached €390m through 550 outlets over the world. Management buyout closed in August 2013 Buyer: Bain Capital Seller: Apax, LBO France Enterprise value: Between €650 and €700m Maisons du Monde is an European leader in furnishing and

  • design. 2012 sales reached €500m through a network of

220 stores. Management package renegotiation over 2011 Buyer: n/a Seller: n/a Enterprise value: n/a Company specialised in the medical sector Cortex Project (Confidential) Trade sale closed n November 2013 Buyer: Centerbridge & Angelo Gordon Seller: Cinven Enterprise value: c. €500m Frans Bonhomme is the market leader in the distribution of plastic pipes and fittings in France. Group’s 2013 sales reached c. €700m. Management buyout signed in December 2014 Buyer: Montagu PE, Astorg Partners Seller: Cinven Enterprise value: c. €1.300m Sebia is a worldwide leader in innovative laboratory instruments and reagents based on electrophoresis technology (2013 sales: €160m) Trade sale signed in December 2014 Buyer: Jin Jiang International Seller: Starwood Capital Enterprise value: c.€1.200m Louvre Hotels group is Europe’s No. 2 budget operator with a network of more than 1,100 hotels in more than 40 countries worldwide

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SLIDE 10

Oloryn Partners is a recognized player advising managers in all types

  • f mid- and large-cap transactions (2/7)

10 Track Record

Enterprise value higher than €500m (2/2)

Trade sale closed in October 2008 Buyer: Game Stop Seller: L Capital Enterprise value: c. €500m Founded in 1983, Micromania is the first video-game retailer

  • wing more than 350 stores (2007 sales: €500m)

Management buyout closed in March 2010 Buyer: Cinven Seller: Montagu PE, Astorg Partners, ICG Enterprise value: c. €800m Sebia is a worldwide leader in innovative laboratory instruments and reagents based on electrophoresis technology (2009 sales: €120m) Management buyout closed in May 2010 Buyer: PAI Partners Seller: IK Investment Partners, Astorg Enterprise value: c. €500m Cerba European Lab is the French leader of Specialized Biology Laboratory (2009 sales: €238m) CERBA Public tender offer closed in January 2011 Buyer: Axel Springer Seller: Fondateurs, Public Enterprise value: c. €650m SeLoger.com is the French leader in web real-estate ads. The company is listed on Euronext

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Oloryn Partners is a recognized player advising managers in all types

  • f mid- and large-cap transactions (3/7)

11

Enterprise value between €50m and €500m (1/3)

Track Record

LBO closed in July 2013 Buyer: Altice Seller: Axa Private Equity Enterprise value: c. €400m Outremer Telecom is the first telecom operator acting in French Overseas Regions (2012 sales: €195m) LBO closed in November 2013 Buyer: Apax Partners Seller: IK Investment Partners EV: n.c. Europe Snacks is the French specialist on the Savoury Snacks Market under private label brands with a turnover of 77 million € in 2012. LBO closed in December 2013 Buyer: BC Partners Seller: Pearson EV: €460m The Mergermarket Group provides the advisory, corporate and financial communities with actionable financial intelligence, analysis and data LBO closed in April 2014 Buyer: Chenavari Investment Managers Seller: APAX Partners EV: n.c Buy Way Personal Finance is one of the leading consumer credit institutions in Belgium and Luxembourg. In particular, it is the leader in retailer co-branded credit cards. LBO closed in September 2014 Buyer: Eurazeo PME, Founder Seller: Naxicap Partners, Foundeur Enterprise value: €175m Colisée group is France’s fourth-largest retirement home

  • perator. The group manages 57 establishments and

reached a turnover of c. €180m in 2013. IPO in August 2014 Listing market: Australian Securities Exchange (ASX) Seller: TA / Managers Enterprise value: $260m Based in HK, SpeedCast is a leading global network solutions provider, enabling critical communications on land and at sea. 2013 sales amounted to c. $120m LBO closed in December 2014 Buyer: Naxicap Partners Seller: Family shareholders Enterprise value: €150m Desk is a French leaders on the office equipment market with sales reaching c.€100m Restructuring closed in October 2014 Buyer: Alchemy & Davidson Kempner Seller: Bridgepoint & Loto du Québec Enterprise value: n.c. JOA is the third largest operator of casinos in France

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SLIDE 12

Oloryn Partners is a recognized player advising managers in all types

  • f mid- and large-cap transactions (4/7)

12

Enterprise value between €50m and €500m (2/3)

Track Record

Public tender offer realised in July 2011 Buyer: Axa Private Equity Seller: Apax Partners, Public Enterprise value: c. €300m Outremer Telecom is the first telecom operator acting in French Overseas Regions (2010 sales: €188m ; 558 000 subscribers) LBO closed in November 2011 Buyer: Activa Capital Seller: LFPI Enterprise value: between €50m and €75m Primavista is a photographers company specialized in maternity and infancy. In 2010, Primavista’s sales amounted to €65m LBO closed in July 2012 Buyer: LBO France Seller: HIG Enterprise value: between €50m and €75m With €166m in sales, Diam international is a global leader in designing and manufacturing points of sale to the cosmetic industry LBO closed in September 2012 Buyer: TA Seller: Asiasat Enterprise value: c. 70m$ Based in HK, SpeedCast is a leading global network solutions provider, enabling critical communications on land and at sea. 2011 sales amounted to c. $25m LBO closed in September 2012 Buyer: IK Investment Seller: Axa Private Equity Enterprise value: c. 190m€ With c. €170m in sales, Unipex offering innovative products, services and customized solutions for the cosmetics, pharmaceutical, specialty chemicals and nutrition industries LBO closed in October 2012 Buyer: Apax Partners Seller: Pragma Capital Enterprise value: c. 100m€ Texa is an assessor working for insurance companies. Group’s turnover amounted to €110m in 2011 LBO closed in July 2013 Buyer: Qualium Investissement Seller: Family shareholders Enterprise value: Between €50m and €100m Invicta is a French an European leading company in wood- burning apparels. Group sales reached almost €74m€ in 2012. LBO closed in November 2012 Buyer: Antin Infrastructure Partners Seller: Bouygues Telecom Enterprise value: c. €200m FPS Towers is the first independent telecom tower company in France. It operates more than 2,000 towers

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Oloryn Partners is a recognized player advising managers in all types

  • f mid- and large-cap transactions (5/7)

13

Enterprise value between €50m and €500m (3/3)

Track Record

Management buyout closed in May 2010 Buyer: Barclays Private Equity Seller: Azulis, Cita Gestion, LFPI, BNP Développement Enterprise value: c. €150m FTFM La Toulousaine is the French leader in selling metallic shutters (2009 sales: €100m) Restructuring realised in September 2010 Buyer: n/a Seller: n/a Enterprise value: c. €50m Potel & Chabot is the French leader in luxury catering. The company organizes reception and premium events (2009 sales: c.€100m) Trade sale realised in January 2011 Buyer: confidential Seller: confidential Enterprise value: between €150m and €200m Purple is a French leader in producing and selling distilled beverages (2010 sales: c.€200m) PURPLE Project (Confidential) Setting up of an incentive system in February 2011 Buyer: n/a Seller: n/a Enterprise value: n/a Setting up of an incentive system (“management package”) in one of the group subsidiaries Management buyout closed in July 2010 Buyer: confidential Seller: confidential Enterprise value: c. €100m Green is a company producing manufacturing goods who is leader on its market (2009 sales: €650m) GREEN Project (Confidential) Management buyout closed in 2011 Buyer: LBO France Seller: Barclays PE Enterprise value: c. €200m Founded in 2000, Karavel-Promovacances is the largest web tour-operator in France (2010 sales: €400m) Management buyout closed in July 2011 Buyer: Abénex, Cathay Capital PE Seller: 21 Partners Enterprise value: between €100m and €150m Vulcanic offers a range of products for industrial heating (2010 sales: c. €60m) Management buyout closed in July 2011 Buyer: LBO France Seller: Orium, Pechel Enterprise value: between €150m and €200m Eminence is a European leader in men’s underwear industry (2010 sales: €140m)

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SLIDE 14

Oloryn Partners also selectively operates in small-cap transactions (6/7)

Management buyout closed in September 2010 Buyer: Paluel Marmont Capital Seller: LBO France Enterprise value: lower than 50m€ Scientis-Finipar is one of the French leading companies specialized in manufacturing cleaning products (2009 sales: €55m)

14 Track Record

Enterprise value lower than €50m (1/2)

Management buyout closed in September 2011 Buyer: Managers Seller: Altran Enterprise value: lower than 50m€ Present in 20 countries, Arthur D. Little is a premier global management consulting firm with a 125-year track record Management buyout closed in April 2012 Buyer: HIG Seller: Rio Tinto Enterprise Value: Iower than €50m With €300m in net sales in 2011, the activity “Specialty Aluminas Europe” of Rio Tinto is the largest integrated supplier of non-metallurgical aluminas

« Specialty Aluminas Europe »

LBO closed in May 2013 Buyer: The Gores Group Seller: France Télécom Enterprise value: lower than €50m Etrali is one of the leading resellers of voice recording software to the financial services industry. Capital Increase realised in April 2013 Buyer: Artémis Seller: n/a Enterprise Value: Iower than €50m Michel et Augustin is a French food and beverage actor specialized in fresh products. Management Buy-In closed in February 2012 Buyer: Liberty, Idia Seller: Ducros Enterprise Value: Iower than €50m Gyma is a major European actor on the market for cold sauces. LBO closed in August 2013 Buyer: Siparex Seller: Edmond de Rothschild Capital Partners Enterprise value: lower than €50m Mediascience is a French leading designer and distributor of scientific equipment from primary to high school. The company reached €60m of sales in 2012. LBO closed in July 2014 Buyer: Aurora Capital Group Seller: Arc International Enterprise value: n.c. Arc International Cookware manages the licence of Pyrex, a leading brand of cookware known for its heat resistant glass range.

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SLIDE 15

Oloryn Partners also selectively operates in small-cap transactions (7/7)

15 Track Record

Enterprise value lower than €50m (2/2)

Carve-out realised in March 2009 Buyer: Bavaria Industriekapital Seller: Osny Enterprise value: lower than 50m€ With a total net sales of €28m, Catalent-Osny is specialized in drug manufacturing Delisting realised in May 2008 Buyer: Abénex Capital Seller: Développement & Partenariat Enterprise value: lower than 50m€ Founded in 1987, Réponse is an advisory firm acting in space planning, consulting and engineering (2007 sales: €106m) Management buyout closed in June 2009 Buyer: Managers Seller: Deutsche Post Enterprise value: lower than 50m€ DHL Global Mail Services France (« KOBA ») is a French company specialized in sorting and mailing (2008 sales: €40m). Secondary LBO closed in April 2008 Buyer: Activa Capital Seller: Qualium Investment, CIC Banque de Vizille Enterprise value: lower than 50m€ Saint Hilaire is a ready-to-wear company, designing in France, producing in Europe and selling worldwide Management buyout closed in March 2010 Buyer: IDI Group Seller: Allianz Enterprise value: lower than 50m€ AGF Private Equity (Venture) is an investment firm specialized in venture capital and is one of the French leaders in this market (Assets managed: €400m) Venture

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Contact

Frédéric Jannin Oloryn Partners 41 rue Saint Dominique 75007 Paris

  • Mob. +33 (0) 6 22 02 62 18

Tel. +33 (0) 1 53 85 92 33 fjannin@oloryn.com I www.oloryn.com