Generating Revenue Globally:
Tapping into Markets Abroad
Generating Revenue Globally:
Opportunities in Latin America
Presenter:
David Frazee
K&L Gates Palo Alto
GENERATING REVENUE: TAPPING INTO LATIN
AMERICAN MARKETS:
Overview and Intro
Palo Alto
November 1, 2011
David Frazee
K&L Gates LLP
630 Hansen Way
Palo Alto, CA
650.619.1631
David.Frazee@klgates.com
Copyright © 2010 by K&L Gates LLP. All rights reserved.
Panelists
1. Alejandro Fiuza, K&L Gates
2. Ricardo Berrios, AeroScout
3. Fernando Silis Reyna, Deloitte
3
Setting Up and Doing Business
Investing in the region
Getting money in, getting money out
Syndicates with local investors
Exits
Partnering with local companies
JVs and partners
Contracts
Doing business directly
Subsidiaries, regulatory, labor, and other issues
Business model optimization
Raising capital locally
5
Taxes
Optimization of global structure
When to go direct, when not to
Treaty networks: the good and the ugly
Tax issues in financing subsidiaries
Coming into the U.S. from outside
Optimization of local taxes
Tax credits and incentives
Tax reform
6
Other Concerns
Intellectual property
Employment
Trade issues
Exits (IPOs and M&A issues)
Political changes
Cultural differences
Differences among countries
7
Generating Revenue Globally:
Generating Revenue in Latin America
Presenter:
Alejandro Fiuza
K&L Gates New York
GENERATING REVENUE: TAPPING INTO LATIN
AMERICAN MARKETS
SAN FRANCISCO
November 1, 2011
Alejandro D. Fiuza
K&L Gates LLP
One Lincoln Street
Boston, MA
617.261.3100
alejandro.fiuza@klgates.com
BO #3215727v2
Copyright © 2010 by K&L Gates LLP. All rights reserved.
FIRST - LET’S GET PAST TWO ISSUES:
Tapping into LATIN AMERICA? Why?
For the same reason many of you are
looking at China: Because there are
opportunities.
Where did he say this guy was from?
10
Tapping into Latin America
1. Opportunities in Latin America
2. Overview of Private Equity and Venture Capital
industries in LATAM
3. Most usual challenges
11
1.
Opportunities
Commodities and natural resources
(agribusiness, mining, energy related,
renewable energy, oil, shale gas)
Information technology and biotechnology
Raise of middle class: retail, transport and
infrastructure, media and entertainment
Private equity and VC funds
12
2. Overview of Private Equity and VC industry
Players:
Global private equity and VC funds
Local private equity and VC funds
Seed investors and entrepreneurs (Endeavor,
Nest)
Family offices
Multilaterals (Multilateral Investment Fund, CAF)
Local Development Institutions (Argentina,
Brazil, Mexico etc. Chilean Economic
Development Agency, CORFO, Start up
Chile.org)
13
2. Overview of Private Equity and VC industry
(con’t)
Players:
Trade Associations: LAVCA, ABVCAP,
AMEXCAP, ARCAP – promote investment,
regulatory change and transparency
LPs: Sovereign funds, institutional investors,
local pension funds (Chile, Brazil, Peru,
Colombia, Argentina: ANSESS, more active
role), wealthy individuals and families.
Strategic investors (LATAM – based and China)
14
Usual Challenges – Comparable Benchmark?
© ALIZA OLMERT, TIKKUN, DANIEL MAMAN FINE ART
15
MOST USUAL CHALLENGES
1. Cultural differences: One size does not fit all.
2. Less information available for investors and asymmetry of
information.
Fund level transparency and governance
Portfolio company level transparency and governance
(know your partner, industry, competitors)
3. Due diligence:
Early identify and understand rules for making the
investment (approvals and licenses), during the investment
and for exiting the investment
Rules and how they are enforced
Usual suspects: Exchange control rules, labor and union
matters, social security, taxes, real estate. Some countries:
environmental
Others: UK Anti bribery Act and FCPA, US Sanctions and
Export Controls, Antitrust, International Trade remedies,
customs
16
4. Structuring Your Investment.
Adequate tax planning is of the essence (local, US and
international treaties).
Double taxation treaties and bilateral investment treaties
may lead to the use of European based structures (e.g.,
Spain, the Netherlands)
Selecting the appropriate corporate entity, minority
rights, # shareholders, local directors etc.
Exchange control rules Inflow and outflow of
investments, and antitrust analysis.
Typical structures vary per country. Sometimes Spain is
used as gateway (due to the ETVE regime and the BITs)
Greenfield /Acquisition vs. Strategic Alliances.
First ones were most common in 90s and this first decade,
second decade may be strategic alliance age.
17
“A journey of
one thousand
miles begins
with a single
step”
Lao Tzu
18
FIRST RIGHT STEP: SELECT ADVISORS WITH
EXPERIENCE IN THE REGION
19
Generating Revenue Globally:
Generating Revenue in Latin America
Presenter:
Ricardo Berrios
AeroScout
Generating Revenue Globally:
Generating Revenue in Latin America
Presenter:
Fernando Silis Reyna
Deloitte, Mexico Desk
Generating Revenue Globally:
Opportunities in Europe
Questions & Answers
Generating Revenue Globally:
Opportunities in the Middle East
Presenter:
Rem Kinne
K&L Gates San Francisco
Generating Revenue Globally:
Opportunities in the Middle East
Presenter:
Greg Hartker
K&L Gates Orange County
Generating Revenue Globally:
Tapping into Markets Abroad-Middle East
Greg Hartker
November 1, 2011
Copyright © 2011 by K&L Gates LLP. All rights reserved.
Taxation in the Middle East
Constantly changing environment especially in
Egypt/North Africa
Need to consider both US and non-US regimes
Rigid structures may hinder taxpayers down the road
26
Taxation in the Middle East
Key Issues to Consider
Corporate Tax Rate
Withholding Rates
Interest
Dividends
Transfer Pricing Regime
Treaty Network
27
Taxation in the Middle East- Dubai/UAE
Corporate Tax Rate- None (except for Oil/Banking)
Withholding Rates- None
Transfer Pricing Regime- None
Treaty Network- Extensive
Other
The UAE has been studying the possible introduction of VAT
for some time. However, the GCC member states (UAE,
Saudi Arabia, Kuwait, Bahrain, Qatar and Oman) want to roll
out VAT simultaneously to replace revenues derived from
trade taxes, which are due to be phased out as a number of
free trade agreements signed by the GCC, including one
with the EU, become effective. It is thought that this won't
happen until 2012 at the earliest (and probably later than
that).
28
Taxation in the Middle East- Egypt
Corporate Tax Rate- 20% flat rate
Withholding Rates– None on dividends (although
proposal to add) and 20% on interest payments
Transfer Pricing Regime- Yes, most sophisticated in
the region
Tax Treaties- Numerous
Other
There was some speculation that Egypt might
adopt a progressive tax rate scheme.
Fundamental changes in the corporate tax
scheme occurred in 2005 and given recent
activities, the state of the tax system could change
dramatically. Has a VAT.
29
Taxation in the Middle East - Qatar
Corporate Tax Rate-10% flat rate
Withholding- Withholding for certain payments to
persons without a PE (or tax card). No withholding
for dividends. Withholding on interest is under a
moratorium.
Transfer Pricing Regime- No
Treaty Network - Growing
Other
New tax law effective January 1, 2010. Certain
aspects remain unclear (see e.g., interest
withholding). The Ministry is expected to issue
regulations to clarify some of the uncertainty.
30
Taxation in the Middle East – Saudi Arabia
Corporate Tax Rate- 20% Non Saudi share
(Zakat for Saudi shareholders).
Withholding Rates – 5% rate on dividends and
interest.
Transfer Pricing Regime- None although
authorities may make adjustments for non arm’slength payments.
Treaty Network- Growing.
Other
Becoming more aggressive on PE issues.
31
Taxation in the Middle East – Treaty Example
UAE has treaties with at least 47 countries (not
including the GCC states) including the following
MENA countries:
Algeria
Egypt
Lebanon
Morocco
Syria
Tunisia
Turkey
32
Taxation in the Middle East – Treaty Example
Assume US company plans on doing business in Morocco
through a Moroccan subsidiary.
Morocco normally imposes withholding taxes on dividend
and interest payments made to non-residents at a 10%
rate.
US-Morocco Treaty limits dividend withholding taxes to
15%. Thus, no benefit under such Treaty.
Under the Moroccan-UAE Tax Treaty, Moroccan
withholding taxes on dividends distributed by a Morocco
corporation to a Dubai corporation holding at least 10% of
its capital stock is reduced from the normal rate of 10% to
5% and interest (also normally subject to a 10%
withholding tax) "flows free" of any Moroccan withholding
tax.
33
Taxation in the Middle East – Treaty Example
Establish FTZ Dubai intermediary company*
US
0%
Dubai/UAE
Dividend
5%
Morocco
* Need to ensure enough presence in Dubai to qualify for benefits under Morocco Treaty
yet not taint FTZ qualification.
34
Generating Revenue Globally:
Opportunities in the Middle East
Presenter:
Eric Chan
Embee Mobile
Company Presentation
1
Embee Mobile
Reward users
For brand engagement
With free mobile airtime and content
Embee Mobile: How It Works
Users
Mobile
Operator
Facebook
Mobile Phone
Rewards
Brand Engagement
3
Company Snapshot
Service Launched
April 2009
Social Media
Application (web)
Current Users: 1.5M
90 Countries, 300 Mobile Operators
Focus on the Middle East
Traditional Middle East
Bahrain
Cyprus
Egypt
Iran
Iraq
Israel
Jordan
Kuwait
Lebanon
Oman
Palestine*
Qatar
Saudi Arabia
Syria
Turkey
United Arab Emirates
Yemen*
Population: 382M (17)
GDP: $4,071 Billion (2008)
Greater Middle East
Afghanistan
Algeria
Armenia
Azerbaijan
Comoros
Djibouti
Eritrea
Georgia
Kazakhstan
Kyrgyzstan
Libya
Mauritania
Morocco
Pakistan
Somalia
Sudan
Tajikistan
Tunisia
Turkmenistan
Uzbekistan
Western Sahara
Population: 401M (21)
GDP: $1,530 Billion (2008)
Source: Wikipedia
5
Contact: Eric Chan (eric.chan@embeemobile.com)
http://www.embeemobile.com
Facebook: http://apps.facebook.com/mobilewallet
Twitter: @embeemobile
6
Generating Revenue Globally:
Opportunities in the Middle East
Presenter:
Dotan Russo
Deloitte, Israel Desk
Generating Revenue Globally:
Opportunities in the Middle East
Presenter:
Richard Juarez
Morgan Joseph TriArtisan
November 1, 2011
K&L Gates Symposium
San Francisco, CA
Generating Revenue Globally: Tapping into Markets Abroad
“Opportunities in EMEA”
Confidential
Table of Contents
1.
Market Opportunities
2.
Merger and Acquisitions Activity
3.
MJTA Case Study
4.
Active Investors
5.
Appendix
A.
Morgan Joseph TriArtisan Technology Team Overview
B.
Senior Management Biographies
C.
TMT Investment Banking Biographies
Confidential
2
1. Market Opportunities
Confidential
3
Public Cloud Services - Worldwide
Cloud Services by Type of Service
Key Insights
Worldwide market for public cloud services was $74.3 billion in
2010, up from 58.6 billion in 2009 (+26.7%)
Business process services makes up 81% of the total cloud
services in 2010, however systems infrastructure has the highest
projected growth rate of 47.9%
160.0
140.0
120.0
.2
17
%
100.0
80.0
North America and Europe continue to dominate the market for
cloud services with 83.5% in 2010, however along with Japan
have the lowest growth rates
60.0
Middle East and Africa and Eastern Europe are projected to see
strong growth with 55.2% and 10.8% CAGR to 2015
respectively
0.0
16.3%
40.0
.9
47
13.0%
20.0
Business Process
Services
2010
Application
2011
2012
2013
Application
Infrastructure
2014
%
Systems
Infrastructure
2015
Cloud Services by Major Region, Percentage of Total
Region
2010
2011
2012
2013
2014
2015
CAGR
North America
Western Europe
Eastern Europe
Middle East and Africa
Japan
Asia/Pacific
Latin America
Total
61.0
22.5
1.5
0.1
9.8
3.0
2.1
100
60.0
22.9
1.8
0.2
9.9
3.0
2.2
100
59.0
23.7
1.9
0.3
9.9
3.0
2.2
100
56.8
25.0
2.1
0.5
10.0
3.2
2.4
100
54.5
26.0
2.2
0.7
10.5
3.5
2.6
100
52.1
27.0
2.5
0.9
11.0
3.7
2.8
100
-3.1%
3.7%
10.8%
55.2%
2.3%
4.3%
5.9%
Source: Gartner
Confidential
4
Software as a Service, Worldwide
SaaS Adoption by Application, EMEA
Western Europe
In the developed regions, SaaS offerings and adoption rates are rapidly
increasing
17% CAGR for 2010-2015
EMEA
Potential for SaaS is mid to long term, currently limited by infrastructure,
localization and go-to-market strategies by the vendors
Eastern Europe – 22% CAGR
MEA – 24% CAGR
Issues for Deployment
Limited flexibility was ranked 1st for EMEA
Network instability was ranked 2nd for EMEA
Software Revenue Forecast for SaaS Delivery within Enterprise Application Software
Millions of U.S. Dollars
Region
North America
Western Europe
Asia/Pacific
Japan
Latin America
Eastern Europe
MEA
Total
2008
2009
2010
2011
2012
2013
2014
2015
CAGR
4,584
1,395
321
224
153
64
55
6,795
5,219
1,675
421
268
193
78
67
7,921
6,472
2,160
602
315
266
101
87
10,003
7,684
2,663
768
379
328
131
120
12,073
8,968
3,190
975
435
416
162
141
14,287
10,311
3,775
1,211
501
513
192
179
16,682
11,545
4,290
1,451
565
601
232
212
18,896
12,929
4,813
1,694
629
694
270
251
21,280
15
17
23
15
21
22
24
16
Confidential
5
2. Merger and Acquisitions Activity
Confidential
6
Q3 2011 Global M&A Statistics
• Over 97% of all M&A transactions occurred in the mid-market range (below $500 million in size) while 5 deals soared into the mega-deal category (more than $10 billion in
size), which is nearly twice as many compared to the same period last year.
• Cash was the dominant form of payment, accounting for 69.29% of M&A volume this quarter, while 11.06% of all volume was comprised of all-stock payments, a drop of
more than 38% compared to the 3rd quarter of 2010. For public deals, median total value to EBITDA multiples increased by 26.94% for 2010.
Source: Bloomberg
Confidential
7
Global M&A Overview
Q3 2011 Volume by Industry and Region
Regional Deal Activity
ƒ Global M&A activity in the 3rd quarter dropped by more than 12% compared to the same period last year. U.S.
based firms dominated on the buy-side, accounting for 40% of all global M&A volume.
ƒ Japanese firms announced acquisitions worth more than $53 million, including Nippon Steel’s $22.5 billion all-stock
takeover of Sumitomo Metal Industries. This represents a year-over-year increase in excess of 60% and the highest
quarterly volume since the 1st quarter of 2005.
ƒ 3rd quarter deal-making in Western Europe dropped by more than 26% compared to the same period last year, the
sharpest decline since the 1st quarter of 2010, reflecting sovereign debt concern in the region.
Industry Sector Deal Activity
ƒ Acquisitions by private equity firms this year have exceeded $144 billion in total deal volume, the 4th largest total of
all time. The $5.7 billion leveraged buyout of Kinetic Concepts by a consortium led by Apax Partners and two
Canadian pension funds is the largest private equity takeover announced since 2008.
ƒ Takeovers in the Aerospace/Defense industry this quarter reached an all-time high, with total volume exceeding $20
billion, topped by the largest transaction of all time in this industry: United Technologies’ $18 billion cash bid for
Goodrich.
ƒ Average premiums in the wireless equipment industry jumped to more than 72%, the highest since the 3rd quarter of
2002. The all-time largest announced deal in this sector, Google’s all-cash buyout of Motorola Mobility Holdings for
$9.8 billion, had an announced premium of 73%.
Source: Bloomberg
Confidential
8
Middle East M&A Overview
1H 2011 M&A Activity by Value, Volume and Geography
1H 2011 Value vs. Volume
$6,000
35
32
32
30
30
25
29
25
$4,729
Number in Millions
$5,000
$4,000
20
$3,000
15
$2,239
$2,000
$2,140.0
25
$1,500.0
20
$995.4
$566.3
10
10
$478.8
6
5
$258.5
5
$24.4
May
June
4
3
3
$127.0
<$10.0
$10.1
Volume
or
oc
co
Tu
ni
si
a
Ba
hr
ai
n
Le
ba
no
n
April
4
M
March
Value
Q
at
ar
O
m
an
February
Jo
rd
an
Ku
wa
it
E
gy
pt
January
$173.1
$0.0
KS
A
0
U
AE
$0
15
$743.2
$500.0
$661
14
14
$1,000.0
10
$1,000
30
$1,709.9
24
21
25
$3,760
$4,001
35
$2,065.0
32
$2,000.0
Number in Millions
$5,781
Value
1
5
0
Sy
ria
Pa
le
st
in
e
$7,000
1H 2011 M&A Target by Geography
$2,500.0
Volume
Location Analysis by Value and Volume
Deal Location Analysis by Volume
Deal Location Analysis by Value
$14,000
140
107
100
80
60
40
30
23
20
20
3
0
$10,000
$8,000
$9,910
$7,617
$5,735
$6,000
$4,000
$2,000
$622
$1,071
$0
Domestic
Source: Zawya
$12,484
$12,000
Number in Millions
120
120
Inbound
1H 2010
Outbound
1H 2011
Domestic
Inbound
1H 2010
Outbound
1H 2011
Confidential
9
Middle East and North Africa
MENA Deal Types 2007-2011
Year-over-year M&A has been consistently the dominant transaction type
Source: Allen & Overy
Confidential
10
Middle East Sector Analysis
1H 2011 Sector by Market Share and Value
¾ M&A deal volume increased 33.1% from 1H2010
to 1H2011
¾ Telecom, Media and Technology (TMT) accounted
for 11.9% of deal volume in 1H 2011 behind
Financial Services and Industrial Manufacturing
with 24.4% and 14.2%, respectively
1H 2011 Value by Sector
¾ M&A deal value reached $21.2 billion in 1H2011,
an increase of 30.1% compared to 1H 2010
¾ Telecom, Media and Technology (TMT) deal value
nearly tripled reaching $2.6 billion compared to
$684.5 million in 1H 2010
Oil & Gas
Financial Services
Power & Utilities
Telecommunication
Consumer Goods
Healthcare
Industrial Manufacturing
Real Estate
Construction
Leisure & Tourism
Food & Beverage
Media
Mining & Metals
Agriculture
Information Technology
Services
Transportation
Retail
Education
5,959.8
3,861.0
2,969.8
2,570.0
1,695.0
1,201.9
1,020.6
873.6
397.5
189.8
130.0
118.2
102.1
6.5
5.7
4.9
2.8
0.0
0.0
$0
Source: Bloomberg
$1,000
$2,000
$3,000
$4,000
$5,000
$6,000
$7,000
Number in Millions
Confidential
11
2. EMEA Private Placements
Confidential
12
Select Tech Private Placement Transactions Middle East
($ in millions)
Date
Target
Country
10/24/2011
SolarEdge Technologies Ltd.
Israel
Norwest Venture Partners; Walden International;
Genesis Partners Ltd.; Lightspeed Venture Partners;
Vertex Venture Capital; GE Energy Financial Services;
Opus Capital
Investors
10/18/2011
Waze Ltd.
Israel
7/22/2011
Trendyol
6/27/2011
Amount Raised
Target Business Description
$37.0
Provides DC power systems for photovoltaic array.
Kleiner, Perkins, Caufield & Byers; Horizons Ventures
Limited; iFund, L.P.; KPCB Digital Growth Fund, L.P.
$30.0
Provides a social mobile application that enables drivers to build and use real-time road
intelligence on smart phones.
Turkey
Kleiner, Perkins, Caufield & Byers; Tiger Global
Management LLC
$26.0
Operates private shopping site providing fashion and designer retail items for men, women, kids,
and home.
N-Trig Ltd.
Israel
Undisclosed Investors
$30.0
Manufactures transparent electromagnetic digitizers for original equipment
manufacturers/original design manufacturers, LCD manufacturers, and independent software
developers.
4/10/2011
Altair Semiconductor Ltd.
Israel
Bessemer Venture Partners; Jerusalem Venture Partners;
BRM Group; Giza Venture Capital; Pacific Technology
Partners
$26.0
Develops ultra low power mobile WiMAX silicon solutions for handsets and handheld devices.
3/28/2011
Wixpress Ltd.
Israel
Benchmark Capital; Bessemer Venture Partners; Insight
Venture Partners; Mangrove Capital Partners; DAG
Ventures, LLC
$40.0
Offers an online platform to create flash Websites and layouts.
3/25/2011
Noktacom Medya Internet
Hizmetleri Sanayi ve Ticaret A.S.
Turkey
Intel Capital
$50.0
Operates as an online media company connecting users through social media properties.
3/14/2011
KOREK Telecom Ltd.
Iraq
France Telecom; Agility Public Warehousing Company
KSC
$295.0
Provides mobile telephony products and services.
1/12/2011
PrimeSense Ltd.
Israel
Canaan Partners; Gemini Israel Funds; Silver Lake
Partners; Genesis Partners Ltd.; Silver Lake Sumeru, L.P.
$50.0
Develops 3D machine vision technologies for digital devices.
12/20/2010
Magic Software Enterprises Ltd.
Israel
Undisclosed Investors
$21.2
Develops, markets, and supports software development and deployment technology and
applications.
12/7/2010
Waze Ltd.
Israel
BlueRun Ventures; QUALCOMM Ventures; Vertex
Venture Capital; Magma Venture Partners
$25.0
Provides a social mobile application that enables drivers to build and use real-time road
intelligence on smart phones.
11/16/2010
Anobit Technologies Ltd.
Israel
Intel Capital
$32.0
Develops solutions for the flash memory market.
Source: Capital IQ and 451 Group
Confidential
13
3. MJTA – EMEA/Europe/Asia Case Study
Confidential
14
Pending Transactions
Project Vivid: Sell-side M&A (In Process)
M&A
Project Vivid:
Strategic Acquisition Opportunity
(Enterprise-Class Video Platform)
Exclusive Advisor
In Process
Company Background
Transaction Details
Morgan Joseph TriArtisan’s Role
Based
Morgan
Morgan
The
Morgan
in Western Europe, Project
Vivid is leading global provider of
carrier-grade real-time video
communication and collaboration
software for the enterprise and
small and medium business (SMB)
market.
Gartner
has ranked the Company
as a visionary over the last four
years, continuously improving its
position each year.
Company's
product Suite
compares favorably with
competitive products from Cisco,
Microsoft, IBM, Adobe and Citrix.
Project
Vivid has successfully
achieved commercial scale by
acquiring and retaining leading
international corporate clients
including Airtel India, Tata Group,
Telefonica, Telecom Italia and
Vodafone, among others.
Joseph TriArtisan’s
Technology Investment Banking
Group was engaged after the
company received several
unsolicited acquisition offers.
Company initiated a process,
with Morgan Joseph TriArtisan
acting as the exclusive financial
advisor, and is reaching out to
additional, potential buyers to
assess interest.
Joseph TriArtisan is acting
as the sole financial advisor to
Vivid and helping the Company
navigate the diligence, negotiation,
and definitive agreement process.
Joseph TriArtisan is
intimately involved in all aspects of
the transaction including:
preparation of all marketing
materials including the offering
memorandum; financial modeling;
the management presentation and
due diligence.
A
number of well known strategics
from industries such as
telecommunications, network
equipment, service providers, and
enterprise software and SaaS have
shown strong interest in acquiring
the Company.
Confidential
15
4. Active Investors
Confidential
16
Private Equity Firms in Middle East
Private Equity Firms in Middle East
Abraaj Capital
Dubai International Capital
Levant Capital
Abu Dhabi Investment Company
Dubai Islamic Bank
Markaz
Abu Dhabi Investment House
Dubai Ports World
Millennium Finance Corporation
Al Arabi Investment Group
EFG-Hermes Private Equity
National Commercial Bank
Al Futtain Real Estate
Emerging Markets Partnership (Bahrain)
National Technology Enterprises Company
Al Madina Financial and Investment Services
Evolvence Capital
NBK Capital
Al Tawfeek Company for Investment Funds
Foursan Group
Noor Financial Investment Company
Amwal Al Khaleej
Global Investment House
Qatar Capital Partners LLC
Athar Al Majd Holdings
Gulf Capital
Rasmala
Atlas Investment Group
Gulf Finance House
Ryada Capital
Attijari Finances Corporation
HBG Holdings Limited
Sabre Abraaj Management Company
BMCE Bank
HSBC Private Equity (Middle East)
Shuaa Capital / Shuaa Partners
BMG Financial Advisors
Injaz Mena Investments
Societe Tunisienne d’Investissement
Boubyan Bank
Injazat Capital
Swicorp Financial Advisory Services
Byblos Bank
Instrata Capital BSC
The Carlyle Group
Concord International Investments
Intel Capital
The National Investor
Citadel Capital
Investcorp Bank B.S.C.
Tuareg Capital
Corecap
Ithmaar Bank
Unicorn Investment Bank
Corporate Finance House
Ithmar Capital
Venture Capital Bank
Daman Securities
Kipco Asset Management Company
Malaz Group
Delta Partners
Kuwait Finance and Investment Company
Deutsche Bank
Kuwait Finance House (Bahrain)
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Top VC Firms In Europe
Germany
Active Seed Investors
United Kingdorm
France
Other
Index Seed, Kima Ventures, Seedcamp, Eden Ventures, Point Nine Capital, Doughty Hanson Technology Ventures, Passion
Capital, Nesta, Wellington Partners, 360 Capital, Henq, Earlybird, GIMV, Charlotte Street Capital, Estag Capital, ACT
Venture Capital, Notion Capital, Samos Investments, Northzone, ProFounders Capital, and Octopus Ventures
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5. Appendix
Confidential
19
A. Morgan Joseph TriArtisan and Technology Team Overview
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20
Morgan Joseph TriArtisan
Factsheet
Key Executives
Overview
John A. Morgan
Founding Chairman
More than 130 employees engaged in investment banking, capital markets and merchant banking
Merged with merchant banking firm Tri-Artisan Capital Partners, LLC in December 2010 expanding our
client focus to large sponsor-led transactions
Independent and closely held
John F. Sorte
Executive Chairman
Gerald H. Cromack
Co-President
Defining Principles
More Experience: Our more than 35 partners average more than 20 years on Wall Street. We enjoy a
collaborative, entrepreneurial environment that benefits our clients with the most informed, objective and
high-quality execution available
More Service: Our engagement partners are actively involved throughout each assignment. We attack
every challenge with integrity, creativity, passion and responsiveness
Greater Capabilities: We provide capital markets distribution and a wide range of advisory services ―
ensuring a balanced approach to problem solving, and making more alternatives available to our clients
Better Perspective: We are investors as well as advisors. With insights from our active portfolio of
private equity investments, we bring a principal orientation to our advisory clients
Rohit Manocha
Co-President
Mary Lou Malanoski
Vice Chair
Head of Investment Banking
www.mjta.com
Morgan Joseph TriArtisan Office Locations
New York (HQ)
Atlanta
London
Miami
Rochester, NY
(Pittsford)
San Francisco
Stamford
Beijing
Morgan Joseph
Holdings Location
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21
Morgan Joseph TriArtisan
Full service, Integrated Merchant Bank
M&A and Advisory Services
67 Investment Banking Professionals
Capital Markets
12 Equity Analysts / 16 Sales and Traders
Mergers & Acquisitions
Exclusive Sales
–
Equity Capital Markets
Fairness Opinions
–
Debt Capital Markets
Restructuring
–
Convertible Debt
General Advisory
Private Placements & Underwriting
Sales and Trading
Equity Research
Successful Track Record
Buyside Advisory
Restructuring
General Advisory / Other
Sellside Advisory
Fairness Opinions
277 Assignments for $75.0 billion*
IPOs
Debt Offerings
Merchant Banking
17 Professionals / 60+ Operating Partners
Source proprietary private equity
transactions
Partner with leading private equity
firms and institutional limited partners
Deploy capital in a principal capacity
12 portfolio investments to date; 6
realizations
Current Portfolio Companies
Follow-ons
Private Placements
122 Raises for $14.3 billion*
$400+ Million of Unaggregated PE Investments
*Since June, 2001 and includes transactions completed by Tri-Artisan Capital Partners prior to merger in December 2010; Note: Chart data by number of assignments
Confidential
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Firm Introduction
Equity Capital Markets
The role of the Equity Capital Markets group is
principally to coordinate all equity-oriented public market
transactions between syndicate firms and our own
research, trading, institutional sales and investment
banking personnel
Investment
Banking
Tina Pappas
Managing Director
Head of Equity Capital Markets
Matthew DiBiase
Managing Director
Head of Equity Trading
Research
ECM
Key Contacts
William S. McDermott
Managing Director
Head of Equity Division
Sales &
Trading
Our senior professionals have extensive experience in
trading and underwriting equity and convertible
securities, including having formerly managed U.S. capital
markets operations for major wall street firms
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Firm Introduction
Equity Research
Director of Equity Research
David
Kestenbaum
Media
Satellite
Cable
Broadcasting
Research Analysts & Industry Coverage Universe
Jeffrey Blaeser
Michael French
Ilya Grozovsky
Bruce D. Jackson
Consumer Hardlines
Industrial & Defense
Technology, FinTech
Medical Technology
Shiv Kapoor
Justin Sebastiano
Steve Share
Biotechnology
Gaming/Leisure
Food & Food Processing
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Morgan Joseph TriArtisan
Market and Product Group Expertise
Merchant Banking
Financial Sponsor Coverage
Mergers & Acquisitions
Restructuring
Private Placements
Debt Capital
Convertible Debt
China Practice
IMAP Member – Global Relationships
The Appendix provides detailed descriptions of each of the groups outlined above.
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25
Introduction to Morgan Joseph TriArtisan
Industry Expertise
Investment banking has
five dedicated industry
groups. Each works
closely with our product
specialists to achieve
client objectives
In addition, among our
67 bankers, 17 merchant
banking professionals
and 60+ operating
partners, Morgan Joseph
TriArtisan has deep and
specific experience in a
number of other
industries
Technology,
Media &
Telecommunications
Consumer &
Leisure
Business
Services
Industrial
Business Services
Biotechnology
Alcoholic Beverages
Building Products
Business Process Outsourcing
Biometrics
Contract Research Services
Direct Marketing
Chemicals
Commercial Services
Clean Technology
Facilities
Durable Consumer Goods Defense, Aerospace
Corrections
Communications
Healthcare Information Tech
Food & Beverage
& Technical Services
Data / Information Mgmt.
Cloud Services
Home Healthcare
Footwear & Apparel
Diversified Industrials
Education & Training Services
e-Commerce
Life Sciences Products & Tech Gaming
& Manufacturing
Marketing Services
Hosting Solutions
Long-term Care
Household Products
Engineering
Printing
Entertainment
Managed Care
Housewares
& Construction
Security Products & Services
Information Services
Medical Devices
Lodging
Environmental
Trucking
Outpatient Services
Personal Care Products
Metals
Pharmaceuticals
Restaurants
Water
Specialty Pharmaceuticals
Retail
Internet & Digital Media
Location Based Services
Morgan Joseph
TriArtisan’s international
efforts are focused on
select markets in Asia
and Europe. Morgan
Joseph Holdings
maintains a
representative office in
Beijing, China
Healthcare
Mobile Payments
MRM/LBS
Music Publishing
Online Gaming
Payments
Security
International
Sports Equipment
Supermarkets &
Drugstores
Tobacco
Other Sector Expertise
SaaS
Agriculture
Property & REITs
Software
Biofuels
Shipping & Marine Services
Telecom Services
Oil & Gas
Applied Clean Technology
Specialty Finance
Asia
Europe
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Introduction to Morgan Joseph TriArtisan
Technology Team Services and Sector Focus
Services, Targeted Transaction Profiles
Sectors
Sub-Sectors
–
Content Delivery
Public Capital Raise
–
Hosting Infrastructure
„ IPOs
–
LBS
–
Security
–
Storage
„ PIPEs / Convertibles
–
Virtualization
„ SPACs
–
CRM
–
Compliance and GRC
–
Mobile Applications
–
Payment
–
Messaging
–
Mobile Gaming
–
e-Commerce
–
Social Networks
–
Search
–
Online Advertising
–
Alternative Energy
–
Software Enabled Solutions
–
Smart Grid
–
Communications Processing Equipment
–
Wireless Communications
–
Networking Equipment
–
Asset Tracking
„ Follow-ons
„ ATMs
„ Cloud Services
„ Software and Services
„ Registered Directs
Private Capital Raise
Typical Client Profile:
„ Revenues: $20 million+
„ Internet and Digital Media
„ Raise Amount: $20 million+
M&A
„ Applied Clean Technology
Typical Client Profile:
„ Revenues: $20 million+
„ Enterprise Value: $50 million+
„ Communications Equipment
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Introduction to Morgan Joseph TriArtisan
Technology, Media & Telecommunications Group
TMT Investment Banking
Rick Juarez
Managing Director
TMT Group
650.270.2702
rjuarez@mjta.com
Zachary Fisher
Principal
TMT Group
212.218.3749
zfisher@mjta.com
Gene Ramirez
Managing Director
TMT Group
650.270.2703
gramirez@mjta.com
Matthew McLeod
Associate
TMT Group
650.270.2705
mmcleod@mjta.com
Cody Werner
Analyst
TMT Group
650.270.2708
cwerner@mjta.com
Julian Hirst
Joint Managing Partner
TMT/M&A Group
020.7518.1650
jhirst@mjta.com
Sandeep Beotra
Managing Director
TMT Group
212.218.3722
sbeotra@mjta.com
(Tri-Artisan Advisors Europe
LLP)
Anthony Cresci, CFA
Associate
TMT Group
650.270.2704
acresci@mjta.com
Eamon Brady
Associate
TMT Group
212.218.3858
ebrady@mjta.com
Xuan Yang
Analyst
TMT Group
650.270.2707
xyang@mjta.com
Financial Advisory and Capital Markets
William McDermott
Managing Director
Head of Equities
212.218.3721
wmcdermott@mjta.com
Jim Decker
Managing Director
Head of Financial Restructuring
212.218.3805
jdecker@mjta.com
Jonathan Lowenberg
Managing Director and
Private Placements
212.218.3727
jlowenberg@mjta.com
Tina Pappas
Managing Director
Head of Equity Capital
Markets
212.218.3725
tpappas@mjta.com
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B. Senior Management Biographies
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29
Morgan Joseph TriArtisan
Senior Management Biographies
John A. Morgan
Founding Chairman
+1 212 593 3290
jmorgan@mjta.com
Mr. Morgan founded the firm’s predecessor in 1982 and has served as Chairman of the firm since July 2001.
From 1966 to 1982, Mr. Morgan was with Smith Barney & Co., Inc. and Smith Barney, Harris Upham &
Co., Inc., serving from 1977 to 1982 as Vice Chairman in charge of the Corporate Finance Department,
M&A activities and international activities. From 1956 to 1966, Mr. Morgan was a Partner in the investment
banking firm of Dominick & Dominick. Over the years, Mr. Morgan has been an independent Director of a
number of public companies, most of them listed on the NYSE. He currently serves as a Trustee of the
Provident Loan Society of New York and as a Director of the Pierpont Morgan Library. Mr. Morgan holds
a B.A. from Yale University.
John F. Sorte
Executive Chairman
+1 212 218 3755
jsorte@mjta.com
Mr. Sorte is the Executive Chairman of Morgan Joseph TriArtisan. Mr. Sorte joined the firm as Chief
Executive Officer in July 2001. From 1994 until June 2001, Mr. Sorte was President of New Street Advisors
LP, a private equity firm which he co-founded. In 1980, Mr. Sorte joined Drexel Burnham Lambert's
Corporate Finance Department and subsequently served in various positions until 1989 when he was
promoted to Executive Vice President and Co-head of Corporate Finance. Following Drexel's bankruptcy
filing in 1990, Mr. Sorte was elected Chief Executive Officer and managed the debtor-in-possession to a
successful reorganization in 1992. He then remained as Chief Executive Officer of the reorganized firm,
which was renamed New Street Capital Corp. New Street Capital, which was a merchant bank owned by a
trust for the benefit of Drexel's creditors and shareholders, was sold in 1994. Mr. Sorte began his career at
Shearson, Hammill & Co. in 1972 in the Corporate Finance Department. He is a member of the Board of
Directors of Vail Resorts, Inc. and Shorts International Ltd. Mr. Sorte holds B.A. and M.E. degrees in
Chemical Engineering from Rice University and an M.B.A. from Harvard Business School.
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Morgan Joseph TriArtisan
Senior Management Biographies (cont’d)
Gerald H. Cromack
Co-President
+1 212 218 3813
gcromack@mjta.com
Mr. Cromack co-founded Tri-Artisan. Prior to Tri-Artisan, Mr. Cromack was a principal in the 1994
leveraged buyout of Furman Selz LLC, which was sold in 1997 to ING Group. Mr. Cromack remained with
ING Group (and the successor owner, ABN AMRO) until the beginning of 2002, serving as an executive
member of the investment bank. Prior thereto, Mr. Cromack worked as a senior member in the Mergers and
Acquisitions and Corporate Finance Departments of Lehman Brothers Holdings Inc. Mr. Cromack started
his career at the First National Bank of Chicago in its leveraged buyout corporate finance group. Mr.
Cromack received a BA, with Distinction, in Economics from Stanford University and an MBA from the
University of Chicago Graduate School of Business. Mr. Cromack is currently a member of the board of
directors of Hartz Mountain Corporation, a former Tri-Artisan portfolio company.
Rohit Manocha
Co-President
+1 212 218 3818
rmanocha@mjta.com
Mr. Manocha co-founded Tri-Artisan. Prior to Tri-Artisan, Mr. Manocha was a founding partner of Thomas
Weisel Partners LLC. Prior thereto, he was a principal in the 1994 leveraged buyout of Furman Selz LLC,
which was sold in 1997 to ING Group. Mr. Manocha remained with ING Group until the beginning of
1999, where he took responsibility of the North American private equity coverage and consumer, retailing
and industrial mergers and acquisitions businesses. Prior thereto, Mr. Manocha worked at Lehman Brothers
Holdings Inc. and was a founding member of its private equity coverage effort. Mr. Manocha began his
career as a corporate and mergers and acquisitions attorney in New York and California. Mr. Manocha
received a BS in Engineering and a JD from Columbia University. Mr. Manocha currently serves on the
board of directors of Claire’s Stores, Inc., a Tri-Artisan portfolio company.
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Morgan Joseph TriArtisan
Senior Management Biographies (cont’d)
Mary Lou Malanoski
Vice Chair
Head of Investment Banking
+1 212 218 3748
mlmalanoski@mjta.com
Ms. Malanoski is Vice Chair and Head of Investment Banking. She joined the firm in July 2001. From 1994
until June 2001, Ms. Malanoski was a Managing Director and the Chief Financial Officer of New Street
Advisors LP, a private equity firm which she co-founded. New Street Advisors and its broker-dealer affiliate,
New Street Investments, were primarily engaged in making investments in small capitalization companies for
their own account and third party investors. Ms. Malanoski began her career at Drexel Burnham Lambert in
1980 in the Corporate Finance Department. She subsequently served in various positions, finally serving as
Managing Director in the Mergers and Acquisitions Department and Chair of the Corporate Finance
Underwriting Commitment Committee. Following Drexel's bankruptcy filing in 1990, Ms. Malanoski was
responsible for formulating the firm's plan of reorganization, which was successfully consummated in 1992.
She remained at the reorganized firm, which was renamed New Street Capital Corp., as a Managing Director
responsible for many of the firm's merchant banking investments. Ms. Malanoski is a member of the Board
of Directors of Phibro Animal Health Corp. Ms. Malanoski holds a B.A. degree in Mathematics from
Rosemont College, and an M.B.A. from the Johnson School of Cornell University.
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C. TMT Investment Banking Biographies
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33
Technology Investment Banking Team Biographies
Rick Juarez
Managing Director
+1 650 270 2702
rjuarez@mjta.com
Mr. Juarez is a Managing Director in the firm’s Technology Investment Banking Group based in San
Francisco. Mr. Juarez has more than 20 years of combined investment banking, strategy, and operations
experience. He has advised on more than 50 public and private financings and merger and acquisitions
representing more than $8 billion in transaction value capital for growth companies in the Internet and
digital media, software, hosting and cloud services, and telecommunication sectors.
Mr. Juarez was previously the Head of Investment Banking at Nollenberger Capital Partners, a boutique
technology investment bank in San Francisco. Prior to Nollenberger, Mr. Juarez was the Managing Partner
at AlphaCap, a merchant banking and advisory firm. Prior to AlphaCap, Mr. Juarez was a Managing Director
at Robertson Stephens and Fleet BancBostson. At Robertson Stephens, he built the infrastructure software
and services practice. In addition, he was a founding team member of two software companies and has been
awarded multiple U.S. Patent Office software patents. Mr. Juarez has served on the Boards of private
companies and was the author of the industry defining report titled “ Virtual Bricks”.
Mr. Juarez received his B.S. in Finance, Magna Cum Laude, from California State University, Hayward and
his M.B.A. from the Harvard Business School.
Gene Ramirez
Managing Director
+1 650 270 2703
gramirez@mjta.com
Mr. Ramirez is a Managing Director at Morgan Joseph TriArtisan, bringing a strong combination of
investment banking, operational, and strategic expertise to the firm, having advised a broad spectrum of
emerging growth companies over the last 15 years. Before joining MJ , Mr. Ramirez held various
management positions at Robertson Stephens & Co. in San Francisco, CA, and Southwest Securities in
Dallas, TX. In addition, he has founded two enterprise software companies based in Austin, TX of which
one was sold to Oracle in 2002. Mr. Ramirez has advised technology clients on approximately 40 public and
private financings, mergers and acquisitions representing over $2.5 billion in transaction value. Mr. Ramirez
has a deep background in the technology industry, primarily focused on emerging growth, middle-market
companies.
Mr. Ramirez holds a Bachelor of Arts degree in Economics with a specialization in Finance from the
University of Texas at Austin.
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Technology Investment Banking Team Biographies
Sandeep Beotra
Managing Director
+1 212 218 3722
sbeotra@mjta.com
Mr. Beotra is a Director in the firm's Investment Banking group. Previously, Mr. Beotra was a Member of
the Telecommunications Investment Banking group at ING Barings. He has worked on a number of
advisory and financing assignments (both public and private) across a broad spectrum of industries. Mr.
Beotra holds an MBA from the University of Maryland and a Bachelors Degree in Electronics and
Communication Engineering from the Indian Institute of Technology (IIT).
Zachary B. Fisher
Principal
+1 212 218 3749
zfisher@mjta.com
Mr. Fisher joined Morgan Joseph in December 2001. Prior to joining the firm, Mr. Fisher was a member of
the Mergers and Acquisitions group at ABN AMRO. He began his career in investment banking as an
Analyst in the Media & Entertainment group of ING Barings. Mr. Fisher received a B.S. in Finance with
high honors from Lehigh University.
Matthew McLeod
Matthew McLeod is an Associate in the Investment Banking division at Morgan Joseph TriArtisan.
Previously, Mr. McLeod worked at a boutique investment firm focused on the technology sector, and as an
Associate at Lazard in the Technology, Media & Telecommunications group. Mr. McLeod began his career
as a management consultant at Deloitte Consulting and Accenture.
Associate
+1 650 270 2705
mmcleod@mjta.com
Mr. McLeod holds an M.B.A. from the University of Chicago, Booth School of Business and an
undergraduate degree in Mechanical Engineering (Hons) and Computer Science from McGill University. He
also completed post-graduate studies at the London School of Economics.
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Technology Investment Banking Team Biographies
Anthony J. Cresci, CFA
Associate
+1 650 270 2704
acresci@mjta.com
Cody Werner
Analyst
+1 650 270 2708
cwerner@mjta.com
Xuan Yang
Analyst
+1 650 270 2707
xyang@mjta.com
Anthony Cresci is an Associate in the Investment Banking division at Morgan Joseph TriArtisan. Previously,
Mr. Cresci was an Investment Associate at UBS where he helped manage over 1b in assets. More recently
Mr. Cresci was an Associate with Platinum Equity and Fortress Investment Group. He received his MBA
with honors from USC Marshall School of Business and his BS with distinction from San Diego State
University. Mr. Cresci is a CFA Charterholder.
Cody Werner is an Analyst in the Investment Banking division at Morgan Joseph TriArtisan. Previously, Mr.
Werner was a financial analyst at FMV Opinions, where he worked on company valuations for fairness
opinions, M&A advisory, and gift and estate tax. Mr. Werner graduated with a B.A. with distinction from
the University of California, Berkeley.
Xuan Yang is an Analyst in the Investment Banking division at Morgan Joseph TriArtisan. Previously, Mr.
Yang was an equity research associate at Broadpoint Capital and Canaccord Adams covering Advanced
Materials companies. More recently, Mr. Yang was an equity research associate at Collins Stewart covering
Digital Media and Semiconductor companies. Mr. Yang graduated with a B.A. with distinction from
Vanderbilt University.
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36
Generating Revenue Globally:
Opportunities in Europe
Questions & Answers
Generating Revenue Globally:
Tapping into Markets Abroad