Hussar firm overview

Hussar & Co.Hussar & Co.Hussar & Co.Hussar & Co.Firm Overview

Hussar & Co. is exclusively focused on the needs of corporate clients in the

‘emerging region’ of Europe, including Eastern Europe, Russia and the CIS countries.

Our principals have decades of experience in the region, which makes our

organization uniquely qualified to bring Wall Street investment banking skills and

experience to service the needs of outstanding companies and management teams.

Through our efforts, we empower our clients with access to the global capital

markets to support their growth or liquidity goals. Similarly, in support of strategic

Mission Statement

markets to support their growth or liquidity goals. Similarly, in support of strategic

transactional objectives, we have the ability to help our clients work qualified

counterparties for acquisition, divestiture or joint venture transactions.

2Hussar & Hussar & Hussar & Hussar & Co.Co.Co.Co.

Emerging Europe Focus

0

200

400

600

800

1000

1200

1400

1600

2009 2010 2011 1H2012

Number of M&A Transactions in Eastern Europe

Hussar & Co. is well positioned to advise clients who seek

to take advantage of strong market growth as

macroeconomic forces redefine the Eastern European

emerging-market economies resulting in:

� Strong rises in GDP

� Greater disposable income

� Emerging middle class

� Government FOREX accumulation

� Increased cross-boarder M&A

Emerging Europe Growth

(source: FACTSET)


Real GDP Growth in Emerging Europe

(source: FACTSET)

(source: Business Monitor International)

(source: FACTSET)

GDP GROWTH, %

CHG Y-O-Y2010 2011E 2012F 2013F

World 4.3% 3.1% 2.8% 3.5%

Developed States 2.7% 1.3% 1.0% 1.9%

Emerging Markets 6.9% 5.6% 5.2% 5.4%

Eurozone 1.3% 1.4% 1.3% 1.3%

Emerging Europe 4.4% 4.0% 2.7% 4.2%

Strategic

Advisory

Mergers &

Acquisitions

Hussar & Co. provides mergers and acquisitions (“M&A”) advice to management teams, boards of directors, business

owners, and investors. An M&A transaction can often be the most important single undertaking by a firm or its

owners. Often, the entire value of the firm is at stake, representing years if not decades of value creation by the

owners and management teams. Whether the transaction is the sale of a significant asset, the whole company or a

material purchase or merger, the transactional process has significant influence on the ultimate outcome of the deal

Hussar & Co.’s advisory practice is to engage with clients before transaction, where we can help shape and guide

their strategies to bring about the best possible outcome. Our principals have significant experience as owners and

leading executives of operating companies and bring this perspective to every assignment. Hussar & Co.’s mission is

always to position our clients so that they are ideally positioned to achieve aggressive yet sustainable growth. This

can take the shape of asset purchases or sales, mergers, balance sheet restructurings or operational initiatives. Each

engagement is unique to serve the needs of the client. Often, the outcome of an advisory assignment is to leverage

Hussar & Co.’s mergers and acquisitions or capital formation capabilities.

Hussar & Co. – Exclusively For Emerging Europe

Capital

Formation

material purchase or merger, the transactional process has significant influence on the ultimate outcome of the deal

from timing to structure to valuation. At Hussar & Co., we bring decades of Wall Street experience to each M&A

engagement, but in a way that is sensitive to the needs and perspective of our clients.

One of Hussar & Co.’s core advisory competencies is capital formation. This can be done to fund a partial liquidity

event for a firm’s shareholders and/or to provide needed acquisition, growth or working capital. Following a

detailed analysis of our clients’ financial position and operations, we reach out to our network of equity and debt

investors across the global who have a demonstrated interest in providing funds in the Emerging European region.

Our relationships with many of the principals at these capital sources often go back decades.

Our reach includes:

� Private Equity, Venture Capital and Hedge Funds

� Major Money Center Banks and Local/Regional Financial Institutions

� Insurance Companies and Pension Funds

� Sovereign Wealth Funds

� Ultra-High Net Worth Individuals


Office Network

Moscow, Russia

Origination

Ljubljana, Slovenia

Origination

Belgrade, Serbia

Investment Banking

London, UK

Capital Markets

New York, USA

Global HQ

Singapore, Singapore

Capital Markets

Investment Banking

Shanghai, China

Capital Markets


Hussar & Co.’s Role

Market KnowledgeMarket Knowledge Advisor / NegotiatorAdvisor / Negotiator

� Advice on key policy / structural issues:

financing strategy, debt vs. equity vs. joint

venture

� Increase negotiating flexibility and leverage

� Experienced advice on key policy decisions

� Negotiating intermediary with investors /

strategic partners

� Experience in creative structuring to

facilitate transaction closing

� Local presence in our markets of focus

� Ability to identify and access qualified

strategic and financial investors globally at

decision-making level

� Real-time market intelligence on the

transaction and financial marketplace

� Understand industry from both investment

banking and strategic/operational

standpoints

6

Process Manager Process Manager

� Day-to-day management of potential

investors, logistics and information flow

� Screen qualifications of investors

� Minimize time required of management

and disruption of business

� Independent buffer between investors and

the client

� The clent’s representative during due

diligence and negotiations

CredibilityCredibility

� Help to affirm quality and immediacy of

transaction; qualify the opportunity and

supportive analysis

� Induce prospective counterparties to invest

time and money in due diligence

� Help to formulate process

� Ensure level playing field

� Provide institutional ready diligence

package for transactional counterparties

facilitate transaction closingstandpoints

� Access to major leading research

Hussar & Hussar & Hussar & Hussar & Co.Co.Co.Co.


Negotiation

and Closing

� Negotiate with

selected finalists

� Secondary

counterparty due

diligence

� Initial counterparty

management calls

� Finalize marketing

documents and

management

� Kick off meeting

� Hussar ‘s due

The key to success in the process is to create the perception of a competitive process in the minds of the transactional

counterparties. The timeline below illustrates the potential sequence and activity set of a fundraising or strategic transaction.

Due

Diligence

Final

Marketing

Initial

Marketing

Preparation

and

Diligence

Hussar & Co.’s Transactional Process Timeline

� Draft Legal

Agreements

� Transaction Closing

diligence

� Respond to

additional due

diligence requests

� Solicit non-binding

final term sheets /

LOIs

� Request initial term

sheets / LOIs

� Invite selected

parties to

participate in due

diligence:

� Mgmt. meetings

� Site visits

� Data room

� Contact alternative

counterparties

(secondary

marketing)

management

presentation

� ‘Test the Waters’

with potential

counterparties

� Finalize general

counterparty list

� Initiate discussions

� Distribute NDAs

� Distribute

marketing

materials

� Hussar ‘s due

diligence, site visits

and mgmt. meetings

� Organize diligence

materials

� Prepare marketing

materials/ investment

memorandum

� Prepare management

presentation

� Initial valuation study

� Initial investor list


Hussar & Co. brings together highly season professionals with established track records of closing deals in both mature and emergingmarkets across the globe. Specific sector experience includes automotive, chemicals, communications, finance, food &beverage, insurance, manufacturing, media, medical technology, packaging & printing, pharmaceuticals, professional service, realestate, retail, technology, and others.

Representative Transaction Experience

Representative historical transactions include the following:

Chemicals - Advised on the $345MM acquisition of the industrialadhesives division of a diversified, US-based industrial company

Communications - Advised on a $1.5B investment into a US-basedprovider of cellular communications services

Communications - Advised on the $250MM acquisition of a US-baseddeveloper of network management systems

Entertainment - Strategic Advisory in potential LBO of market leadinghospitality video on demand provider

Current and former investment banking clients:

8

hospitality video on demand provider

FIG- $80MM IPO of a leading Hungarian investment group in one of thefirst IPOs of an Eastern European company

Mining - Initial equity capitalization and subsequent sale to strategicinvestor for 25x return to investors in 36 months

Media - Advising management team on $500M LBO of video on demandservices provider to the hospitality industry

Technology - Advised Internet security and authentication company inthe $175MM sale of its messaging and mobile media businesses

Technology - Co-managed $95MM follow-on public offering for a Taiwan-based semiconductor testing company on NASDAQ

Telecoms - Next Generation VOIP provider -- $200M Equity Capital Raise

Telecoms - Strategic Joint Venture with PT Telecom (Indonesia)


Mr. Gordon’s experience and vision is to help his clients realize extraordinary value through the flawless planning and execution of

strategy, financings, liquidity/exit events and the acquisition of strategically complementary businesses and assets that foster aggressive sustainable

Mr. Frater serves as the group’s founding Managing Partner. He has spent the past 20 year investing private equity and advising funds and

corporations on emerging markets investments, corporate financings, as well as cross-border M&A. Prior Hussar, he managed an independent

private equity and advisory firm that lead, advised or transacted middle market buy-outs in China, the US, Canada and Mexico. He spent 10 years of

his career living/working in both China and Central and Eastern Europe. He has served as lead advisor to several European Governments on

privatization initiatives and has advised several leading institutional investors and family offices on emerging market transactions. He graduated

from the University of Pennsylvania with a Bachelors degree in History and Economics. In addition to English, Mr. Frater is fluent in German and

Hungarian.

Thomas PB Frater – Managing Partner

Matt Gordon – Managing Director

Hussar & Co. Team – Managing Directors

strategy, financings, liquidity/exit events and the acquisition of strategically complementary businesses and assets that foster aggressive sustainable

growth. Mr. Gordon began his career as a mergers and acquisitions attorney on Wall Street with Sullivan & Cromwell and Fried Frank. There he

represented some of the world’s largest companies and financial institutions in a variety of corporate and M&A transactions. Following his legal

career, led the M&A group, and eventually the US division of Red Cube, a Swiss VOIP-telecom company. During his tenure, Mr. Gordon led the

acquisition and divestiture of several assets and the raising of $200 million in equity capital. Mr. Gordon is a licensed attorney and member of the

New York State Bar and holds SEC securities licenses.

9

Mr. Visser is currently moving to Singapore. He has over 12 years of strategy & business development and client origination & corporate finance

execution experience, in particular; M&A, Leverage Finance and Debt & Equity Capital Markets. Most recent as a Director of Strategy within the

Global Financial Institution Group at RBS Global Banking & Markets division in London. Previously, he was a Vice President within the Client

Coverage Group for Private Equity Clients at Bank of America Merrill Lynch division in London and New York. He started his career as a

Management Associate within the Corporate & Investment Banking division of Citigroup in Amsterdam and New York. He is a ACIS member at the

Chartered Institute of Securities & Investments in the UK, a Registered Corporate Finance Advisor with the Finance Service Authority in the UK. In

addition, he has a Master of Science degree in Business and Finance from the University of Groningen in the Netherlands and SKEMA/

CERAM, Ecole Superieure de Commerce in France.

Gerben Visser – Managing Director


Mr. Jakopic is Hussar & Co.’s representative in Slovenia. Mr. Jakopic has spent the past 8 years working in the Business Development in Europe and

USA. Prior Hussar & Co., Mr. Jakopic was active in the business development where he was involved in several ventures in the Retail, Real Estate

Jaka Jakopic - Vice President

Hussar & Co. Team – Vice Presidents

Mr. Vojnovic is a Vice President on the investment banking team. A Serbian national by birth, Mr. Vojnovic has 6 years of investment banking

experience in emerging Europe and London. Prior to Hussar & Co., Mr. Vojnovic was a principal with Nova Capital Global Markets on the European

desk, working closely with the team in New York to help execute transactions on the ground throughout CEE and Russia. Before NGM, Pavle

worked for Deutsche Bank (CEEMEA M&A team) and Bank of America Merrill Lynch (Debt Capital Markets Group) in London. Mr. Vojnovic holds a

BA in Business Studies from the University of Westminster and a Msc in Investment Management from Cass Business School in London. In addition

to English, Mr. Vojnovic is fluent in Russian and Serbian.

Pavle Vojnovic - Vice President

USA. Prior Hussar & Co., Mr. Jakopic was active in the business development where he was involved in several ventures in the Retail, Real Estate

and IT sector. Mr. Jakopic was working with the World Trade Centers Association on the expansion on the new markets. As a member of the

advisory team at Pirelli Real Estate, he was working on the M&A transactions of large scale residential and retail portfolios in Germany and Italy as

well as with the expansion of the business into Central, South and Eastern Europe. Jaka has graduated from GEA College of Entrepreneurship and

Stockholm School of Entrepreneurship with a Bachelors degree in Economics and a MSc in Real Estate Management from Royal Institute of

Technology in Stockholm. In addition to English, Mr. Jakopic is fluent in German, Slovenian and Croatian.


Hussar & Co., Inc.

575 Madison Avenue

7th Floor

New York, NY 1002

Tel. +1-212-792-7973

[email protected]

www.hussarco.com

Contact & Disclaimer

www.hussarco.com


This presentation has been prepared by Hussar & Co, Inc. (“Hussar”) for the exclusive use of recipient (together with its subsidiaries and affiliates, the “company”) using information provided by the company and other

publicly available information. Hussar has not independently verified the information contained herein, nor does Hussar make any representation or warranty, either express or implied, as to the

accuracy, completeness or reliability of the information contained in this presentation. Any estimates or projections as to events that may occur in the future (including projections of revenue, expense, net income and

stock performance) are based upon the best judgment of Hussar from the information provided by the company and other publicly available information as of the date of this presentation. There is no guarantee that

any of these estimates or projections will be achieved. Actual results will vary from the projections and such variations may be material. Nothing contained herein is, or shall be relied upon as, a promise or

representation as to the past or future. Hussar expressly disclaims any and all liability relating or resulting from the use of this presentation.

This presentation has been prepared solely for informational purposes and is not to be construed as a solicitation or an offer to buy or sell any securities or related financial instruments Certain clients and transactions

illustrated herein where executed by Hussar personnel while associated with other organizations. The company should not construe the contents of this presentation as legal, tax, accounting or investment advice or a

recommendation. The company should consult its own counsel, tax and financial advisors as to legal and related matters concerning any transaction described herein. This presentation does not purport to be all-

inclusive or to contain all of the information which the company may require. No investment, divestment or other financial decisions or actions should be based solely on the information in this presentation.

This presentation has been prepared on a confidential basis solely for the use and benefit of the company; provided that the company and any of its employees, representatives, or other agents may disclose to any and

all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to the company relating to such

tax treatment and tax structure. Distribution of this presentation to any person other than the company and those persons retained to advise the company is unauthorized. This material must not be

copied, reproduced, distributed or passed to others at any time without the prior written consent of Hussar.

Hussar firm overview

Investor Relations

Transcript of Hussar firm overview