TRANSACTION INVESTMENT CRITERIA & PROCESS
CONTENTS Section 1 -‐ Legal Disclaimer Section 2 -‐ Investment Program Overview Section 3 -‐ Investment Criteria Section 4 -‐ Investment Process
Legal Disclaimer
. IMPORTANT: By reading beyond this point, you agree, acknowledge, and accept that this is a private encoded communication of privileged, proprietary, and confidential information and you agree to keep it private. The sender is a Consultant/Intermediary and makes no warranties or representations as to the information and/or documents provided and/or to any financial transaction(s) that may result from this information. Further, all due diligence is the full and sole responsibility of the Principals involved. DISCLAIMER: As this document is typically passed on via intermediaries to potential clients, it is important to note that an intermediary can NEVER quote definitive returns or procedures to a client. Intermediaries may have knowledge of past historical details but these details are not necessarily predictive of future procedures or results. Only the programs provide; in direct discussion with the client, has the ability and authority to give any specific quotations for future potential results. Hence, the client can only know the definitive details of a potential transaction as a result of discussions with the program. The client will have the details that can be definitively relied upon ONLY after the final issuance of a contract. This document is NOT to be relied on as a definitive source of information related to this program, as all details may be subject to change the client MUST refer to the final contract provided by the program provider. The sender is not a United States Securities Dealer or Broker or U.S. Investment Adviser. The sender is a Private Investor and Introductory Service Provider for borrowers and/or clients to the various contacts that suit their business needs at only at their request. The sender does not provide any funding, bank instruments, bank guarantees or other financial instruments or commitments of any kind. This document and any related documents are never to be considered a solicitation for any purpose in any form or content. This communication (including any attachments) is covered by Electronics Communications Privacy Act 18 U.S.C. 2510-‐ 25212701-‐2710, 3121-‐3126 and is confidential & legally privileged. Information contained in this document is intended for a specific individual(s) & purpose & therefore is protected from disclosure under the Gramm-‐Leach-‐Bliley Act. Upon receipt and acceptance of these documents, you as the Recipient(s) acknowledge this warning and disclaimer.
C O N F I D E N T I A L
Investment Program Overview The investment approach is an "active investment", an investment style whose main feature is to take majority or substantial minority stakes in portfolio companies and work alongside executive management and other main shareholders towards a common goal; that is to create value over time by building successful businesses. This approach favors’ a relatively long term perspective. Strategy • Proactively source outstanding direct private equity investment opportunities, including investments sourced through Lloyd Bancaire’s fund manager relationships. • Execute independent, rigorous investment analysis, emphasizing a comprehensive due diligence program. • Actively apply Lloyd Bancaire operating skills, experience and resources to drive equity value creation. • Construct a diversified portfolio of direct investments in high-‐quality companies. Portfolio Construction Our goal is to diversify our portfolios across multiple variables, as follows: • Company Size and Stage of Development: Includes early-‐stage and emerging growth companies, middle-‐ market companies, and larger companies with revenues in excess of $5 to $500 million. • Industry: Exposure to multiple attractive industry sectors within the Americas, Europe and Asian economies. • Time: Investments made in portfolio companies over a three-‐ to four-‐year period. Size and Stage of Development
Investment Criteria Lloyd Bancaire invests in the early and expansion stage companies throughout the Americas, Europe and Asia. Lloyd Bancaire’s diversified investment strategy, but each potential transaction must fit our general selection criteria. We invest from $10 to $500 million in equity over the life of an investment and partner with businesses that have the potential to be market leaders and demonstrate the following characteristics: Client must have ten percent Minimum of (10%) liquidity. Lloyd Bancaire employs a disciplined and conservative investment approach. We exercise intensive due diligence, seek purchase prices that are lower than average multiples, and focus on the industries we know best. (Financial Services, Infrastructure, Telecom, Media & Entertainment, Energy & Power, Industrial, Real Estate, Hospitality & Hotels, Healthcare & Life Science, Consumer & Retail, Transportation, Manufacturing and for other please contact the Client Development Team)
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Rapidly Growing Market We pursue companies that operate in large, rapidly-‐growing or transforming markets. The typical markets we pursue are experiencing dramatic changes because of new technologies or regulations, or changing customer sentiment.
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Clear Product or Service Need We invest in companies developing products or services that address clear inefficiencies or needs in the market. These incrementally novel approaches often require less time and capital to be successful, and can capture significant value through management’s ability to balance vision with speed and superior execution.
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Capital Efficient Business Model Capital efficiency and the ability to harness global resources are two important characteristics of each investment in our portfolio. Across the Business Models, we seek investment opportunities that can scale quickly with a reasonable amount of capital investment.
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Strong Management The quality of a company’s management team is a critical factor in determining the overall success of the business. We leverage our human capital network and advisory relationships to play an active role in helping attract additional top-‐tier talent.
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Early and Expansion Stage We invest in early-‐ and expansion-‐stage companies. Early-‐stage companies typically have established proof-‐of-‐concept for their technology or service, and often have a senior executive in place who is an experienced leader in his/her field. Expansion-‐stage companies typically have generated meaningful revenues (for Business Services companies), or substantial data or FDA approval (for Life Sciences companies).
Investment Process Our rigorous investment process incorporates all of our professionals and ensures exhaustive research is performed on every transaction. Due diligence includes:
Detailed industry and market research Quantitative analysis Detailed financial review Reference checks on management Reference calls with key company customers and suppliers
The overall process is as follows: From the moment Lloyd Bancaire has all the project documents it will take up to three to five months until signing, and in some cases the process can be shorter. Initial Screen 2-‐10 Days
In-‐depth Review 11-‐17 Days
Initial Due Diligence 18-‐35 Days
Intensive Due Diligence 36-‐40 Days
Investment Recommendation and Closing 44-‐90 Days
Proactively source investment opportunities Log and screen each investment opportunity Review business summary/ plans
Thoroughly review company's business model Review outside databases on market and industry forecasts Analyze general risk/reward characteristics of investment opportunities
Focus on quality of management Complete Test business model Discuss terms Prepare Short Form Investment Summary Issue term sheet Due Diligence & Admin. Fees Paid.
Refine/review financial projections Complete reviews of third-‐ party accounting/ market/ technology as appropriate Negotiate term/structure Conduct legal review Conduct customer/ management reference checks
Gain approval of recommendation by investment committee Prepare memorandum Investment /commitment Prepare final document Intake collateral / Set up SPE /SPV Leverage Mechanics, SPE set up to intake assets and collateral. Lender provides first trench of funding into the project’s master fund.
After completion of an investment, Lloyd Bancaire professionals actively monitor each portfolio company, strategically focusing on the development of the company toward investment exit goals. This includes intense focus on improving business performance, active involvement with management and continuous evaluation of exit options.
Referrals: Lloyd Bancaire welcomes investment proposals and referrals from banks, investment banks, law firms, advisors and intermediaries. We will pay reasonable referral fees provided such fees are pre-‐negotiated and agreed to in writing.
CONTACT
If you know of an opportunity that meets these criteria, we would appreciate the opportunity to speak with you. Please contact the Investment Advisor for your region.
cs@lloydbancaire.co.uk
AMERICAS // ASIA // EUROPE This document is provided by Lloyd Bancaire are for general knowledge only, and does not constitute the provision of legal advice, accounting services, investment advice, written tax advice under Circular 230 or professional advice of any kind. The information provided herein should not be used as a substitute for consultation with professional tax, accounting, legal, or other competent advisors. Before making any decision or taking any action, you should consult with a professional advisor who has been provided with all pertinent facts relevant to your particular situation. The information is provided ‘as is’ with no assurance or guarantee of completeness, accuracy, or timeliness of the information, and without warranty of any kind, express or implied, including but not limited to warranties or performance, merchantability and fitness for a particular purpose.