Navigator Capital
Being On Target When Times Are Tough
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Disclaimer All information provided in this document is solely for the use of the management and the personnel of the receiving company or institution. No part of it may be circulated, quoted, or reproduced for distribution outside the receiving organization without prior written approval from Navigator Capital GmbH.
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In brief
Founded as an investment holding in 2013 in Munich, Germany, Navigator Capital has become a private equity partnership focused on the acquisition of non-performing small and medium-sized companies and under-managed non-core business units. Our team of seasoned M&A, financing and restructuring professionals takes pride in offering tailor-made transaction structures and business continuity plans to the sellers, directly addressing their needs and concerns, while supporting forcefully and responsibly the operational improvement of our portfolio companies.
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• Diploma in Business Administration and Master in Management at ESCP Europe in Oxford, Madrid and Paris
• Career in M&A advisory, working at Rothschild & Cie. in Frankfurt and Paris
• Co-founder of CallistoGen AG and Executive Management at The Genetics Company
• Since 2010 focuses his work on classical M&A advisory, financial restructurings and project finance for infrastructure projects
Seasoned Partners
• Masters in Economy and Finance (MLU & Frankfurt School)
• Previously at Equinet and Silvia Quandt & Cie. AG as Deputy Head of Research of SQC and COO of SQR
• Joining the founding team of Callista Private Equity in 2013 as Investment Manager and becoming Partner in 2014
• Founder of Navigator Capital in 2016
• Master in Industrial Management (EUFH)
• Controlling and IT-Implementation at H.C.Starck GmbH
• Cost-Center- and Bank Reporting at B2X Care GmbH in 2013
• Restructuring Studio Halle Group as CFO
• Co-founder of Navigator Capital
• Studies of and dissertation in Business Administration, focus on Innovation, Marketing, Organization
• Experience and expertise in restructuring consulting (Partner/ Managing Director at hww Unternehmensberater, Mazars Consulting, BGP – Bohnert Group of Partners)
• Interim manager in several restructuring and insolvency situations
• Chartered Financial Analyst (CFA)
• Business Consultant for Edison Investment Research
• Managing Director Silvia Quandt & Cie. Ltd, London
• Vice President/Director with several investment banks including Natixis, DZ Bank, Deutsche Bank including heading sales teams in Tokyo, Frankfurt and London
DIETMAR GUNDEL
FERDINAND MIROW
DR. JOCHEN BRINKMANN
HOLGER SCHMIDT
CHRISTIAN MUSCHICK
tel: +49 172 611 833 2 e: c.muschick@navigator-
capital.de
tel: +49 172 79 77 243 e: f.mirow@navigator-
capital.de
tel: +41 76 558 9068 e: d.gundel@navigator-
capital.de
tel: +49 172 262 33 11 e: j.brinkmann@navigator-
capital.de
tel: +44-7 876 562 976 e: h.schmidt@navigator-
capital.de
• Masters in Business Law and in Finance and Entrepreneurship from ESCP Europe
• Restructuring consultant
with KPMG France
• Senior Advisor for June Partners formerly Duff & Phelps –Paris
• Restructuring and insolvency advisor with a focus on financial and operative restructuring in the French market
TOM FRANCOIS
tel: +33 6 99 66 32 88 e: t.francoist@navigator-
capital.de
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Holistic Philosophy
During any transaction process we aim to understand the needs and intentions of the seller and to develop an optimally fitting structure accordingly. We are discrete and co-ordinate our communication strategy with the seller, also post transaction. Our setup enables extraordinarily quick investment
decisions. If needed we can prepare a binding offer at short notice and can close a transaction with fast decision making. We will be ready to start implementation at day one.
We seek strong alignment of interest and aim to be reliable partners beyond closing. We adhere to agreed plans and targets and also expect that from our counterparties. We only accept projects where we can add value. During due
diligence we conduct a thorough analysis of the situation. By closing of the transaction we will have understood the problems, risks and opportunities and will have developed a well-founded and realistic business continuity concept including a detailed restructuring budget.
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Solid Network
Investment Partnerships
In order to have access to funding in excess of our own capital, we partner up with other asset and equity investors for which we act as investment manager offering diversification to their funds.
• Investment manager offering diversification to their funds
Out
com
es
Other Asset and
Equity Investors
Our
Rol
e
Knowhow and Capabilities
We maintain a network of industry professionals, advisors and service providers, complementing our team by contributing special know how and capabilities. This enables us to take on highly diverse projects while remaining agile and efficient.
Pro
vide
Industry Professionals
Advisors
Service
Providers
• Highly diverse projects • Agile and efficient
approach Targ
et
• Special know how • Infrastructure and capabilities
• Have access to funding in excess of our capital
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We Provide Solutions We Think Operational and Act Entrepreneurial We are Pragmatic and Focused
We are Flexible and Fast We are Outspoken and Consistent
! Focus on operations in need for structural change
! During transaction we analyze the situation from the view of the target company and the seller to provide a solution fitting their needs
! We take over full financial and legal responsibility and enable the seller to refocus on core business
! We enable the target to develop more dynamically when liberated from group restrictions and policies
! We are conscious risk takers, ready to step in where others seek to exit
! We expect from a project that it is based on solid planning with realistic budgets
! Post transaction, we carry out the initial
carve-out and restructuring ourselves thus providing expertise and manpower for the most demanding phase of the turnaround
! During our analysis we focus on understanding the reasons for the current underperformance and the short- to midterm development options
! Usually, we include all key terms and
conditions in a term sheet that then leads to a lean purchase agreement.
! We are flexible and can act quickly – Being a small team without the constraints of a fund structure we can flexibly address the needs of the sell side
! If needed we can prepare a binding offer at short notice and be ready for closing without any delay
! We are outspoken and respect our commitments – We commit to make our best effort to analyse a transaction and to submit a serious offer right from the beginning
! We are open and transparent in the process and we respect the terms and conditions of the term sheet once it is signed
Distinct Approach
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Pragmatic Investment Focus
1. Small and Mid Caps
2. Central/western continental Europe and United Kingdom
3. All industries except R&D- and property focused businesses
4. Low to negative EBIT margins
5. Majorities
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Ready to listen
Navigator Capital GmbH Mauerkircherstraße 31 81679 München
+49 89 925 860 09
[email protected] www.navigator-capital.de
Navigator Capital
Company Profile
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Disclaimer
All information provided in this document is solely for the use of the management and thepersonnel of the receiving company or institution.
No part of it may be circulated, quoted, or reproduced for distribution outside the receivingorganization without prior written approval from Navigator Capital GmbH.
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Navigator Capital
Founded in 2013 as an investment holding, Munich, Germany based Navigator Capital is a privateequity partnership focused on the acquisition of distressed smaller companies and under-managed non-core business units.
Our team of seasoned M&A, financing and restructuring professionals’ takes pride in offeringsellers with tailor-made transaction structures and business continuity plans, directlyaddressing their needs and fears while forcefully supporting the operational improvement of ourportfolio companies.
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Investment Focus
• Majority stakes
• Continental Europe + UK
• All industries with the exception ofR&D and asset focused businesses
• Small and MidCaps
• Negative EBIT margins
• Potentially insolvencies
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Our Philosophy
During any transaction process we aim to understand the needs and intentions of the seller and to develop an optimally fitting structure accordingly. We are discrete and co-ordinate our communication strategy with the seller, also post transaction.
Our setup enables extraordinarily quick investment decisions. If needed we can prepare a binding offer at short notice and can close a transaction with fast decision making. We will be ready to start implementation at day one.
We seek strong alignment of interest and aim to be reliable partners beyond closing. We adhere to agreed plans and targets and also expect that from our counterparties.
We only accept projects where we can add value. During due diligence we conduct a thorough analysis of the situation. By closing of the transaction we will have understood the problems, risks and opportunities and will have developed a well-founded and realistic business continuity conceptincluding a detailed restructuring budget.
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• Diploma in Business Administration and Master in Management at ESCP Europe in Oxford, Madrid and Paris
• Career in M&A advisory, working at Rothschild & Cie. in Frankfurt and Paris
• Co-founder of CallistoGen AG and Executive Management at The Genetics Company
• Since 2010 focuses his work on classical M&A advisory, financial restructurings and project finance for infrastructure projects
Partners
• Masters in Economy and Finance (MLU & Frankfurt School)
• Previously at Equinet and Silvia Quandt & Cie. AG as Deputy Head of Research of SQC and COO of SQR
• Joining the founding team of Callista Private Equity in 2013 as Investment Manager and becoming Partner in 2014
• Founder of Navigator Capital in 2016
• Master in Industrial Management (EUFH)
• Controlling and IT-Implementation at H.C.Starck GmbH
• Cost-Center- and Bank Reporting at B2X Care GmbH in 2013
• Restructuring Studio Halle Group as CFO
• Co-founder of Navigator Capital
• Studies of and dissertation in Business Administration
• Experience and expertise in restructuring consulting (Partner/ Managing Director at hwwUnternehmensberater, Mazars Consulting, BGP –Bohnert Group of Partners)
• Interim manager in several restructuring and insolvency situations
• Chartered Financial Analyst (CFA)
• Business Consultant for Edison Investment Research
• Managing Director Silvia Quandt & Cie. Ltd, London
• Vice President/Director with several investment banks including Natixis, DZ Bank, Deutsche Bank including heading sales teams in Tokyo, Frankfurt and London
DIETMARGUNDEL
FERDINANDMIROW
DR. JOCHENBRINKMANN
HOLGERSCHMIDT
CHRISTIANMUSCHICK
tel: +49 172 611 833 2e: [email protected]
tel: +49 172 79 77 243e: [email protected]
tel: +41 76 558 9068e: [email protected]
tel: +49 172 262 33 11e: [email protected]
tel: +44-7 876 562 976e: [email protected]
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Our Network
Investment Partnerships
In order to have access to funding in excess of our own capital, we partner up with other asset and equity investors for which we act as investment manager offering diversification to their funds.
• Investment manager offering diversification to their funds
Out
com
es
Other Asset and
Equity Investors
Our
Rol
e
• Have access to funding in excess of our capital
Knowhow and Capabilities
We entertain network industry professionals, advisors and service providers complementing our team by contributing special knowhow and capabilities. This enables us to take on highly diverse projects while remaining agile and efficient.
Pro
vide
Industry Professionals
Advisors
ServiceProviders
• Highly diverse projects• Agile and efficient
approachTarg
et
• Special knowhow• Infrastructure and
capabilities
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We are different…
We Provide Solutions We Think Operational andAct Entrepreneurial We are Pragmatic and Focused
We are Flexible and Fast We are Outspoken and Consistent
� Focus on operations in need for structural change
� During transaction we analyze the situation from the view of the target company and the seller to provide a solution fitting their needs
� We take over full financial and legal responsibility and enable the seller to refocus on core business
� We enable the target to develop more dynamically when liberated from group restrictions and policies
� We are conscious risk takers, ready to step in where others seek to exit
� We expect from a project that it is based on solid planning with realistic budgets
� Post transaction, we carry out the initial carve-out and restructuring ourselves thus providing expertise and manpower for the most demanding phase of the turnaround
� During our analysis we focus on understanding the reasons for the current underperformance and the short- to midterm development options
� Usually, we include all key terms and conditions in a term sheet that then leads to a lean purchase agreement.
� We are flexible and can act quickly – Being a small team without the constraints of a fund structure we can flexibly address the needs of the sell side
� If needed we can prepare a binding offer at short notice and be ready for closing without any delay
� We are outspoken and respect our commitments – We commit to make our best effort to analyse a transaction and to submit a serious offer right from the beginning
� We are open and transparent in the process and we respect the terms and conditions of the term sheet once it is signed
Our Approach
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Investment Process
Duration3 - 7 days depending on complexity
In due diligence phase an in-depth analysis of the situation is prepared tospecify our ideas to improve the as-is situation.
This phase should be complemented by a meeting with the management and a representative of the shareholder. At this stage we seek to quality check our due diligence findings and to jointly develop a restructuring concept and budget.
Due Diligence PhaseDuration7 - 30 days depending on complexity
Based on the due diligence phase outcomes, we provide a binding offer to the seller and start working on an encompassing business continuity concept.
Throughout the process we seek to find common understanding with the seller and will request feedback on the various components of our offer in order to structure the transaction in line with his requirements, as far as economically viable.
Once a business continuity concept is approved by the seller and a restructuring budget was mutually agreed, we seek the agreement on a term sheet containing all relevant points to be inserted into the agreement to be executed.
Offer Phase
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Solution Development
Due Diligence Phase Closing Phase
Team
sC
arve
–O
ut
External Industry Experts
Management Team
• Operational analysis• Definition of carve-out scope• Definition of replaceable infrastructure
and required new structures• Analysis of cost and revenue impact
Preparations Phase
Restructuring Planning
Carve – Out Planning
Preparations
Preparations
Aggrement on the Plans
Aggrement on the Plans
• Preparation of a carve-out plan and budget
• Review of required service providers including development of detailed budgeting
• Development of interim service supply contracts with seller
• Reaching agreement with seller on carve-out process and budget
• Presentation of to be contracted carve-out service providers
• Determine effective communication with stakeholders
Re-
stru
ctur
ing
• Analysis of strategic setup• Analysis of structural setup• Analysis of management quality
of the first management levels• Development of new corporate
strategy and continuity concept
• Preparation of a business continuity plan and restructuring budget
• Review of financing options and Capex needs
• Review of required additional personnel, including additional management
• Reaching agreement with seller on restructuring plan and budget
• Presentation of to be hired additional key personnel
• Inclusion of the carve-out and restructuring plans and budgets into the SPA (as an Annex)
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2 3 4 5 6 7 8 9 10 11 121
Car
ve –
Out
(com
plex
cas
e)
15 16 17 18 19 20 21 22 23
Res
truc
turin
g
Months2413 14
Review Carve-out Plans
Exchange of Group Services
Exchange of IT
Implementation of tools
Rebranding
Strategy Review
Raising operative efficiency
Operating Efficiency Implementation
Strengthening Salesforce and Improving Strategy
Balance Sheet Optimization
Modernizing Machinery
Carve-Out and Restructuring – Application Phase
Staffing
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Carve - Out
Creation of new contractual
relationship with seller as new
customer/supplier
Staffing
Replacement of old group services (Admin, HR, legal,
accounting/ finance/ tax, sales)
Rebranding
Implementation of fitting controlling
and steering tools
Replacement of group IT
Carve - Out
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Raising competitiveness by
Improving structures and
processes
Restructuring
Review of strategy, definition of attractive additional markets
Strengthening sales force/ improving sales strategy
Raising operative efficiency (cost cutting, better planning, more efficient purchasing)
Implementing Operating Efficiency
Improving balance sheet efficiency (inventory management, Factoring, ABF, Leasing)
Modernizing machinery
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As seasoned restructurers we have a tool box of measures, which we work with regularly. However, the specific restructuring plan is tailor-made for every project, always aiming to strengthen competitiveness, fostering growth and developing new strategic options for long term success.
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Contact Us
Navigator Capital GmbH Mauerkircherstraße 3181679 München
+49 89 925 860 09 [email protected]
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