Transcript
Page 1: Hexagon Advisors Overview

Introduction to Hexagon Advisors

Investment banking and strategic advisory services exclusively tailored for middle-market growth companies.

Page 2: Hexagon Advisors Overview

I. Hexagon Advisors, LLC Overview

II. Private Placements

III. Mergers & Acquisitions

IV. Financial Advisory Services

V. Strategic Advisory Services

VI. Transaction Experience by Sector

VII. Biographies

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Page 3: Hexagon Advisors Overview

I. Hexagon Advisors, LLC Overview

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•  Investment banking and strategic advisory services exclusively tailored for middle-market growth companies

•  Focused partnership of long-tenured Wall Street investment bankers providing clients senior-level attention and superior execution capabilities

•  Significant experience (200+ transactions) across multiple emerging growth industries and sectors

•  Focused range of disciplines: Capital Raising, Mergers & Acquisitions and Financial and Strategic Advisory Services

A Unique Approach to Investment Banking

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•  Successful track record in private equity and debt markets •  Independent advisory services especially relevant in today’s environment •  Unique ability to access and organize the market and then deliver the outlier result

through flawless execution

Private equity

Bank debt

Mezzanine debt

Public market co-manager and adviser

Sell-side advisory

Buy-side advisory

Management buyouts

Fairness opinions/ independent advisory services

Strategic alternatives review

Restructuring analysis

Private Placement; Capital Raising and

Restructuring

Financial Advisory Services

Mergers and Acquisitions

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Corporate strategy development

Strategic alliances

Marketing strategy

Licensing

Strategic Consulting

Services

Offering a full range of financial and strategic advisory services to the middle market

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Our deep industry expertise uniquely positions Hexagon to provide a complete service offering to our clients

Experience

•  Over $30 bn

•  200+ Deals

•  $26 bn of M&A Advisory

•  $7 bn of Capital Raised

Model

Investment Banking

Strategic Consulting

Services

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Build Reputation and Participate Economically through Incentive Fees

Gain Additional Transactions

Over-Service Clients Achieve Extraordinary Results

Significance of each client to Hexagon •  Client will receive senior attention from start to finish

•  No conflicts or mixed agendas

•  Not “Just another deal” to us

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Maximizing the likelihood of an OUTLIER RESULT

Transaction Size in line with

Hexagon’s Focus

Consistent Senior-Level Attention

Deep Industry Relationships

Superior Transaction Execution

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•  Attention - Committed to providing comprehensive senior level focus on every aspect of a

transaction - Committed to long-term partnerships with Clients -  Every transaction is viewed as a reference transaction -  Focused partnership clear of prevailing Wall Street ‘carnage’

•  Ability - Can facilitate and execute all strategic options: advisory, private placement, and

company sale - Extensive transaction experience ensures no stone remains unturned - Over 200+ capital raising & advisory transactions totaling $30+ billion

•  Access - “Tapped in”– long standing relationships with VC’s, private equity & debt firms, industry

leading public and private companies - “In the Flow”– enables us to provide clients with real time insights into capital market

and industry trends

•  Passion -  Our goal is the relentless pursuit of perfection for our clients

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II. Private Placements

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•  High quality deal flow –  Established relationships with venture capitalists, private debt and equity firms,

strategic industry partners and angel investors –  Due diligence and positioning at an IPO level of depth and quality

•  Solutions-oriented structuring –  Extensive experience structuring private investment for both private and publicly

listed companies –  Expertise in equity, fixed income, convertible securities, derivatives and bank

debt –  Understanding of buy-side and sell-side motivations and objectives

•  Careful management of offering process –  Senior level involvement from origination through closing –  Institutional distribution focusing on value-added investors and partners

•  Proven track record –  For issuers: High completion and aftermarket success rate for transactions

undertaken –  For investors: Significant and reliable IRR –  For Hexagon: Over $7 billion of capital raised

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Assist in preparation of offering

memorandum

Prepare valuation of

company

Assist in preparation of

roadshow presentation

Develop marketing strategy to

potential investors

Contact potential investor groups and schedule roadshow

meetings

Supervise and coordinate investor

due diligence meetings

Provide follow-up information to investors as requested

Drive negotiation of value and appropriate transaction structure

Coordinate all activities required to close transaction

Transaction closing

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Size of the Offering

• Allocation of funds

• Number of shares to be offered

Issues for Consideration

Timing of Offering

• Key milestones and upcoming news or events

Use of Proceeds

• Corporate purposes vs. shareholder liquidity

Compensation

• Management incentivation post-funding

• Key management / employee option pools

Valuation Methodologies

• Company and Shareholder expectations

• Market environment

Positioning of Company

• Progress / achievements

• Competitive advantages

• Long-term differentiation

Target Investor Base

• Diversification goal

• Value-added capital

Process Management

• Preservation/allocation of key management time

Outside Advisors

• Company counsel and auditors

There are a number of key issues to consider that if managed correctly will ultimately lead to the success of the offering

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III. Mergers & Acquisitions

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•  Add value through selective engagements –  Recognize and appreciate strategic opportunities –  Understand company objectives –  Align client expectations with transaction goals –  Deliver the commitment and attention of senior professionals

•  Provide superior execution strength –  In-depth knowledge of the full range of corporate advisory services –  Extensive industry, legal and accounting expertise –  Completed transactions totaling over $26 billion

•  Strategic positioning of the transaction –  Anticipate the reaction on Wall Street –  Know when to accept a proposed transaction –  Understand the value of a stock –  Explore all the available alternatives

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Hexagon’s unique combination of industry knowledge and transaction experience allows us to provide unmatched advisory services

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Shareholder Value

Protection

Merger of Equals

Shareholder Value

Protection

Cross Border Transactions

Sell-side Advisory

Buy-side Advisory

Leveraged Transactions

Fairness Opinions

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Identifying Deals

Evaluating Deals

Executing Deals

Making Deals

Successful

Evaluation of Target/Buyer

Position

Analysis of Synergies

Assess Wall Street Reaction

Structure & Arrange Financing

Ascertain Client Needs

Idea Generation

Monitoring Deal Flow

Assess Integration

Issues

Target/Buyer Valuation

Due Diligence

Deal Structuring

& Negotiation

Post Announcement

Positioning

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• McKinsey type analysis of strategic alternatives

• Choose optimal path or appropriate action to achieve Client’s objectives

Certainty Value

Maximizing Strategies

Minimize Management

Burden

Speed

Market Deal

Confidentiality Analysis

• Develop investment case / marketing story

• Convey Clients’s compelling story

• Create Competitive tension

• Effective management presentations

• Dedicated and focused team of experienced senior transaction professionals at every step

• Constant communication and effective dissemination

• Primary Hexagon access point

• Thorough preparation: no surprises

• Accurate, regular feedback (communication is key)

• Achievement of forecasts

• Hexagon is prepared for immediate execution

• Momentum and urgency from engagement to deal closing

• Carefully selected potential partners

• Controlled flow of information

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IV. Financial Advisory Services

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Strategic Planning & Positioning

Strategic Partner

Introductions

Restructuring &

Reorganizations

Early Stage

Advisory

IPO Advisory Services

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•  IPO advisory services –  Hexagon has substantial experience in preparing clients for their IPO transaction:

IPO process preparation, valuation analysis and underwriter selection process.

•  Restructuring and reorganization –  Hexagon serves as financial advisor to investors, creditors and companies, providing

expertise in negotiation and arrangement of standstill agreements and covenant waivers, pre-petition and debtor-in-possession financings, debt restructurings, asset sales, exchange/tender offers and plans of reorganization.

•  Strategic planning and positioning –  Hexagon takes a consulting approach, conducting thorough due diligence on a

client’s business and financials, assessing the competitive landscape, analyzing prevailing industry trends and ascertaining current strategic opportunities, then works closely with senior management in the formation, development and implementation/execution of the client’s strategic plan and market positioning.

•  Strategic partner introductions –  Hexagon has long standing relationships with CEOs, CFOs, and Heads of Business

Development at leading companies worldwide enabling senior level, principal-to-principal introductions for clients and global access to potential partners for purposes of leveraging sales, marketing and distribution, technology partnering, joint ventures, outsourcing, turn-key manufacturing and equity investment.

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V. Strategic Advisory Services

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Marketing Strategy

Strategic Alliances

Corporate Strategy

Development

Licensing

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•  Strategic Alliances and Collaboration Agreements –  Hexagon is able to identify potential strategic partners for purposes of collaborating

on scientific research, IP, distribution, marketing, or sales.

•  Licensing or Sale of Intellectual Property –  Assists clients with negotiating out-licensing, and in-licensing agreements.

•  Corporate Strategy and Consulting –  Hexagon aids companies in strategic planning, including developing or improving

general business plans, marketing plans, brand development plans, and planning for the launch of new products and services.

•  Company and Industry Research –  Hexagon assists private equity groups, venture capitalists, and hedge funds to value

potential investment opportunities. –  Value chain analysis, financial benchmarking, assessment of regulatory issues, and

analysis of industry profiles and trends.

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VI. Transaction Experience by Sector *

* Listing of select companies with which Hexagon professionals have worked; advisory and principal investment.

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VII. Professionals

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Todd Hellmann (415) 307-0430

[email protected] 36

Professional Background Education Transaction Experience

•  18 years of investment banking experience

•  Headwaters MB

•  UBS Warburg

•  JP Morgan Chase (Hired by Hambrecht & Quist)

•  CIBC Oppenheimer

•  Houlihan, Lokey, Howard & Zukin

•  PaineWebber

Bachelor of Arts Brown University

•  Participated in more than 100 transactions

•  Public and private debt and equity

• Mergers & acquisitions

•  Fairness opinions

•  Restructuring

•  Strategic consulting

Todd R. Hellmann

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Marshall Jensen (415) 370-7887

[email protected]

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Professional Background Education Transaction Experience

•  15 years of investment banking , principal investment and legal experience

•  Fort Mason Capital, LLC

•  Adams Harkness

•  UBS Warburg

•  CIBC Oppenheimer

•  Shearman & Sterling

Bachelor of Arts Brown University

Juris Doctorate Columbia University

•  Participated in more than 100 transactions

•  Principal investment (Fort Mason Capital)

•  Public and private debt and equity

• Mergers & acquisitions

•  Fairness opinions

•  Strategic consulting

Marshall P. Jensen

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Boyd Bell (720) 201-0589

[email protected] 38

Professional Background Education Management and M&A Experience

•  17 years of operations, IT, & executive mgmt experience

•  Level 3 Communications

•  Worldbridge Broadband Services

•  AT&T Broadband (formerly known as TCI)

•  U S WEST

•  Maytag Corp & Fleetguard (div Cummins Engines)

Bachelor of Science Industrial Engineering, Iowa State University

Master of Technology Management, University of Denver

Master of Business Administration, University of Colorado

•  Assisted and led in integrations of 7 M&A’s while at Level 3 (Genuity, WilTel, Progress Telecom, ICG Communications, Telcove, Looking Glass Networks, Broadwing) that included network, operations, IT systems, and SOX compliance/regulatory requirements.

•  Implemented numerous operations projects that provided transparency to operational performance and enabled substantial improvements.

•  Complex portfolio/program/project management experience including programs in excess of $4B.

•  Managed teams as organization as 275 people that included offshore and outsourced function.

Boyd J. Bell


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