sterling capital presentation

Introduction2017

www.sterlingcapital.asia China centric cross border mergers & acquisitions

Sterling Capital is a China centric boutique M&A firm with extensive

“on the ground” China experience since 2003.

We are small & medium size enterprise specialist and have successfully

executed numerous cross border transactions. The firm provides, merger &

acquisition, fund raising and strategic financial advisory services.

Sector expertise includes technology, digital media, advertising, international

education and hospitality. Many years of experience allows us to specialize

in carefully bridging the cultural nuances between the East and West.

This strategic approach produces win win outcomes for acquirers and

acquired companies alike.

Rapid technology advances in all sectors has resulted in significant

opportunities in the market. Chinese and South East Asia companies seek

access to technology and client bases in the West and Western companies

seek access to the vast Asia market. Cross border deals provide significant

growth for both.

About Us

http://www.sterlingcapital.asia


About Us

We very carefully match entrepreneur based companies with growth

oriented corporations, investors, private equity and venture capital funds.

We believe very strongly that “not all funding sources and acquirers are

created equal”.

The magic is in the match up. Matching long term corporate, financial and

personal objectives as well as the human elements with buy side and sell

side parties makes or breaks a win win deal.

As a boutique firm clients are assured the principal’s day to day direct

involvement in every detail of every transaction. We do not rely on junior

partners to make critical executive level decisions or client

recommendations.

Sterling Capital represents buy side and sell side companies as well as VC

& PE deal sourcing & exits.



Main Services

M&A Buy Side Advisory

Strategic M&A cross border or domestic expansion,

market entry acquisition, growth acquisition,

management buyout, PE/VC deal sourcing.

M&A Sell Side Advisory

Divestiture, domestic & cross-border, shareholder exit,

PE/VC industry sale portfolio company exits.

Fundraising Advisory

Strategic investors, institutional investors PE/VC, HNI,

family office.

Strategic Alliances Advisory

Making connections between domestic firms and global

players.



Competitive Advantages

“On the ground” China experience since 2003.

Extensive cross border Buy Side and Sell Side deal sourcing network.

Comprehensive fund raising network with numerous global USD & RMB

funding sources, including PE, VC, Corp. investors and High Net Worth

individuals.

Strategic Multi National Corp. network.

100% client satisfaction with numerous closed deals.

US, China, Japan, South Korea experience with a strong Thailand

Presence



Sterling Capital As Your Financial Advisor

• M&A/fund raising can be disruptive to the core business.

• Sterling Capital will minimize disruption by executing a smooth & time

sensitive process and by budgeting management’s needed time

wisely.

Time

• Management should NOT be directly involved with price/valuation

negotiations.

• Sterling Capital will closely manage negotiations and take the bad cop

role. Management should always be the good cop.

• Sterling Capital professionals will act logically during emotionally

intense negotiations. We will deflect any negotiation tension off

management to assure a fresh start with new partners.

Negotiations



Sterling Capital As Your Financial Advisor

• SC as your Financial Advisor will minimize the “noise” and execute a

timely & professional process. Financial Advisor must, develop &

defend valuation methodology and offer sound supportive reasoning.

• Not all money is created equal. SC will be sure the interest and goals

of the client are aligned with the requirements & investment style of

the funding sources.

• Don’t be fooled by excess capital in the market, it comes at a price.

• SC as your Financial Advisor offers extensive RMB & USD funding

sources with diversified investment styles & goals.

Sound Advice & Extensive Experience

• SC will follow up with each transaction and be there to help plan and

execute additional financing, acquisitions, divestitures, strategic

alliances, JV, trade sales through the lifecycle of the business.

Post Transaction & Follow Up



M & A Process & Timeline

✓ Advisor client meeting to determine M&A objectives

✓ Advisor engagement

✓ Advisor internal due diligence

✓ Internal Valuation modeling

✓ Valuation, terms and conditions client meeting

✓ Coded executive summary

✓ Create Qualified target list

✓ Send coded executive summary to target list

✓ NDA NCA signed with qualified targets

✓ Send M&A Company Presentation to qualified target list

✓ Schedule roadshow for qualified target meetings

✓ Follow up Q&A from roadshow

✓ LOI ( Letter of Intent) with interested qualified targets

✓ Answer phase 1 due diligence questions ( Financial

Statements )

✓ Initial valuation discussions

✓ Answer phase 2 due diligence questions ( client/supplier

contracts, employment contracts, leases, titles etc.)

✓ Formal valuation negotiations

✓ Engage legal counsel

✓ Term Sheet

✓ Formal Term Sheet negotiations

✓ SPA (Sales Purchase Agreement )drafted

✓ SPA terms and conditions negotiated

✓ Closing, documentation signing & Funds Transfer



Fund Raising Process & Timeline

✓ Advisor client meeting to determine Fund Raising

objectives & use of proceeds, debit vs equity

✓ Advisor engagement

✓ Advisor internal due diligence

✓ Internal Valuation modeling based on amount being

raised if equity

✓ Valuation/ Debit terms and conditions client meeting

✓ Executive summary

✓ Create qualified investor/lender target list

✓ Send executive summary to target list

✓ NDA NCA signed with qualified targets

✓ Send Company Presentation to qualified target list

✓ Schedule roadshow for qualified investor/lender target

meetings

✓ Follow up Q&A from roadshow

✓ Answer phase 1 due diligence questions ( Financial

Statements, post money business plan, projections, use

of proceeds etc. )

✓ Initial investor/lender valuation/ interest rate/terms

conditions discussions

✓ Ask for LOI ( Letter of Intent) from interested qualified

targets

✓ Answer phase 2 due diligence questions ( client/supplier

contracts, employment contracts, leases, titles etc.)

✓ Formal valuation/ interest/terms/conditions negotiations

✓ Engage legal counsel

✓ Term Sheet

✓ Formal Term Sheet negotiations

✓ SPA (Sales Purchase Agreement )drafted if Equity

investment

✓ Loan Documents drafter if debit

✓ SPA / Loan docs terms and conditions negotiated

✓ Closing, documentation signing & Funds Transfer



Transactions by Sterling Capital

Singshine GroupA leading below-the-line (BTL) marketing company in China, sold to a listed media company.

USD 19 M

M-inOne of the biggest mobile service providers (SP) in China, sold to a National Media Platform

in China.

USD 47 M

Convey GroupThe biggest outdoor media company in Hong Kong, sold to a Outdoor media firm in

Shanghai. China.

USD 125 M

JCBNA Shanghai based integrated advertising group merged with a larger advertising firm in

China.

USD 105 M



Transactions by Sterling Capital

Century MediaTV and radio production house, sold to a top TV holding company in Beijing.

USD 10 M

Teddy Advertising GroupIntegrated advertising group, a large advertising company in Shanghai.

USD 30 M

Hyperlink ResearchProfessional consumer research company, sold to a top Japanese research company.

USD 11 M

EnevateCo-advisory 10,000,000 Series B-1 fund raise from China based VC.

USD 10 M



Our Team

Sterling LeFevre

Mr. LeFevre moved to Shanghai China in 2003 from Santa Barbara

California to pursue M&A Financial Advisory. In addition to M&A he guided

numerous Chinese firms through the fund raising process from start up to

Pre-IPO. Mr LeFevre has also advised numerous MNC on developing and

executing their China strategy. His M&A efforts have resulted in transactions

ranging from 10 to over 100 million USD.

Currently Mr LeFevre is a senior advisor on a large scale mixed use

commercial real-estate development encompassing over 250,000 sqm & an

investment of over $50 m USD.

Prior to moving to Asia Mr. LeFevre, who is originally from Columbus Ohio,

consulted on the successful launch and business development of Santa

Barbara Market Neutral Fund，a fund of funds hedge fund.

During that time period Mr. LeFevre also advised on numerous private

equity placements and was instrumental in the founding of The Dream

Foundation.



Our Team

Rick Yang

Rick Yang is a highly experienced and qualified CFA level three finance

professional. Rick’s positions include CEO of Roi Energy a Chinese publicly

listed company involved in planning, engineering and management

company operations. Roi Energy provides one-stop energy auditing,

planning, engineering, operation management, and cloud-based software

services to various energy users.

Mr. Yang served as Managing Director of Xinhua Capital a boutique

Investment Bank based in Shanghai which specialized in cross border M&A

and fund raising prior to it’s rebranding as Sterling Capital.

Rick lead numerous successful M&A and fund raising transactions. Prior

positions include Director of Xinhua Finance as well as Business

Development Manager for Ping An Pension Insurance company of China.

Mr Yang holds a MBA from Boston University School of Management where

he was Vice Chairman of the Chinese MBA Association.



Our Team

Carrie Zhai

Ms. Zhai provides communication and transaction support for Sterling

Capital. Ms. Zhai started her career in academia as a researcher and an

instructional designer. She was engaged with a Workplace Initiative –

ADVANCE funded by National Science Foundation (NSF) dedicated to

improve the recruitment, retention, and advancement of women faculty in

the College of Sciences and Engineering in American higher education,

which contributed to the development of a more diverse science and

engineering workforce in USA. She also joined an international collaborative

endeavor initiated by University of Alberta exploring the notion of

instructional design cultures from different cultural perspectives, which made

strong implications for the development of future research protocol for

studying instructional design culture models. In addition, Ms. Zhai served as

a communication director on a privately funded project in gas and oil

industry, which aimed to facilitate international gas trade by supporting

industry transparency, efficiency, and effectiveness.

Ms. Zhai holds a Ph.D. in Instructional Technology and Learning Sciences,

and an M.A.in Languages, Philosophy, and Speech Communication, Utah

State University.



Our Team

Henry Song

Mr. Song holds a CFA level 3, BA in finance from Shanghai University and a

MBA from Boston University. He has worked with Mr LeFevre since 2008.

Mr Song has lead numerous mandates and is key to matching buy & sell

side M&A clients as well as screening funding sources. Mr Song also

specializes in complex valuation models . Prior to joining Sterling Capital,

Mr. Song worked at the M&A Department of a Nasdaq listed company.



Our Team

Justin OH

Mr. Oh worked as an investment manager at Xinhua Capital a boutique

Investment Bank based in Shanghai which specialized in cross border M&A

and fund raising prior to it’s rebranding as Sterling Capital. Justin worked on

numerous successful M&A and fund raising transactions. Prior Mr. Oh

completed a Bachelors degree in Commerce & Finance from the University

of Toronto and a Chinese language intensive course at the prestigious

Tsinghua University. His speciality is facilitating cross border transactions

between the West, China and South Korea.
