Cypress II Partners & Cypress II Capital Partners Leading Change Through Leadership, Expertise And Capital CYPRESS II PARTNERS FUND A Purveyors of Change
Consulting Services Cypress II Partners is a professional services firm specializing in the unique demands of managing financial distress and organizational Equity Investor change.
Acquisition Formula An independent advisory firm with proficiency in all areas of operational and financial management Accomplishments Founded in 2006, the firm has 17 Partners and is headquartered in Washington, D.C. Team Well-suited to assist companies facing challenges of uncertainty, risk, distress and significant change The firm provides insight and leadership needed to navigate complex business tasks and build economic value in line with shareholder expectations whether engineering an effective turnaround or enhancing a company’s competitive advantage CYPRESS II PARTNERS FUND A Capital Infusion
Consulting Services Cypress II Capital Partners is a private investment firm that seeks to realize significant capital appreciation by making controlling equity Equity Investor investments on behalf of institutional investors including public/private pension funds, banks, non-financial corporations and trusts. Acquisition Formula Focuses on constructive investing in restructurings, Accomplishments turnarounds, bankruptcies, corporate divestitures, LBO’s, financial restructurings, MBO’s and other special situations Team Targets businesses engaged in manufacturing, distribution, real estate and services industries Flexible investment strategy includes acquisition of stock, assets, bank debt, bonds and/or other securities and cash infusion for liquidity Capital can be deployed to fund growth, acquisitions and recapitalizations General Partners actively manage all aspects of the investment and typically deploy the advisory services of Cypress II Partners to increase the investments enterprise value CYPRESS II PARTNERS FUND A Private Equity Investment
Consulting Services The new fund will operate as a Pledge Fund where individual investors "pledge" their affiliation to the Fund by indicating their intent to consider Equity Investor investing in individual deals. The Fund does not formally manage any assets. Acquisition Formula General Partners identify potential investments and perform Accomplishments due diligence An offering memorandum on appropriate investments is Team distributed to each member of the Fund for consideration On a case-by-case basis, each Fund member reviews and decides whether and how much to invest Once Fund investors are identified, General Partners negotiate the deal, arrange external financing, prepare closing documents At closing members submit their funds directly to the acquisition entity Pledge Fund members receive detailed monthly reports on each investment CYPRESS II PARTNERS FUND A Acquisition Blueprint
Consulting Services NEW CORE ACQUISITIONS Enterprise Value $15 - $100 million Equity Investor IRR Minimum 15% Investment Criteria Controlling interest Acquisition Formula Market North America, United Kingdom, Europe
Accomplishments • Manufacturing • Distribution Team Industries • Financial Services • Real Estate • Services
• Distressed Other Key • Turnaround • Divestitures Characteristics • Bankruptcy • Management Buyouts • Collaborative Arrangements CYPRESS II PARTNERS FUND A Record of Achievement
Consulting Services At Cypress II Capital Partners, we build value the old fashioned way – by driving improvement in every aspect of operations. Equity Investor The strength of the firm’s offering to its investors is reflected in the Acquisition Formula accomplishments of its seasoned Partners.
Accomplishments Each Partner has a consistent track record of building successful, sustainable businesses, or business units, as a working owner or senior Team executive. Our talented group of veterans has real world experience and a proven record of success which will inspire confidence in our ability to get the job done.
The following Accomplishments are a sample of the proficiency and diversity of our management expertise and leadership. CYPRESS II PARTNERS FUND A Accomplishments
Consulting Services
Equity Investor
Acquisition Formula Cypress Packaging
Accomplishments Investors realized average 33% IRR over seven consecutive years Flexible packaging manufacturer in Rochester, NY Team Near bankruptcy turnaround in one year Quadrupled sales in four years Senior investor’s $500,000 investment generated $3.5 million payout Sold company to W.R. Grace in 1996. Management team continued to run the company for two years expanding the plant and de-certifying the union CYPRESS II PARTNERS FUND A Accomplishments
General MedVentures, Inc. Consulting Services Brought in as president to stimulate antiquated
Equity Investor division manufacturing respiratory & physical therapy equipment and x-ray film processors Existing distributor sales grew 50%, operating Acquisition Formula margin increased 9%, resulting in an increase in net income of over 70% after 1 year Accomplishments Sales doubled after year 2, operating profit rose another 6%, reflecting the launch of two new products into one new market segment Team Led the consolidation of the parent company’s five operating divisions in the U.S., U.K., Europe and Japan Eliminated cross-divisional redundancies in engineering, manufacturing, administration resulting in 10% annual reduction in operating expenses for five years CYPRESS II PARTNERS FUND A Accomplishments
Consulting Services General Dynamics / Bechtel
Equity Investor Group President responsible for $780 million budget and 4,200 employees worldwide Acquisition Formula Proven acquisition/transition experience Provided information technology, Accomplishments training and program management to government and private entities Team Responsible for Bechtel’s Combating Terrorism Program Assistant Administrator, FAA Retired U.S. Army Lieutenant General with 35 years active service Chief of Staff, European Command responsible for managing 1,400 staff and overseeing 100,000 troops CYPRESS II PARTNERS FUND A Accomplishments
DT Packaging Systems Consulting Services Division of DT Industries (NYSE); was disjointed, poorly managed confederation of 5 previously privately owned pharmaceutical Equity Investor packaging equipment manufacturers in Canada, U.S. and U.K. Appointed president tasked with consolidating Acquisition Formula operations, remedying financial improprieties, reducing costs and improving profitability Accomplishments Within 18 months operations were consolidated into two new plants in Massachusetts and U.K. Team Plant closings in Canada, US and U.K. Division became most profitable within DT Ind. Two principals of Cypress II Partners lead successful buyout taking company private in ‘04 CYPRESS II PARTNERS FUND A Accomplishments
Lewis Mechanical Consulting Services Owner, operator of construction/
Equity Investor engineering/manufacturing company $40 million in sales with 300 employees Led company operations increasing Acquisition Formula revenues 100% and profits by 250% in 2 years Accomplishments Negotiated $20 million joint venture in Greece Team Worked closely with Export/Import Bank securing export product financing Established ESOP CYPRESS II PARTNERS FUND A Accomplishments
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Equity Investor
Acquisition Formula Bank of America / Zions Accomplishments 20+ yrs. as senior commercial and real estate loan workout officer
Team at Bank of America and Zions Bancorporation Resolved $2.5 billion in criticized loans Merged two large commercial real estate mortgage portfolios ($6 billion) into CB Richard Ellis Agent banker for $150 million multi-bank lending group Executive officer in creation of Industrial Loan Bank; first 18 mo. grew to $500 million CYPRESS II PARTNERS FUND A Accomplishments
Consulting Services Nova Packaging Systems
Equity Investor Shareholders doubled their equity investment in six months Acquisition Formula Major global pharmaceutical packaging equipment manufacturer Accomplishments Plants in Massachusetts and U.K. Led management buyout in early 2004 Team Majority of stock purchased by industry leader Industria Macchine Automatiche. S.p.A. headquartered in Italy in late 2004 CYPRESS II PARTNERS FUND A Accomplishments
Consulting Services Champs Sports Founded Champs Sports, the first athletic specialty apparel store Equity Investor As CEO oversaw growth from a single store to over 600 locations in 8 years Acquisition Formula Shaped the brand communication strategy, new product development department, including the retail distribution and channel strategies
Accomplishments Launched the first retail stores exclusively featuring athletic shoes that later converted to Athlete’s Foot and Footlocker Negotiated the sale of multi-location, multi-regional specialty retail Team stores to private investment group CYPRESS II PARTNERS FUND A Accomplishments
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Equity Investor
Acquisition Formula Mobil Chemical
Accomplishments Plant manager of a 24/7 manufacturing facility with $70 million in sales and 350 employees Team Managed $150 million global capital expansion in U.S., Canada and Belgium Directly responsible for launch of Mobil’s Hefty One-Zip products – an $800 million market CYPRESS II PARTNERS FUND A Accomplishments
PBGC / IRS Consulting Services Retired PBGC Treasurer with $17 billion portfolio; responsible for
Equity Investor management, acquisition, disposition of trusted assets PBGC CFO, Acting COO and Director of Operations including audit, actuarial and financial analysis Acquisition Formula PBGC Director of Technological Special Projects including automation of business processes, imaging/OCR, and $1 B premium collection systems Accomplishments IRS Tax Research Officer drafting and implementing ERISA regulations Team Consultant to state & local governments and unions on financial, technological & processing operations Organizational/process assessments, quality assurance, internal controls and oversight project management expertise CYPRESS II PARTNERS FUND A Accomplishments
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Equity Investor
Acquisition Formula
Accomplishments Klockner Bartelt
Team Appointed president of this U.S. based manufacturer of packaging equipment primarily for the food industry Division of German parent company Reversed $3.5 million loss to $1.5 million profit correcting 12 consecutive years of losses within 1 year CYPRESS II PARTNERS FUND A Accomplishments
Consulting Services Lazy Days & Lake Cumberland State Dock
Purchased both a fledgling, 30 year-old houseboat company burdened Equity Investor with expansion costs from a new manufacturing facility, and the fastest growing vacation houseboat rental company hindered by lack of product Acquisition Formula Modified production to fulfill demand of national rental companies resulting in 23% reduction in Accomplishments material costs, with a production increase of over 30% in two years Team Increased capacity of rental company resulted in sustainable increase in sales becoming the largest revenue contributor to the Kentucky State Parks Spearheaded growth of custom houseboats through redesign resulting in 30% increase in living interior 36% IRR realized by shareholders over five years CYPRESS II PARTNERS FUND A Building Through Teamwork
Consulting Services At Cypress II Partners Fund, we don’t focus on individual stars. We focus on constellations . Equity Investor We have the range of experience to assemble teams representing Acquisition Formula each of the three functional areas – acquisitions, finance, and operations. Each executive team will work closely with the Accomplishments company’s management to develop and implement strategies for stabilizing, then building the business. Operations drive internal Team growth and performance while finance provides critical ongoing support.
Sometimes, everything will fall into place almost immediately. Other times, there are roadblocks, expected or not. But whatever the circumstance, we will stick with the job. The rewards – tangible and intangible – are well worth it. CYPRESS II PARTNERS FUND A Building Through Teamwork
David C. Fischer — Owner, operator, and turnaround specialist of Consulting Services manufacturing firms. Seasoned international corporate executive and proven leader. Successful mergers, acquisitions, and divestitures track record. White Equity Investor House & State Department service.
Acquisition Formula Entrepreneur; owner/operator of international manufacturing companies International mergers & acquisitions; leveraged buyouts; divestiture Accomplishments experience Proven turnaround specialist of distressed manufacturing firms Team Sales/marketing strategist and implementer Startups of new ventures; capital acquisitions Union negotiation, contract renewals & decertification Legal & contractual expertise Co-founder of Sypherlink a leading edge data integration software firm Special Assistant to the President, managed the Office of the President during President Reagan’s first term U.N. Human Rights Commission, Geneva, Switzerland, member U.S. delegation State Department, U.S. Commissioner, International Boundary Commission during the Reagan and Bush administrations SVP and Chief Administrative Officer of Huntsman Chemical Juris Doctorate from Brigham Young University CYPRESS II PARTNERS FUND A Building Through Teamwork
James Ririe — Entrepreneur, senior executive with over 20 years of Consulting Services manufacturing leadership experience including turnaround, plant closing and consolidations and transforming marginal operations into impressive and Equity Investor sustainable profitability. Strong operation and finance background.
Acquisition Formula Proven turnaround specialist, and team builder in multiple operations Led successful negotiation of multiple M&A opportunities as a principal Accomplishments buyer and seller Patent holder for revolutionary, breathable plastic films utilized in fresh Team salad packaging (salad in a bag) Demonstrated management skills including development and implementation of strategic plans, problem solving, union negotiation and decertification, and human resource management in traditional and turnaround environments (domestic and international) Financial analyst, controller and plant manager for Fortune 50 corporation Served as Deputy Assistant Secretary (Cost & Economic Analysis) US Department of Defense (Air Force) Pentagon, Wash DC. Directly responsible for audit, review and reporting to Congress on cost and schedule performance of all major Air Force programs Retired US Army Reserve Officer B.S. and MBA from Brigham Young University CYPRESS II PARTNERS FUND A Building Through Teamwork
Douglas G. Church — Extensive experience in corporate finance and investment Consulting Services transactions in varied industries as an advisor, officer, director and investor. Expertise in building successful private companies globally in various senior Equity Investor executive roles.
Acquisition Formula Managing Partner of venture capital firm focused on early-stage, growth investments, with responsibility including sourcing, analyzing, executing Accomplishments and actively managing a variety of transactions in a wide range of industries globally Team Broad range of experience in strategic business planning, investment due diligence, structuring and evaluation, and preparation of offering prospectuses and memoranda Orchestrated the brand strategy, corporate identity, and product design and development for a startup international commercial airline Produced the business development model for the first retail supply chain of hearing aids, which included the componentry design, distribution strategy, competitive positioning and marketing campaign Founder and senior executive of a sailboat manufacturer that achieved crossover acceptance ranging from a one-design class racing vessel to a recreational product, also used as a commercial advertising tool Certificate of Advanced Study from Thunderbird, The Garvin School of International Management, B.S. in Economics Arizona State University CYPRESS II PARTNERS FUND A Building Through Teamwork
Bruce Bates – Experienced senior executive Jim Bola – Executive management experience commercial banker and commercial loan and entrepreneur with 20+ years of leadership workout specialist . experience in operations, sales & marketing, business development and turnarounds. 20+ years as senior commercial loan and commercial real estate loan CEO/President of a manufacturing workout officer for Bank of America company. Doubled sales and increased and Zions Bank profits by $600% in 3 years Merged two large commercial real Managed $150 million global capital estate mortgage portfolios with expansion for Fortune 10 company in combined totals of $6+ billion into L.J. U.S., Canada and Belgium Melody, division of CB Richard Ellis Directly responsible for launch of Mobil Lender to manufacturing, transportation, Chemical’s Hefty One-Zip products – an agriculture, distribution, health care, $800 million market mining, fishing and real estate Plant manager of a 24/7 manufacturing development sectors facility with $70 million in sales and MBA in Finance from Brigham Young 350 employees University, B.S. from University of Utah B.S. in Civil Engineering from Rochester Institute of Technology CYPRESS II PARTNERS FUND A Building Through Teamwork
Michael A. Canavan – Retired U.S. Army Lt. Dr. Stephen J. Faherty, Sr. – Retired senior General. Successfully commanded combat units at level federal executive with experience at IRS all levels within the U.S. and overseas. Managed and PBGC and recent consultant to state and large programs as a corporate executive in well local governments and unions on financial, established companies in the private sector. technological and processing activities and International experience. Proven leader. operations.
Group President for Anteon (General PBGC Treasurer with $17 billion portfolio Dynamics) responsible for $780 million responsibility for management, program with over 4,200 employees acquisition, disposition of trusted assets worldwide PBGC Director of Technological Special Bechtel Corporation – responsible for their Projects including automation of $50 million Combating Terrorism Program business processes, imaging/OCR, and Assistant Administrator, FAA. Served as $1 billion premium collections systems FAA representative on National Security Organizational/process assessments, Council Counterterrorsim Security Group quality assurance, internal controls and Chief of Staff, European Command oversight project management expertise managing 1,400 person staff overseeing Certified Financial Planner, Certified 100,000 U.S. forces throughout Europe, Retirement Counselor Middle East and Africa PhD from George Mason University, MBA B.S. from St. Martins University from George Washington University, B.S. from St. Louis University CYPRESS II PARTNERS FUND A Building Through Teamwork
E.J. “Jake” Garn – Retired three term U.S. Kary Lewis – Financial professional and Senator. Chairman of the Senate Banking entrepreneur with experience in business Committee for six years. Serves on various restructuring, financing, long range planning corporate and civic boards. and systems, with an emphasis on control of costs and improvement of profits across a wide He also served on the Senate range of industries. Appropriations Committee, Energy and Natural Resources Committee, Senate International tax partner for big four Rules Committee accounting firm and key member of Flew on space shuttle Discovery as a company’s International Tax Group payload specialist and National Transfer Pricing Team Former mayor of Salt Lake City Served as VP Finance and corporate U.S. Navy pilot and retired Brigadier controller of global distribution General in the Utah Air National Guard organization operating in 14 countries B.S. in Banking and Finance from Led establishment of an ESOP University of Utah Prepared PPM for $100 private offering coordinating legal and investment banking functions Owner/operator of construction/ manufacturing company with 300 staff and $40 million in revenues CPA, MBA from Brigham Young University CYPRESS II PARTNERS FUND A Building Through Teamwork
Thomas R. Lujan – Experienced domestic David C. Marble – Former product and international corporate attorney. manager, project management consultant, hardware engineer and software developer. Former General Counsel, U.S. Special Experienced in all phases of the product life Operations Command supervising cycle, including requirements gathering, hundreds of lawyers providing legal design, development, cross-functional team support to special operations management, testing and marketing. Domestic and international corporate legal experience Web application and client software Consultant to the Department of development, database design, systems Defense administration, digital circuit design Juris Doctorate from University of Web applications developer with Minnesota, Graduate, U.S. Military experience developing scalable Academy paperless document management and workflow solutions Hardware/software engineer M.S. Electrical Engineering, and B.S. in Computer Engineering from Brigham Young University CYPRESS II PARTNERS FUND A Building Through Teamwork
Patrick C. Miller, Sr. – former Assistant Joseph W. (Joe) O’Donnell – Chairman and Director, U.S. Secret Service. International CEO of two major global advertising agencies. 40 experience in intelligence, risk assessment, law years experience in branding, marketing and enforcement and protective services. executive management.
Advisor to U.S. and international Chairman/CEO of J. Walter Thompson financial institutions worldwide 14,000 employees-67 countries Led investigation into domestic and Executive management of key accounts international identity theft for a global including Ford, Kodak, McDonnell Douglas, corporation Chrysler, Kraft, Sears, Kellogg, Sprint Directed and coordinated U.S. Secret Founder/Partner of communications Service operations in five European consultancy firm providing direct, hands- offices (Paris, London, Berlin, Frankfurt on corporate positioning, branding and and Moscow) as well as Interpol and communications alignment advice to both Europol Fortune 100 and start-up companies Managed the U.S.S.S. Emergency Led successful and highly recognized Preparedness Program and the White branding, marketing and advertising House Emergency Plan efforts for leading multinational and B.S. from Memphis University domestic products and services sold through virtually every distributional channel – automotive, food, packaged goods, financial services, business to business, etc. CYPRESS II PARTNERS FUND A Building Through Teamwork
Peter Osgood – Former Vice Chairman, Pasquale V. Serafino – Consumer goods and International, of Hill & Knowlton, the world’s marketing innovator, business owner/operator and largest public relations firm at the time. 30 premier thought leader among retailers with years experience developing comprehensive expertise in improving market share and financial messaging and internal and external performance. communications strategies across numerous industries from capital formation to crisis Designed & developed the concept for the management. first athletic specialty apparel store that now has over 600 locations worldwide Highly experienced and respected leader Founder/CEO of Champs Sports Stores, in the field of communications and now a publicly traded company communications management having Highly regarded retail consultant worked closely with communications implementing effective and efficient executives of businesses, governments practices to over 100 companies including and not-for-profits Adidas, Auto Nation, Sports Authority, Led communications strategies for over Gart Brothers and NFL Properties 100 IPOs, and 3 divestitures from Consumer products experience including Fortune 100 companies marketing, brand strategies, retail Led communications strategy for a distribution and channel strategies, shopper Chapter 11 filing of a major U.S. airline insights, category management, introducing and Chapter 7 filing by an east coast new products and advising clients on the retailer success requirements for effective Counseled major global accounting firm implementation of retail programs during the Enron crisis B.S. from University of Miami CYPRESS II PARTNERS FUND A Building Through Teamwork
Joseph P. Spina – CPA with over 35 years Jozsef Szamosfalvi — Private equity fund experience in all areas of accounting and business manager. Provides structuring and fair market development. Has performed numerous value analysis for M&A. compliance audits, fraud investigations and forensic accountings. Co-manages a private equity funds, high- yield, short-term asset based lending that to Expert in forensic and fraud services in a date have produced an IRR exceeding 44% variety of industries and in presenting Provided valuation and merger analysis and findings to counsel, clients and courts financial modeling for several international Accomplished analyst experienced in mergers and acquisition projects in the providing accounting analysis suitable for construction, retail and energy sectors court, forming the basis for legal discussion, Worked for the United Nations (IAEA) in debate and ultimately dispute resolution Vienna, developing an automated efficiency Provided services to distressed companies analysis system (TC-DADABA) to improve from identifying internal controls weakness DDG decision-making processes for the to governance restructuring, requiring Division of Planning, Co-ordination and writing and implementing operation Evaluation manuals and instituting financial controls Double major in Economics and Strength in management advisory services International Politics from Brigham Young supporting company reorganization University (magna cum laude) including benefit plan administration, tax consulting, human resources, business valuation and litigation support MBA in Accounting, B.S. University of Miami CYPRESS II PARTNERS FUND A Building Through Teamwork
Consulting Services At Cypress II Partners Fund, we concentrate on one thing: Building Businesses . Equity Investor In collaboration with our management teams, we craft new
Acquisition Formula strategies, we drive new product development, and we improve operational processes and efficiency. We strengthen distribution and invest in growth, both internally and through complementary Accomplishments acquisitions.
Team Time after time, members of our management team have built companies into bigger, stronger, and more competitive businesses. Time after time, our team has created value for their companies and shareholders. CYPRESS II PARTNERS FUND A Contact Us
Cypress II Partners & Cypress II Capital Partners Leading Change Through Leadership, Expertise And Capital
Cypress II Partners Phone: (202) 536-3076 2526 L Street, N.W. http://www.consultcypress.com Washington, D.C. 20037 [email protected]