New Europe Corporate Advisory Ltd.
Company presentation
1 Table of Contents
Section 1 NECA Profile
Section 2 Credentials
Section 3 Partnership with EPIC
Section 4 Contacts
2 Section 1 NECA Profile Company, Services
3 Company Presentation and Proposal for Cooperation Company Profile History and Current Status
NECA Profile New Europe Corporate Advisory, Ltd. (“NECA”) is a Sofia-based corporate finance and consulting boutique. NECA offers advisory services, including M&A, privatization, finance-raising, balance-sheet restructuring, and licensing tenders. NECA also has established partnerships with leading international management consultants to provide restructuring, profit optimization and post-merger integration consulting. Since 1996 NECA has gained valuable knowledge and experience in a variety of sectors shaping today’s economy and has accomplished a strong track record of transactions in Bulgaria and across its borders.
NECA Advantages . Broad spectrum of expertise and rich industry experience: construction, electronics, energy, financial services, FMCG, logistics and transport, real estate, manufacturing. . Participation in all major energy transactions in Bulgaria from power generation and district heating to electricity and gas distribution. . Cross-border and cross-sector capability. . Each project gets partner or senior level involvement.
NECA History . Established 1996 as EPIC Bulgaria . In 2004 the company changed its name to NECA, when Mr. Kenneth Lefkowitz undertook an MBO, and became owner and Managing Partner. . Remains part of the EPIC network through a cooperation agreement. . Shares the EPIC expertise, contacts, and brand name, but with the flexibility to work with a range of partners. . Since November 2010, in cooperation with EPIC, covers all of southeast Europe, with priority focus on Bulgaria, Romania, Macedonia, Albania, and Kosovo. 4
Company Presentation and Proposal for Cooperation Services Diverse Expertise
Mergers & Acquisitions . Business planning and financial modelling . Target identification and selection . Due diligence, valuation and deal structuring . Strategic advice and negotiation support Finance Raising . Strategy articulation and business plan development . Identification of potential investors and pre-marketing . Preparation of information memoranda, valuation and deal structuring . Investor due diligence facilitation . Negotiation support and closing Regulatory Advisory . Economic analysis of current frameworks in regulated utilities and forecast of future regulatory developments . Regulatory financial modelling with a view to the impact on valuations Management Consulting (in cooperation with partners) . Post-merger integration . Process optimization, cost cutting, and profit improvement . Strategic consulting 5 Section 2 Credentials Recent Successes, Track Record by Sector
6 NECA Credentials Recent Successes Real Estate, Property and Equipment
7 NECA Credentials Success Stories Energy 1/2
8 NECA Credentials Recent Successes Energy 2/2
9 NECA Credentials Recent Successes Financial Institutions
10 NECA Credentials Recent Successes Finance Raising
11 NECA Credentials Track Record Electronics, Insurance, FMCG, Logistics, Real Estate (1/3)
NECA acted as a buy-side advisor to Demax Holograms on the acquisition of property, plant and equipment from Kodak 2013 Graphic Communications Bulgaria. NECA did a thorough financial and organizational due diligence on one of the largest Bulgarian public construction enterprises and drafted recommendations for immediate measures to be 2009 taken for liquidity improvement and long term financial and operational performance improvement in the enterprise. Together with A.T. Kearney, NECA advised the Bulgarian State Railways (BDZ) – Passenger Transportation Ltd. on the development of an organizational structure based on a process model that will be conducive to achieving higher work effectiveness and that will be complaint with the requirements imposed on companies conducting public transportation 2009 services. NECA also assisted BDZ with the preparation of a business plan, with conceptualizing the marketing strategy of the company and with drafting a methodology for the expense allocation that were all a prerequisite for BDZ’s participation in the tender for a public transportation services provider. Together with A.T. Kearney, NECA advised the Bulgarian State Railways (BDZ) – Cargo Ltd. on the development of an organizational structure based on a process model conducive 2009 to cost cutting, higher effectiveness, and better consumer service. NECA also participated in drafting the implementation strategy for the proposed changes. 12 NECA Credentials Track Record Electronics, Insurance, FMCG, Logistics, Real Estate (2/3)
NECA and EPIC advised Eurohold Bulgaria on its successful acquisition of insurance company Inter Sigorta A. S. (Turkey). The mandate covered market analysis, 2009 meetings with possible targets, valuation, due diligence 2007 coordination, offer preparation, negotiations support, and securing regulatory approvals. NECA is advising a leading electronics manufacturer based in Bulgaria on its expansion in Europe through acquisitions. NECA’s services include sector research CONFIDENTIAL 2008 and analysis, liaison with possible targets, deal structuring and execution, and securing debt and equity financing for the acquisition. NECA is advising the owners of a bottling company for mineral water and soft drinks in Bulgaria on the sale of CONFIDENTIAL 2008 the company to a strategic or financial investor. NECA and Foltin Consult GmbH are advising a leading European railway operator on carrying out an acquisition of a transport and logistics company in CONFIDENTIAL 2008 Bulgaria. The advisors are responsible for due diligence coordination, negotiations support, and deal structuring. NECA is mandated by a leading real estate brokerage to look for equity partners to allow the company to consolidate CONFIDENTIAL 2008 the local market and expand on the Balkans. 13 NECA Credentials Track Record Insurance, Logistics, Electronics, Construction, Manufacturing (3/3)
NECA and EPIC advised Eurohold Bulgaria on its successful acquisition of insurance company Asitrans Asigurari S.A. (Romania). The advisors were responsible for doing a 2007 market research, liaison with possible targets, valuation, due diligence support and preparation of the share purchase agreement. NECA together with COM Partners advised a leading European logistics company on its expansion to Bulgaria through acquisition. NECA’s services include sector research and CONFIDENTIAL 2006 analysis, liaison with and presentation of local transport and logistics providers, as well as advice on the acquisition. NECA successfully advised Magnetic Head Technologies (Bulgaria), a leading European producer of magnetic heads, on raising debt for funding its sales growth and expanding product lines into new technologies. NECA supported the 2005 client in business plan preparation, financial modelling, transaction structuring and evaluating and negotiating a strategic banking relationship. NECA advised a European producer of paints and varnishes on its expansion in Bulgaria. The mandate involved a political, CONFIDENTIAL 2004 economic, and sector overview, as well as a presentation of potential acquisition targets. NECA advised Castel on a business development project. Castel is the largest Bulgarian window frame and façade 2003 manufacturer. 14 NECA Credentials Track Record Energy (1/3)
NECA acted as a buy-side advisor to Clean Energy Transition Fund for the acquisition of a 5MW solar power 2012 project in Bulgaria. NECA advised on country strategy, market CETF survey, and transaction and financing structure. 2012 NECA is advising E.ON AG on strategic options for its energy 2011 distribution business in Southeast Europe. NECA advised the owner of a thermal power plant on financing 2010 CONFIDENTIAL options and strategy
NECA advised a Bulgarian developer on the sale of a 10.6 2010 MW wind power project to a Turkish investor and on securing a balance-of-plant construction contract for the project.
2008 NECA acted as a sell-side advisor to a Bulgarian developer of CONFIDENTIAL 2010 a 39MW wind power project.
2008 NECA advised E.ON on site selection and acquisition for a 2009 future planned power plant. NECA and EPIC advised a consortium of Enel and Sencap on 2007- its bid and physical and financial hedging strategy for a 2009 greenfield lignite-fired TPP in Kosovo. NECA helped EdF Energies Nouvelles with due diligence on its potential acquisition of a 22.5 MW wind power project in 2008 Bulgaria, and prepared a report on the Bulgarian renewables power market (price forecasts and overview of regulatory frameworks).
2006- Together with A.T. Kearney NECA advised CEZ on a major 2008 corporate restructuring of its Bulgarian subsidiary in compliance with local regulatory requirements. 15 NECA Credentials Track Record Energy (2/3)
NECA and EPIC advised E.ON on its bid for construction and 2008 operation of NPP Belene in Bulgaria. NECA advised Enel on the acquisition of a hydro power plant in Bulgaria. NECA’s scope of work includes valuation, 2006 - preparation of a strategy for negotiations with the owners of the 2007 plant, due diligence support and coordination, and assistance in bid preparation.
Supported New Europe Capital Partners in ongoing pre- 2007 feasibility assessment work regarding wind power development.
NECA advised a consortium led by Enel on its bid on the 2007 acquisition of a 20 MW wind power project in Bulgaria. NECA and EPIC advised a major European energy company on its bid for the West Region gas distribution license. NECA 2006 CONFIDENTIAL was responsible for the preparation of a regulatory financial model, as well as bid strategy and lobbying.
NECA advised ENER-G on its bid for the privatization of District 2006 Heating Company Varna (DHC Varna). NECA was responsible for preparing a valuation model for DHC Varna.
NECA and EPIC, jointly with A.T. Kearney, advised ENEL S.p.A. in its bid in the privatization of Bulgarian power generation companies (TPP Varna, TPP Bobov Dol and 2005 DHC Russe). NECA acted as the regulatory and market consultant for the client with its scope covering regulatory framework, fuel and power market analysis.
16 NECA Credentials Track Record Energy (3/3)
NECA advised a consortium of New Europe Capital Partners Reform Capital 2004 and Reform Capital on a bid for 104 MW of hydropower assets in Bulgaria. NECA and EPIC advised Dalkia International on bidding in the privatization of DHC Pleven. NECA’s scope involved advice on 2004 bid strategy and deal structure, regulatory financial modeling and valuation as well as lobbying and due diligence coordination. NECA and EPIC, jointly with A.T. Kearney, advised Enel S.p.A. on its bid in the gas distribution license tenders for the Trakia Region and the West Region. The consortium was 2004 responsible for the preparation of bid documentation (including business plan and regulatory financial model), and for coordination of regional market studies.
NECA and EPIC, jointly with A.T. Kearney, advised Enel on its 2004 bid in the privatization of Bulgarian electricity distribution companies. NECA and EPIC successfully advised AMGA (Italy) and its Bulgarian subsidiary Black Sea Technology Company on 2004 acquiring gas distribution licenses for Moesia Region and Dobrudza Region. NECA supported the State Energy and Water Regulatory Commission with pre-transaction advice, analysis of other countries’ experience in gas distribution licensing and
2003 liberalization and prepared a strategy for the retail gas market development as part of the World Bank sponsored project Bulgaria: Development of Natural Gas Networks.
17 NECA Credentials Track Record Telecommunications
NECA successfully consulted Neterra on debt finance raising for a cross-border terrestrial network. NECA was responsible for supporting business plan preparation, financial modelling, transaction 2004 structuring and negotiating with banks. Neterra is a leading alternative communications carrier offering international satellite and terrestrial connectivity. NECA advised a major European telecom on its bid for the acquisition of a Bulgarian mobile operator. CONFIDENTIAL NECA was responsible for procuring local 2004 information and supporting the financial advisor in developing the valuation.
18 NECA Credentials Track Record Other Mandates
Year Client Transaction Multinational logistics firm Acquisition of a Bulgarian target 2002 Nadejda Fund and Celest Ltd. Sale of strategic stake in Alen Mak Castel Trade sale Multinational food & beverage firm Acquisition of a Bulgarian target Bulgarian American Enterprise Fund Trade sale of a leading Bulgarian poultry processor 2001 Alexandra Group Equipment financing for DVD authoring venture Nadejda Fund Sale of strategic stakes in Kaliakra and Solvay Sodi US Meds Venture capital financing Dutch strategic investor Bid for the acquisition of Kaliakra AD, the largest Bulgarian oilseed refinery Cosmoghar Advised on a privatization bid for Alen Mak 2000 Alexandra Group Strategic partner search and real estate financing for multiplex cinema development Leading Bulgarian IT firm Strategic partner search Alexandra Group Advised on first national broadcast TV license tender 1999 Castel Debt restructuring Borsod Chem Acquisition of a Bulgarian target 1998 Nadejda Fund Sale of strategic stake in Plevensko Pivo Brewery Private equity investor Acquired a 15% equity stake of Alen Mak, a leading Bulgarian cosmetics producer
19 New Europe Corporate Advisory Team Short CVs of the Partners
Mr. Kenneth Lefkowitz is Managing Partner at New Europe Corporate Advisory Ltd. (NECA), a corporate finance and consulting boutique for South-East Europe. Through NECA and the Bulgarian Wind Energy Association, of which Mr. Lefkowitz is member of the Supervisory Board, he is working actively to attract investments in the energy sector, including in renewable energy. Mr. Lefkowitz is an investment banker with a rich transaction experience including privatization/M&A advisory, asset management, real estate development, licensing tenders, and private placements. From 2000 to 2003 he served as Director of Nadejda Privatization Fund. Mr. Lefkowitz also served on the Board of Directors of Kenneth Lefkowitz Alen Mak, a cosmetics leader at that time. He is a past President of the American Managing Partner Chamber of Commerce in Bulgaria. Currently, Mr. Lefkowitz is a member of the Advisory Board of the Institute for Market Economics.
Mr. Chorbadjiev is Managing Partner and senior consultant on energy and infrastructure to NECA, which is heavily involved in development of wind power projects and other types of renewable energy. Prior to joining NECA, Mr. Chorbadjiev served as head of RWE’s representative office in Sofia, with extensive involvement in the fields of energy, water, environment and construction. His career includes also a number of senior management positions in Bulgarian enterprises, including Technica and Isotimpex. Mr. Chorbadjiev has advised the Bulgarian government in the field of foreign investments and for total 10 years Ivan Chorbadjiev served as trade representative of the Republic of Bulgaria to Japan and Germany. Managing Partner 20 Section 3 Partnership with EPIC EPIC Profile, Network, Awards & Ranking
21 Partnership with EPIC EPIC Profile Short Presentation of EPIC
EPIC - Top Privatization Advisory House in Central and Eastern Europe
Advisory Services . Sale and acquisition of enterprises EPIC Group . Creation of joint ventures . Founded in 1989 . Privatization of state owned assets . Over 200 employees . Sale and purchase of licenses . Presence in 16 countries . Research . Cross-border transactions . Financial and management structures . Project and corporate finance . Public and private offerings of debt and equity . Management buy-outs and buy-ins Advantage . Focus on Central and Eastern Europe . Multi-domestic network . Local know-how . Result-oriented approach Proven Success . Over 300 successfully closed transactions . Since 2002 over 50 transactions with a total volume of more than USD 3.1 billion were successfully closed
22 Partnership with EPIC EPIC Network Presentation, Advantages
In-depth local market knowledge and transaction execution • EPIC positioned itself as one of the leading providers of advisory services to international clients and Governmental institutions
Multi – domestic network • EPIC's country-based network capitalizes on local expertise in a widely diverse but homogenous region • Close contacts with key policy makers and business leaders increase deal flow and reduce execution risk
Large, experienced team • The EPIC team is one of the largest in CEE. • The variety of the background of the individuals – industrial, financial, consulting, entrepreneurial and legal – provide the resources to execute the most complex transactions.
23 Partnership with EPIC EPIC Awards & Ranking Awards, Rankings, Successful Deals
European Market Research Center (EMRC)
. #1 in M&A in CEE, Russia and CIS in 2002, 2003 & 2004
M&A Review (Dealogic-Compusoft) . EPIC ranked 7th in Top Ten M&A advisors in Eastern Europe for 2000-2001 Privatization International . #1 for number of privatization deals completed in CEE in 1997 and 1998 League Tables. EPIC ranked #4 for number of privatization deals completed worldwide in 1999 League Table . Top Five in CEE privatization in 1996 and 1997 League Table . #1 in CEE privatization in 1995 League Table by transaction value ($2,442 million) Central European . Award for excellence as Best Privatization Advisory House in CEE, 1997 Award Winning Deals of the Year 1999 . Telecoms Privatization Deal of the Year – acquisition of a 35% stake in Croatian Telecom by Deutsche Telecom . Czech Republic Deal of the Year – sale of a 66.67% stake in Lachema to Pliva
24 Section 4 Contacts
25 Contacts Contact Information NECA, EPIC
NECA New Europe Corporate Advisory Ltd. 9 Narodno Sabranie Square BG-1000 Sofia tel.: +359 (2) 988-7390 web: http://www.necadvisory.com
Kenneth Lefkowitz Managing Partner mob: + 359 888 637-053 e-mail: [email protected]
EPIC Peter Goldscheider Managing Partner tel: +43 (1) 501-1910 e-mail: [email protected] web: http://www.epicinvest.com
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