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KPMG Restructuring Switzerland Is a Part of Our Advisory Practice Which Consists of Over 250 Professionals

KPMG Restructuring Switzerland Is a Part of Our Advisory Practice Which Consists of Over 250 Professionals

Restructuring Services

Keeping pace with markets

kpmg.ch/restructuring We work shoulder-to-shoulder with your company's , stakeholders and lenders at every level. Our multidisciplinary team of restructuring professionals delivers result-oriented measures to protect, create and maximize value throughout all stages of a corporate crisis from concept development to implementation and monitoring.

2 Restructuring Services Content

What we do 4

Our core services 5

Who we are 6

Strategy 8

Operational restructuring & performance improvement 9

Turnaround management 10

Financial restructuring 11

Lender Advisory 12

Stakeholder/Investment Advisory 13

Business closure & services 14

KPMG TrAction 15

Credentials 16

Restructuring Services 3 What we do

We deliver a broad range of multidisciplinary advice on strategy, turnaround management & financial restructuring, performance improvement and reorganization.

KPMG supports its clients in all phases of a corporate crisis from concept design to implementation. We offer you a multidisciplinary team with the right combination of experienced advisors from corporate restructuring, , mergers & acquisitions (M&A), legal, tax and business consulting. Our approach is always tailored to your individual circumstances and requirements. We help you review and realign your business strategy, improve your performance and deal with all involved stakeholders and distress situations.

Strategy (business model) Crisis-independent services

Strategy review and Stakeholder/ development Lender Advisory Investment Advisory

Innovation Operational restructuring & performance improvement (operating model) Marketing Reorganization (people and change)

Operational excellence

Supply chain management Turnaround management & Procurement financial restructuring

Legal entity Restructuring plan rationalization Independent business review

Cash flow Advisory

Crisis management

Business closure & insolvency services

Stakeholder crisis Strategic crisis Profit crisis Liquidity crisis Insolvency

/ Program management/Restructuring office (implementation and monitoring)

We have a proven track record helping companies master situations such as dealing with troubled strategic suppliers or acquiring distressed assets. We also deliver in-depth experience advising financial investors on the management of non-performing or investments.

4 Restructuring Services Our core services

Strategy Operational restructuring & Markets evolve. Industrial, performance improvement trading and service companies face new challenges every day. Businesses change. Sometimes, it is necessary to restructure operations to In times of continuous change stay ahead. Based on readjustments of the strategy (business model) we and market development, a help you to realign and optimize your organizational structures and business focus on fundamental business processes to ensure you meet your strategic objectives. Should your performance is needed to achieve improved, sustainable business find itself in a turnaround situation, we help you form operational results. We can help you to restructuring plans and initiate all necessary actions to quickly stabilize and increase your competitiveness improve the business situation. Once the crisis has been overcome and by optimizing your business sales and profits are back on track, our operational restructuring service model and ensure the strategic offering establishes a powerful culture of continuous improvement. We also fit of current and potential help reorganize a company to make operations as effective and efficient as market propositions and your possible. operating model. Turnaround management & financial restructuring

Turbulent times are a fact of life. We work with management to stabilize the situation, protect values and turn around the results of underperforming or distressed businesses starting from Day-1 of our involvement. Our approach is specifically designed to meet our clients' needs. Should the situation require it, you can also leverage on our experience with the new Swiss -moratorium procedures.

In distressed situations, stakeholder confidence is key. Yet it can often be impaired by a company’s financial difficulties. Additional information prepared by independent advisors is usually required by lenders and investors in order to facilitate decisions. We bridge the information gaps between available and required information with an approach that is always customized to your individual situation. Lender Advisory Stakeholder/ Business closure & Credit exposure can lead to Investment Advisory insolvency services the risk of losses. This is especially the case for The risk of is an unfortunate Situations may arise in which a institutions active in reality. When it’s by a strategically company no longer strategically fits commercial lending. We help important supplier or business partner the group or a turnaround is lenders undertake a swift it can severely impact your supply unfeasible. Such situations can call and reliable analysis of the chain and give rise to adverse financial for a controlled business closure. situation to develop a and operational impacts. We can assist Our cross-border, multidisciplinary recovery strategy and ‘Plan in swiftly analyzing suppliers’ financial teams of operational restructuring, B’. We also provide and operational positions, developing legal and tax experts help you comprehensive support in and implementing a strategy to reduce develop scenarios and identify the the negotiation and financial risks and supply chain path that will maximize existing implementation phase of the interruptions. value. recovery strategy.

Restructuring Services 5 Who we are

KPMG Restructuring Switzerland is a part of our Advisory practice which consists of over 250 professionals. Our multidisciplinary team delivers result-oriented measures to protect, create and maximize value throughout all stages of a corporate crisis from concept development to implementation and monitoring measures.

6 Restructuring Services Peter Dauwalder Gioele Balmelli Jan Philipp Weber Matthias Frey Partner Manager Manager Assistant Manager Head of Restructuring Restructuring Restructuring Restructuring +41 58 249 41 80 +41 58 249 68 49 +41 58 249 42 17 +41 58 249 26 54 +41 79 358 58 41 +41 79 708 04 87 +41 79 173 03 52 +41 79 790 19 33 [email protected] [email protected] [email protected] [email protected]

Tobias Fritsche Sandra Burger Xhengis Ramadani Timo Knak Assistant Manager Senior Consultant Senior Consultant Partner Restructuring Restructuring Restructuring Head of M&A +41 58 249 69 86 +41 58 249 79 47 +41 58 249 78 42 +41 44 814 18 08 +41 79 463 51 92 +41 76 212 36 93 +41 79 500 84 36 +41 76 388 18 08 [email protected] [email protected] xramadani@kpmg .com [email protected]

Beat Seger Jörg Kilchmann Till Karrer Christoph Wolleb Partner Partner Partner Partner Real Estate Legal Debt Advisory Head of Operations +41 58 249 29 46 +41 58 249 35 73 +49 69 9587-4607 Consulting +41 79 651 18 98 +41 79 415 74 79 +49 160 97891143 +41 58 249 54 97 [email protected] [email protected] [email protected] +41 79 420 22 80 [email protected]

Simon Juon Partner Corporate Tax +41 58 249 53 66 +41 79 800 54 71 [email protected]

Restructuring Services 7 Strategy

Our approach to strategy review starts with setting the financial ambition for the company including growth, cost efficiency, profitability, return on investment (ROI) and risk appetite, while considering each element's impact on the business and operating model.

Business model Operating model The business model delivers revenues. Current and The operating model is critical to the cost-effective delivery potential market, proposition and brand, as well as other of propositions and client management through core strategic dimensions are evaluated for strategic fit, business processes. It includes operational and technology competitiveness and materiality of contribution. Most infrastructure, organizational structure and governance, as organizations fail to achieve their financial aspirations well as people and culture. Platform and system decisions because of misalignment between their business and are key to driving long-term cost efficiencies and operational operating models. effectiveness.

Business processes Core business processes are the lynchpins between the business model and operating model. They include product development and management, business development, client service models, communication and operational processes. Our approach: KPMG 9-Levers of Value

The process begins with an articulation of financial performance targets and parameters (appetite for investment and risk, etc.) given their fundamental impact on strategy.

8 Restructuring Services Operational restructuring & performance improvement

Our operational restructuring services focus on the development and implementation of new business architectures, very often in the context of turnaround cases and change management.

We start an operational restructuring program with a quick our multidisciplinary teams identify the most relevant as-is assessment to obtain the required clarity at the very performance issues, define improvement projects, and beginning of a project. A swift strategy check-up ensures consequently plan and implement them. Robust project that the operational restructuring steps are fully aligned with management continuously monitors progress achieved and the business strategy. Based on clear strategic objectives, initiates corrective actions in the event of issues or risks.

rming h-perfo organiz Our approach Hig atio n Strategy deployment Strategy Vision & management strategy Business Lean process leadership management

Process Team modeling development Management systems

Quality Performance systems & management tools

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Restructuring Services 9 Turnaround management

We understand that critical company situations require rapid, hands-on advice and implementation support to stabilize the situation. This first step is followed by analysis, design, implementation and monitoring.

Stabilization Get control by forecasting and monitoring cash; gain time by comprehensive restructuring plan that includes a target negotiating with borrowers and suppliers; elaborate and operating model, process and organizational design and implement cash generating measures; and manage the financial measures. company, board of directors and management's legal risks. Implementation and monitoring Analysis and design We stay on board with management until implementation is Analyze the current situation and identify the causes of the completed. We provide progress reports to all stakeholders. crisis. Guide management through the process of a strategy review and appraisal as the basis for designing a

Our approach

KPMG Cash and Strategy and Financial restructuring Phase working Legal and tax operations restructuring office capital

Short-term Stabilization Achieve cash flow Stabilization of operating Gain time Manage transparency forecasting and short-term cash flow to and rebuild legal and and and quick actions secure value trust tax risks coordination generation chain of cash

Swiss Code of Obligations (OR) Alignment Development Develop Optimization of of market, of financial Swiss working strategy and restructuring Enforcement plan Analysis capital value chain plan and design Law (SchKG)

Implemen- Implemen- Support Cultural and Secure tation of tation of negotiation operational implemen- working financial and draft Implemen- change tation capital restructuring legal tation and management monitoring measures plan documentation

10 Restructuring Services Financial restructuring

Our approach helps management regain control and trust from lenders and investors. It also provides transparency to stakeholders and supports the required negotiations.

Cash flow Advisory* investors. The scope of work is defined by standards (i.e. In distressed situations, the first step for a company is to IDW S6) or customized depending on the individual situation perform a quick but thorough assessment of the short-term and can include strategy review, management evaluation, cash situation and forecast (typically 13 or 17 weeks). On analysis of past financial performance and position, business this basis, and the analysis of stakeholders’ positions, plan review, assessment of restructuring options and consensus on next steps is reached. We also assist in the measures, etc. preparation of cash-generating measures. Financial restructuring* Independent Business Review We support management’s negotiations with existing We close the gaps between available and required lenders and other stakeholders and advise on raising new information by preparing business reviews for lenders and debt financing or refinancing.

* Cash flow Advisory and financial restructuring are modules of our turnaround management services. Our approach

Short-term cash flow forecast Independent business Stakeholder negotiations (13 or 17 weeks) review (IBR)

Independent Business Review

Economic 7 1 Market and environment Integrated competition financial analysis Company planning overview

Review of 6 restructuring concept / Causes 2 plan of the Company corporate in scope crisis

Core processes and organizational Historical structure performance 5 and financial Competitive position 3 situation Industry Current market and operations trends positioning

4

Restructuring Services 11 Lender Advisory

We help lenders perform a swift and reliable situation assessment to develop their recovery strategy and “Plan B“. Furthermore, we provide comprehensive support in the negotiation and the implementation phase of the recovery strategy:

/ Support during the analysis and elaboration of the recovery strategy as well as analysis of the borrower’s submitted restructuring concept

/ Proposal of immediate actions and assessment of recovery strategies to cap potential losses

/ Implementation of the recovery strategy Our approach

Conduct Analysis of negotiations agreements

Legal Overview of loan documentation engagement and of the borrowers credit collaterals

Prepare negotiation strategy

Implemen- Analysis Calculate risk tation of loss Legal Support in Real Estate obtaining M&A Review of approval from Valuation borrower's authorities / Tax restructuring regulators Forensic measures Restructuring

Immediate actions and recovery strategies

Elaborate a "Plan B" Propose and prepare actions to cap measures potential losses

Evaluate potential strategies considering Elaborate implementation, potential financial results, recovery opportunities / strategies threats

12 Restructuring Services Stakeholder/Investment Advisory

We have a strong track record in helping strategic or financial investors to assess potential (distressed) investment opportunities and to advice companies in managing their supplier risks through:

/ Executing swift analyses of suppliers’ financial and operational situations

/ Developing and assessing options to reduce financial and supply chain risks

/ Supporting the implementation of the resultant plan

Our scope of work and extent of reporting are tailored to our client’s particular needs and situation. Our approach

High-level company analysis

Business Causes of Brief historical 1 overview 2 the crisis 3 financial analysis

Short-term cash Restructuring Analysis of the flow analysis / concept review business plan 4 5 forecast 6

Options and recommendations

Elaboration and Elaboration of evaluation of Evaluation a „Plan B“ strategic options of options and 1 2 (sourcing alternative to 3 (preservation of existing partner) recommendations business relationship)

Implementation support

Implementation Preparation of Elaboration of legal 1 planning 2 negotiation 3 documentation

Restructuring Services 13 Business closure & insolvency services

We help assess a client’s situation and advice in developing a roadmap to discontinue operations, dispose of assets and repay liabilities by:

/ Identifying and assessing the company’s legal risks and the board of directors’ and management’s personal liability risks

/ Advising the board of directors and management on their legal duties and personal liability risks

/ Determining viable options to dissolve the business and liquidate the entity, including operational wind-down scenarios and assessment of potential results from asset disposals

Our approach

Analysis of the Planning and initial position preparation and historical financials • Operational plan to wind down the company and

reflection in a financial • Assessment of the projection and cash flow financial position, legal plan, assessment of tax agreements and risks implications, as well as and off-balance sheet negotiations with commitments / liabilities and stakeholders • Determination of viable • Preparation of legal options including documentation operational wind-down • Execution of asset scenarios disposals and delisting

14 Restructuring Services KPMG TrAction

Our effective and efficient implementation tool

The challenge: Our Project management approach

/ Complex projects with a variety of (decentralized) data and / Web-based tool, operated in the KPMG-Cloud information / Comprehensive transparency of the implementation / Restricted measurement of the profit contribution of status and success of individual measures, packages individual measures of measures and the overall project / Lack of efficiency in the preparation of status reports / Simple coordination of many participants, also across / Missing responsibilities and lack of transparency: companies "Who, what, why, when, how?" / Minimizing the administrative burden due to easy and / Reporting obligations to shareholders, financial institutions intuitive handling and investors Our tool: Core elements of KPMG TrAction

Project structure Automatic reports

Pyramidal project structure with multiple Automated reports in PPT in your corporate hierarchy levels style

Rights concept (view corresponding Deposited reporting formats available at all authorization) levels

Detailed reports in Excel, filter function and Uniform logic across all hierarchy levels full data export

Activities Quantified effects

Scheduling is done at the level of activities Quantification (P&L, BS, CF, non-financial KPIs)

Clear responsibilities (at all hierarchy levels) Tracking of effects throughout planning period

Traffic-light logic for the period of Traffic-light logic for achievements of implementation objectives

Data import and export Data import and export

Restructuring Services 15 • We thank all our clients for their trust in our Restructuring expertise

16 Restructuring Services Turnaround Family business in the Accelerated M&A of a food industry Tool Manufacturer management & Turnaround Advisory Turnaround Advisory & M&A KPMG supported an owner-managed KPMG has been mandated by the court- family business in the food industry with appointed administrator with the sale of the financial liquidity problems. KPMG advised the part of a company in the high precision tool management and the BoD of the company manufacturing business in a debt moratorium. on a brief analysis, liquidity stabilization, The M&A process was under high time- review of the corporate strategy and the pressure due to the threat of key employee restructuring elaboration of a comprehensive leaving, as well as due to the liquidity restructuring program including financial situation. KPMG developed a target operating planning, negotiations with model and a business case for the transferring and stakeholders as well as in the assets and managed the transaction with operational implementation. several bidders.

Family owned tool Family business in the International Fashion manufacturer automation industry Chain

Financial Advisory Turnaround Advisory Financial Advisory KPMG carried out an objective KPMG conducted an independent business KPMG was on behalf of a bank syndicate assessment (Independent Business review (IBR) of the current financial situation mandated to review the existing short- Review) of the current economic and of a family-owned company on behalf of the term cash flow forecast (STCFF) of an financial situation of the family business company's board of directors. The IBR international fashion chain facing liquidity on behalf of the company's Board of served as the basis for negotiations with the issues. Furthermore, KPMG advised Directors, which served as the basis for banks to take out a syndicated loan and to on working capital and process fulfil the independent validation obligation negotiations with a debt capital fund to improvements to support the company under the existing standstill agreement. We raise a bridging loan. to ensure the STCFF is a reliable tool analyzed the mid-term plan and including to predict and manage through tight analysis of the business and operating liquidity periods. model, the company’s organization as well as the identification of the value drivers.

Fashion Aerospace Service retailer company company

Monitoring & Turnaround Advisory Financial Advisory Turnaround Advisory KPMG provided support in the quarterly Due to the uncertainty regarding the KPMG supported a medium-sized service reporting to the lenders of a syndicated mid-term financial performance and in provider with liquidity problems facing a credit facility on the progress of a order to re-set the financial covenants in declining market. KPMG provided the comprehensive restructuring and a financing agreement with a bank company's management and board with a transformation program. KPMG further syndicate, KPMG performed a business brief analysis, liquidity assurance and acted as turnaround management advisor and financial review. We also provided stabilization, elaboration of a restructuring to management. advice on the company’s financial model plan incl. strategic options, review of the and on the short-term cashflow company’s strategy, medium-term financial forecasting. plan, organization, internal communication and implementation.

Swiss real estate International education Swiss fashion company organization chain

Strategy & Turnaround Advisory Strategy & Financial Advisory Turnaround & Financial Advisory KPMG provided advice to an exhibition KPMG advised a global organization in KPMG provided support to a Swiss hall operator in financial difficulties. We financial difficulties. We analyzed the fashion chain with severe liquidity analyzed the company, its real estate company and the market and identified problems in analyzing the as-is situation complex as well as its market and several restructuring options on a as well as providing turnaround and legal identified several restructuring options strategic, financial and operational level. advice. The company was first stabilized from a strategic, financial and operational by initiating a provisional debt perspective. restructuring moratorium with the waiver of public notification and then subsequently restructured and reorganized.

Restructuring Services 17 Operational restructuring & performance improvement

International Media Public real estate school company agency Process Analysis Procurement Optimization Strategy & Reorganization KPMG supported an international school KPMG supported a Swiss radio KPMG provided support to a public real in identifying and documenting key and television company in a cost estate agency on the reorganization of business processes and assessing savings initiative focused on the property management. KPMG them with regard to importance, procurement and the optimization provided independent advice on the maturity and criticality. of several internal processes. reorganization by analyzing options and offering a recommendation and detailed implementation support.

Swiss manufacturing Swiss listed Industrial company company manufacturer

Procurement Optimization & Cost Savings Program Strategy & Turnaround Advisory Change Management KPMG supported a Swiss group in the KPMG reviewed the strategic options KPMG advised a manufacturing implementation of a cost reduction of a loss-making industrial manufacturer company on a series of cost saving program specific to third-party spend and advised on further alternative options. initiatives in the areas of procurement (indirect and services). A percentage of In the second phase, KPMG led the and operations including production and savings in the double digits was realized PMO activities, facilitated the elaboration logistics. The mandate focused on and exceeded the client's targets. and planning of a strategic option and securing sustainable cost savings with advised steering committee and KPMG driving extensive change management. Finally, we prepared a management at strategic, structural and comprehensive business & financial model operational (processes) levels. and planned the implementation of the turnaround measures.

18 Restructuring Services Stakeholder/Investment Advisory Public agency

Contingency Planning KPMG evaluated the short- and ­medium- term options including related opportunities and risks for a public agency in regard to a subsidized service provider in financial difficulties.

German fashion Leading Swiss food Swiss fashion company corporation company Distressed M&A buy-side Distressed Supplier Advisory Distressed Supplier Advisory KPMG advised a German fashion retail KPMG supported a leading Swiss food KPMG assisted the client regarding a company with around 300 stores on company in assessing the financial strategic supplier in distress. KPMG financial, legal and tax aspects in the situation of a strategic supplier with performed an analysis of the historical acquisition of a Swiss fashion retail chain severe liquidity issues and evaluated financial position and earnings, as well in a turnaround situation. The transaction options from the client’s perspective. as the business and cash flow plan, was executed under the new debt reviewed the envisaged restructuring moratorium procedure. measures and assisted the client in elaborating strategic options as well as in negotiations.

Lender Advisory Listed universal Listed universal bank bank

Lender Advisory (Recovery) Lender Advisory (Recovery) KPMG advised a listed universal bank on KPMG advised a listed universal bank on a the as-is analysis and recovery of a loan in recovery situation involving a multiple jurisdictions. KPMG advised the firm in Germany, Luxembourg and bank in the implementation of immediate Switzerland. KPMG provided lender advice measures and provided support from the analysis (financial, legal, real throughout the loan recovery. estate) to the successful development of a recovery strategy.

Our credentials are kept confidential and anonymous to respect the wishes of our clients and their financial investors. If you would like further information, we're always able to share specific references or access to the executives with whom we have successfully worked with.

Restructuring Services 19 Contacts

KPMG AG Peter Dauwalder Räffelstrasse 28 Partner PO Box Head of Restructuring 8036 Zurich +41 58 249 41 80 kpmg.ch/restructuring [email protected]

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