BUSINESS CASES

1. Entrepreneurs willing to accelerate the growth of their business with private equity funding (most of the cases)
2. Management buy-outs where the management teams wants to invest in and/or gain ownership of their employer company
3. Management buy-in teams searching for investment opportunities outside the boundaries of their current company
4. Private equity houses looking for extra origination capabilities to generate new transactions, to invest or to exit from existing investments

SERVICES

• A private equity advisor should provide more than financial support and expertise to the owners and the management of the companies willing to raise equity capital to fund their fast-growing development. The process of partnering with an institutional private equity investor means a real change of mentality, business style, management patterns, vision and strategy for most entrepreneurs and managers. Therefore, OXYGEN Finance chooses to take the road of such a transaction alongside our customers as they feel the need to use our expertise, adapted to each client pace and rhythm. This kind of skill, which is rather a vocation calling, should be the first quality of a successful private equity advisor. Here, at OXYGEN Finance, we highly encourage our partners and staff to get themselves fully involved in each project, to work with passion, but objectively, together with our clients, in any transaction that we contemplate. Then comes the technical expertise which consists of:

  ON THE SELL SIDE we are preparing private companies for accessing private equity capital by advising on operations such as:
  

  1. Origination and valuation,
  2. Deal structuring and strategic advisory,
  3. Advising on the most appropriate capital structure (equity, mezzanine and debt),
  4. Documentation (Valuation, Investment Memorandums, Business Planning),
  5. Introductions to appropriate sources of private equity with matching investment criteria
  6. Investment proposition,
  7. Assistance in negotiating the terms of the deal,
  8. Assistance in signing through to closing,
  9. Exit road map planning

• ON THE BUY SIDE, OXYGEN Finance is assisting private equity funds as adviser in connection with sourcing and executing private equity transactions, as follows:
  
  
  1. identification of investment opportunities,
  2. support of the preparation of the Investment Summary / profile,
  3. assistance in negotiation of Term Sheets / preparation of Investment Memorandum
  4. assistance with due diligence content and schedule,
  5. advise on financial structuring,
  6. preliminary advise on legal structuring of the transaction,
  7. advice on investment and /or loan agreements;

BUSINESS CASES

1. General Contractors executing infrastructure works/investments for central and local governments (state own companies, city halls, county councils) in the supplier-credit formula with issuance and discounting of Promissory Notes.
2. Private and public investors executing new infrastructure and production/services projects to be financed under the Project Finance model using also the supplier-credit formula with issuance and discounting of Promissory Notes.

   OXYGEN Finance specialized as the only advisory company in Romania with extensive expertise and track record on the supplier-credit form of financings with trading of Promissory Notes issued by sub-sovereign organizations (such as municipalities, county councils, state-owned companies) to general contractors for the execution of large infrastructure projects. In most cases general contractors are outsourcing the engineering/design, construction and erection works, as well as the financing, to concentrate on the project management, major equipment commissioning, installation, and start up.

   OXYGEN Finance is fully advising the contractors about the way to request from the beneficiaries the issuance of the Promissory Notes and the side documents in such a way that all these documents put together as a package should create a strong structured finance product attractive to the secondary market buyers (commercial banks, insurance companies, pension funds, investment bankers and capital markets). OXYGEN Finance can either trade the notes or just advises the contractors to sell the notes to the secondary market buyers. However, in most cases OXYGEN Finance is trading the notes going together with the contractors as consortium partners for the specific projects in part.

SERVICES

Structured Finance advisory services include:

1. Deal origination (in most of the cases the beneficiaries are looking forward to solve the financing issue before engaging in organizing a tender for designating the general contractor)
2. Deal structuring advises to the contractor (timing of operations, form and criteria of the documents to be requested by the contractor to the beneficiary, financial analysis of the indebtness capacity of the beneficiary, legal requirements, etc)
3. Analyzing the documents provided by the beneficiary
4. Preparation of the financial offer and the supporting documents (including eligibility / similar experience and references) to be submitted at the tender auction, upon request of the general contractor
5. Negotiation with the secondary market buyers and trading the notes, including drafting all trading documents including the assignment of receivables resulted from the construction contract based on which the promissory notes are issued and traded by us.

BUSINESS CASES

1. Entrepreneurs and business owners willing to sell off their current companies (most of the cases) or buy new companies
2. Joint ventures of two or more investors willing to operate together a new business entity
3. Mergers of two or more business operations into a vertical integration or horizontal diversification strategy
4. Debt raising (senior and subordinated bank loans, project finance, leverage financing, leasing, mezzanine finance, convertible debt)

• In our view, the successful M&A deal is a combination of three factors:
  
  
  1. an efficient use of the personal and corporate network,
  2. pragmatic and realistic set up of expectations for the buyer or seller, and
  3. smooth, fast and accurate lead of the selling/buying process
  
  
• In our view, M&A Advisory is unique, specific to each project, depending on the different needs of our client, bearing the mark of the personal approach (for the entrepreneurs, any project related to the business they developed from beginning is personal). OXYGEN Finance is an independent advisory house, as opposed to an industry scale model of the large multinational investment bankers and corporate finance advisors, and because of that, our relationship with our clients is a relationship created together with our client, rather than a serial industrial service provided to the client such as a ready available product. The main support for this approach is our people’s connection to the deal and their retribution which is success-driven and linked as a fee, individually, with each project, rather than a holistic bonus approach at year end like in large multinational advisory organizations.

SERVICES

M&A advisory services include:

1. Deal origination
2. Valuation of the company(ies)
3. Assistance and advisory to the management in preparing business plans and financial modeling
4. Co-ordination of IFRS auditing
5. Normalization of EBITDA from one-offs, exceptional and non-recurring revenues and expenses
6. Co-ordinate other advisers (eg due diligence providers, lawyers, etc)
7. Strategic advice and assistance with deal planning and competitive process management
8. Assistance in selection of an investor/buyer, support during due diligence and advising on the negotiation of the transaction documents through to closing