treasury from a blank canvas - texpo conference...c o n f i d e n t i a l arcosa …. the (treasury)...
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S T R I C T L Y P R I V A T E A N D C O N F I D E N T I A L
Presenters:
Kevin Weber, Director of Corporate Finance & Assistant Treasurer, Arcosa, Inc.
Frank Woodley, Senior Treasury Manager, Arcosa, Inc.
Rhonda Kruman, Executive Director, J.P. Morgan Commercial Bank Treasury Services
Treasury from a blank canvas
The art of spin-off planning, execution and transformation April 2019|
C O N F I D E N T I A L
A R C O S A
Trinity Industries, Inc. announces intention to spin-off company’s infrastructure-related
businesses (12/12/2017)
Railcar. Digital image. 2017 Trinity Annual Report. http://www.trin.net.
Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon
Spin-off Announced
December 12, 2017
Deal Closed
November 1, 2018
1
C O N F I D E N T I A L
A R C O S A
Considerations to address in a spin-off
Ac
co
un
t ra
tio
nali
za
tio
nEnterprise coordination
Legal entity strategy
Account structure
Execu
tio
n
Payables optimization
Control
Ownership structure
IT resources
Centralization
CreditB
uild
ing
new
Outsourcing
Client vision
Automation
Realizing synergiesDiscovery
Treasury roadmap
Transition Service Agreement Vis
ibilit
y
Receivables streamlining
Driving efficiencies
Project management discipline
Bank and 3rd party
partner strategy
… depending on time, do we replicate, optimize or something in the middle?
Regulatory Approvals
2
C O N F I D E N T I A L
A R C O S A
…. the (treasury) canvas at the bank
Proactive reach out to client
Plan / Execute Establish plans to support activities
Coordinate and execute and optimize (and optimize …)
Listen /
Communicate Relentless support and availability for client
Discovery Comprehensive analysis and documentation of current state
Internal awareness and team build
Paintbrush Clipart Black and White. Digital image. Clipartmax. https://www.clipartmax.com
3
C O N F I D E N T I A L
A R C O S A
Our goal: Stand up day 1 with limited reliance on Transition Service Agreement
Spin-off entity established at time of Form 10 filing (May 2018); enabled us to shift into execution mode
2. Bank runs Know
Your Customer
(KYC)
1. Form Legal Entity
& File for Tax ID #
3. Open
Accounts
4. Build
bank platforms
Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon
4
C O N F I D E N T I A L
A R C O S A
… depending on time, do we replicate, optimize or something in the middle?
Our partner and process, review and selection began with our credit providers
FOREIGN EXCHANGE
PURCHASING CARD
MERCHANT PROCESSING
ESCROW
LETTERS OF CREDIT
401K
PAYROLL
INVESTMENTS
PAYABLES
CASH CON
& OPERATIONS
RECEIVABLES
TRAVEL CARD
Wooden palette. Digital image. Artcorner. https://www.artcorner-lb.com/product/wooden-palette/
Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon
Replicate?
Optimize?
In the middle?
5
C O N F I D E N T I A L
A R C O S A
Ready for day 1
Spin-off Announced
December 12, 2017
Fully Optimized
Future state
Deal Closed
November 1, 2018
Today
Railcar. Digital image. 2017 Trinity Annual Report. February 2018, http://www.trin.net.
Barge. Digital image. 2017 Trinity Annual Report. February 2018, http://www.trin.net.
Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon
6
C O N F I D E N T I A L
A R C O S A
Success mostly due to our approach
Process /
Policies
Disciplined needs assessment
Efficient, adaptable and expandable processes; variable cost
driven
Technology Agile infrastructure supporting current and future state
Increased automation; centralized and agile infrastructure
Control Business continuity inherent in solution
Dual control early in process
Optimal alignment of business needs and goals to talent
selection
Paintbrush Clipart Black and White. Digital image. Clipartmax. https://www.clipartmax.com
7
C O N F I D E N T I A L
A R C O S A
Everything won’t work as planned…
8
Unintended
consequences
New
opportunities
Unforeseen
events
C O N F I D E N T I A L
A R C O S A
…. On the path towards full optimization
Spin-off Announced
December 12, 2017
Fully Optimized
Future state
Deal Closed
November 1, 2018
Today
Railcar. Digital image. 2017 Trinity Annual Report. February 2018, http://www.trin.net.
Barge. Digital image. 2017 Trinity Annual Report. February 2018, http://www.trin.net.
Brush design, paint icon. Digital image. Iconfinder. https://www.iconfinder.com/icons/61761/brush_design_paint_icon
9
C O N F I D E N T I A L
A R C O S A
Question & answer
Q & A
10
C O N F I D E N T I A L
A R C O S A
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