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Seabury Maritime IntroductionMarch, 2019
NEW YORK SUMMIT (NJ) METRO PARK (NJ) LOS ANGELES MINNEAPOLIS STAMFORD (CT) CHICAGO HOUSTON AMSTERDAM BERLIN CORDOBA DUBLIN DURBAN HONG KONG LONDON MANILA SINGAPORE TOKYO
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Agenda
Seabury Introduction
Capabilities and Experience
Seabury Process
Seabury Team
Discussion Topics
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Software & Data Products
Asset Management Senior / unitranche lending Foreign exchange services &
technologies Trade finance solutions Vehicle Service Contract Lending
Comprehensive advisory capabilities Longstanding industry relationships
and extensive expertise Superior information on industry and
developments
Investment and Merchant Banking
Technical Services Full life cycle support End-to-end asset management /
cash flow optimization capabilities Seamless approach and tailored
solutions
Enterprise solutions MRO software solutions Authority systems
Global BrandingCore CompetencyIndustry Expertise
Seabury’s core competencies in Investment Banking, Software / Data Products, Asset Management and Technical Services create a powerful combination.
Seabury Capital’s Value Add
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Seabury Corporate FinanceSeabury’s core competencies in Investment Banking and Advisory consulting services create a powerful combination.
Comprehensive advisory capabilities Longstanding industry relationships
and extensive expertise Superior information on Aviation,
Maritime, and A&D industries Mid-life commercial aircraft
leasing
Investment and Merchant Banking Maritime
Consultancy Services
Thorough understanding of underlying competitive economicsFind strategic value across operating boundaries that translate to sustained competitive advantage
Global BrandingCore CompetencyIndustry Expertise
OUR GOAL IS TO BECOME OUR CLIENTS’ MOST TRUSTED ADVISOR
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Seabury Maritime Investment Banking and Advisory CapabilitiesSeabury is a leading investment banking and advisory practice with deep ties to aviation, aerospace and defense, maritime, transportation, and logistics.
End-to-end solutions for complex and global operatingchallenges• Serving as a single-point-of-contact to:
- Create strategy
- Integrate ventures
- Provide operational proficiency
- Incorporate environmental sustainability
- Deliver sound financial solutions
Team of industry professionals with deep knowledge and ties to maritime and transportation assets and logistics• Transportation
• Infrastructure
• Third-party service providers
• Industry disruptors and technologycompanies
• Government agencies
Global operating platform that capitalizes on Seabury’sdistinctive processes & methodologies
Operational & strategic advisory services fully-integratedwith investment banking capabilities
INVESTMENT BANKING
ADVISORY
BusinessPlanning & Integration
StrategicPlanning
OperationalAnalysis
ClientEngagement
Strategic Financial Solutions
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The Seabury Maritime SolutionSeabury Maritime’s singular solution unites its core competencies: Investment Banking and Industry Advisory.
PROVIDING GLOBAL CONSULTANCY
SERVICES
We have a thorough understanding of the
underlying competitive economics that drive
decision-making
We find strategic value across operating boundaries
that translate to sustained competitive advantage
Industry AdvisoryInvestment Banking
We are focused on providing best-in-class service and execution excellence on complex
transactions to assist our clients in achieving growth
We are a provider of capital-raising services to allow our clients to reach
their strategic goals
OFFERING SENSIBLE TRANSACTION
ADVISORY SUPPORTGlobal
Presence
Core Competency
Industry Expertise
KNOWLEDGE. ASSOCIATION. RELATIONSHIPS. TRUST. RESULTS. INDEPENDENCE.
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Maritime OpportunitiesWith its global footprint, Seabury offers a focused, custom-based service offering to a global industry undergoing rapid transition.
Maritime, Transportation & Logistics Proficiencies• Global scope & experience
• Relationships with diversified industry participants, from service providers and labor to investors and management
• Tailored service offering – as a client, the experts you hire are theexperts working directly with you on the project
Industry Challenges• Size & complexity – the maritime and general transportation & logistics industry
are global in scope, and immense in terms of diversity of players involved
• Dominated by “static”, fixed asset-heavy and locally focused traditionalbusiness models
• The industry has been slow to adapt, and much less a proponent of innovation
Technology and Globalization• Technology is having a profound impact on the industry
• Consolidation and globalization are causing a rapid shift in the requirements forsuccess – a shift the industry is not naturally set up to handle
PORT AUTHORITIES
PRIVATE EQUITY
INDUSTRY TECHNOLOGY
PROVIDERS
TERMINAL OPERATORS
INVESTMENT BANKERS
INFRASTRUCTUREDEVELOPERS
OCEAN & DOMESTIC CARRIERS
INFRASTRUCTURE INVESTORS
CONSULTING FIRMS
3PL SERVICE PROVIDERS
HOME OFFICES
ENGINEERING FIRMS
RAIL AND TRUCK / INTERMODAL
INDUSTRIAL REAL ESTATE
LEGAL FIRMS
GOVERNMENTAGENCIES
INDUSTRYENTREPRENEURS
Investment Banking Industry Advisory
LABOR / MANAGEMENT
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Agenda
Seabury Introduction
Capabilities and Experience
Seabury Process
Seabury Team
Discussion Topics
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Merger & Acquisitions
• Direct experience within the Industry• Leveraging unparalleled relationships• Network of strategic and financial investors• Due Diligence• Merchant Banking
Corporate Valuations
• Local and International perspective• Restructurings• Private Placements
Strategic Advisory
• Sales & Divestitures• Working Capital analysis• Capital Expenditure analysis• Return on Investment (ROI) analysis• Return on Assets (ROA) analysis
Operational Analysis
• Supply Chain Design/Integration• Asset Deployment & Optimization• Industry Technology Applications• Commercial Navigation Projects• Organizational Transformation
Strategic & Business Planning
• Economic Analysis & Impacts• Master Planning• Intermodal Analysis & Planning• Market Intelligence & Analysis• Business Development
Financial Analysis & Planning
• Due Diligence• Transaction Advisory• Investor Sourcing• Procurement
Inve
stm
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anki
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Advi
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Capabilities and ExperienceOur IB and Advisory team’s exclusive focus on Maritime has allowed us to develop real expertise, based on actual transactional experience, in many of the sub-segments of a truly complex, global industry.
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• Seabury’s Maritime Investment Banking and Advisory practices provide focused services relevant to the broad diversity of the global maritime industry, from vessels and vessel owning companies, to suppliers and logistics and technology providers. In combination with other Seabury Capital units, Seabury Maritime offers financial and strategic advisory services focused on maritime industry participants that are looking to
transform their own business or the industry.
Maritime
Port Infrastructure and Strategy
Inland Marine Services
Green Technology and Digitalization Efforts
Broad Expertise
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Representative Investment Banking Transaction Experience
Note: Includes transactions by SMPFRA professionals while employed at previous firms.
Representative Advisory Project Experience and Past Clients
Commercial Validation for Creation of Container
Marine Terminal
Strategic Analysis, Creation of Master Plan Inputs & Lease Analysis
Strategic Analysis of Global Terminal
Operating System
Marine Terminal Facilities, Lease
Negotiation, Cargo Throughput Rate
Analysis & Strategic Advisory
Strategic Advisory Services at the
International and Local Level
Complete Operational Review in concert with multinational marine
terminal operating company
Capital Raise and M&A with existing
transportation technology service
provider2018
P-3 Concession / Asset Sale
Fall 2018
C$385,000,000Senior Secured Credit Facility
March 2017
P-3 Concession / Strategic Advisory
Support
Expected 2019December 2018
In its Transaction for a new Terminal Operator
Expected Spring 2019
In its Development of a Greenfield Port and its
Transaction for new Terminal Operators
Representative Ongoing and Complete EngagementsSeabury Maritime’s team has extensive transactional experience in both investment banking and advisory roles and has built up a wide client base in the maritime sector, with a focus in the United States.
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Agenda
Seabury Introduction
Capabilities and Experience
Seabury Process
Seabury Team
Discussion Topics
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Seabury is able to guide our Clients through an agreed process from start to end. From the detailed preparation of a launch all the waythrough to the closing of a transaction, Seabury carefully directs and influences the Client’s position in the marketplace.
Sell-side advisory support
Our responsibilities in Phase I• Definition of transaction entity together with the Client’s tax advisors• Definition of the circle of knowledge within the company• Analysis of historic financial performance• Detailed review and potential optimization of the business plan, strategy and
financial projections• Detailed review of products and IP• Drafting of transaction documentation, including NDA, process letter,
information memorandum and teaser• Compile comprehensive diligence materials and populate virtual data room• Identify potential buyers and gauge initial interest early in the process in order
to adapt the equity story and / or projections accordingly (“pre-marketing”)• Establish optimal timing for marketing launch, driven by events such as key
trade shows or major contract milestones
Our responsibilities in Phase II• Contact and coordination of potential investors and their advisors, handling
initial questions and coordination of the submission of indications of interest• Draft and rehearse management presentations and difficult questions• Coordinate and lead site visits and management presentations• Due diligence preparation, coordination and Q&A lead• Utilize our knowledge of investor’s M&A behavior for your benefit• Act as a buffer between the Client and buyers• Establish negotiation strategy and provide the Client with detailed contract
negotiation support, advice and tactics• Lead negotiations of non-legal terms such as NWC adjustments• Navigate through or around difficult process and contractual issues• Minimize involvement of our Client’s senior resources by controlling the
process, coordinating due diligence efforts and negotiating with all externaladvisors
Negotiations, exclusivityPreparation Pre-marketing Marketing
launchSite visits and due diligence
Phase IIPhase I
Continuous back-channel intelligence, lobbying and buyer influence
Signing, closing
How We Add Value on a Sell-Side Process
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How We Add Value on a Buy-Side ProcessSeabury provides significant value add by identifying the best acquisition targets and by influencing sellers and their gatekeepersthrough back-channel communications.
Buy-side advisory support
NegotiationsAcquisition Screening
Detailed target analysis
Target Approach
Diligence support and
valuation
Phase IIPhase I
Continuous back-channel intelligence, lobbying and buyer influence
Signing, closing
Seabury’s top-level responsibilities:• Act as third party, credible “door-opener” when approaching targets while
limiting initial exposure for our client
• Establish back-channel communications with sellers
• Minimize involvement of senior resources by controlling the acquisitionprocess, coordinating due diligence efforts and negotiating with sellers’advisors
• Lobby as a preferred bidder in any auction process
• Act as a buffer between the Client and sellers
• Local US and European presence in case of short-notice meetings withtargets and/or shareholders
• Navigate around difficult process and contract issues
• Senior-level contact and engagement with management and targetsthroughout the process
Seabury’s in-depth responsibilities:• Target valuation analysis
• Detailed review of target business plan, strategy and financial projections
• Detailed review of products, services, capabilities, contracts and forecasts
• In-depth understanding of the markets the targets operate in
• Advise and assist in drafting of offer letters and term sheets
• Due diligence support
• Leading Phase I preparation ahead of a formal approach to targets
• Managing the overall acquisition process during Phase II
• Providing detailed contract negotiation support, advice and tactics
• Understanding cross-border M&A transaction frameworks and regulations
• Utilizing Seabury’s knowledge of potential competing bidders’ usualacquisition behavior to the benefit of the client
• Understanding the usual behavior of the sellers in an M&A transaction
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Our Strategic Review AdvisorySeabury’s broad offering of advisory services will benefit our Clients in a wide range of scenarios. We are in excellent position to provideindependent advice on all strategic options.
Full review of internal and external factors influencing best strategic option
Potential buyers and investors
Shareholder aims,
objectives and
agreements
Business drivers, product lines, customers
Business plan, financials and
projections
Industry-specific and financial
market conditions
Review of options
Seabury’s responsibilities• We aim to develop our understanding of our Client’s operations and shareholder aspirations in order to help shape our thoughts on the options available.
This will include a review of:
- The draft 3-year business plan and its drivers, the company’s or the division’s historic and forecast financial performance and the underlying assumptions about itsfuture performance
- Products / services and technology / IP
- Key platforms and customer base
- Market positioning, risks and key competitors
- Ownership structure, shareholder aspirations and key terms of any shareholder agreements
- Requirements for the business to meet its growth plans such as capex or acquisitions
• Additionally, we offer our services to:
- Establish potential fit with strategic buyers and financial investors, including a preliminary valuation of the company or division in coordination with with the appetiteof a variety of buyers
- Review optimal timing for the different strategic alternatives, taking into account the potential industry cycle and the market environment (valuation environment andM&A activity)
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Agenda
Seabury Introduction
Capabilities and Experience
Seabury Process
Seabury Team
Discussion Topics
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Seabury Maritime TeamSeabury’s team is unique in the industry. Formed by experienced bankers, ex C-Level executives, and industry experts with deep connections within the transportation industry
Edward M.A. Zimny, President & CEO – Metro Park, NJMr. Zimny has directed assignments on a global basis since 1994 with a concentration on creatingstrategies based on competitive economics. He leads the Seabury Maritime business unit wherethey focus on finance, infrastructure and technology within the maritime industry. He is a high-honors graduate of the University of Rhode Island’s Marine Transportation & Marine AffairsProgram, and has supplemented this with numerous certificates/diplomas in sea-going operations,business administration and logistics.
Seabury Team
Henry W. Juan III, Managing Director- Stanford,CTDuring his career Henry has been an investment banker, attorney and trusted advisor workingclosely with corporate Presidents and CEOs to develop and implement vision and strategic plans.Henry holds a Master of Law from Cambridge University and a BA from Williams College where hegraduated cum laude. In addition, he is admitted to the New York State Bar and is a Barrister-At-Law at Gray’s Inn in London, England.
Patrick Bird, Managing Director – Metro Park, NJMr. Bird has over 13 years of industry experience, having held various positions across the worldwith the A.P. Moller-Maersk Group. Prior to joining Seabury, Mr. Bird was Chief Commercial Officer& Head of Government Relations for INTELS Nigeria Limited, one of Africa’s largest oil & gaslogistics companies. He has worked closely with transportation professionals, international oilcompanies and governments to deliver port and logistics-related infrastructure solutions.
Senior AdvisorsSean Mathis, Senior AdvisorMr. Mathis is a Senior Managing Director and one of the founders of New Centurion CapitalPartners, LLC, an investment banking and financial advisory firm, and is the President of LitchfieldAsset Holdings, an investment advisory company he founded in 1983. Mr. Mathis began his careerat Lehman Brothers during which time he worked steadily and intensively with banks, shareholders,bondholders, directors, and management. Mr. Mathis received his B.A. from Alleghany College andhis MBA from Wharton Graduate School of Business, University of Pennsylvania.
Core competency within cross borderM&A in the A&D industry
Prior firms and companies – Maritime Team
Fernando Lehrer, Executive Director- Houston, TXMr. Lehrer is an expert and an entrepreneur within the maritime transportation and upstream energy sectors. He has led global operations in several successful IT start-ups and held C-level positions in three major multinational organizations. Fernando currently serves as strategic advisor to four companies, providing technology and consulting services to the marine, logistics and energy industries. He holds a MSc in Naval Architecture & Marine Eng. from the Univ. Buenos Aires.
Nikos Petrakakos, Vice President– Metro Park, NJMr. Petrakakos has been actively involved in numerous global projects which span around theshipping and transportation industries. Additionally, he has led environmental consulting projects forShipowners and Financial Institutions. He holds a Bachelor of Science in Naval Architecture andMarine Engineering from Webb Institute, NY, and a Master of Science, Ocean SystemsManagement from Massachusetts Institute of Technology.
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Contacts
Henry JuanManaging Director, StamfordT +1 646 734 0257M +1 347 281 0345E [email protected]
Seabury Maritime, LLCOne Stamford Landing, Suite 124Stamford, CT 06902United States of America
Patrick BirdManaging Director, EdisonT +1 732 652 9101M +1 917 708 3951E [email protected]
Seabury Maritime, LLC333 Thornall StreetEdison, NJ 08837United States of America
Fernando LehrerExecutive Director, HoustonT +1 832 416 1315M +1 713 819 8864E [email protected]
Seabury Maritime, LLC2211 Norfolk St, Suite 775Houston, TX 77098United States of America
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Any descriptions of the state of public and private capital markets are the opinions of Seabury and are based upon its professional assessment of such markets at a moment in time. Its assessments of marketconditions should therefore not be relied upon in formulating any investment decisions, and the general assessments of such market conditions expressed herein cannot be cited publicly or privately by the Recipientto third parties.
The Confidential Information is given without any liability or obligation accruing to Seabury whatsoever, and is not intended to constitute legal, accounting or tax advice, and no representation or warranty, expressedor implied, is made as to the accuracy, completeness or thoroughness of the contents. The Recipient should consult with its own legal, tax and accounting advisors as to the accuracy of and application of any taxand accounting principles described herein.
Seabury Securities (UK) Ltd is authorised and regulated by the Financial Conduct Authority.
Nikos PetrakakosVice President, EdisonT +1 732 652 9106M +1 732 331 8666E [email protected]
Seabury Maritime, LLC333 Thornall StreetEdison, NJ 08837United States of America