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© 2013 Tricap Partners & Co.
2




                                                       01 | About Us
                                                       02 | Target Market
                                                       03 | Our Services
                                                       04 | Mergers & Acquisitions
                                                       05 | Private Placements
                                                       06 | Our Approach
                                                       07 | Why We’re Unique
                                                       08 | Professionals
                                                       09 | Middle Market Private Equity
                                                       10 | Contact Us


An independent, boutique merchant banking firm
focused on early-stage and middle-market growth
companies, founded to provide this specific market
niche with value added capital and strategic advice.
4


Tricap Partners & Co. is a
merchant banking boutique
providing advisory services to
                                     Tricap Partners & Co. is a merchant banking boutique firm that focuses
early-stage and middle-market        exclusively on early-stage and middle-market growth companies. The
growth companies. Our services       firm advises companies that present considerable growth potential and
include mergers & acquisitions       that seek additional capital or strategic acquisitions to expand and
advice, restructuring advice, and    consolidate their market position.
private placements of debt and       Tricap Partners & Co. believes that it has a unique competitive
equity securities.                   advantage in its target market which is not typically addressed by
                                     larger investment banks. We have found that larger, Wall Street firms
Our clients are early-stage and      rarely allocate the adequate resources to early-stage and middle-
middle-market companies that         market companies. With significant consolidation in the investment
work with us because we              banking industry, few firms provide adequate coverage for this specific
                                     market niche. For us, growth companies are our focus.
understand the unique
characteristics and idiosyncrasies   We leverage our long-standing relationships with financial sponsors,
                                     companies, institutional and non-institutional investors, entrepreneurs
of growth companies. They work
                                     and financial intermediaries in the U.S., Asia, Europe and Latin America
with us because they know that
                                     to assist our client companies in mergers & acquisitions and raising
we bring unparalleled experience,    growth capital, thus allowing these companies to reach their next
senior-level execution and           levels of success.
proven results.
5                                                                                                                       6




    Tricap Partners & Co. works exclusively with early-stage and middle-      Tricap Partners & Co. acknowledges
    market growth companies that require capital or strategic acquisitions    the significant market potential and
    to expand their market position. This would include the following         operating cost-efficiencies of the
    types of companies:                                                       Latin American region as a whole,
                                                                              and we work with companies that
       Early-stage and middle-market growth companies that have a
                                                                              have the potential to operate in the
        demonstrated proof of concept through recognized revenue,
                                                                              region. To us, the opportunities in
       Companies that have successfully raised an initial level of           the Latin American market are
        operating capital from institutional investors or non-institutional   borderless, and we believe that the
        investors such as “Friends & Family” or “Angel Investors,”            optimal means to address this
       Companies that present considerable top-line growth potential         market is on a regional basis.
        through additional capital investment, strategic acquisitions         Therefore, we target companies that
        and/or entry into new geographic markets.                             have the ability to target the rapidly-
                                                                              growing Latin American markets
                                                                              while reducing the risks typically
                                                                              associated with direct investments in
                                                                              Latin America.

                                                                              With offices in New York, Miami and
                                                                              São Paulo, and a group of
                                                                              professionals that have successful
                                                                              operational and transactional
                                                                              experience in early-stage, growth
                                                                              companies, we believe that we have
                                                                              an advantage in this target market.
7                                                                                                                                                  8




                              We work closely with management           Tricap Partners & Co. can be an objective source of strategic advice
                              teams to assess the strategic             that combines operating resources, strategic insight, and financial
                              initiatives that require additional       judgment and perspective. The firm’s professionals understand the
                              capital investment and acquisitions.      issues and concerns facing the management teams of early-stage and
                                                                        middle-market growth companies, and each transaction is structured
                              We advise management on the often
                                                                        to accommodate not just the capital needs of the company but the
                              difficult transition from business
                                                                        growth opportunities and the interests of management. Our strategy is
                              conception to implementation,
                                                                        to provide management with not only the financial but any other
                              addressing the challenges of
                                                                        resources required to develop its objectives.
                              organizational development, market
                              positioning, competitive analysis and     Tricap Partners & Co. enters into a transaction with a patient view
    Mergers & Acquisitions:   financial development. We develop         towards building long-term value. We work directly with management
                              long-term relationships with clients to   to pursue growth strategies that will significantly enhance the value of
      Buyside Advisory
                              focus not on a single transaction but     the business, strategies that entail internal expansion as well as
      Sellside Advisory      on the client company’s overall           strategic acquisitions. We also initiate and guide growth buyouts,
      Restructuring          strategic direction.                      working with management to pursue industry consolidations that
                                                                        result in substantial, new companies.
                              Our experience and network of
    Private Placements:       business contacts enhances a              Growth companies. That’s what we’re about.
      Common Equity          company’s access not only to capital,
                              but to a network of world class
      Preferred Equity
                              management executives and
      Subordinated Debt      entrepreneurs that have been integral
                              in the successful development of
      Senior Debt
                              companies and industries.
9                                                                                                                                                             10




    Our M&A advisory business provides confidential, strategic and tactical     We believe our M&A advisory practice can be differentiated from that of
    advice to early-stage and middle-market growth companies. By virtue         our competitors in the following respects:
    of their size and stage of development, many of our clients are likely to
    require expertise not in a single transaction, but numerous
                                                                                 ●    Objective Advice with a Long-Term Perspective. We seek to
                                                                                      recommend shareholder value enhancement strategies or other
    transactions that can be part of a company’s overall strategic direction.
                                                                                      financial strategies that focus on the long-term success of our
    We work as a partner with strong management teams that have a                     client companies.
    significant personal investment in the company and a clear business
    strategy. Our approach is to work as a trusted senior advisor to top         ●    Transaction Execution & Results. We have advised on more than
    corporate officers and boards of directors, helping them devise                   $100 billion of announced transactions, including acquisitions,
    strategies for enhancing shareholder value. We believe this                       sale processes, mergers, recapitalizations and restructurings.
    relationship-based approach to our M&A advisory business gives us a
                                                                                 ●    Senior-Level Attention & Experience. We bring senior-level
    competitive advantage in serving a distinct need in the market today.
                                                                                      attention to all facets of a transaction, from the initial evaluation
                                                                                      phase to the final stage of executing our recommendations.

                                                                                 ●    Independence & Confidentiality. We do not underwrite
                                                                                      securities, publish securities research, or act as a lender. This
       Business Services
                                                                                      enables us to avoid the potential conflicts that may arise from
       Education
                                                                                      these activities at larger, more diversified competitors.
       Healthcare
       Information Technology
       Logistics & Transportation
       Media & Entertainment
       Retail & Wholesale Distribution
       Telecommunications Services
11                                                                                                                         12




     Tricap Partners & Co. is a market leader in private placements for        Tricap Partners & Co. recognizes the
     early-stage and middle-market growth companies, consistently              importance of a capital structure
     offering issuers and investors innovative products and solutions. We      flexible enough to take advantage of
     structure and execute complex debt, equity and equity-linked offerings    growth opportunities and to endure
     undertaken by clients to finance their businesses, key acquisitions and   the global economic cycles.
     other important strategic initiatives.
                                                                               We understand that financing growth
     Tricap Partners & Co. works with companies where it can add value by      is often a difficult task. The ability to
     providing capital and resources to support management-led initiatives     raise capital for early-stage
     that accelerate growth, upgrade key business processes, and improve       companies can be a continuous and
     productivity.                                                             tiring challenge for many
                                                                               management teams. Our objective is
                                                                               to provide our partners flexibility in
                                                                               achieving their financial and strategic
                                                                               objectives by developing innovative
                                                                               financial structures that similarly
                                                                               attractive to our universe of
                                                                               investors.

                                                                               Tricap Partners & Co. will structure
                                                                               transactions with the objective to
                                                                               maximize returns to its investors,
                                                                               and an essential component of this
                                                                               objective is the appropriate exit
                                                                               strategy for our client companies.
13                                                                                                                                         14




                                    Our approach is driven by the long-
                                    term strategic objectives of our
                                    clients. Our professionals have               ● Tricap Partners & Co. has a very defined focus: we
                                    worked at major investment banks
                                    across Wall Street, where we have
                                                                                    provide objective, high-level financial advisory
                                    seen that the best interests of the             services to early-stage and middle-market growth
                                    client are often secondary to the best          companies.
                                    interests of the investment bankers.

                                    Our reputation is built on providing          ● Unlike larger investment banks across Wall Street,
                                    our clients with knowledgeable                  each of our engagements includes the involvement of
                                    advice. Free from product, research
                                    or client conflicts, our interests are
                                                                                    several senior professionals who bring extraordinary
                                    fully aligned with those of our                 experience in investment banking and private equity.
                                    clients. Tricap Partners & Co. will
                                    structure transactions with the               ● As a merchant bank, our interests are aligned with our
                                    objective to maximize returns to its
                                                                                    client companies. We commit our own capital and
        Raising capital is an       client companies, its shareholders
     extremely difficult process,   and its employees.                              bring third-party capital to our transactions, so we
     especially for growth                                                          don’t do well unless our clients do well.
     companies. It requires the
     right group of professionals
     to get it done successfully.

                                                                  Jack A. Smith
                                          Founder & CEO, The Sports Authority
                                       Operating Partner, Tricap Partners & Co.
15                                                                                                                          16




     Tricap Partners & Co. has assembled a      Tricap Partners & Co. believes that its collective experience provide its
     highly-experienced and qualified team      clients companies with a competitive advantage in the execution of
     with a successful investment and           mergers & acquisitions and debt/equity transactions for early-stage
     operational record in growth companies,    and middle market companies. Our professionals have provided
     both domestically and abroad. Our          investment banking services to a variety of public and private
     professionals have advised clients on      companies ranging in size from family owned-businesses to large
     transactions involving many of the         multi-national corporations worldwide.
     leading companies in the United States
     and Latin America and have access to a      James A. Feeley III              Gregory Gottheimer
                                                  Partner                            Principal
     network of corporate relationships
     throughout the region.                      Mattias M. Graff                 L. Carolina Alvarez
                                                  Partner                            Vice President
     Our professionals have collaborated
                                                 Richard D. Jacobson              Prashan Setty
     with each other as business colleagues       Partner                            Vice President
     and/or partners in a variety of early-
                                                 Eric Saucedo                     Marselen Spencer
     stage and middle-market transactions         Partner                            Vice President
     during the past 15 years, bringing
                                                 Scott B. Sucher                  Claudio Chamorro
     significant managerial and operational       Partner                            Senior Advisor
     experience as well as considerable
                                                 Jack A. Smith                    Patrick Oliver-Kelley, PhD
     transaction experience in the sourcing,      Operating Partner                  Senior Advisor
     origination and execution of early-stage
                                                 Matthew J. Tucker                Thomas P. Wicky
     and middle-market transactions.              Operating Partner                  Senior Advisor
                                                 Tami L. Benanav
                                                  Principal
17                                                                                                                     18




                                              After a few fairly tumultuous years, the middle market private equity
                                              sector looks to demonstrate a significant rebound in 2013.

                                                Beyond the macro factors, many private equity investors have an
                                                 imperative both to buy and sell assets, as funds raised before
                                                 2006 have investment periods that are about to end. By one
                                                 estimate, private equity funds are holding more that US$400 billion
                                                 in uncalled commitments, some of which must be invested or
                                                 returned to limited partners.

                                                Just a few years ago, most domestic middle-market companies did
                                                 not look much beyond their own borders. Today, these same
     Many of the larger                          companies are impacted by global events without ever leaving

     groups have gone                            home, creating tremendous opportunities for private equity groups
                                                 to expand globally, either for add-on acquisitions or entirely new
     downmarket and                              portfolio companies.
     represent a form of                        Leverage is returning to the middle market. Banks are looking for
     competition in the                          ways to put their balance sheets to work, and non-bank lenders are
     middle market that                          aggressively raising new funds and offering financial sponsors
                                                 options that have not been seen in years.
     traditionally wasn’t
     necessarily there.
      Josh Lerner, Harvard Business School
19




     724 Fifth Avenue
     Suite 900
     New York, NY 10019       An independent, boutique merchant
     Tel: 646.502.9710
                              banking firm focused on early-stage
     www.tricappartners.com
                              and middle-market growth
                              companies, founded to provide this
                              specific market niche with value added
                              capital and strategic advice.



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Tricap partners & co

  • 1. © 2013 Tricap Partners & Co.
  • 2. 2 01 | About Us 02 | Target Market 03 | Our Services 04 | Mergers & Acquisitions 05 | Private Placements 06 | Our Approach 07 | Why We’re Unique 08 | Professionals 09 | Middle Market Private Equity 10 | Contact Us An independent, boutique merchant banking firm focused on early-stage and middle-market growth companies, founded to provide this specific market niche with value added capital and strategic advice.
  • 3. 4 Tricap Partners & Co. is a merchant banking boutique providing advisory services to Tricap Partners & Co. is a merchant banking boutique firm that focuses early-stage and middle-market exclusively on early-stage and middle-market growth companies. The growth companies. Our services firm advises companies that present considerable growth potential and include mergers & acquisitions that seek additional capital or strategic acquisitions to expand and advice, restructuring advice, and consolidate their market position. private placements of debt and Tricap Partners & Co. believes that it has a unique competitive equity securities. advantage in its target market which is not typically addressed by larger investment banks. We have found that larger, Wall Street firms Our clients are early-stage and rarely allocate the adequate resources to early-stage and middle- middle-market companies that market companies. With significant consolidation in the investment work with us because we banking industry, few firms provide adequate coverage for this specific market niche. For us, growth companies are our focus. understand the unique characteristics and idiosyncrasies We leverage our long-standing relationships with financial sponsors, companies, institutional and non-institutional investors, entrepreneurs of growth companies. They work and financial intermediaries in the U.S., Asia, Europe and Latin America with us because they know that to assist our client companies in mergers & acquisitions and raising we bring unparalleled experience, growth capital, thus allowing these companies to reach their next senior-level execution and levels of success. proven results.
  • 4. 5 6 Tricap Partners & Co. works exclusively with early-stage and middle- Tricap Partners & Co. acknowledges market growth companies that require capital or strategic acquisitions the significant market potential and to expand their market position. This would include the following operating cost-efficiencies of the types of companies: Latin American region as a whole, and we work with companies that  Early-stage and middle-market growth companies that have a have the potential to operate in the demonstrated proof of concept through recognized revenue, region. To us, the opportunities in  Companies that have successfully raised an initial level of the Latin American market are operating capital from institutional investors or non-institutional borderless, and we believe that the investors such as “Friends & Family” or “Angel Investors,” optimal means to address this  Companies that present considerable top-line growth potential market is on a regional basis. through additional capital investment, strategic acquisitions Therefore, we target companies that and/or entry into new geographic markets. have the ability to target the rapidly- growing Latin American markets while reducing the risks typically associated with direct investments in Latin America. With offices in New York, Miami and São Paulo, and a group of professionals that have successful operational and transactional experience in early-stage, growth companies, we believe that we have an advantage in this target market.
  • 5. 7 8 We work closely with management Tricap Partners & Co. can be an objective source of strategic advice teams to assess the strategic that combines operating resources, strategic insight, and financial initiatives that require additional judgment and perspective. The firm’s professionals understand the capital investment and acquisitions. issues and concerns facing the management teams of early-stage and middle-market growth companies, and each transaction is structured We advise management on the often to accommodate not just the capital needs of the company but the difficult transition from business growth opportunities and the interests of management. Our strategy is conception to implementation, to provide management with not only the financial but any other addressing the challenges of resources required to develop its objectives. organizational development, market positioning, competitive analysis and Tricap Partners & Co. enters into a transaction with a patient view Mergers & Acquisitions: financial development. We develop towards building long-term value. We work directly with management long-term relationships with clients to to pursue growth strategies that will significantly enhance the value of  Buyside Advisory focus not on a single transaction but the business, strategies that entail internal expansion as well as  Sellside Advisory on the client company’s overall strategic acquisitions. We also initiate and guide growth buyouts,  Restructuring strategic direction. working with management to pursue industry consolidations that result in substantial, new companies. Our experience and network of Private Placements: business contacts enhances a Growth companies. That’s what we’re about.  Common Equity company’s access not only to capital, but to a network of world class  Preferred Equity management executives and  Subordinated Debt entrepreneurs that have been integral in the successful development of  Senior Debt companies and industries.
  • 6. 9 10 Our M&A advisory business provides confidential, strategic and tactical We believe our M&A advisory practice can be differentiated from that of advice to early-stage and middle-market growth companies. By virtue our competitors in the following respects: of their size and stage of development, many of our clients are likely to require expertise not in a single transaction, but numerous ● Objective Advice with a Long-Term Perspective. We seek to recommend shareholder value enhancement strategies or other transactions that can be part of a company’s overall strategic direction. financial strategies that focus on the long-term success of our We work as a partner with strong management teams that have a client companies. significant personal investment in the company and a clear business strategy. Our approach is to work as a trusted senior advisor to top ● Transaction Execution & Results. We have advised on more than corporate officers and boards of directors, helping them devise $100 billion of announced transactions, including acquisitions, strategies for enhancing shareholder value. We believe this sale processes, mergers, recapitalizations and restructurings. relationship-based approach to our M&A advisory business gives us a ● Senior-Level Attention & Experience. We bring senior-level competitive advantage in serving a distinct need in the market today. attention to all facets of a transaction, from the initial evaluation phase to the final stage of executing our recommendations. ● Independence & Confidentiality. We do not underwrite securities, publish securities research, or act as a lender. This  Business Services enables us to avoid the potential conflicts that may arise from  Education these activities at larger, more diversified competitors.  Healthcare  Information Technology  Logistics & Transportation  Media & Entertainment  Retail & Wholesale Distribution  Telecommunications Services
  • 7. 11 12 Tricap Partners & Co. is a market leader in private placements for Tricap Partners & Co. recognizes the early-stage and middle-market growth companies, consistently importance of a capital structure offering issuers and investors innovative products and solutions. We flexible enough to take advantage of structure and execute complex debt, equity and equity-linked offerings growth opportunities and to endure undertaken by clients to finance their businesses, key acquisitions and the global economic cycles. other important strategic initiatives. We understand that financing growth Tricap Partners & Co. works with companies where it can add value by is often a difficult task. The ability to providing capital and resources to support management-led initiatives raise capital for early-stage that accelerate growth, upgrade key business processes, and improve companies can be a continuous and productivity. tiring challenge for many management teams. Our objective is to provide our partners flexibility in achieving their financial and strategic objectives by developing innovative financial structures that similarly attractive to our universe of investors. Tricap Partners & Co. will structure transactions with the objective to maximize returns to its investors, and an essential component of this objective is the appropriate exit strategy for our client companies.
  • 8. 13 14 Our approach is driven by the long- term strategic objectives of our clients. Our professionals have ● Tricap Partners & Co. has a very defined focus: we worked at major investment banks across Wall Street, where we have provide objective, high-level financial advisory seen that the best interests of the services to early-stage and middle-market growth client are often secondary to the best companies. interests of the investment bankers. Our reputation is built on providing ● Unlike larger investment banks across Wall Street, our clients with knowledgeable each of our engagements includes the involvement of advice. Free from product, research or client conflicts, our interests are several senior professionals who bring extraordinary fully aligned with those of our experience in investment banking and private equity. clients. Tricap Partners & Co. will structure transactions with the ● As a merchant bank, our interests are aligned with our objective to maximize returns to its client companies. We commit our own capital and Raising capital is an client companies, its shareholders extremely difficult process, and its employees. bring third-party capital to our transactions, so we especially for growth don’t do well unless our clients do well. companies. It requires the right group of professionals to get it done successfully. Jack A. Smith Founder & CEO, The Sports Authority Operating Partner, Tricap Partners & Co.
  • 9. 15 16 Tricap Partners & Co. has assembled a Tricap Partners & Co. believes that its collective experience provide its highly-experienced and qualified team clients companies with a competitive advantage in the execution of with a successful investment and mergers & acquisitions and debt/equity transactions for early-stage operational record in growth companies, and middle market companies. Our professionals have provided both domestically and abroad. Our investment banking services to a variety of public and private professionals have advised clients on companies ranging in size from family owned-businesses to large transactions involving many of the multi-national corporations worldwide. leading companies in the United States and Latin America and have access to a  James A. Feeley III  Gregory Gottheimer Partner Principal network of corporate relationships throughout the region.  Mattias M. Graff  L. Carolina Alvarez Partner Vice President Our professionals have collaborated  Richard D. Jacobson  Prashan Setty with each other as business colleagues Partner Vice President and/or partners in a variety of early-  Eric Saucedo  Marselen Spencer stage and middle-market transactions Partner Vice President during the past 15 years, bringing  Scott B. Sucher  Claudio Chamorro significant managerial and operational Partner Senior Advisor experience as well as considerable  Jack A. Smith  Patrick Oliver-Kelley, PhD transaction experience in the sourcing, Operating Partner Senior Advisor origination and execution of early-stage  Matthew J. Tucker  Thomas P. Wicky and middle-market transactions. Operating Partner Senior Advisor  Tami L. Benanav Principal
  • 10. 17 18 After a few fairly tumultuous years, the middle market private equity sector looks to demonstrate a significant rebound in 2013.  Beyond the macro factors, many private equity investors have an imperative both to buy and sell assets, as funds raised before 2006 have investment periods that are about to end. By one estimate, private equity funds are holding more that US$400 billion in uncalled commitments, some of which must be invested or returned to limited partners.  Just a few years ago, most domestic middle-market companies did not look much beyond their own borders. Today, these same Many of the larger companies are impacted by global events without ever leaving groups have gone home, creating tremendous opportunities for private equity groups to expand globally, either for add-on acquisitions or entirely new downmarket and portfolio companies. represent a form of  Leverage is returning to the middle market. Banks are looking for competition in the ways to put their balance sheets to work, and non-bank lenders are middle market that aggressively raising new funds and offering financial sponsors options that have not been seen in years. traditionally wasn’t necessarily there.  Josh Lerner, Harvard Business School
  • 11. 19 724 Fifth Avenue Suite 900 New York, NY 10019 An independent, boutique merchant Tel: 646.502.9710 banking firm focused on early-stage www.tricappartners.com and middle-market growth companies, founded to provide this specific market niche with value added capital and strategic advice. | |