Sts Firm Overview May 2010 V3

STS Capital Partners | Atlanta
international mergers | acquisitions | advisory Barbados

Chicago

Grand Cayman

Houston

London

Los Angeles

Mexico City

Miami
Presented by:
Montreal
Guy G. Beaudry Robert C. Follows
Nassau
Managing Director Founder
New York
guy@stscapital.com rob@stscapital.com
O: 514 448 4650 M: 314 330 5899 Nice

M: 514 594 0374 San Salvador
Montreal   |   Nassau Barbados   |   London   |   Mexico City Santa Barbara
STS ‐ FIRM OVERVIEW – MAY 2010

St‐Louis

This presentation is solely for the use of
Toronto
the recipient No part of it may be
circulated, quoted or reproduced for   Washington, D.C.
distribution outside the client
organization without prior written
approval from STS Capital.

SOURCE: STS ANALYSIS

SLIDE 1 PROPRIETARY www.stscapital.com
Firm Overview   |   Confidential   |   May 2010 www.stscapital.com

STS Capital Partners |
AN INTERNATIONAL BOUTIQUE INVESTMENT BANKING FIRM SPECIALIZING IN
MERGERS, ACQUISITIONS AND ADVISORY SERVICES FOR MID‐MARKET COMPANIES
IN THE USA, CANADA, LATIN AMERICA, CARIBBEAN, ASIA, AND EUROPE.

• STS is unique in its ability to:
• Identify clients’ strategic requirements; and
Success To
• Position those with investors or target acquisition companies as Significance
alternatives: through
• Drive ultimate value in a strategic transaction Selling to
• Support the client’s vision Strategics

• A team of highly skilled, enthusiastic and disciplined professionals
who provide:
• End‐to‐end services for divestitures, acquisitions and financings
• Strategic advice, direction and project support

• Thorough qualification of potential strategic investors ‐ globally
• Open and honest dialogue throughout the execution of the engagement
• Transparent negotiations to maximize the purchase multiple or, in the
alternative, minimize the purchase price



CONTENTS |

• STS Service Offering

• Why Partner with STS?

• STS’ Typical M&A Process

• Select Biographies



SERVICE OFFERING |
ADDING STRATEGY & MARKETING TO THE M&A EQUATION

• We are an international  Middle Market M&A firm with highly‐skilled industry expertise, research capabilities, and
a high‐quality network of national and international contacts that provide a solid base for completing transactions.
We have special middle market expertise working with family‐owned business in identifying and evaluation
potential sellers, buyers and partners

• STS Capital Partners is experienced in all phases of the M&A process providing services such as market analysis,
financial analysis, capitalization structure, due diligence, memorandum preparation, structuring of transactions,
negotiating, and closing financial terms tailored to our clients needs and capital market demands

• When representing sellers in a middle market merger or divestiture transaction, STS assists its clients in operating
from a position of strength.  By working closely with our client’s senior management team, we assist in sharpening
business strategy and a financial forecast that provides optimal valuation.  STS will discreetly contact only selected
qualified buyers in order to maximize price, improve terms and quickly complete the M&A transaction

• In middle market acquisition transactions representing potential acquirers, STS provides assistance in the initial
strategic planning stages by helping our clients identify the best targets and options.  We assist our middle market
M&A clients in evaluating their alternative strategies including organic growth, merger, acquisition, and/or strategic

partnering.  STS Capital Partners leverages its extensive contact network to the client’s benefit, quietly and
discreetly, in order to preserve confidential relationships and reputations

• In middle market merger transactions, STS helps clients restructure their businesses and assists in developing
realistic plans.  Since these activities are strategic and have long‐lasting consequences, it is critical that the initial
analysis conducted by the firm be objective and thorough



SERVICE OFFERING |
TRANSLATES INTO SIGNIFICANT SOURCES OF VALUE FOR OUR CLIENTS

• STS, acting as intermediary between our clients and potential candidates (buyers or sellers), provides objective
evaluation and screening of potential acquisition/divestiture candidates, coordinates required due diligence
processes, screens out unattractive candidates, and ensures the smooth transition during post‐merger
management

• Through our mediation, clients can avoid the more tedious aspects of the acquisition/divestiture process and
remain focused on day‐to‐day operations

• STS contacts potential acquisition/divestiture candidates, synthesizes company materials (e.g., offering materials),
places follow‐up calls to resolve outstanding questions, and arranges management presentations.  In meetings
orchestrated and attended by STS, potential candidates (or clients) complete one or more management
presentations and responds to detailed questions.  Subsequent due diligence, meetings, or discussions are
arranged with the goal of moving rapidly to a decision/commitment.  In tandem with our clients, we negotiate with
potential acquisition/divestiture candidate(s) and immediately thereafter support client’s legal counsel in drafting
relevant legal documentation including deﬁnitive agreements

• Although markets have, historically, been strong and rapidly growing, today’s dynamic economic environment

makes it a challenge to assess opportunities (on both the buy‐side and sell‐side).  STS’ databases and network of
professionals help to navigate this evolving business landscape.  In addition, increasing industry referrals from
credible sources helps to foster an environment where investment decisions will be made, rather than delayed

• Working with our clients, we identify, qualify, and structure the terms and valuation that will best meet our client’s
speciﬁc requirements



CONTENTS |







WHY PARTNER WITH STS ? |
GLOBAL | PROFESSIONAL | DISCIPLINED | COMMITTED | ALIGNED

• International Reach

• Global Search

• Regional Expertise We identify,
engage,
• Experienced Team qualify and
introduce
• Creative Deal Structuring international
strategic
• Commitment buyers into
the process
• Defined Process of selling
your business
• Readiness

• Alignment



WE ARE TRULY GLOBAL

• International Reach
• STS has formed an international network of reputable and skilled Managing Directors, Associates
and Professionals with experience in a broad range of industry verticals and geographies

• STS’ core mindset is genuinely international; to that end, STS constantly strives to reach way
beyond the initial and more obvious list of potential targets (which are often only local or
regional) in an effort to ensure a truly international reach for the optimal strategic fit and value
creation

• Our global network of 20+ Managing Directors, 340+ exclusive Associates and 50+ professional
support staff members spans the entire globe, with emphasized coverage in the Americas and
Europe



WE SEARCH STRATEGICALLY AND BEYOND EXPECTED VERTICALS

• Global Search
• STS’ mindset is genuinely international – it is global in that it is not focused on one particular
industry vertical

• STS therefore constantly strives to reach way beyond the list of more obvious targets or regular
clients, seeking out investors in adjacencies or others looking for vertical integration or
international players searching for a geographical strategic advantage

• Strategic investors respond to an opportunity because of how it is positioned, not because of who
introduces it

• STS’ process ensures a truly global search for the optimal strategic fit and value creation

• Regional Expertise
• To positively position firms to qualified strategic regional investors



WE ARE PROFESSIONAL, CREATIVE AND COMMITTED

• Experienced Team
• STS Managing Directors have diverse backgrounds, including successful entrepreneurs, former
CEOs or Senior Executives of large organizations and heads of Family Offices
• Each STS Managing Director brings substantial knowledge of business strategy and M&A
• The STS team overall is comprised of highly skilled, enthusiastic and disciplined professionals
you can count on to support your strategic transaction

• Creative Deal Structuring
• Extensive deal structuring experience across industry verticals and geographies

• Commitment
• To understanding our client’s business and strategic objectives
• To presenting our client’s story to the maximum number of potential investors



WE HAVE A BROAD, DISCIPLINED TEAM AND A RIGOROUS PROCESS

• Defined Process
• A defined process that outlines the steps involved in the transaction to ensure our
clients know what to expect
• STS’ back office is supported by experienced, specialized and dedicated staff,
including financial modelers, certified process managers, writers, etc.

• Readiness
• For each project, a team is identified and stands ready to work with our clients

• Alignment
• Full alignment of interests with the client’s through a focus on success‐fee based
compensation



WE HAVE DEEP, FIRMWIDE EXPERTISE IN MOST VERTICALS

Managing Directors’ vertical expertise includes:
• Automotive • Healthcare/Pharmaceuticals
• Banking • Hospitality & Tourism
• Broadcasting • Manufacturing
• Call Centres • Marketing/Marketing Services
• Communications/PR • Mining
• Distribution • Oil & Gas
• Financial Services • Real Estate
• Food • IT / Technology
• Gaming • Telecommunications

• Green Technology • Wireless



CONTENTS |







STS’ TYPICAL M&A PROCESS |
• Define key categories (i.e., market segments) of candidates
1 • Create long list (i.e., database) of candidates, by segment
• Collect & synthesize information (i.e., profiles) on candidates
Identify & qualify
• Develop criteria (e.g., questions) to filter candidates
candidates
• Identify appropriate contacts for each candidate; distribute no‐name “teaser”
to assess level of interest
2 • Prepare interim progress reports on levels of interest and preliminary value
By design, Engage
•
proposition to candidates
Select high‐potential candidates to move‐forward with discussions
our process candidates
• Distribute, negotiate and execute Confidentiality Agreement
brings • Legal counsel edit and approval
3
numerous Execute NDA
•
•
Distribute and discuss confidential materials (i.e., CIM)
Qualify level of interest and “strategic fit”
international Distribute Materials
• Distribute process letter with call for indicative offers
and local • Review and analyze offers; select 2nd round bid
investors to 4 •
•
Create and deliver management presentations
Establish, populate and manage access to virtual data room
the table Conduct • Draft and distribute draft sale and purchase agreement (SPA)
Auction • Request 2nd round bids, conditions to offer, comments on SPA

• Select preferred purchaser(s)
5 • Facilitate final due diligence
Conduct • Request last and final bid, including key provisions of earn‐out
due diligence • Negotiate final sale and purchase agreement
• Certify financing arrangements and complete closing process

6 Closing



CONTENTS |







ROBERT C. FOLLOWS |
A SUCCESSFUL GLOBAL LEADER, ENTREPRENEUR AND FIRM FOUNDER

• Available for strategy consultations throughout process and to engage strategic investors.
• Senior level contact very focused on discussions within executive circles.
• Deep experience in marketing, strategy and negotiations.
• 27 years ago launched AIM (Active Impressions Marketing), a market leading advertising and promotion
firm in Canada.  He led the growth of AIM to the point where it won more awards than any other agency
in Canada.  With the emergence of NAFTA, sold AIM to Maritz Inc.
• Started off as president of Maritz to lead the turnaround of all of the divisions of the $3B Maritz
organization in Canada.  He then moved to the US to lead international strategy, then to Mexico City to
lead Maritz Latin America.  After leading the turnaround for Latin America, he moved to London and Paris
becoming the Chairman of Maritz Europe and all of Maritz International.
• While living in London, he entered a PhD program at Oxford University in advanced strategy, while
updating on corporate finance.
• Recipient of many international awards for leadership and brings his passion for marketing, vision, and

positioning to help clients leverage their assets through ensuring they combine a focus on strategy and
strong positioning while at the same time leveraging finance.
• Has dedicated much of his life to philanthropy and social enterprise.
• You can find more information on Rob at www.stscapital.com/bio‐robfollows.html.



GUY G. BEAUDRY |
A PRAGMATIC AND EXPRIENCED BUSINESS STRATEGIST
• Over 27 years of business experience in the Technology, Telecom, Financial Services and International
Family Office management industries.
• Previously with Groupe Videotron, a key member of the Corporate Office and then Chairman & CEO of a
Wireless Telecom operation in California, Washington State and Florida.
• Previous experience also includes SVP & Chief Planning Officer role with Canada’s Business Development
Bank; member of the Senior Executive Team and also member of the Investment Committee overseeing
Venture Capital investments.
• Deep experience in M&A, Strategy, Corporate Governance, Corporate Affairs, Corporate Troubleshooting
and International Negotiations.
• Lived in Silicon Valley and operated a US$250M turnaround of innovative wireless telecom company.
• Experienced with venture capital and highly complex, often international transactional matters.
• Started career as Associate with Martineau Walker and then became General Counsel at publicly traded
computer manufacturer Comterm Inc.
• Provides advice and counsel for international transactions.

• Alumni of Canada’s Top 40 Under 40 business award.
• Holds LL.B. , licensed to practice law.
• Based principally in Montreal, Canada and Nassau, Bahamas.
• You can find more information on Guy at www.stscapital.com/bio‐guybeaudry.html



VALUE PROPOSITION SUMMARY |

Value add
•Experienced Managing Directors
•Strategy & Marketing = Strategic investors
•Soft auction process = Value Enhancement

Process strength
•High Level Contacts
•Worldwide Databases
•50+ Professionals On Staff

International
•20+ Managing Directors in 16 Cities

•340+ Associates Worldwide

Absolute Confidentiality



Sts Firm Overview May 2010 V3

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