Aramis Partners: F&B Investment Insights
Aramis Partners: F&B Investment Insights
> Home
Aramis Partners focuses on private equity, corporate finance and joint ventures & partnerships in the Middle East region
We seek to invest in attractive credit and equity opportunities and introduce global businesses to the region through joint ventures and
Aramis Partners operates its Private Equity and Corporate Finance businesses through Aramis Partners Limited which is an entity bas
The JVs and Partnerships business is operated through Aramis Alpha Trading LLC, a UAE licensed entity
> People
>> Board of Directors:
The Aramis Partners' Board has significant experience across investments, portfolio management, corporate finance advisory and ope
ited which is an entity based in DIFC and regulated by the Dubai Financial Services Authority
alue opportunities in the Middle East region, where the firm has priveleged access
for Abu Dhabi's eastern province, Chairman of Abu Dhabi Department of Transport, Chairman of Abu Dhabi National Exhibitions Company, Managing Dire
vestment Authority and Member of the Editorial Advisory Board of MSCI Barra.
nagement team
> Dataroom
Sample Dataroom Index:
Organization and Structure:
> Corporate organizational chart
> Board of directors meeting minutes
Financial Information:
> Audited financial statements
> Financial model
Operational Overview:
> Contracts and agreements
> Machinery and equipment leases
R&D:
> Contracts and agreements
> Machinery and equipment leases
Suppliers:
> Top 10 suppliers
> Supplier agreements
Products and Markets:
> Top 10 Competitors
> Market Consulting Reports
Sales and Marketing:
> Top 10 Customers
> Customer Agreements
Intellectual Property:
> List of patents, trademarkets and copyrights
> Software license agreements
Management and Employee Matters:
> Employee agreements/benefits
> Employee options details
Property Overview:
> Summary of owned/leased real estate
> Deeds, mortgage documents and leases
Insurance:
> List of insurance policies
> List of insurance claims
Environmental Matters:
> List of environmental issues
> Compliance certificates
Litigation:
> List of pending or threatened litigation
> List of judgements and settlements
Legal Documentation:
> Charters, Bylaws
> Governmental regulations and filings
Debt:
> List of outstanding debt
> Credit agreements and incentives
Regulation:
> List of appropriate regulatory agencies
> List of any necessary permits
First marketing document presented to prospected buyers
Designed to inform buyers and generate sufficient interest for them to do further work and potentially submit a bid
Usually a brief one/two page synopsis of the target, including:
> Company overview
> Investment highlights
> Summary Financial Information
> Company Overview
> Information for the bankers running the sell-side process so that interested parties may respond
CIM is a detailed written description of the target (50+ pages) that serves as the primary marketing document for the target in an auction
The deal team in collaboration with the target's management spends significant time and resources drafting the CIM
Like Teasers, CIMs vary in terms of format and content depending on situation specific circumstances
CIM typicaly includes an executive summary, investment considerations, and detailed information about the target as well as sector, custome
Legally binding contract b/w the target and prospective buyer that governs the sharing of confidential company information
The CA is typically drafted by the target's counsel and distributed to prospective buyers along with the teaser, with the understanding that the
ion and should be treated as confidential and used solely to make a decision regarding the proposed transaction
formation provided, also prohibits disclosure that the 2 parties are in negotiations
shares, or seeking to control/influence the target's managmeent, board of directors or policies
w/o prior consent of the target (In order to preseve a competitive environment)
Generally contains a broad base of essential company information, documentation and analyses
Designed to provide a comprehensive set of information relevant for buyers to make an informed investment decision
Also allows the buyer to do a more detailed confirmatory due diligence prior to consummation of a transaction
t for the target in an auction
target as well as sector, customers and suppliers (on an anonymous basis), operations, employees, facilities and management
esentation as well as key messages and preparation of answers for likely questions
ny information
, with the understanding that the receipt of more detailed information is conditioned on execution of CA
tions of interest ("first round bids")
2x your money Y1 Y2 Y3 Y4
Actual 41.4% 26.0% 18.9%
Rule of 75 75 25.0% 18.8%
3x your money Y1 Y2 Y3 Y4
Actual 73.2% 44.2% 31.6%
Rule of 130 130 43.3% 32.5%
4x your money Y1 Y2 Y3 Y4
Actual 100.0% 58.7% 41.4%
Rule of 160 160 53.3% 40.0%
#-1 Y1
Square root Y2
75 - 130 - 160 Divide by # yrs for IRR
2x - 3x - 4x Y3 - Y5 3 4
/2 /2
75 2X 2x 25.0 18.8
130 3X 3x 43.3 32.5
160 4X 4x 53.3 40.0
Assumptions needed:
Entry Multiple
Exit Multiple
Baseline for Multiples
Revenue (if EBITDA is not given directly)
EBITDA margin (if $ amount not given directly)
D&A ($/%)
Capex ($/%)
Debt/Equity split - financing
Interest %
Terms of mandatory Debt Repayment
Estimated Change in NWC
Cash Taxes
Geographic Expansion:
Large MENAP markets for proximity & scale
Countries with:
(a) strong macroeconomic fundamentals
(b) growing consumption patterns
(c) political stability
Category Expansion:
Branded F&B categories with supporting platforms to gain scale
Category tailwinds driven by favorable consumer demographics and trends
World-class category expertise in Agthia's top team
3 core enablers:
cultural alignment
communication management
business continuity
Status Quo We can all agree that something has changed or that the current situation is a bad situation
Problem Why does that change/situation create a problem
Opportunity What if we are right - what if they could - what if we could
Solution How do you solve the problem you just outlined (contextual differentiation)
Product What do you unlock? Describe the product, the secret sauce -- what do you in the value equation ==> value = (outc
Value proposition Case studies // identification of ideal customer profile
Traction So far we have accomplished… // milestones, KPIs, position on TRL/BRL
Business Model This is how we make money - revenue model, pricing, average account size/LTV, sales distribution model, custome
GTM strategy FWDR - Find / Win / Deliver value / Retain -- all in a repeatable and scalable way
Expansion/Growth PMF x 10 similar segments --> capex efficient growth
Market Opportunity TAM/SAM/SOM
Competition Outcome/Confidence x Delay/Effort
Advantage Competitive differentiation that comes over time - what makes you defensible // network effects, high switching cos
Team Why are you the right people to do this - Founders/Management/Board of directors/advisors - future onboarding
Financials 3-5 years of P&L, BS, CFS, cap table, the deal
Ask & Use of FundsHow much money do you need / what will you do with it Milestones that you aim to reach with this money
Most common option for M&A transactions has been use of completion accounts - and they're still in use in large parts of world
In recent years however, the locked box mechanism has grown in popularity due to a strong seller's market, an increased market dema
Key questions:
Are you the buyer or seller and is private equity involved?
Is there volatility in WC/target performance?
Is work required for ongoing management of the business until completion?
What is the potential for a dispute?
Is there a need for swift closure at completion?
Y5
14.9%
15.0%
Y5
24.6%
26.0%
Y5
32.0%
32.0%
5
times 2 / 10
15.0
26.0
32.0
A funnel approach to prioritize geographic expansion: A funnel approach to prioritize category expansion:
Market Size Market Size
Demand and Supply Fundamentals Growth Potential
Availability of Acquisition Targets Customer Proposition / Value Added Concept
Competitive Landscape Master Brand Potential
Regulatory Framework Size of Opportunity
Valuations Competitive Landscape
Replicable Model
s a bad situation
cked box not preferred where WC/performance of target is subject to volatility <<something that can't be hedged against in SPA>>
ze category expansion:
Added Concept
or any undue leakage or extraction of value from the business that takes place during the locked box period
pens during the locked box period
nst in SPA>>
MERGER MODEL - STEP BY STEP
The % mix is decided by how much cash you can afford to use, how much debt/stock you can afford to issue, the structure of recent de
Buyers generally prefer to pay with 100% cash - it’s the cheapest option since the interest rate on cash is lower than the interest rate o
The cost of issuing equity depends on the P/E multiples of the buyer and seller - but is almost always more expensive than cash/debt
Multiple the combined pre-tax income by (1-Buyer's tax rate) to get to the combined net income
not sellers tax rate or a combination of buyers and sellers tax rate
Finally, add new shares issued to buyer's shares outstanding, and divide Net income by the new share count to determine EPS
Don't add sellers shares outstanding: They get wiped out in the acquisition
Other BS adjustments:
Adjust the value of sellers' PPE and other assets
Usually reset the sellers existing goodwill and write it down to 0
Deferred Tax Liabilities due to the adjustments to PPE and other assets
May write off the sellers existing DTLs
Goodwill vs Other Intangible Assets - Goodwill is not amortized unless there is an impairment charge, other intangible assets amortize
Current Assets: Add most of these items, and subtract any cash the buyer uses to acquire the seller
Long-Term Assets: adjust the PPE up/down, adjust Goodwill and Other Intangibel Assets based on figures before
Current Liabilities: Add everything here, adjust Debt based on debt raise/paydown
Long-Term Liabilities: Add most items here, adjust/subtract based on debt raise/paydown
Shareholders Equity: Wipeout Sellers shareholders' equity, add $ value of new shares issued by buyer
Normally you'd create sensitivity tables at different purchase prices, transaction structures and purchase methods
% stock
Purchase price per share
an existing asset - your company - to buy something else
ssue, the structure of recent deals in the market, what are the company's upcoming plans are (expansion? Buying a new factory? Raising debt?)
rs' equity is also wiped out and goes to zero - as it no longer exists as an independent entity
r the premium that a buyer has paid above the seller's Shareholders' Equity
her intangible assets amortize over time, reflecting how they expire
Assets, you need to reflect the new D&A expense on the combined Income Statement
x x LBO MODEL
> Transaction Assumptions
Entry Multiple 12.0x
Exit Multiple 12.0x
Tax Rate 40.0%
% Management Rollover 15.0%
% Options - Management 10.0%
Asset Writeup 15.0%
Financing Fees 2.0%
Transaction Fees $ 20.0
Minimum Cash Balance $ 5.0
Amort. Yrs. 10.0
Drawdown/Repayment - Revolver - - -
Drawdown/Repayment - TLA (1,127.3) (1,416.7) (1,759.5)
Drawdown/Repayment - SN - - -
Cash Flow from Financing Activities (1,127.3) (1,416.7) (1,759.5)
>> SN - - -
Beginning Balance 5,000.0 5,000.0 5,000.0
Less: Drawdown/Repayment - - -
Ending Balance 5,000.0 5,000.0 5,000.0 5,000.0
Interest Expense 400.0 400.0 400.0
Interest Rate 8.0% 8.0% 8.0%
>> PIK
Beginning Balance 3,750.0 4,125.0 4,537.5
Plus: PIK Interest 375.0 412.5 453.8
Ending Balance 3,750.0 4,125.0 4,537.5 4,991.3
Interest Expense 375.0 412.5 453.8
Interest Rate 10.0% 10.0% 10.0%
IRR 28.1%
MOIC 3.4x
>> MOIC
Exit Multiple ►
3.4 10.0x 11.0x 12.0x 13.0x
Entry Multiple ▼ 10.0x
11.0x
12.0x
13.0x
14.0x
2027E 2028E 10.0x $ 10.0 10.0% 10.0
10.0x $ 10.0 10.0% 10.0
30,000.0
20.0
325.0
5.0
$ 30,350.0
Amort ($)
375.0
(150.0)
12,861.8 14,019.4
6,430.9 7,009.7
(2,100.0) (2,000.0)
4,330.9 5,009.7
(257.2) (280.4)
(375.0) (375.0)
(526.9) (366.1)
(499.1) (549.0)
(32.5) (32.5)
2,640.2 3,406.6
(1,056.1) (1,362.7)
$ 1,584.1 $ 2,044.0
8.0% 9.0%
50.0% 50.0%
2,100.0 2,000.0
2.0% 2.0%
40.0% 40.0%
Adjustments
Pre-Txn + - Post-Txn
5.0 5.0 - 5.0 - 5.0
1,929.3 2,102.9 1,500.0 - - 1,500.0
4,964.0 5,104.2 4,500.0 - - 4,500.0
22,750.0 22,750.0 2,000.0 22,750.0 (2,000.0) 22,750.0
2,250.0 1,875.0 - 3,750.0 - 3,750.0
195.0 162.5 - 325.0 - 325.0
$ 32,093.3 $ 31,999.6 $ 8,000.0 $ 32,830.0
54.8 54.8
73.0 73.0
1,584.1 2,044.0
257.2 280.4
375.0 375.0
499.1 549.0
32.5 32.5
(150.0) (150.0)
(142.9) (173.6)
95.3 115.8
2,550.3 3,073.0
(385.9) (420.6)
(385.9) (420.6)
- -
(2,164.5) (1,032.0)
- (1,620.5)
(2,164.5) (2,652.4)
$ - $ -
3% 3%
2,164.5 2,652.4
(75.0) (75.0)
2,089.5 2,577.4
- -
2,089.5 2,577.4
(2,089.5) (957.0)
- 1,620.5
- (1,620.5)
$ - $ -
2,089.5 2,577.4
- -
- -
- -
- -
7.0% 7.0%
2,500.0 2,500.0
2,500.0 2,500.0
2,089.5 2,577.4
3,196.5 1,032.0
(75.0) (75.0)
(2,089.5) (957.0)
1,032.0 -
126.9 31.0
6.0% 6.0%
- 1,620.5
5,000.0 5,000.0
- (1,620.5)
5,000.0 3,379.5
400.0 335.2
8.0% 8.0%
4,991.3 5,490.4
499.1 549.0
5,490.4 6,039.4
499.1 549.0
10.0% 10.0%
- -
1,032.0 -
5,000.0 3,379.5
5,490.4 6,039.4
$ 11,522.3 $ 9,418.9
- -
126.9 31.0
400.0 335.2
526.9 366.1
499.1 549.0
$ 1,026.0 $ 915.2
5,009.7
12.0x
- 60,116.4
(9,418.9)
5.0
$ - $ 50,702.4
50,702.4
(30,000.0)
20,702.4
10.0%
$ 2,070.2
68.1%
12.9%
48,632.2
33,111.3
6,279.6
31 Dec 27 31 Dec 28
- 33,111.3
14.0x
14.0x
2023 A 2024 E 2025 E 2026 E
x x LBO MODEL
> Transaction Assumptions
Entry Multiple 12.0x
Exit Multiple 12.0x
Minimum Cash Balance $ 5.0
Transaction Fees $ 20.0
Tax Rate 40.0%
Financing Fees 2.0%
% Asset Writeup 10.0%
% Management Rollover 15.0%
% Options - Management 10.0%
Amort yrs. 10.0
Drawdown/Repayment - Revolver - - -
Repayment - TLA (888.7) (1,147.8) (1,408.9)
Repayment - SN - - -
Cash Flow from Financing Activities (888.7) (1,147.8) (1,408.9)
>> SN - - -
Beginning Balance 4,000.0 4,000.0 4,000.0
Less: Repayment - SN - - -
Ending Balance 4,000.0 4,000.0 4,000.0 4,000.0
Interest Expense 320.0 320.0 320.0
Interest Rate 8.0% 8.0% 8.0%
>> PIK
Beginning Balance 3,000.0 3,315.8 3,664.8
Plus: PIK Interest 315.8 349.0 385.8
Ending Balance 3,000.0 3,315.8 3,664.8 4,050.6
Interest Expense 315.8 349.0 385.8
Interest Rate 10.0% 10.0% 10.0%
>> IRR
31 Dec 23 31 Dec 24 31 Dec 25 31 Dec 26
Cash Flow - Sponsor (7,685.0)
IRR 30.3%
MoM Multiple 3.8x
24,000.0
260.0
20.0
5.0
$ 24,285.0
Amort ($)
130.0
(52.0)
11,810.8 12,165.1
5,905.4 6,082.6
(2,500.0) (2,375.0)
3,405.4 3,707.6
(236.2) (243.3)
(130.0) (130.0)
(26.0) (26.0)
(423.2) (304.4)
(426.4) (471.3)
2,163.6 2,532.6
(865.5) (1,013.0)
$ 1,298.2 $ 1,519.6
3.5% 3.0%
50.0% 50.0%
2,500.0 2,375.0
2.0% 2.0%
40.0% 40.0%
Adjustments
Pre-Txn + - Post-Txn
5.0 5.0 - 5.0 - 5.0
8,267.6 8,515.6 7,000.0 - - 7,000.0
10,446.9 10,568.6 10,000.0 - - 10,000.0
780.0 650.0 - 1,300.0 - 1,300.0
12,220.0 12,220.0 6,000.0 12,220.0 (6,000.0) 12,220.0
156.0 130.0 - 260.0 - 260.0
$ 31,875.5 $ 32,089.2 $ 23,000.0 $ 30,785.0
255.5 255.5
438.0 438.0
1,298.2 1,519.6
236.2 243.3
130.0 130.0
26.0 26.0
426.4 471.3
(52.0) (52.0)
(279.6) (248.0)
239.6 212.6
2,024.8 2,302.7
(354.3) (365.0)
(354.3) (365.0)
- -
(1,670.5) (884.1)
- (1,053.6)
(1,670.5) (1,937.7)
$ - $ -
3.0% 3.0%
1,670.5 1,937.7
(60.0) (60.0)
1,610.5 1,877.7
- -
1,610.5 1,877.7
(1,610.5) (824.1)
- 1,053.6
- (1,053.6)
$ - $ -
1,610.5 1,877.7
- -
- -
- -
- -
8.0% 8.0%
2,000.0 2,000.0
2,000.0 2,000.0
1,610.5 1,877.7
2,554.7 884.1
(60.0) (60.0)
(1,610.5) (824.1)
884.1 -
103.2 26.5
6.0% 6.0%
- 1,053.6
4,000.0 4,000.0
- (1,053.6)
4,000.0 2,946.4
320.0 277.9
8.0% 8.0%
4,050.6 4,477.0
426.4 471.3
4,477.0 4,948.2
426.4 471.3
10.0% 10.0%
- -
884.1 -
4,000.0 2,946.4
4,477.0 4,948.2
$ 8,477.0 $ 7,894.6
- -
103.2 26.5
320.0 277.9
423.2 304.4
426.4 471.3
$ 849.5 $ 775.6
3,707.6
12.0x
$ 44,490.7
44,490.7
(24,000.0)
20,490.7
10.0%
$ 2,049.1
68.1%
31.9%
28,902.5
13,539.2
31 Dec 27 31 Dec 28
28,902.5
14.0x
14.0x