New debt advisory team in Italy Debt advisory services - Syncap

Second quarter 2009
CLAIRFIELD REVIEW
A publication of Clairfield Partners: leaders in mid-market M&A and corporate finance in Europe, the USA, and Australia
Clairfield further expands in the U.S.
McColl Partners, a premier American midmarket firm, joins Clairfield Partners
Clairfield Partners has increased
its presence worldwide with the
addition of a new partner firm
in the United States to complement its
existing office in New York City. McColl
Partners (www.mccollpartners.com)
is an independent corporate finance
firm specializing in providing advisory
services to middle-market companies.
With significant experience working
with entrepreneurs, family-owned businesses,
public companies, and divisions
of large corporations, McColl is dedicated
to offering strategic advice and assistance
to its clients regarding mergers and
acquisitions and private capital-raising
assignments.
McColl Partners is headquartered in Charlotte,
North Carolina, and has offices in
Dallas, Texas, and Atlanta, Georgia. The
firm offers special expertise in the fields
of business services, consumer products,
healthcare, financial services, industrials
& building products, and private equity
sponsors.
McColl Partners was founded by Hugh
McColl, former chairman and CEO of
Bank of America. Under Mr. McColl’s
stewardship, Bank of America became the
largest banking institution in the United
States with $610 billion in assets, $352 billion
in deposits, and $49 billion in shareholders’
equity. Mr. McColl is currently
chairman of The McColl Group LLC,
parent of McColl Partners.
The McColl Partners team at the company headquarters in Charlotte, North Carolina
Since its founding in 2001, McColl Partners
has closed over 100 transactions with
total enterprise value over $7.5 billion,
and has remained an independent firm
owned solely by its partners.
Crosby O’Hare, senior partner and cofounder
of Clairfield Partners LLC in New
York, led the search for a complementary
partner in the United States. “Clairfield
is truly a partnership of close-knit firms,
and therefore the search for a new partner
to provide additional coverage in the
United States was a long and considered
one. McColl was the perfect choice for us
with a national presence in the United
States, thorough industry knowledge, and
senior-level involvement in all deal flow.
This is the very successful philosophy
used at all Clairfield Partners firms,” says
Mr. O’Hare.
David Vorhoff is managing director at Mc-
Coll Partners. “We at McColl Partners believe
that crossborder business activities
will be an increasingly important factor
in the success of middle-market companies,”
says Mr. Vorhoff. “Our clients need
access to global markets and our partnership
with Clairfield links us and our clients
to the leading independent advisory
firms in countries across Europe and in
Australia. This partnership will significantly
enhance our ability to present insightful
and compelling opportunities to
our clients that go well beyond our nation’s
borders.”
Debt advisory services at Clairfield
In the current economic downturn,
more and more companies are facing
financial and strategic challenges.
Securing new debt financing or refinancing
current debt in the midst of the
credit crunch is a difficult if not seemingly
impossible task. For some companies,
this situation has resulted in insolvency
while other companies have successfully
restructured. In this climate, Clairfield
Partners firms are experiencing a surge in
demand for debt advisory services.
“We are seeing significantly increasing
interest from operationally sound, even
profitable, companies who suddenly
find that they cannot extend their debt
facilities on reasonable terms,” says
Albert Schander, founder and partner
of Clairfield’s German partner SynCap
Management. SynCap has had a unit
dedicated to financial recovery, debt
restructuring, and distressed M&A since
its establishment in 2000. In the current
market environment, these services have
become even more important and SynCap
is planning to expand this division. “Debt

SPOTLIGHT
Debt advisory services (continued)
advisory dovetails with our role as financial advisors and sector
experts. Not all clients are necessarily financially distressed,
but it pays to think ahead and forestall potential problems with
an analysis of a company’s capital structure.”
Clairfield Partners Boer &Croon in the Netherlands and Mc-
Coll Partners in the USA also have debt advisory divisions,
while Carlton Partners in the UK has recently appointed a
new managing director with expertise in debt recovery (see
back cover). All Clairfield Partners firms offer capital management
advice and raising debt financing as part of their M&A
services.
Boer & Croon’s corporate recovery team is comprised of financial
and sector experts with extensive experience. When
needed, this team is supplemented by an interim manager at
the distressed company.
“The role of the debt advisor is to review the client’s underlying
financial structure and determine objectives and strategies to
reach the optimal level of debt,” says Rob van der Laan, CEO of
Boer & Croon. “This may involve negotiating with current lenders,
raising new debt or capital, or completing a sale of assets
New debt advisory team in Italy
Clairfield Partners in Italy, K Finance, has expanded its debt
advisory practice in response to the the increasing market
demand for debt restructuring services. The new team is composed
of three experienced professionals.
Martino Brioni is executive director of the new practice. He
has worked in corporate banking and corporate finance at S.G.
Warburg, Citibank, Rabobank, and ABN Amro/Antonveneta as
director and managing director. In this capacity he was responsible
for corporate banking, structured finance, private equity,
leveraged finance, and large corporate activities. He also acted
as group CFO and board member of leading corporate groups.
Nicolas Diers and Mauro Gambaro are senior advisors at the
new practice. Mr. Diers spent many years as country manager
in Credit Lyonnais Italia. For the last four years he has been
managing director and senior country manager for Natixis
Banque Italia. He grew Natixis Italia to about €100 million
in the most efficient and value-maximizing manner. Confidentiality
and discretion is key. We offer a unique combination of
advisory, corporate finance, and management. Through these
three core activities, we can provide strategical thinking as well
as implementation power.”
In one case last year, Renal, an Italian real estate company,
restructured its debt with a new 20-year loan of €18.8 million
financed by Fortis Bank. The new loan replaced the existing
financial debts Renal had with other banking institutions.
“Renal has €60 million of assets under management, consisting
of both commercial and residential buildings, so in spite of the
end of the housing bubble, this is is a company with solid financials
behind it,” says Giuseppe R. Grasso, partner and founder of
Clairfield’s Italian partner K Finance. “This transaction allowed
Renal both to extend the repayment period of the financial debt
and to decrease its costs. Our role was to advise the company
on all its options, search for the best debt provider, and arrange
the financing.”
The financial downturn will reach its end eventually, but the
goal of debt advisory and restructuring to create greater value
for a company is a useful service in any financial climate.
global revenues in corporate and investment banking (including
structured finance - LBO projects, etc. - and debt origination/
capital markets).
Mr. Diers is also CEO of MPK Rating, the K Finance fully-owned
subsidiary active in external credit-rating assessment.
Mauro Gambaro has more than 35 years of experience in the
financial sector and was managing director of Interbanca for
more than seven years. After two years as general manager of
F.C. Internazionale Milano soccer team, he is now a corporate
finance advisor. Mr. Gambaro is also the Italian representative
of Paul Capital Advisors, a leading investor in the secondary
private equity market who acquires limited partner interests
as well as a portfolio of direct equity interests in private
companies.
This talented and experienced team will enhance Clairfield’s
role in the growing debt advisory market in Italy and abroad.
2 Clairfield Review Q2 09

Career Step
completed a management
recapitilization with
DW Healthcare Partners and
BB&T Capital Partners
McColl Partners
Boer & Croon
Acquisition
Australia
Hastings Deering
acquired
IML International
InterFinancial Limited
Market recapitalization
USA
Acquisition
Netherlands
Dresdner VPV
acquired
Franke & Partners
Clairfield Review Q2 09
SELECTED RECENT TRANSACTIONS
Clairfield Partners in Australia
(InterFinancial) advised Hastings
Deering in its acquisition of IML
International.
Hastings Deering distributes
Caterpillar and Driltech equipment
throughout Queensland, the
Northern Territory, Papua New
Guinea, the Solomon Islands, and
New Caledonia through its branch
network. Hastings Deering
is a subsidiary of Malaysianlisted
Sime Derby Berhad. IML
International supplies training,
safety and consulting services
to the mining, construction, and
sugar industries.
McColl Partners advised Career
Step LLC in its management
recapitalization with DW
Healthcare Partners and BB&T
Capital Partners, LLC.
Career Step is a leading provider
of online healthcare education
courses, such as medical
transcription and medical
coding. DW Healthcare Partners
is a private equity firm focused
exclusively on the healthcare
industry. BB&T Capital Partners,
LLC, is a private equity firm that
invests in privately-held middlemarket
businesses.
Clairfield Partners in the
Netherlands (Boer & Croon) acted
as exclusive financial advisor
to Dresdner in its acquisition of
Franke & Partners.
Both Dresdner VPV and Franke
& Partners are Dutch companies
active in the field of personal
wealth management. Dresdner
VPV’s strategy is to become the
largest personal wealth manager
in the Netherlands, focusing on
high-net-worth individuals and
foundations. Franke & Partners is
located in the Maastricht area.
McColl Partners
McColl Partners
RT Dooley
was sold to
Balfour Beatty Construction
Boer & Croon
Sale
USA
Sale
USA
a division of
was acquired by
management
Acquisition
Netherlands
Dresdner VPV
acquired
De Vries & Co
McColl Partners, one of Clairfield’s
US partners, advised RT Dooley
Construction Company in its sale
to Balfour Beatty Construction,
a division of U.K.-based Balfour
Beatty plc.
RT Dooley, headquartered in
Charlotte NC, is one of the top
construction managers in the
southeast USA, specializing in
corporate headquarters and
interiors, and mission-critical
infrastructure work. Balfour
Beatty is a global construction,
engineering, and investment
services business with more than
$14 billion in annual revenue.
McColl Partners advised The Briar
Company LLC in a management
buyout.
Briar, based in Orlando FL, is a
total-site-development contractor
for residential, commercial, and
municipal construction projects
in central Florida. Briar’s
services include site clearing
and excavation; underground
utility installation and repair;
and preconstruction preparation
for roadway and sidewalk
construction.
Boer & Croon acted as exclusive
financial advisor to Dresdner in its
acquisition of De Vries & Co.
Both Dresdner VPV and De Vries
& Co are Dutch companies active
in the field of personal wealth
management. Dresdner VPV’s
strategy is to become the largest
personal wealth manager in the
Netherlands, focusing on high-networth
individuals and foundations.
De Vries & Co is located in “Het
Gooi” where Dresdner was looking
to strengthen its position.
3

4
New colleagues
Marc Potel
Charles Keay
Carlton Partners, Clairfield Partners firm in the UK,
recently made two new appointments.
Marc Potel has been named managing director.
Mr. Potel spent the last eleven years at Citigroup
Global Markets, most recently as a managing
director responsible for capital goods coverage.
Mr. Potel has been involved in many transactions
in the industrial sector, including the sale of AGA
Foodservice Equipment to Ali Group, the sale of
Trico to Kohlberg and Company, the IPO of Fluidra
and the acquisition of Reg Vardy by Pendragon. Mr.
Potel is a qualified accountant, having trained at
KPMG. He achieved a First in mathematics from
Bristol University.
Charles Keay joins Carlton Partners as managing
director from Rothschild’s where he worked for 28
years, most recently as head of property lending.
CLAIRFIELD PARTNERS
www.clairfield.com
intuitucapital
Australia
345 Queen Street
Level 34
Brisbane Q4000
Tel: +61 07 3218 9100
Fax: +61 07 3218 9199
www.interfinancial.com.au
France
Place Vendôme
356 rue Saint Honore
75001 Paris
Tel: +33 1 40 20 12 34
Fax: +33 1 40 20 12 35
www.intuitu.com
Germany, Belgium
Mendelssohnstrasse 72
D-60325 Frankfurt am Main
Tel: +49 69 707 969 60
Fax: + 49 69 707 969 99
www.syncap.de
Italy
Via Durini 27
20122 Milano
Tel: +39 02 763 948 88
Fax: +39 02 763 109 67
www.kfinance.com
The Netherlands
Amstelveenseweg 760
1081 JK Amsterdam
Tel: +31 20 301 4350
Fax: +31 20 301 4359
www.boercroon.nl
Spain
Diagonal 520, 6-5
08006 Barcelona
Tel: +34 93 487 0330
Fax: +34 93 215 8186
www.coram-clairfield.com
Sweden
Nybrokajen 7
111 48 Stockholm
Tel: +46 8 566 133 90
Fax: +46 8 566 133 92
www.nrpartners.se
In this capacity, he lead a team of 15 professionals
with responsibility for managing an on-balance
sheet portfolio of £900 million and off balance
sheet portfolio of £2 billion. Notable transactions
include negotiation and structuring of the purchase
of 51% of Lanebridge Investment Management
and negotiation and structuring of the purchase
of property development loan business of Henry
Ansbacher.
Previously Mr. Keay was head of debt capital
markets for six years where he built and managed
a debt advisory/restructuring business that worked
closely with the bank’s M&A and private equity
house teams to provide independent debt advice on
various situations including acquisition facilities,
bond and private placements, covenant renegotiations,
refinancing, and debt restructuring
as well as ratings advice.
United Kingdom
38 Berkeley Square
London W1J 5AE
Tel: +44 207 355 2211
Fax: +44 207 355 1633
www.carltonllp.com
United States
New York
18 East 41st Street
New York NY 10017
Tel: +1 212 370 4343
Fax: +1 212 370 4044
www.clairfield.com
United States
Charlotte
100 North Tryon Street
54th Floor
Charlotte NC 28202
Tel: +1 704 333 0525
Fax: +1 704 333 0118
www.mccollpartners.com
DISCLAIMER: No part of this report may be reproduced without the written permission of Clairfield Partners or one
of its partner firms. The information herein has been obtained from sources that we believe to be reliable, but we do
not guarantee its accuracy or completeness. While we endeavour to update on a reasonable basis the information presented
in this report, there may be regulatory, compliance or other reasons that prevent us from doing so. Much of the
information contained in this report is subject to variation due to changes in market conditions, legislation or regulatory
matters and Clairfield Partners does not undertake to notify any recipient of the report of changes to the information
contained herein. This report is not to be construed as an offer to sell or the solicitation of an offer to buy any security in
any jurisdiction. Additional supporting information is available upon request. Please contact: Research Desk, Clairfield
Partners, Tel: +34 93 487 4623, email: research@clairfield.com.
Clairfield Review Q2 09