Capital Advisory Management ... - JCF Capital Markets CAPITAL... · JCF Capital Advisors is a combination capital advisory and management consulting firm with an international network

Capital Advisory

Management Consulting

Mergers & Acquisitions

JCF Capital Advisors, LLC

www.jcfcapitaladvisors.com Confidential & Proprietary

The information contained in this PowerPoint Presentation is confidential and proprietary to JCF Capital Advisors, LLC

http://www.jcfcapitaladvisors.com/

JCF Capital Advisors is a combination capital advisory and management consulting firm with an international network of accredited angel capital, family office, venture capital, private equity, and institutional investors. Our investor reach extends to over 900 angel capital groups, 20,000 angel investors, 750 family offices with $150B of assets under management, and over 4,300 venture capital and private equity firms.

Our advisory services and investor network enables our clients to optimize the likelihood of funding a particular transaction or series or transactions and secure the most appropriate source of capital at reasonable terms.

Our services can be hands-on and results-driven to support the funding and capital initiatives of each entrepreneur and venture. Each client is given the utmost attention, and when engaged, our capital markets expertise and network of international accredited investors becomes yours.

Confidential & Proprietary




REPRESENTATIVE ENGAGEMENTS • Industries of Expertise

o Real Estate (Residential and Commercial) o High-Tech, Software, Internet o Life Science, Biotech, Pharmaceutical o Oil & Gas, Renewable Energy o Hedge Funds, Private Equity Funds, Debt Buyers o Independent Film, Production Studios

• Stages of Business Cycle o Formation/Seed o Early Stage/Startup o Development o Pre-Revenue or Revenue o Profitable/Exit or Sale



REPRESENTATIVE ENGAGEMENTS • Proven entrepreneur or experienced management team with

financial expertise gap, need for additional capital markets expertise, or lack of advisor oversight;

• Significant market opportunity with a clear value proposition; • Defensible intellectual property, first-to-market competitive

advantage, or other value-add; • Revenue, pricing model, and exit strategy identified yet may not

be perfected; • Unable to effectively raise significant institutional capital or afford

a full-time CFO, VP of Finance, or financial advisor with an network of international accredited investors;

• Established investors or private equity funds and private companies or entrepreneurs looking to purchase a company or portion thereof or sell for liquidity.



BENEFITS OF WORKING WITH JCF • CAPITAL EXPERTISE & INVESTOR NETWORK

o Highly experienced executives with prior hands-on entrepreneurial, CEO, CFO, VP of Finance, and investment banking experience raising capital for early stage and middle market ventures to M&A and IPO transactions;

o Proprietary investor databases developed from scratch over many years of constant research and updating with over 8,500 international accredited investor records that are searchable and filterable to match transaction or deal to investor interest;

o Targeted funding strategies developed for each client on limited operating budgets not able or ready to afford a full-time Director of Capital Markets, CFO, VP of Finance, or require additional capital markets expertise.

ENGAGEMENT SERVICES

|Capital Advisory Services|

|Management Consulting Services|

|Mergers & Acquisitions Services|

Confidential & Proprietary The information contained in this PowerPoint Presentation is confidential and proprietary to JCF Capital Advisors, LLC

|Capital Advisory Services|

Limited scope advisory services primarily for capital raise engagements (i.e., “CapRaise Engagements”) related to individual transactions, a series of transactions, a Fund, or investment vehicle.




CAPRAISE ENGAGEMENTS • FOUR STAGE PROCESS OVER INITIAL 6 MONTH

TERM WITH LIMITED SCOPE oSTAGE 1 – JCF Due Diligence Review of Existing Documentation

Collect & review all existing documentation (Executive Summary, PPT, Business Plan, PPM, etc); Identify financial strengths/weaknesses in business model (Projections, Valuation, Transaction Structure, etc); JCF recommendations to Management to shore-up material

weaknesses (if any); Determine JCF and Management team deliverables in order

to optimize corporate value and investment offering deal structure and terms.




TERM WITH LIMITED SCOPE (CON’T) o STAGE 2 – JCF Deal Document Scrubbing (if applicable) Optimize Executive Summary utilizing JCF 2 page template for

soliciting deal flow to JCF accredited investor network; Optimize PowerPoint Presentation utilizing JCF 10-15 page

template for presenting deal to JCF accredited investor network; Optimize Business Plan incorporating JCF identified solutions to

shore-up any material weaknesses; Optimize deal structure or PPM terms (debt, equity or combo)

to maximize shareholder value and provide lowest cost of capital to venture and founders;

Optimize pre-money valuation and deal terms.




TERM AND LIMITED SCOPE o STAGE 3 – JCF Development of Targeted Accredited Investor

Campaign JCF researches, identifies, and prioritizes top JCF angel, family

office, pension, venture capital, fund of funds, and private equity investor targets within internally developed proprietary databases to solicit deal for investment or co-investment;

Targeted accredited investor list is developed during initial term of engagement;

Investor target marketing efforts fully disclosed using free desktop sharing (www.mikogo.com or www.gotomeeting.com) during weekly scheduled conference calls.

http://www.mikogo.com/





http://www.gotomeeting.com/








TERM AND LIMITED SCOPE o STAGE 4 – JCF Deal Marketing & Closing Support Upload of all deal documents to JCF secure online deal room

for investor due diligence; JCF contacts each targeted angel, family office, pension,

venture capital, fund of funds, and private equity investor contact via email, phone, fax, or in person to discuss investment offering;

JCF arranges conference calls, meetings, and presentations in person or via online with investors that have expressed interest or for further due diligence;

JCF works closely with management to assist in transaction support (i.e., valuation, diligence, etc.) to close on funding.



CAPRAISE ENGAGEMENTS • Basic Engagement Terms

o Engage JCF as Director, CFO, VP of Finance, or Advisor; o Initial 6 month term; 30 day cancellation provision; o Unlimited JCF accredited investor marketing; o Limited scope capital advisory services, marketing, and support;

• Comprehensive Advisory (Flat-Rate Pricing) o Initial retainer or advance used to budget upfront due diligence,

transaction review and advisory, preparation or refinement of documentation, marketing, and closing support costs;

o $15,000 retainer upon engagement and $10,000 per month thereafter over initial term.




o Engage JCF as Director, CFO, VP of Finance, or Advisor; o Initial 6 month term; 30 day cancellation provision; o Limited JCF accredited investor marketing (100 investors); o Limited scope capital advisory services, marketing, and support;

• Limited Advisory (Flat-Rate Pricing) o Initial retainer or advance used to budget upfront due diligence,

transaction review and advisory, preparation or refinement of documentation, marketing, and closing support costs;

o $15,000 retainer upon engagement and $3,000 per month thereafter over initial term.




o Engage JCF as Director, CFO, VP of Finance, or Advisor; o No fixed term; cancellation provision; o Limited JCF accredited investor marketing; o Limited scope capital advisory services, marketing, and support;

• Select Advisory (Hourly) o Retainer or advance used to budget select services that may

include upfront due diligence, transaction review and advisory, preparation or refinement of documentation, marketing, and closing support costs;

o $2,500 minimum retainer upon engagement with hourly charges applied ($300 an hour for partner/advisory and $210 for analyst/staff).

|Management Consulting Services|

Business and Financial Consulting Services are more hands-on and serve the need or requirement of providing any particular deliverable or transaction advice related to general business development, capital markets, and more (i.e., larger capital raise transactions, formation of new Funds, and more).




Business and financial management consulting Services may include hands-on advice and development of the following deliverables:

• Full Transaction Structuring & Investment Packaging of Deliverables o Executive Summary (1-2 page in JCF format) o Power Point Presentation (10-15 page in JCF format) o Financial Modeling & Projections (3-10 years) o Business Plan (25-35 page in JCF format) o Private Placement, PPM or Offering (preparation and review) o Entity Selection or Structuring (LLC, Inc, or LP)

• Other Select Advisory o Discounted Cash Flow Analysis or Valuation o Break-Even, IRR, or Portfolio Analysis o Due Diligence, Tax, Accounting, or Other Financial Issues o Review of Term Sheets, Investment Agreements, etc.



CONSULTING ENGAGEMENTS • Basic Engagement Terms

o Engage JCF as Director, CFO, VP of Finance, or Advisor; o No fixed term; cancellation provision; o Full transaction advisory and investment packaging;

• Comprehensive All-Inclusive Advisory (Flat-Rate) o Flat-rate all-inclusive pricing for development of investment

materials and offering documentation; o Initial retainer or advance used to budget upfront due diligence,

transaction review and advisory, and preparation or refinement of investment documentation;

o $15,000 retainer upon engagement, two progress payments of $10,000 each as deliverables are provided and upon final approval of all documentation.




o Engage JCF as Director, CFO, VP of Finance, or Advisor; o No fixed term; cancellation provision; o Limited scope advisory on select deliverables;

• Limited A-La-Cart advisory (Flat-Rate) o Executive Summary $1,500.00 o PowerPoint Presentation $3,500.00 o Financial Modeling and Forecasting $7,500.00 o Business Plan $7,500.00 o Private Placement Memo, PPM (including subscription agreement) $10,000.00 o Entity Selection/Structuring (including preparation of formation agreements) $10,000.00




o Engage JCF as Director, CFO, VP of Finance, or Advisor; o No fixed term; cancellation provision; o Limited scope advisory on select deliverables;


include upfront due diligence, transaction review and advisory, and preparation or refinement of documentation;


|Mergers & Acquisition Services|

Mergers & Acquisition Services serve the needs of private equity funds, strategic buyers, or a particular entrepreneur or business owner or owners that are looking to buy or sell an established business or enterprise or assets thereof ( i.e., “buy-side” and “sell-side” representation).




Mergers & Acquisition Services may include the following :

• Buy-Side Representation o Identification of Target Acquisitions o Term Sheet Review & Structuring (Valuation & Pricing) o Purchase & Sale Agreement Review & Structuring o Financial Due Diligence (Tax and Financial Reporting) o Post-Closing Integration Planning (Tax, Financial, & Legal)

• Sell-Side Representation o Due Diligence Investor/Buyer Packaging o Transaction & Deal Structuring o Valuation & Pricing o Identification of Buyers (w/negotiation and closing support)



Buy-Side M&A ENGAGEMENTS • Basic Engagement Terms

o Engage JCF as M&A Advisor; o No fixed term; cancellation provision; o Select advisory on designated issues or deliverables;


include identification of target acquisitions, term sheet & purchase and sale agreement review and structuring, financial diligence, and post-closing target acquisition integration;




Sell-Side M&A ENGAGEMENTS • Basic Engagement Terms

o Engage JCF as M&A Advisor; o No fixed term; cancellation provision; o Select advisory on designated sale or divesture transactions;


include due diligence investor/buyer packaging, transaction and deal structuring, valuation and pricing, and identification of buyers with negotiation and closing support;




ENGAGEMENT TEAM JUSTIN FLOYD, MANAGING DIRECTOR

o Over 15 years of experience with exceptional negotiation, analytical,

organizational, and interpersonal skills. Proven strengths in financial modeling, financial analysis, capital raising, business and transactional planning having served many clients in a variety of industries.

o Prior hands on Chief Financial Officer and turnaround advisor of a national hybrid hedge fund debt buyer and collection agency focused on the acquisition, management, and resale of charged-off consumer debt

portfolios.



ENGAGEMENT TEAM

JUSTIN FLOYD, MANAGING DIRECTOR

o Mergers and acquisition advisor to Cisco Systems, Inc. having assisted the business development, finance, and tax teams in negotiating asset and stock deals, identifying and addressing diligence and valuation issues, tax structuring and planning, and the integration of target acquisitions through complex reorganizations and business planning.

o Mergers and acquisitions management positions at KPMG LLP, and various other management roles at Deloitte & Touche LLP and Ernst & Young LLP. Education matriculated at the University of Delaware where he received his degree in Accounting in 1994, continuing on to complete his Certified Public Accounting (CPA) certification through the State of Maryland in 1995.



ENGAGEMENT TEAM CORY FORD, DIR. OF BUSINESS DEVELOPMENT

o Cory's expertise includes identifying investment opportunities, business development, business/corporate branding, capital markets research, and institutional investor relations.

o Corys background includes working for over a decade in Southern California's tech industry working on behalf of institutional clients in the middle market, real estate, oil & gas and mineral resources sectors. Cory also has substantial experience with business brokerage and mergers &

acquisitions representation.



ENGAGEMENT TEAM ANTON SUPRUN, ANALYST

o Anton provides analytical and operational support to senior executives. Prior to joining JCF, Anton was an intern at Morgan Stanley Smith Barney, and has served in the elite armed forces, the United States Marine Corps, as an infantryman and marksmanship instructor.

o Anton holds Bachelor of Arts degree in International Business with a focus

in Finance from San Diego State University - a program that is ranked 7th in the nation by US News and World report. Anton also studied at Russia’s

leading university - Moscow State University.



CONTACT: Justin C. Floyd

Managing Director JCF Capital Advisors, LLC

4370 La Jolla Village Dr., Suite 400 San Diego, CA. 92122

Office: (858) 646-3056 Mobile: (858) 945-2938

Fax: (858) 646-3097 [email protected]

www.jcfcapitaladvisors.com

mailto:[email protected]

mailto:[email protected]

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Capital Advisory Management ... - JCF Capital Markets CAPITAL... · JCF Capital Advisors is a combination capital advisory and management consulting firm with an international network