Firm Overview
Transcription
Firm Overview
Introduction to our firm December 2014 Our firm was established in 2003 to provide high quality, independent advisory services to businesses and their owners in the Latin American and Caribbean region Significant experience Latin American & Caribbean focus Over 100 years of combined investment banking experience Over US$5.0 billion in M&A advisory, more than US$7.5 billion in debt financing and over US$2.8 billion in mezzanine and equity capital raising transactions completed by the team Our affiliate, PAF Securities, has been a member of FINRA/SIPC since November 2006 ■ Focus on “mid-market” transactions, often private, complex or cross-border, in selected markets across the Latin American and Caribbean region Geographic focus on the “Caribbean Basin”: including the Andean, Caribbean and Central American countries, as well as Mexico and the U.S. Identify, structure and execute transactions for businesses and their owners, family offices, private equity, governmental and institutional investors Since inception, our firm has completed 40 M&A advisory, debt and equity capital raising, and restructuring transactions with over US$1.9 billion total transaction value Extensive track record of raising debt, mezzanine and equity capital from development finance institutions Team of investment banking professionals with diversified backgrounds and extensive transaction experience in investment banking, private equity and corporate finance & operations Track record Strong team complemented by Senior Advisors Pan American Finance was founded in 2003 to advise our clients on achieving their objectives for growth and value creation – through acquisition, investment and capital raising transactions ■ Complemented by a prestigious group of highly experienced Senior Advisors Directorial and executive leadership positions in the private and public sectors across the Latin American and Caribbean region, including with development banks and other financial institutions Deep operating and industry experience, including in Consumer Products, Energy & Infrastructure, Financial Services, and Telecom, Media & Technology 2 An introduction to our firm Since inception, we have completed over US$1.9 billion in M&A advisory, capital raising & restructuring transactions for our clients in Latin America & the Caribbean November 2014 September 2014 May 2014 May 2014 September 2013 August 2012 Acquisition of Sale of US$ 45,000,000 Acquisition of Butterfield Bank (Barbados) Limited USA USA/Germany Trinidad & Tobago Barbados October 2009 October 2009 May 2009 Unicell Paper Mills Caribbean Limited Unicell Paper Mills Caribbean Limited Acquisition of the Shares of October 2013 September 2013 First Citizens Bank, Ltd. US$168,000,000 Acquisition of 10% interest in US$7,500,000 Mezzanine Debt Trinidad & Tobago USA April 2012 November 2010 Grand Bay Paper Products Ltd. Polaris Energy Nicaragua, S.A. US$ 40,000,000 Debt Restructuring Trinidad & Tobago US$ 190,000,000 Senior & subordinated long-term project financing Nicaragua US$ 100,000,000 bridge financing BESI Acquisition of 215 MW wind park in Panama Panama Panama US$20,000,000 Equity Private Placement October 2010 October 2010 August 2010 First Citizens Bank, Ltd. First Citizens Bank, Ltd. Papelera Istmeña, S.A. US$ 110,000,000 Debt Restructuring US$ 171,000,000 Debt Restructuring Angostura Holdings Ltd. Home Construction Limited Caribbean November 2008 Acquisition by Painsa Holdings and financing by Banesco, S.A. (Panama) Panama Acquisition by Grand Bay International A.V.V. US$ 55,000,000 Debt Restructuring and New Financing Trinidad & Tobago Trinidad & Tobago Trinidad & Tobago Caribbean November 2007 July 2007 June 2007 May 2006 January 2006 Grupo Financiero CrediQ Corp. An affiliate of Kruger, Inc. US$ 35,000,000 Senior Long-Term Financing Provided by US$ 24,000,000 Debt Restructuring and US$ 10,000,000 New Long-Term Financing Central America Colombia May 2009 February 2009 First Citizens Bank, Ltd. First Citizens Bank, Ltd. New Equity Capital of US$ 50,000,000 Committed Assumption of US$ 280,000,000 in customer deposits of Compañía Minera Atacocha S.A.A. One Caribbean Media Limited Papelera Internacional, S.A. US$ 145,000,000 Sale of 282,851,186 Class A Voting Shares Acquisition of CCC / GEM Radio From Cumulus Media Acquisition by Grand Bay International, A.V.V. Trinidad & Tobago Peru Caribbean Guatemala Republic of Trinidad and Tobago Trinidad & Tobago First Citizens Bank, Ltd. 3 Caribbean Money Market Brokers Ltd. One Caribbean Media Limited US$ 208,000,000 Merger of Caribbean Communications Network & The Nation Corp. Caribbean An introduction to our firm We advise businesses and their owners on achieving their objectives for growth and value creation – through acquisition, investment and capital raising transactions Overview We provide advisory services in the following areas: Mergers, acquisitions and divestitures – 16 transactions completed for over US$1.0 billion Restructurings – 11 transactions completed for over US$750 million Debt financing, including structured project finance – 15 transactions completed for over US$500 million Mezzanine and equity capital raising – 6 transactions completed for over US$120 million Placement Agent – Fund raising for private equity funds “Mid-market” transaction sizes Often private, complex or cross-border transactions Deep experience in “buy-side” M&A advisory Provide an otherwise un-met independent advisory expertise in the Caribbean Basin region Our principals are involved in every step of every transaction for our clients Our team has experience as investment bankers, investors, executives and board members Our Senior Advisors provide access, contacts, experience and knowledge at the highest levels Advising management, boards and shareholders Background and experience with family ownership Geographic focus We also identify, structure, and execute transactions for family offices, private equity, development finance and other institutional investors Deep experience We assist both private and public companies to achieve their strategic business development, M&A, debt financing, capital raising and value creation objectives Transaction focus Specific expertise in raising new debt, mezzanine and equity capital for our clients from development banks Our firm seeks to establish long-term relationships with our clients and to become their trusted advisor of choice 4 Andean countries, the Caribbean, Central America, Mexico and the U.S. Focus on open markets receptive to cross-border investments Personal backgrounds and extensive transaction experience in the Caribbean Basin markets An introduction to our firm Our team has deep expertise and significant experience in investment banking, private equity and corporate finance & operations across multiple industries Team has deep industry expertise and transaction experience Consumer, Manufacturing & Services – 51 deals completed for nearly US$6.0 billion Financial Services – 24 deals completed for nearly US$3.0 billion Energy, Infrastructure & Natural Resources – 28 deals completed for over US$2.7 billion – Specific focus on Power and Renewable Energy Media, Telecom and Technology – 41 deals for over US$6.3 billion Our industry expertise is backed by our professional backgrounds Our team has deep banking know-how Investment banking at Citigroup, Goldman Sachs, HSBC, Santander, and VB&P Executive-level positions at Cisneros Group, PepsiCo, and Telefonica Board-level experience, with private equity investment and transaction track record We are complemented by a group of experienced Senior Advisors Active in private and public sectors in Latin America, the U.S., Europe, and Asia Executive leadership positions at major corporations including InterEnergy, Celistics, Cable & Wireless, DirecTV Latin America, Global Crossing, ING Wealth Management, and Telefonica Media Banking and private equity investing experience at CDC Capital Partners, CVC International, DEG, First Caribbean, Greentech Capital, IDB, ING / AFP Integra, Morgan Stanley, and NCB Jamaica 5 An introduction to our firm Our firm has completed 16 M&A advisory transactions with total value of over US$1.0 billion for our clients in Latin America, the Caribbean and the U.S. Track record November 2014 September 2013 May 2014 September 2013 16 M&A advisory transactions completed “Buy-side” focus – 12 acquisitions First Citizens Bank, Ltd. US$168,000,000 Acquisition of 10% interest in Multiple industries Consumer & Manufacturing Financial services Telecom, media & technology Infrastructure & Renewable Energy Caribbean Basin experience August 2012 Acquisition of Sale of US$ 45,000,000 Acquisition of Butterfield Bank (Barbados) Ltd. Acquisition of 215 MW wind park in Panama Trinidad & Tobago Panama USA/Germany Trinidad & Tobago Barbados October 2010 October 2009 October 2009 May 2009 February 2009 First Citizens Bank, Ltd. First Citizens Bank, Ltd. Papelera Istmeña, S.A. Unicell Paper Mills Caribbean Limited Trinidad Tissues Limited Acquisition of the Shares of Acquisition by Painsa Holdings Acquisition by Grand Bay International A.V.V. Acquisition by Grand Bay International A.V.V. Panama Trinidad & Tobago Trinidad & Tobago November 2008 November 2007 Compañía Minera Atacocha S.A.A. Cross-border expertise Assumption of US$ 280,000,000 in customer deposits of Caribbean Money Market Brokers Ltd. Caribbean Trinidad & Tobago July 2007 January 2006 October 2005 One Caribbean Media Limited Papelera Internacional, S.A. One Caribbean Media Limited US$ 145,000,000 Sale of 282,851,186 Class A Voting Shares Acquisition of CCC / GEM Radio From Cumulus Media Acquisition by Grand Bay International, A.V.V. Peru Caribbean Guatemala An affiliate of Kruger, Inc. 6 US$ 208,000,000 Merger of Caribbean Communications Network & The Nation Corp. Tender offer for publicly-traded shares and de-listing Caribbean Colombia An introduction to our firm Our firm has completed 23 capital raising and restructuring transactions, raising over US$1.1 billion in senior debt, mezzanine and equity capital for our clients September 2014 US$7,500,000 Mezzanine Debt May 2014 US$ 100,000,000 bridge financing BESI October 2013 US$20,000,000 Equity Private Placement USA Panama October 2010 September 2010 First Citizens Bank, Ltd. Caribbean Money Market Brokers Ltd. First Citizens Bank, Ltd. US$ 110,000,000 Debt Restructuring US$ 12,800,000 Long-Term Financing Provided to US$ 171,000,000 Debt Restructuring Angostura Holdings Ltd. USA August 2010 April 2012 November 2010 November 2010 November 2010 Grand Bay Paper Products Ltd. Polaris Energy Nicaragua, S.A. Polaris Energy Nicaragua, S.A. Polaris Energy Nicaragua, S.A. US$ 40,000,000 Debt Restructuring US$ 140,000,000 Senior long-term project financing US$ 20,000,000 Subordinated long-term project financing US$ 30,000,000 Refinancing of existing senior financing Trinidad & Tobago Nicaragua Nicaragua Nicaragua October 2009 May 2009 May 2009 May 2009 First Citizens Bank, Ltd. First Citizens Bank, Ltd. Unicell Paper Mills Caribbean Limited Acquisition of the Shares of New Equity Capital of US$ 50,000,000 Committed US$ 55,000,000 Debt Restructuring and New Financing Home Construction Limited Ferreteria EPA, S.A. US$ 12,000,000 Senior Long-Term Financing Provided by Caribbean Money Market Brokers Ltd. Republic of Trinidad and Tobago Caribbean Trinidad & Tobago Trinidad & Tobago Trinidad & Tobago Caribbean Trinidad & Tobago Costa Rica February 2009 February 2009 June 2007 May 2006 August 2005 June 2005 June 2004 Papelera Internacional, S.A. Grupo Financiero CrediQ Corp. An affiliate of Kruger, Inc. US$ 10,000,000 Senior Long-Term Financing Provided by US$ 35,000,000 Senior Long-Term Financing Provided by US$ 24,000,000 Debt Restructuring and US$ 10,000,000 New Long-Term Financing Guatemala Central America Colombia Home Construction Limited Frigorifico Canelones Adir International, LLC First Citizens Bank, Ltd. Assumption of US$ 280,000,000 in customer deposits of Trinidad & Tobago 7 US$ 20,000,000 Sale of a Minority Interest to Citigroup Venture Capital International US$ 27,500,000 Senior Long-Term Financing Provided by U.S. Hispanic Central America Grupo Financiero Uno US$ 24 million in Debt and Equity Restructuring, New Medium- and LongTerm Loans Including US$6 million Uruguay An introduction to our firm Development Finance Institutions have been involved in 10 of our firm’s capital raising transactions and have provided over US$400 million to our clients Our firm has strong relationships with numerous Development Finance Institutions with a track record of investing in the Latin American and Caribbean markets DFI relationships Completed transactions April 2012 November 2010 November 2010 October 2009 May 2009 Grand Bay Paper Products Ltd. Polaris Energy Nicaragua, S.A. Polaris Energy Nicaragua, S.A. Unicell Paper Mills Caribbean Limited US$ 40,000,000 Debt Restructuring US$ 160,000,000 Senior and subordinated long-term project financing US$ 30,000,000 Refinancing of existing senior financing Trinidad & Tobago Nicaragua Nicaragua Trinidad & Tobago Costa Rica February 2009 June 2007 May 2006 June 2005 June 2004 Papelera Internacional, S.A. Grupo Financiero CrediQ Corp. An affiliate of Kruger, Inc. US$ 35,000,000 Senior Long-Term Financing Provided by US$ 24,000,000 Debt Restructuring and US$ 10,000,000 New Long-Term Financing US$ 27,500,000 Senior Long-Term Financing Provided by Central America Colombia Central America Ferreteria EPA, S.A. US$ 55,000,000 Debt Restructuring and New Financing US$ 12,000,000 Senior Long-Term Financing Provided by Frigorifico Canelones US$ 10,000,000 Senior Long-Term Financing Provided by Guatemala 8 Grupo Financiero Uno US$ 24 million in Debt and Equity Restructuring, New Medium- and Long-Term Loans Including US$6 million Uruguay An introduction to our firm Financial restructurings for our clients in Latin America and the Caribbean have accounted for 10 transactions with total value of approximately US$750 million Our firm has an extensive track record in successfully concluding financial restructuring transactions in Latin America, the Caribbean and the U.S. markets Completed transactions Track record 10 restructuring transactions completed Debt refinancing and restructuring expertise Multiple industries Consumer & Manufacturing Financial services December 2012 April 2012 November 2010 October 2010 August 2010 Colonial Life Insurance Company [Trinidad] Limited Grand Bay Paper Products Ltd. Polaris Energy Nicaragua, S.A. First Citizens Bank, Ltd. First Citizens Bank, Ltd. Financial Advisory and Valuation US$ 40,000,000 Debt restructuring US$ 30,000,000 Refinancing of existing senior financing US$ 110,000,000 Debt Restructuring US$ 171,000,000 Debt Restructuring Trinidad & Tobago Trinidad & Tobago Nicaragua Caribbean September 2010 October 2009 February 2009 May 2006 June 2004 First Citizens Bank, Ltd. An affiliate of Kruger, Inc. US$ 24 million in Debt and Equity Restructuring New Medium- and LongTerm Loans Including US$6 million from Angostura Holdings Ltd. Home Construction Limited Trinidad & Tobago Infrastructure & renewable energy Caribbean Basin experience Advocate for our clients Frigorifico Canelones Caribbean Money Market Brokers Ltd. US$ 12,800,000 Long-Term Financing Provided to Unicell Paper Mills Caribbean Limited US$ 55,000,000 Debt Restructuring and New Financing Assumption of US$ 280,000,000 in customer deposits of US$ 24,000,000 Debt Restructuring and US$ 10,000,000 New Long-Term Financing from Home Construction Limited Trinidad & Tobago Trinidad & Tobago Trinidad & Tobago 9 Colombia Uruguay An introduction to our firm Our firm is built on delivering high quality independent advisory services to our clients, assisting their growth and developing long-term relationships Client focus: Grand Bay International Grand Bay Grand Bay International A.V.V. (“Grand Bay”) is a regional manufacturer of tissue paper products across the Caribbean basin Grand Bay is an affiliate of Montreal-based Kruger Group, a major producer of publication papers, tissue, lumber and other wood products founded in 1904 Grand Bay has been present in the paper industry in Latin America and the Caribbean region since 1953 and currently operates paper mills in five countries in the region Main products include bathroom tissue, facial tissue, paper towels and paper napkins Employs over 3,600 people Completed transactions April 2012 Grand Bay Paper Products Ltd. US$ 40,000,000 Debt restructuring PAF Securities advised Grand Bay on the restructuring of US$40 million in existing longterm bank debt with the IFC, Royal Bank of Canada, and First Citizens Bank October 2010 Papelera Istmeña, S.A. Acquisition by Painsa Holdings Panama Trinidad & Tobago October 2009 Unicell Paper Mills Caribbean Limited Acquisition by Grand Bay International A.V.V. Trinidad & Tobago February 2009 Papelera Internacional, S.A. US$ 10,000,000 Senior Long-Term Financing Provided by Guatemala PAF Securities advised Grand Bay on the acquisition of Unicell, the largest tissue mill in the Caribbean. The acquisition was completed simultaneously with the purchase of Trinidad Tissues Limited October 2009 Unicell Paper Mills Caribbean Limited US$ 55,000,000 Debt Restructuring and New Financing Trinidad & Tobago PAF Securities advised Painsa on a new US$10 million, 8-year, senior term loan from DEG, the German Development Bank, to finance the expansion of its paper production and conversion equipment and facilities July 2007 Papelera Internacional, S.A. Acquisition by Grand Bay International, A.V.V. Guatemala 10 PAF Securities advised Painsa Holdings on the acquisition of a majority stake in Papelera Istmeña, the leading manufacturer and marketer of tissue paper products in Panama PAF Securities advised Grand Bay on the restructuring of US$45 million in existing longterm bank debt & the structuring of US$10 million in new working capital facilities from the IFC, RBTT Bank, First Citizens Bank and the Export-Import Bank of T&T Pan American Finance advised Grand Bay International, on the acquisition of a majority stake in Papelera Internacional, the leading tissue manufacturer in Guatemala October 2010 Papelera Istmeña, S.A. Acquisition financing by Banesco, S.A. (Panama) Panama October 2009 Trinidad Tissues Limited Acquisition by Grand Bay International A.V.V. Trinidad & Tobago May 2006 An affiliate of Kruger, Inc. US$ 24,000,000 Debt Restructuring and US$ 10,000,000 New Long-Term Financing Colombia PAF Securities advised Painsa Holdings on raising senior debt from regional Central American banks for the acquisition of Papelera Istmeña, the leading manufacturer and marketer of tissue paper products in Panama PAF Securities advised Grand Bay on the acquisition of Trinidad Tissues Limited, the leading tissue converter in Trinidad. The acquisition was completed simultaneously with the purchase of Unicell Pan American Finance advised Panasa in Colombia, on a restructuring of its Peso denominated debt, reducing its local bank debt from US$24 million to US$14 million, and arranging a new US$10 million 8-year seniordebt financing An introduction to our firm Our firm is built on delivering high quality independent advisory services to our clients, assisting their growth and developing long-term relationships Client focus: First Citizens Bank First Citizens First Citizens Bank Limited (“First Citizens”) is a leading commercial bank in Trinidad & Tobago Founded in 1993 through the merger of three banks, First Citizens is wholly-owned by the Republic of Trinidad & Tobago With almost US$5 billion in assets, First Citizens offers a full range of retail and corporate banking products as well as asset management, trustee and brokerage services Bank of the Year 2009 from the Banker Magazine, Latin Finance and World Finance and Best Bank in Trinidad and Tobago 2010 (World Finance) Named among the top five safest banks in Latin America and the Caribbean by Global Finance in 2010 Completed transactions August 2012 First Citizens Bank, Ltd. US$ 45,000,000 Acquisition of Butterfield Bank (Barbados) Limited PAF Securities advised First Citizens on the US$45 million acquisition of Butterfield Bank (Barbados) Limited, a former subsidiary of publicly-traded Bank of N. T. Butterfield & Son Limited October 2010 First Citizens Bank, Ltd. US$ 110,000,000 Debt Restructuring Angostura Holdings Ltd. Caribbean Barbados August 2010 First Citizens Bank, Ltd. US$ 171,000,000 Debt Restructuring Home Construction Limited Trinidad & Tobago May 2009 First Citizens Bank, Ltd. Acquisition of the Shares of PAF Securities advised First Citizens and its subsidiary, CMMB, on the comprehensive restructuring of US$110 million of existing debt facilities for Angostura Holdings Ltd, financed by First Citizens, CMMB, and Clico Investment Bank PAF Securities advised First Citizens on the comprehensive restructuring of US$171 million in existing long-term debt facilities provided to Home Construction Limited for the construction of its One Woodbrook Place mixed-use real estate (residential, retail and office) development in Port-of-Spain PAF Securities advised First Citizens on the acquisition of Caribbean Money Market Brokers (CMMB), an investment services and brokerage business, and the former subsidiary of CL Financial May 2009 First Citizens Bank, Ltd. New Equity Capital of US$ 50,000,000 Committed PAF Securities advised First Citizens on a new TT$300 million (US$50 million) capital commitment by the Republic of Trinidad & Tobago, in conjunction with the CIB and CMMB transactions Republic of Trinidad and Tobago Trinidad & Tobago February 2009 First Citizens Bank, Ltd. Assumption of US$ 280,000,000 in customer deposits of Caribbean Money Market Brokers Ltd. PAF Securities advised First Citizens on the assumption of approximately TT$1.7 billion (US$ 280 million) in customer deposits from CLICO Investment Bank (CIB) following its intervention and closure by the Central Bank of Trinidad & Tobago Trinidad & Tobago Caribbean 11 An introduction to our firm Our firm is built on delivering high quality independent advisory services to our clients, assisting their growth and developing long-term relationships Client focus: Ram Power Ram Power Ram Power Corp. (“Ram Power”) is a renewable energy company based in Reno, Nevada Founded in 2008 as Ram Power, Inc., the Company is traded on the Toronto Stock Exchange (TSX) under the ticker “RPG” Ram Power engages in the acquisition, exploration, development and operation of geothermal properties in Nicaragua and concessions, leases and properties in the United States, Canada, and Central America Ram Power owns and operates the San Jacinto-Tizate geothermal power project in Nicaragua through its subsidiary Polaris Energy Nicaragua, S.A. (“PENSA”) Overview of San Jacinto-Tizate Project The San Jacinto-Tizate (“SJT”) geothermal project is located in the northwest of Nicaragua, near the city of Leon, approximately 90 km northwest of the capital city of Managua SJT has one of the highest quality geothermal reservoirs being developed in the world. The concession has the potential to produce over 200 MW of power The second phase of the project commenced operations in December 2012 and together with the first phase represents a total investment of over US$400 million The plant is currently operating 72 MW of capacity from its Phase I/II Fuji units Completed transactions November 2010 November 2010 November 2010 Polaris Energy Nicaragua, S.A. Polaris Energy Nicaragua, S.A. Polaris Energy Nicaragua, S.A. US$ 140,000,000 Senior long-term project financing US$ 20,000,000 Subordinated longterm project financing US$ 30,000,000 Refinancing of existing senior financing Nicaragua Nicaragua Nicaragua Latin American Geothermal deal of the year PAF Securities co-advised PENSA on raising US$140 million in new long-term senior financing for the Phase II expansion of the project. The consortium of colenders was led by the IFC and included IDB, BIO, CABEI, DEG, FMO, OeEB, and Proparco PAF Securities co-advised PENSA on raising US$20 million in new subordinated financing for the Phase II expansion of the project. The subordinated financing was provided by IFC 12 PAF Securities co-advised PENSA on refinancing US$30 million of US$70 million in existing senior and $15 million in subordinated financing for the Phase I expansion of the project. The consortium of co-lenders was led by CABEI and included BIO, CIFI and FMO An introduction to our firm Our team is composed of senior-level, highly experienced investment banking professionals with broad industry expertise and strong, regional knowledge Benjamin S. A. Moody, President & CEO, Partner Prior Experience Co-founder of Pan American Finance and PAF Securities Over 30 years of experience in investment banking, corporate finance and private equity Focused on M&A, capital raising and restructuring in Latin America and the Caribbean since 1992 Transaction experience in the Consumer & Retail, Financial Services, Infrastructure & Energy, Manufacturing & Services, Media, Tech & Telecom, and Transportation sectors From 1998 to 2001, served as Managing Director and CFO of Ibero American Media Partners (“IAMP”), a $500 million private equity platform jointly owned by the Cisneros Group of Companies and Hicks, Muse, Tate & Furst in Miami Beach, Florida. IAMP made investments in the pay television, broadcast TV, radio and internet sectors, in 1998 acquiring the Cisneros Television Group (“CTG”), where Ben was Vice Chairman Managing Director at Violy, Byorum & Partners in New York, an investment banking firm focused on M&A advisory in Latin America Held prior positions at Citicorp Securities and Continental Bank, living and working in New York, Los Angeles, Chicago, and London Ben serves as a director to various private companies and as adviser to the ALS Recovery Fund Graduate of the University of Oxford 13 IBERO AMERICAN MEDIA PARTNERS An introduction to our firm Our team is composed of senior-level, highly experienced investment banking professionals with broad industry expertise and strong, regional knowledge Edmund R. Miller, Senior Managing Director, Partner Ed Miller has extensive private equity investment, fundraising and TMT experience, and a vast network of HNW / family office and institutional investors in the US and Latin America From 1984 to 1996, Mr. Miller was co-manager of the largest Caribbean Basin and Latin American coverage team for Goldman Sachs, based in Miami From 1996 to1999, he managed a high yield fund for a large Latin American bank, managed a hedge fund, and founded and led the initial investment round in Answerthink (now known as The Hackett Group, NASDAQ: HCKT), an information technology consulting company Mr. Miller was the co-founder of Interprise Technology Partners, a $110 million technology venture fund which made seven lead investments between 1999 and 2002 In 2002, Mr. Miller founded Ramsell Capital Management, Inc. as a vehicle to source investments in private equity transactions and occasionally to perform advisory services Mr. Miller was also a Managing Director at Parmenter Realty Partners from 2002 to 2012, where he was in charge of all aspects of documenting and raising their second, third, and fourth institutional funds Prior Experience Fund II – US$90 million – closed 2002 Fund III – US$250 million – closed 2006 Fund IV – US$255 million – closed 2012 In 2006, Mr. Miller established Ramsell Dining, LLC, to make a platform purchase of 18 Burger King franchises and has since made add on acquisitions to bring the total to 29 Prior to joining Goldman Sachs in 1984, Mr. Miller worked for Price Waterhouse in New York City in international tax for 4 years Graduate of the University of Florida Warrington College of Business and the Levin college of Law. Previously certified as a CPA and a prior member of the New York Bar 14 An introduction to our firm Our team is composed of senior-level, highly experienced investment banking professionals with broad industry expertise and strong, regional knowledge Mauricio Borgonovo Baldocchi, Managing Director Prior Experience Over 15 years of experience advising and operating companies in Latin America and the U.S. Industry experience in Consumer Products & Services, Food & Beverage, and Financial Services Serves on the board of several companies in Central America including General Business Machines, exclusive distributor for IBM in Central America and the Dominican Republic MBA from the Wharton School of Business at the University of Pennsylvania and Bachelor of Science degree in Civil Engineering from the Massachusetts Institute of Technology Jabier Arbeloa, Managing Director Prior Experience Over 15 years of experience in investment banking, debt structuring and strategic analysis From 2005 to 2010, worked with PepsiCo as M&A and Business Development Director for Latin America, where he played a leadership role in the execution of PepsiCo’s expansion agenda in the region in Food & Beverages From 2006 to 2007, taught financial modeling as a guest professor at EGADE Business School Instituto Tecnologico de Monterrey From 2002 to 2005, served as Corporate Finance Vice President at Santander MBA from Cornell University and Bachelor’s degree in Economics from Universidad Católica in Venezuela 15 An introduction to our firm Our team is composed of senior-level, highly experienced investment banking professionals with broad industry expertise and strong, regional knowledge Sina Guenther, Vice President Prior Experience Over 5 years of experience in Investment Banking with a special focus on energy related transactions in the past three years Previously worked as an Associate at Hegel Karbenn & Cie. Corporate Finance GmbH, one of the leading M&A boutiques for energy transactions in Germany Between 2008 and 2010 worked in the Investment Banking team of HSBC advising on a variety of different M&A and ECM transactions Master in Finance from EADA Business School in Barcelona (Spain) and Bachelor in International Economic Studies from University of Maastricht (Netherlands) Gregorio Arimany, Associate Prior Experience Over 5 years of experience in engineering consulting, project management, and finance Previously worked in the Corporate Finance Division at Citibank N.A. in Guatemala, focusing on debt restructuring and project financings in the Construction and Energy sectors From 2007 to 2009 worked as a Structural and Civil Engineer Consultant and Project Manager for local and international projects at AECOM, specializing on large scale developments and “green” building projects From 2004 to 2007 worked as Project Engineer for ADA Engineering focusing in real estate projects MBA from the Fuqua School of Business at Duke University and a Bachelor of Science degree in Civil Engineering from the University of Notre Dame Eric Higgins, Analyst Prior Experience Bachelor's in Business Administration Cum Laude from the University of Miami Intern at Pan American Finance from March 2013 through April 2014 Research Assistant in the Finance Department at the University of Miami for Professor Gennaro Bernile in 2012 and 2013 16 An introduction to our firm Our Senior Advisors are high-level executives with extensive experience and proven expertise in managing businesses in both the public and private sectors Michael Bax, Senior Advisor Prior Experience Over 15 years of experience investing in and operating power companies in Latin America and the Caribbean Currently serves on the boards of directors of three energy companies and is a senior executive with InterEnergy, a 1,100MW regional power company from both conventional and renewable energy From 1997 to 2000, served as Regional Manager in Latin America for CDC Capital Partners, where he was responsible for the development and management of a portfolio of $650 million in equity and debt investments From 1995 to 1997 served as CEO of Compañía de Electricidad de Puerto Plata (CEPP) in the Dominican Republic Worked the first 10 years of his professional career with Deloitte and Touche, is qualified as a Chartered Accountant of the Institute of England and Wales, and graduated from Bristol University in the United Kingdom Milton Brady, Senior Advisor Prior Experience Over 35 years of experience in Financial Services, and Media and Telecom, in the Caribbean, Europe, Asia, and the Americas Recently served as Chief Commercial Officer of LIME, the Caribbean leading telecommunications company with presence in the cable and wireless segments Leading roles in First Caribbean International Bank, including Managing Director for Corporate Investment Banking, and Managing Director of First Caribbean International Bank Jamaica. Former Group Chief Risk Officer of National Commercial Bank Jamaica Former President of Sweden’s SEB New York. Previously Director and Global Head of Credit at SEB Merchant Banking, headquartered in Sweden. Previously held several positions with Chemical Bank in the U.S., and Citibank and Coopers & Lybrand in Jamaica Bachelor of Arts, Summa Cum Laude, degree and an MBA, Magna Cum Laude, from Pace University in New York; also completed post-graduate courses at New York University, Villanova University, INSEAD (France), and the Association for Financial Professionals 17 An introduction to our firm Our Senior Advisors are high-level executives with extensive experience and proven expertise in managing businesses in both the public and private sectors Andrew dePass, Senior Advisor Prior Experience Extensive private equity investment experience across Latin America in Renewable Energy, Media, Telecom, Retail, and Paper & Packaging Appointed Chairman of the Board of Directors of Kawa Solar Holdings, Ltd. in 2013 and is responsible for the day-to-day investment management of Kawa Solar Holdings Has an international track record, having deployed over $1.3 billion of invested capital in North America, South America and Asia Held a number of senior positions at Greentech Capital Advisors including Partner, Senior Advisor and Advisory Council Member between 2009 and early 2012 In 1996, started at Citigroup and was named managing director in 1998 at Citi Venture Capital International Founder and head of Citigroup’s Sustainable Development Investments group, a private equity team within Citi Alternative Investments that invested in growth companies in renewable energy, waste and water management, carbon and sustainable products and materials sectors Previously with Morgan Stanley (1989 – 1996) where he held positions in the M&A, restructuring, equity capital markets and equity derivatives departments Graduate of Richard Ivey School of Business Administration at the University of Western Ontario; Chartered Financial Analyst (1998) Mayu Hume, Senior Advisor Prior Experience For over 30 years has occupied positions of leadership in the public and private sector Serves on the boards of 16 For-Profit and Not-For-Profit organizations in Peru, including ING Wealth Management, Austral Group S.A., E. Wong S.A., Gerdau Peru, AFP Integra, Calidda S.A., Promujer Internacional, Fundacion Peruana del Cancer, and IPAE President of AFP Integra, the largest pension fund in Peru Has also served as Country Manager in Peru and Colombia for ING Group, as Vice Minister of Commerce (Peru), and as Advisor to the Inter-American Development Bank Social Science, Engineering, and Management degrees from Pontificia Universidad Catolica del Peru and has completed post-graduate work at Universidad de Piura, IESE, and University of Michigan 18 An introduction to our firm Our Senior Advisors are high-level executives with extensive experience and proven expertise in managing businesses in both the public and private sectors Hendrik Lühl, Senior Advisor Prior Experience Over 25 years of experience as banker with development finance institutions Joined German Development Bank (DEG) in 1980, serving initially as Head of various Asian divisions Served as Director and Head of the Latin American Department for 15 years, where he was responsible for originating and structuring debt and equity transactions Served on the board of directors of various DEG project companies Retired in 2006 to work independently as a financial advisor Graduate of Freiburg University in Germany Jose Antonio Ríos, Senior Advisor Prior Experience Jose Antonio Ríos has held executive-level positions and has extensive experience and proven expertise in managing businesses in the Media, Telecom and Technology sectors in the Latin American and Caribbean region For over 30 years, has served in executive leadership positions for large corporations across Asia, Europe and Latin America, and on numerous corporate and philanthropic boards worldwide Chairman and CEO of Celistics, one of the largest consumer electronics logistics operators and distributors in Latin America Former CEO of Vadium Technology, the leading worldwide provider of unbreakable data encryption solutions Former Chairman of Global Crossing Latin America, and former International President of Global Crossing, where he led operations in over 20 countries Former Telefonica Global Management Committee member, CEO of Telefonica Media and former Chairman of Atento, both subsidiaries of Telefonica Former CEO of DirecTV Latin America and former Vice President of Hughes Electronics Former President and COO of the Cisneros Group of Companies Founder and current Chairman of Navidad Real Estate Holding, a real estate investment company Serves as Honorary Business Representative of the Government of Singapore to Latin America 19 An introduction to our firm Our Senior Advisors are high-level executives with extensive experience and proven expertise in managing businesses in both the public and private sectors Andrew Haining, Senior Advisor Prior Experience Andrew Haining is founder and partner of Balmuir Partners, a private equity fund manager and advisory firm based in London Former CEO of Botts & Company, managing approximately $500 million of private equity and real estate assets, and completed corporate finance transactions with a value in excess of $2.5 billion, from 1987 to 2005 Worked as Investment Officer for County Development Capital (now Bridgepoint Capital Ltd.) from 1984 to 1986 Previously with Bank of America in London from 1981 to 1984 Andrew is Chairman of Heartstone Inns and Governor of Shrewsbury School Past directorships include Norcros, Malmaison, Scotsman Hotels and INTH Graduate of Cambridge University A. Markman Peters, Senior Advisor Prior Experience Markman Peters was most recently the Global Head of Wealth Management at Jefferies & Co. From 2006 to 2009, he was Executive Vice President and Head of Private Wealth Management at SunTrust Prior positions as Head of U.S. Private Wealth Management at Deutsche Bank and Head of U.S. High Net Worth Group at Citi Previously held senior positions at Credit Suisse First Boston and Goldman Sachs Began his career at Salomon Brothers in fixed income sales MBA from the University of Miami and Bachelor of Arts in Economics from the University of Illinois at Urbana-Champaign 20 An introduction to our firm Contact information Ben Moody President & CEO, Partner Direct: +1 (305) 722 – 7245 Mobile: +1 (786) 556 – 2273 email: [email protected] Edmund R. Miller Senior Managing Director, Partner Direct: +1 (305) 722 – 7244 Mobile: +1 (305) 987 – 0995 email: [email protected] Mauricio Borgonovo Managing Director Direct: +1 (305) 722 – 7246 Mobile: +1 (305) 401 – 7009 email: [email protected] Jabier Arbeloa Add Arbeloa Managing Director Direct: +1 (305) 722 – 7248 Mobile: +1 (954) 740 – 3719 email: [email protected] Sina Guenther Vice President Direct: +1 (305) 722 – 7243 Mobile: +1 (786) 571 – 2728 email: [email protected] Gregorio Arimany Associate Direct: +1 (305) 722 – 7247 Mobile: +1 (305) 607 – 0115 email: [email protected] Eric Higgins Analyst Direct: +1 (305) 722 – 7256 Mobile: +1 (978) 761 – 8111 email: [email protected] George P.E. Ten Pow Chief Financial Officer Direct: +1 (305) 722 – 7253 Mobile: +1 (305) 924 – 7748 email: [email protected] Arlene Wong Office Manager Direct: +1 (305) 722 – 7249 Mobile: +1 (786) 301 – 4186 email: [email protected] Pan American Finance, LLC and PAF Securities, LLC 601 Brickell Key Drive, Suite 604, Miami, Florida 33131 Tel: +1 (305) 577 – 9799 • Fax: +1 (305) 577 – 9766 Website: www.panamfinance.com PAF Securities is an affiliate of Pan American Finance and a member of FINRA and SIPC 21 An introduction to our firm Ralph von Specht (1950 – 2011): Co-Founder of our firm Ralph von Specht was Co-founder of Pan American Finance and PAF Securities. Ralph passed away on September 18, 2011 after a brave struggle with ALS (Amyotrophic Lateral Sclerosis, also known as Lou Gehrig’s disease). Ralph faced his adversity with courage, directness, and his characteristic sense of humor. In the brief time given to him, following his diagnosis in January 2011, Ralph showed us how to live life and to face the inevitable. Ralph is survived by his wife, Celia; his father, Dieter; his sisters, Cornelia and Sylvie; his brother, Andreas; and their families. Ralph is much missed. For over 35 years, Ralph provided sound advice and good counsel to companies and their owners, to institutional investors and to governments, principally in the Latin American markets. He had particular expertise and extensive transaction experience in the Consumer Products, Food & Beverages, and Industrials & Manufacturing sectors. Ralph’s banking heritage dates back to 1590, to the foundation of what is now Berenberg Bank, the oldest private banking business in Germany. For more than 400 years, the family and company have been closely linked with city of Hamburg, Germany. Ralph began his banking career in 1975 with J.P. Morgan in Frankfurt, Germany, and, shortly thereafter, relocated to New York to work on the bank’s German Desk, advising German corporations and their U.S. subsidiaries. In 1982, Ralph began what became his career focus on Latin America, managing and executing mergers and acquisitions, restructurings, project financings and corporate finance transactions, such as debt and equity placements, bank refinancings, and loan syndications. He served as J.P. Morgan's representative on the debt refinancing advisory committees for Argentina and Venezuela, and led several large restructuring transactions, such as Aerolíneas Argentinas, Banco de la Nación de Argentina, Electricidad de Caracas, Toyota de Venezuela and General Motors de Venezuela. In 1988, Ralph founded his first investment banking firm in Caracas, Venezuela, von Specht & Asociados, that became one of the leading corporate finance advisors in the country. He represented the interests of ING Bank in Venezuela and became their joint venture partner. After selling his firm to ING Bank in 1996, he formed and built La Ceiba Finance, also an investment banking advisory firm, which he subsequently partnered and eventually sold to Vencred, an affiliate of Banco Venezolano de Credito. He relocated to Miami in 2001, and, with Ben Moody, co-founded Pan American Finance in 2003 and PAF Securities in 2006. Ralph was a graduate of Hamburg University and of the European Business School (in Frankfurt, Paris and London), after surviving his boarding school education at Louisenlund in Guby, Germany. Ralph, together with his wife, Celia, was committed to helping those around him, particularly in adversity. Ralph became the unofficial “mayor” of his adopted home in the small fishing village of Caruao, Venezuela, and – with the help of his friends (and a little “arm-twisting”) – created a hospital, library and school in the village. He led campaigns to raise the money to re-build homes in Grenada, El Salvador, Peru and Venezuela, after devastation caused by hurricane, earthquake and flood. To fund these charitable efforts, in 2007 Ralph created the Pan American Finance Relief Fund. In his memory, we have rechristened this as the Ralph von Specht Relief Fund and, in addition to continuing Ralph’s legacy of providing disaster relief, the fund will also raise donations to support research and caring for those diagnosed with ALS. “We make a living by what we get, but we make a life by what we give” (Sir Winston Churchill). 22 An introduction to our firm 23 An introduction to our firm