375 Park Associates LLC - Your Growth Partner (C) GMT

1. C O N F I D E N T I A L | www.375parkllc.com
YOUR GROWTH PARTNER
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2. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Agenda
Who We Are
International Connections
What We Do
Value
3 ©
Growth Opportunity Index ™ by Sector
Selected Mandates
Considerations & Deal Busters
Selected Success Stories
APAC Market Overview
Transaction Overview

3. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Who We Are
YOUR GROWTH PARTNER
©

4. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Who We Are
375ParkAssociatesspecializesinprovidinggrowth
andfinancialadvisorysolutionstosmall-tomid-sized
middlemarketcompanies.Ourpartnersandassociates
haveclosedtransactionsintheU.S.andabroadranging
fromUSD10milliontoUSD150millioninvalue.
Weareunitedbyastrongsetofethicalvalues,whichwe
usetodeliverresultsforourstakeholders.Ourteam
includesformerassociates,vice-presidents,and
managingdirectorsfromtop-tierinvestmentbanksand
Global100companies.
375ParkAssociatesisheadquarteredinNewYorkand
hasofficesinHongKongaswellasaffiliatesinAsia,
Canada,Europe,andtheU.S.

5. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
What We Believe
Weareunitedbyastrongsetofethicalvalues,which
guideourunwaveringmoralresponsibilitytoALWAYS
DORIGHTBYOURCLIENTS,OURTEAM,andOUR
COMMUNITIES .
Thiscommitmentdefineswhoweare:
PASSIONATE
CANDID
INTERNATIONAL
RESONSIBLE
STRONG MORALCOMPASS

6. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Our Senior Team
Alberto Pagliarini
Advisor
MDGeminiCapital
ex-DaiwaCapitalMarkets,Hong
Kong;Barclays,London;Morgan
Stanley,NewYork&HongKong;
Bain;McKinsey&Co
MsC Mechanical Engineering -
PolitecnicodiMilano
MBAFinance&Accounting–NYU
Stern
Roberto Salis
Regional Director
ex-Buderus (Robert Bosch
Termotechnik Division),SpA,
Bticino, Italy,Schlumberger
IndustriesSpA,ItalyandUK
MsC Mechanical Engineering –
PolitecnicodiMilano
BsCAgriculture,Viticulture,and
Enology-UniversitàdegliStudidi
Milano
Eric A.M. Dennis
Managing Director
ManagingDirector–ABPhoenixLLC
ex-JeffersonFunding,StateStreet
Bank N.A., Manufacturers
Hannover,NewYork;BankofNew
England,Boston
SchoolofEngineering–Boston
University
AeronauticalEngineering–Embry
RiddleUniversity
Gregory M. Thomas
Director of Operations
CouncilMember–GersonLehrman
Group
ex-IMC,HongKong;Foundation
Consulting,HongKong;Nextel,
WhitePlains;McDonald’s,Boston;
IKON
MBA-EdinburghBusinessSchoolat
HeriotWattUniversity
BsCCommunications –Almeda
University
Reuben L. Sushman
Managing Director
President–MacduffAdvisorsLLC
ex-Empire Futures,Citigroup,
Morgan Stanley,PinnacleAsset
Management ,NewYork;Adjunct
professoroffinance-FrankG.Zarb
SchoolofBusiness,HofstraUniversity
MBAFinance–NYUStern
BABusinessAdministration-Rutgers
University

7. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
International Connections
YOUR GROWTH PARTNER
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8. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
International Connections
Ourinternationalconnectionscanhelpyou
reachnewcustomersoraccesslowercostof
capital.Connectionsinclude:
PrivateBanks
Advisors&FamilyOffices
RegionalInvestmentBanks
CommercialBanks
PrivateEquity&HedgeFunds
IndustryPlayers

9. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Selected International Connections
for indicative purposes only
Private Banks Advisors & Family Offices Regional Investment Banks
Commercial Banks Private Equity & Hedge Funds Industry Players
DNY TRUST

10. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
What We Do
YOUR GROWTH PARTNER
©

11. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
What We Do
Energy
Healthcare
Luxury & Lifestyle
Water & Waste
Due Diligence
International Expansion
Joint Ventures
Leveraged Buyouts
Licensing
M&A & Liquidity Events
Strategy &
Implementation
Services for securities transactions are provided independently through FINRA/SIPC registered broker dealers.
Asset & Liability Solutions
Direct Investments
Distressed & Illiquid
Credit
Financial Engineering
PIPE Financing
Receivables Finance
Securitization
Structured Finance
Advisory
Operating Business
REV US $ 20 M ~ $ 200 M
EBITDA ~ 5%
Potential for
EXPONENTIAL Growth
Mandate US $ 10 M ~
$ 150 M
We assist growth
companies to
transform large, old-
school industries by
improving their
access to customers
and capital.
Access to
CUSTOMERS in Asia-
Pacific
Access to CAPITAL
from Asia-Pacific

12. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Competitive Advantage
Quality
•Endeavor to provide WORLD CLASS advice & support.
•unwavering moral responsibility toALWAYS DO RIGHT BY OUR CLIENTS ,OUR
TEAM, andOUR COMMUNITIES .
Innovation
•Offer our clients the insights they need to realize EXPONENTIAL growth.
•Develop & implement NEW PRODUCTS & PROCESSES .
Efficiency
•Focus on AGILITYand SOLUTIONS .
•Deliver VALUEat every step.
Responsiveness
•Small number of clientele allows for MORE FOCUSES CUSTOMER SERVICE .
•Every engagement is led by an EXPERIENCED PARTNER .

13. © 375 Park Associates | www.375parkllc.com
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rd
party without the prior consent of 375 Park Associates .
Value
3
©
YOUR GROWTH PARTNER
©

14. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
VALUE
3 ©
Preliminary
Due Diligence1
Market Survey2
Expression of
Interest3
WEKNOW THEMARKETS WESERVE–
specificallycross-borderM&AinAPAC;
WEKNOW WHATBUYERS ARELOOKING
FOR;
Webelievecreatingamarketforyour
companyistheBESTWAYTOINCREASE
ITSVALUE;
Every engagement isLED BY AN
EXPERIENCED PARTNER.
Give us 3 MONTHS and we will introduce you to
INTERESTED PARTY(S).

15. © 375 Park Associates | www.375parkllc.com
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rd
party without the prior consent of 375 Park Associates .
Growth Opportunity Index™
YOUR GROWTH PARTNER
©

16. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Energy

17. © 375 Park Associates | www.375parkllc.com
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rd
party without the prior consent of 375 Park Associates .
4.0
3.3
3.5
4.0
3.2
3.8
3.2
3.2
3.8
3.6
4.0
4.3
4.1
3.8
Batteries
Analytics
IT Security
SAPS
Transmission/Transportation
Efficiency/IoT
Location Aware Technology
Sensor Technology
In Memory Computing
Advanced Metering
Water Evaportation & Humidity
Power
Energy Recycling
Photovoltaic-Piezoelectric Fibers
Asset Performance Management
$14.57
$1.26
$13.30
$8.60
$0
$40
$80
$120
$160
2011 2012 2013 2014
Billions
Total
Mid Market
Growth Opportunity Index
™ 1
: APAC
Market
M&A Activity 2011 ~ 2014
3
Energy
1: Growth Opportunity Index : Proprietary measurement of mid-market growth potential based on
market, technology, and other factors.
2: Sources: Accenture and IEA
3: Sources: Dealogic and William Blair
Common Cross Border Motivations
Volume
Extension
Regional
Extension
Product
Extension
Capability
Extension
Forward
Extension
Backward
Extension
Business
Extension
Deal Activity Deal Value

18. © 375 Park Associates | www.375parkllc.com
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rd
party without the prior consent of 375 Park Associates .
Healthcare

19. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
3.5
3.7
3.9
4.3
3.9
4.1
3.8
3.6
3.7
4.0
3.6
3.8
3.5
3.8
3.7
Personalized Healthcare
Analytics
Connected Health
Diagnostics
Specialized Devices
Specialized Pharma
Generics
BiosimilarsMedical Records Management
Manufacturing Equipment
Inventory Management
Robotics
DNA Storage
Nutrition
Traceability & Safety
$38.09
$3.36
$30.71
$28.41
$0
$50
$100
$150
$200
$250
2011 2012 2013 2014
Billions
Total
Mid Market
Growth Opportunity Index
™ 1
: APAC
Market
M&A Activity 2011 ~ 2014
3
Healthcare
1: Growth Opportunity Index : Proprietary measurement of mid -market growth potential based on
market, technology, and other factors.
2: Sources: AT Kearny, Deloitte, McKinsey, National University of Singapore, and World Health
Organization
3: Sources: Dealogic and William Blair
Common Cross Border Motivations
Volume
Extension
Regional
Extension
Product
Extension
Capability
Extension
Forward
Extension
Backward
Extension
Business
Extension
Deal Activity Deal Value

20. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Luxury & Lifestyle

21. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
4.2
4.3
3.7
2.9
3.9
4.0
4.5
3.5
3.3
4.1
3.2
4.0
4.3
3.0
3.6
Food & Beverage
Yachting
Cycling
Aviation
Beauty & Fragrance
Travel
Footwear
FashionToys & Electronics
Leather Goods & Accessories
Home & Furniture
Baby
Watches & Jewelry
Superbikes
Sports & Leisure
Growth Opportunity Index
™ 1
: APAC
Market
M&A Activity 2011 ~ 2014
3
Luxury & Lifestyle
1: Growth Opportunity Index : Proprietary measurement of mid-market growth potential based on
market, technology, and other factors.
2: Sources: Accenture, Boston Consulting Group, ECR, Gereje, and Horwath HTL
3: Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis
Common Cross Border Motivations
Volume
Extension
Regional
Extension
Product
Extension
Capability
Extension
Forward
Extension
Backward
Extension
Business
Extension
Deal Activity Deal Value
$16
$2
$21
$15
$0
$40
$80
$120
2011 2012 2013 2014
Billions
Total
Mid Market

22. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Waste & Water

23. © 375 Park Associates | www.375parkllc.com
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rd
party without the prior consent of 375 Park Associates .
4.1
3.2
4.3
3.9
4.4
4.5
3.6
4.4
4.2
3.6
4.2
4.0
4.3
4.3
4.0
Reuse Technologies
Brine Treatment Technologies
Storm Water Management
Nutrient Recovery & Removal
Analytics
Energy Recovery
Sensors & Containment
Physical Treatment TechnologiesBiotics
Location Specific Filtration
Bio Waste Conversion
Asset Management
Sludge Treatment
E-Seperation
High Recovery Processing
Growth Opportunity Index
™ 1
: APAC
Market
M&A Activity 2011 ~ 2014
3
Water & Waste
1: Growth Opportunity Index : Proprietary measurement of mid-market growth potential based on
market, technology, and other factors.
2: Sources: Asian Development Bank, BlueTech Research, WEPA
3: Sources: Dealogic and William Blair’s Mergers and Acquisitions market analysis
Common Cross Border Motivations
Volume
Extension
Regional
Extension
Product
Extension
Capability
Extension
Forward
Extension
Backward
Extension
Business
Extension
Deal Activity Deal Value
$16
$2
$21
$15
$0
$40
$80
$120
2011 2012 2013 2014
Billions
Total
Mid Market

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This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
Selected Mandates
YOUR GROWTH PARTNER
©

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rd
party without the prior consent of 375 Park Associates .
162-Slate (Sell Side Opportunity)Summary Financial Information
For Fiscal Year Ending 30 September (in USD Million)
Historical Estimated Projected
2011 2012 2013 2014 2015 2016 2017 2018 2019
Net Operating Revenues 80.1 91.7 92.8 92.5 96.1 105.5 119.4 126.1 131.3
Total Operating Expense 83.3 88.9 87.5 87.3 87.0 92.2 99.9 103.9 107.0
Expense Cuts - Feb 2015 0.0 0.0 0.0 0.0 4.4 4.4 4.4 4.4 4.4
(3.2) 2.8 5.3 5.2 13.5 17.7 23.9 26.6 28.7
Total Operating Revenue Growth 14.5% 1.2% -0.3% 3.9% 9.8% 13.2% 5.6% 4.1%
Adjusted EBITDA Margin -4.0% 3.1% 5.7% 5.6% 14.0% 16.8% 20.0% 21.1% 21.9%
Adjusted EBITDA
OPPORTUNITY
Privatelyheld,U.S.-basedgroup,headquarteredinKansasCity,Mo.,availableforBUYOUT.
Operating11CAHsin5states(Kansas,Missouri,NorthCarolina,Oklahoma,andTennessee)
Certifiedtoreceivecost-basedreimbursementsfromU.SGovernmentthroughMEDICARE
andotherprograms-ROUGHLY 78%OFALLPATIENTS.
OperationsManagementTeamhas>140YEARSEXPERIENCE inthehealthcareindustry,
includingOPERATING CAHs&HOSPITAL EXPANSION .
OPERATIONS MANAGEMENT
SpecializesintheoperationandnewservicedevelopmentforinpatientandoutpatientCAH
andsmallruralPPShospitals.Theteamhasprovidedconsulting,development,and
managementservicestomorethan800hospitalsthroughouttheUnitedStatesincluding150
CAHs.
Chairman
AttorneyandCPAwithover35yearsinthehealthcareindustry;healsohasanMBA
degreefromtheUniversityofMichigan.
President
Over40yearsofhealthcareexperienceinawiderangeofcapacitiesandhasaMaster’s
DegreeinHospitalandHealthCareAdministrationfromVirginiaCommonwealth
University/MedicalCollegeofVirginiaandaBachelor'sDegreefromtheUniversityof
Maryland.
•ChiefExecutiveOfficer
Over30-yearsofhospitalexperienceandspecializesinstartingnewservicestooffset
fallingrevenuesexperiencedfromdeclinesinutilization.Duringhiscareer,Mr.Arthurhas
helpedtoraisenearly$1billioninrural,non-profithospitalfinancings.
FOOTPRINT
CAHsEXPLAINED
EligibleforCOST-BASEDREIMBURSEMENT fromthe
U.S.GovernmentthroughMedicare.Thisiscalculatedas
costsplus1%.
ImportantlyCAPITAL IMPROVEMENT EXPENSES are
includedinallowableexpensesfordeterminingMedicare
reimbursement.
CAHsalsohaveaccesstoadditionalFEDERAL AND
STATEGRANTMONEY.
TOQUALIFYASACAH,thehospitalmust:
BecurrentlyparticipatinginMedicareasarural
publichospital(non-profitorfor-profit)
BelicensedbythestateasaCAH
Maintainnomorethan25inpatientbeds
Provide24-houremergencycareservicesseven
daysaweek.

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rd
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174-Blackbird (JV Opportunity)
BUSINESS OPPORTUNITY
Morethan15MILLIONLaparoscopicSurgeriesperformed
Globally
Over9MILLIONoftheseuseVERESSNEEDLES
10%year-on-yeargrowth
Distributorfriendlysingleusedevice.
PARTNER CRITERIA
ESTABLISHED surgical device distributor or manufacturer
with distribution capabilities
Recognized LEADERin the segments/geographies
EXISTINGLaparoscopic surgical device division
AGGRESSIVE Go-to-Market Plan
3
8
13
18
23
2014 2015 2016 2017 2018 2019 2020
Millions
Procedures using Veress Needles will
Grow to > 15 Million by 2020
Open Technique
Closed Technique
CLINICALPROBLEM
InitialAccessusingaVeressneedlehasnotchangedin30years
Complicationsratesarefrequentandveryexpensive
Timetoinsufflation!
SOLUTION
New & significant competitive advantage.
Designed to address shortcomings in Laparoscopic surgery
access.
Single Surgical Operator use
Improved insufflation rates
Minimizes need for trocar incisions
Reduces risk of injury to vital organs
SHORTER RECOVERY TIME . LOWER COMPLICATION
RATES. IMPROVED PATIENT SAFETY .
REDUCED operating theater budgets
INITIALDEVICE
CLIENTBACKGROUND
Develop,patent,andmanufacturePROPRIETARY medical
devices.
PatentsapprovedorpendinginAustralia,Europe,Japan,
SouthKorea,UnitedKingdom,andUnitedStates.
3INITIAL PLATFORMS ,eachleveragingthecore
technology.
Class1-LARGETMARKET segment–HIGHVOLUME
procedures.
Leadershipincludesex-MedtronicGLOBAL SENIOR
MANAGER ,seasonedinternationalteam,andtop
cliniciansandresearchers.
AdvisorsincludeGrantThorntonandKPMGamongothers.
PLATFORMS

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rd
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Considerations & Deal Busters
YOUR GROWTH PARTNER
©

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Key Considerations
Business Rationale
•Compelling Strategic Rationale
•Create or Consolidate Market Leadership Positions
•Essential New Technologies, Markets, or Products
Financial Considerations
•Transaction Multiples Compared to Listed Companies and Precedent Transactions
•Effect on Margins
•Revenue and Cost Synergies
•EPS Creation/Dilution
Market Reaction
•Market Perception of Target Company, JV Partner, or Transaction in General
•Consistent, Simple to Understand Story
•Financial Parameter Clarity
•Price Paid / Consideration Mix
Execution Risk
•Time to Close
•Anti-Trust / Regulatory Issues
•Tight Contract Terms
•Integration Strategy

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Failuretoidentifyandperformduediligenceearlyintheprocess,especiallytoensurecomplianceto
governmentalandquasi-governmentalbodies,anti-trustauthorities,andsectorspecificregulations.Proper
duediligenceshouldalsoidentifypotentialregulatorychangesthatcouldeffectthepost-transaction
environment.
BEWARE: Deal Busters
Due Diligence
Stakeholder
Engagement
Deal
Structure
Contractual
Provisions
Failuretoengagestakeholdersatalllevelsincludingkeygovernmentagencies,anti-trustandregulatory
authorities,valuechaincounterparties,media,andemployeegroups.Aplanforengagementshouldbe
implementedearlytoensureabroadbaseofsupport.
Anyfinaldealshouldfactorinthecostsassociatedtoaddressingrisksorunderperformance.Common
approachesare‘fixitfirst’,‘takeorpay’,and‘reverseauctions’toensurebuyerandselleragreeonthepost-
transactionlandscape.Dependingonthespecifics,alternativestructurebeemployedtoallowarouteto
market.
Ensurebuyersandsellersarefullyincentivizedtocompletethetransactionwhileallowingforunintended
outcomessuchasanti-trustorregulatoryrisk.Materialbreakfeesshouldbewithinrelevantlegalrestrictions.

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rd
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Success Stories
YOUR GROWTH PARTNER
©

31. © 375 Park Associates | www.375parkllc.com
This information is confidential and was prepared by 375 Park Associates solely for the use of our client; it is not to be re lied on by any 3
rd
party without the prior consent of 375 Park Associates .
US $78 Mn Structured Finance Solution for
Importer/Distributor
Challenge
BevCoisafederallylicensedandbondedimporteranddistributorofspirits
intheUnitedStates.Thecompanywasrunningshortofcashdueto
workingcapitalpressuresincludingthehighcostoflicensingandinventory.
WewereaskedtoassistBevCoinrestructuringtheirfinances,which
includedsecuringaccesstoshort-termfinancing,alineofcreditand
purchaseorderfinancing.
Approach
Followingexhaustiveduediligenceandrestructuring,webrokeredfinancing
basedonBevCo’sshort-termreceivablesatacompetitivecost.
Deal Sourcing Closing
Deal Packaging
Credit
Enhancement
Financial
Controls
Deal
Strategy
Internal
Audit
.
Due Diligence
Results
WeclosedUS$78Mninshort-term,purchaseorderfinance.The
financingnotonlyimprovedtheBevCo’scashpositionbutallowedthem
togrowinaultra-competitivemarket.
Followingtheinitialfinancing,Mr.SushmanstayedoninacontractCFO
position,closinganadditionalcapitalraisethroughprivateinvestors.
US $78 Mn
Additional Capital Raise
Through Private Investors
Reuben L. Sushman
Managing Director

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rd
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Restructuring for Hyper-Growth
Challenge
Aleaderinthedesignandmanufactureofthehighest-quality‘Technical
Jewelry’;SilverCowasgoingthroughaperiodofrapidgrowthinwhich
revenueshadincreasedbymorethan1,300%injustoverthreeyears.
Despitethecompany’ssuccess,aconvolutedshareholdingstructurewas
syphoningprofitsandthemanagementteamwasstrugglingtoleadthefast-
growingorganization.Assuch,ownershipengagedustotransform
shareholdingstructurewhilstprovidingmanagement thetoolsneededto
leadthecompanyforward.
Approach
Thechangeprogramincludedanewshareholdingstructureaswellasanew
managementsystem.
Results
Operationalefficiencyimprovedallowingtheclienttoimplementseveral
newinitiativesinquicksuccession.Allofwhichallowedoutputtosoar
almostfourteen-foldwhilemaintainingthesameheadcount.
Furthermore,rebalancingtheshareholdingstructureallowedtheclientto
increaseEBITDAbyalmost50%inthefirstyearalone.
Gregory M. Thomas
Operations Director
1
3
9
13
Pre-Project Project Period Year 1 Year 2
Output per Month (Indexed)
Headcount
Output per
month
1
1.49
1.54
1.69
Year 1 Year 2 Year 3 Year 4
Revenue and EBITDA (Indexed)
EBITDA
Sales

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Accelerated Acquisition Achieves $ 10 Million in
Synergies
Challenge
HeadquarteredintheUnitedStates,ChemicalCoisaprivately-held
distributionandmanufacturingcompany.
WewerebroughtontoleadtheSoutheast-AsianintegrationofChemicalCo’s
firstmajorglobalacquisitionwhichwouldincludere-engineeringsales,
marketing,purchasing,supplychain,R&D,finance,andHRtoachieve
promisedsynergiesontimeandunderbudget.
Thiswouldincludepreparingthemanagement ofChemcialCoforthemerger
andoverseeingpre-andpost-integrationprocesses.
Approach
WiththesupportChemicalCo’sregionalandglobalmanagement, we
implementedsolutionstoensureSUCCESS.
Results
ChemicalCoachievedmultiplebenefitsfromtheacquisitionincluding
improvedEBITDAfromsynergiesrealizedthroughthemerger,improved
EBITDAindependentofthemerger,andaone-timeimprovementin
WORKING CAPITALrequirements.
Gregory M. Thomas
Operations Director

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Covering all Major Economies in a Dynamic Region
Challenge
SafeCoisaglobalengineering-designandmanufacturingcompanythat
marketsmaterialhandlingequipmentforindustrialapplicationsthroughits
salesofficesanddistributorsinAsia-Pacific,Europe,andtheUS.However,
after4yearsofoperationintheAsia-Pacificregion,salesperformance
trailedotherregions.
Wewereaskedtohelpdefinethesalesprocess(bothdirectsalesand
throughagents),identifyandperformduediligenceonprospectiveagents,
developtheresourcesrequiredtosupporttheprocess,andassistinbuilding
thesalesnetwork.
Approach
AfteranalyzingtheSafeCo’sproduct,VALUEPROPOSITION ,andmarket
opportunity,aGO-to-MARKET strategywasdesignedandimplemented
acrossAsia-Pacific.
Results
Aftersixmonths,SafeCo’ssalesnetworkincludesallmajoreconomiesin
theAsia-PacificRegionandispoisedforbroadergrowthasagentsbuild
awareness.Duringtheprojectperiodmonthlysalesrecordswerebroken
twiceinsixmonths.
Gregory M. Thomas
Operations Director
M1 M2 M3 M4 M5 M6
APAC Sales vs. Previous Average
(indexed)
Sales
Previous Average

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APAC Market Overview
YOUR GROWTH PARTNER
©

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rd
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3 Billion Middle Class Consumers by
2030
North America, 7%
Europe, 14%
Central and South
America, 6%
Asia Pacific, 66%
Sub-Saharan Africa, 2%
Middle East and North
Africa, 5%

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Your Customers
Ability to Buy Affordability
& Availability
Source: McKinsey Insight Expressed Needs
Home Remedies
Ethnic Snacks
Baby Care Products
Low Cost Autos
Appliances
Beer
Motorcycles
Personal Banking
Mobile Internet
High-end Consumer
Electronics
Premium Autos
Premium Cosmetics
Local Global
Low
High
Designer
Fashion
Luxury Autos
Housing
Higher Education
Fast Fashion

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rd
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Real GDP Growth GDP Growth Forecast
Engine for Growth

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rd
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North Asia
Inbound:ChineseinvestorsleadthechargeintoEuropewithinvestorsfromAustralia,
Japan,HongKong,India,Singapore,andMalaysiashowinginterestedaswell
Outbound:Europeancompaniescontinuetoescapelowgrowthintheirhome
markets,withAsia-Pacific&NorthAmericanbeingthemostpopulardestinations.
Global Cross Border Activity
Europe
Inbound +69%
Outbound +190%
Inbound:U.S.remainsextremelypopularwithinternationalinvestors.Privateequity
MBOsin2014reacheditshighestlevelsince2007.
Outbound:Inversiontransactionswereparticularlypopularin2014,especiallyin
HEALTHCARE .
North America
Inbound +192%
Outbound +55%
Inbound:Asia-Pacificcontinuestobeinfocusascurrencydevaluation,lower
commodityprices,andASEANintegrationrationalizevaluations.
Outbound:OutboundactivitycontinuestorisewithNorthAmericaandEuropewith
moreChinesefirmsseekingtoestablishjointventureswithestablishedplayers.
Asia-Pacific
Inbound +18%
Outbound +14%
Source: Clifford Chance

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rd
party without the prior consent of 375 Park Associates .
Strong Demand for N.A. in APAC
North Asia
2014 -$ 24.3 B
2014 -$ 79.1 B
Source: Dealogic & William Blair –2014 Cross Border M&A Flows
799
1,023
1,049
853
656
646
2009 2010 2011 2012 2013 2014
Outbound Deals
527
599
631
553
444 446
2009 2010 2011 2012 2013 2014
Inbound DealsTop APAC Targets
2013 2014
Australia 8.8% 9.3%
India 7.5% 6.7%
China 5.8% 3.3% Top APAC Acquirers
2013 2014
China 7.7% 12.1%
Japan 12.6% 11.7%
Australia 9.7% 9.2%
South Korea 5.0% 4.7%
Hong Kong 4.3% 3.6%

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rd
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Strong Demand for Europe in APAC
North Asia
2014 -$ 39.8B
2014 -$ 43.3
Source: Dealogic & William Blair –2014 Cross Border M&A Flows
613
689
725
607
494
501
2009 2010 2011 2012 2013 2014
Outbound Deals
512
610
636
591
542
520
2009 2010 2011 2012 2013 2014
Inbound DealsTop APAC Acquirers
2013 2014
China 8.5% 8.7%
Australia 5.4% 6.3%
Japan 8.9% 6.0%
Hong Kong 3.5% 3.3%
India 2.0% 2.5%
Singapore 4.1% 2.5%
Malaysia 1.1% 2.3% Top APAC Targets
2013 2014
Australia 8.5% 7.2%
India 8.9% 7.0%
South Korea 1.4% 3.0%
Singapore 2.4% 3.0%

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rd
party without the prior consent of 375 Park Associates .
WATER & WASTE technologies will continue to be in high
demand.
Private equity will remain key partner.
Dip in commodity export volumes could push the economy
into recession.
Mid-market firms will increase efforts to expand into Asia.
Australia & New Zealand could seek to mediate maritime
issues.
Australasia
Australia, New Zealand, and Pacific Islands
Source: MergermarketSource: Mergermarket
Outlook
Sound fiscal environment
continues to support M&A
activity.
Solid demand in WATER &
WASTE.
Private equity continues to an
active player.
HighlightsWater & Waste
Healthcare
Energy
Luxury & Lifestyle
Australasia Heat Map by
Sector
5 4 4
6 7 6
4 3
3
1
5
5 3
9
8
3
4
7
7
9
8
10
13
10
10
7
13
12
9
14
9
6
Q1 '13Q2 '13Q3 '13Q4 '13Q1 '14Q2 '14Q3 '14Q4 '14
Mid-Market Deal Volumes by Sector
Energy Healthcare Luxury & Lifestyle Water & Waste

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rd
party without the prior consent of 375 Park Associates .
Strong investor confidence in Europe and North America.
WATER & WASTE technologies will continue to be in high
demand.
Plenty of growth opportunity for ENERGY, LUXURY &
LIFESTYLE, and HEALTHCARE over the next 12 months.
Capital market restructuring could impact some deals.
Continued preference for joint venture & technology licensing
over buyout.
Greater China
China, Hong Kong SAR, Macau SAR, Taiwan
Source: MergermarketSource: Mergermarket
Outlook
> 1bn total consumers.
>17%of all deals globally were in
Greater China in ’14.
OUTBOUND investment continues to
grow.
Deals > USD 117.9bn in ‘14, 
59% over ‘13.
Demographics & urbanization drive
deals in all sectors
HighlightsWater & Waste
Energy
Luxury & Lifestyle
Healthcare
Greater China Heat Map by
Sector
7
14 14
22 20 22 26 25
18
24 21
22 23
29
27
43
3
10
8
16
11
21 13
12
40
62
60
74
60
64
86
87
Q1 '13Q2 '13Q3 '13Q4 '13Q1 '14Q2 '14Q3 '14Q4 '14
Mid-Market Deal Volumes by Sector
Energy Healthcare Luxury & Lifestyle Water & Waste

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rd
party without the prior consent of 375 Park Associates .
Japanese firms continue to be STRATEGIC BUYERS as
outbound investment grows.
Mid-market firms to continue their push into Southeast Asia,
via joint ventures and distribution agreements.
Cautious optimism that ‘Abenomics’ will restore growth
domestically.
Aging population creates challenges and opportunities.
Japan
Source: MergermarketSource: Mergermarket
Outlook
Trade sales present biggest
opportunity.
OUTBOUND investmentcontinuesto
growsasmid-marketfirmsseekto
expandwithSoutheastAsiabeingthe
mostpopulardestination.
Aging population will increase
demand for healthcare solutions.
HighlightsWater & Waste
Healthcare
Luxury & Lifestyle
Energy
Japan Heat Map by Sector
7
4
2 2
4
5
3 3
3
3
4
3
5 3 7
5
4
8
3
8
2
3
7
4
18
19
9
13
9
13
6
8
Q1 '13Q2 '13Q3 '13Q4 '13Q1 '14Q2 '14Q3 '14Q4 '14
Mid-Market Deal Volumes by Sector
Energy Healthcare Luxury & Lifestyle Water & Waste

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rd
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Increased buy-side interest will push deal values higher.
WATER & WASTE technologies will continue to be in high
demand.
LUXURY & LIFESTYLE deals could increase over the next 12
months.
Pace of regulatory reform could delay some deals.
Compulsory licensing continues to impact HEALTHCARE
sector.
South Asia
Bangladesh, India & Sri Lanka
> 1bn total consumers.
Average deal value > 58%in
2014.
Falling prices a big positive for
import-driven ENERGYsector.
Regulatory reform could OPEN UP
the market.
Strong demand in WASTE & WATER
sector.
Highlights
Source: MergermarketSource: Mergermarket
OutlookWater & Waste
Healthcare
Energy
Luxury & Lifestyle
South Asia Heat Map by Sector
3
2
3 3
1
2 2
1
7
6
6
12
4
4
6
3
2
5
3
2
16
21
12
6
10
15
14
16
Q1 '13Q2 '13Q3 '13Q4 '13Q1 '14Q2 '14Q3 '14Q4 '14
Mid-Market Deal Volumes by Sector
Energy Healthcare Luxury & Lifestyle Water & Waste

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rd
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Indonesia, the Philippines, and Vietnam will become the engine
of growth in the region.
Uncertainty will effect confidence in Thailand, but Thai
companies are quickly expanding outside their home market.
Myanmar will come into focus is there is a smooth transition of
power after elections in late-2015.
WATER & WASTE andENERGY technologies will continue to
be in high demand.
Southeast Asia
Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, Philippines, Singapore, Thailand
Source: MergermarketSource: Mergermarket
Outlook
> 600mn total consumers.
WATER & WASTE andENERGY
remain most active sectors.
>80% of deals are with industry
players.
Singapore remains home to most
joint ventures.
Growth opportunity in Indonesia, the
Philippines, Thailand & Vietnam
HighlightsWater & Waste
Energy
Healthcare
Luxury & Lifestyle
Southeast Asia Heat Map by
Sector
10
9 9
7
12
13
12
11
1
2
4
4
1
2
2
2
4
8
1
2
8 4
7
8
11
18
15
14
8
11
16
12
Q1 '13Q2 '13Q3 '13Q4 '13Q1 '14Q2 '14Q3 '14Q4 '14
Mid-Market Deal Volumes by Sector
Energy Healthcare Luxury & Lifestyle Water & Waste

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Transaction Overview
YOUR GROWTH PARTNER
©

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rd
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Typical Timing of an M&A Transaction
for indicative purposes only, actual timing may vary
Negotiations and
Closing
Negotiate and sign definitive agreement
Closing
Preliminary Due
Diligence
Market Survey &
Expression(s) of
Interest
Preparation of Management Presentation
Initiate Contact with Buyers
Activity
Due Diligence Meetings
Information Memorandum
Finalize buyer list
Deliver Information Memorandum
Finalize Management Presentation and Data Room
Buyer due diligence
Receipt and review of final proposals
Organizational meetings
Action
Weeks
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17
Non-Binding Letter of Interest

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rd
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Detailed Process Map
1. Scoping
Establish Client’s
Investment Criteria
Establish Deal
Parameters
Preliminary Due
Diligence
2. Create Acquisition
Model
Valuation Modeling
Transaction Structure
Teaser
Information
Memorandum
3. Search
Market Survey
Long List
Management
Presentation
4. Initial Research
Attorney & IB
Network
Media & Reputational
Search
5. Solicitation
Initial Contact
Follow Up
Revised Long List
6. Information
Submission
Set up Data Room
Due Diligence
Requirements
7. Due Diligence
Financial Due
Diligence
Investigative Due
Diligence
Operational Due
Diligence
8. Candidate Review
& Grading
Review Results
Grade Candidates
9. Desirability &
Valuation
Confirm Against
Agreed Criteria
Confirm Valuation
10.. Review
Prepare Analytical
Summaries
Agree on Short List
11. Offer
Prepare & Present
Offers
12. Simultaneous
Negotiation
Negotiations with
Multiple Candidates
13. Evaluate Acquisition
Terms
Review Term Sheets &
Pick Best Offer
14. Recommendation to
Client
Best Offer(s) & Reasons
Why
15. Final Negotiations
Finalize Purchase and
Sale Contract
16. Final Due Diligence
Final DD of Remaining
Candidates(s)
Confirm Results of
Previous Due Diligence
Could Impact Closing
17. Close Transaction

50. THANK YOU
C O N F I D E N T I A L | www.375parkllc.com
Gregory M. Thomas
Growth Advocate
[email protected]
Hong Kong: [phone] New York [phone]
Twitter: gregsgroove WeChat: gmthomas

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subsidiariesandaffiliates,the“company”)usinginformationprovidedbythecompanyandotherpubliclyavailableinformation.
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