Assessment

Proven track record in optimizing capital structure design to maximize tangible value creation.

Proprietary CAPSIS-Capital Structure Integrated Strategy ® methodology through decades of experience.

Corporate & Finance Strategy;

Reorganization, Transformation & Restructuring;

Capital Structure, Corporate Risk Management & Capital Allocation Decisions;

Growth Strategy;

Corporate Preparation for Strategic Moves (IPO, M&A);

Value Creation M&A (Sell, Spin-off, Merge);

Value Creation Acquisition Strategy and Settlement (LBO & Others);

Crisis Management & Negotiations;

Entrance in Brazilian Market; *

Expansion in Brazilian Market Assessments (Strategy, Network, Partnerships).*

* Dedicated to international clients.

Core Values

Our Principles
I
PURPOSE

Corporate finance is a toolbox to create value and make the world a better place;

ii
EXPERTISE

Knowledge and experience is never enough;

iii
CREATIVITY

Creativity is the ability to make knowledge useful;

iv
COMMITMENT

Time is our most precious asset;

v
HANDS-ON

Complex questions demands simple and sophisticated, but never simplistic answers;

VI
TRANSPARENCY

Intellectual honesty is always the best service;

VII
ETHICS

Ethics and principles are not negotiable;

VIII
DIFFERENCE

We never go to parties we have not been invited to;

ix
HONESTY

Only charge when we honestly believe we have created value for the client;

x
CLIENT FOCUS

Unimplemented advice is useless for the client.

Our way of doing
Every client is unique:
Complex problems require stailor made solutions.
Each corporate should seek its own strategic competitive advantages.
The capital structure strategy integrated as a component of the corporate strategy is the most efficient route to preserve and align shareholders returns with a value creation strategy.

Understanding the difference

ACF VALUE CREATION M&A & ADVISORY
IB M&A & TRADITIONAL ADVISORY
Long-term relationship
Transactional relationship
M&A / Fundraising & Corporate Restructuring are just alternatives
M&A / fundraising & corporate restructuring are lines of product
Deep hands-on approach
Work based on “top level” information
Advice on operational value creation
Do not advise on operational assessments
Do not cover financial sponsors, no conflict of interest
Cover financial sponsors, possible conflicts of interest
Only work for few and selected clients
Work on as many transactions as possible, seeking the benefits of scale
Do not work as a broker
Preferably work on cases limited to “open bidding auctions”
Do partnerships with other advisors when it is in client’s interest.
Hardly work in partnership with other advisers.
clients that hire acf
CLIENTS THAT HIRE IB / TRADITIONAL ADVISORS
If you want a long-term oriented trusted advisor relationship
If you want a short-term transactional exchange
If you want a trusted advisor that will recommend the best strategy, even when it does not trigger any transaction success fee
If you do not want to hear different thoughts or strategies
If you want a critical and strategic approach, strengthening the client for all possible future scenarios and not just for one kind of transaction
If you do not want a critical approach to the company as a whole and just want an adviser that “sells it as it is” for the best price possible
If you understand that a competitive bidding process is just one of many alternatives
If you just want a broker for a competitive bidding process based on price
If you understand the value of having singular focus and priority
If you do not see value in an exclusive advisory service, if you only want a broker todo a transaction at the cheapest brokerage fee possible
If you want an advisor who understands how strategic advice connects to your company’s operations on-the-ground.
If you are not concerned that the party advising you on major actions does not have the background to understand how your company operates on-the-ground.

Methodology Conceptual Framework

Alexander Corporate Finance has developed its own proprietary methodology on the corporate value creation components.

It is protected by ©copyright and it is registered as CAPITAL STRUCTURE INTEGRATED STRATEGY - CAPSIS®

CORPORATE FINANCE ANOMALIES QUESTION LIST AS INSPIRATION

1

REAL WORLD FACTS

2

ECONOMICS THEORY

3

FINANCE THEORY

4

BUSINESS ADMINISTRATION ACADEMICS

5

CORPORATE FINANCE TECHNIQUES

6

CORPORATE FINANCE PREMISSES

7

LEGAL FRAMEWORK IMPACTS

I

BUSINESS AND CAPITAL VALUE CREATION ARE INTEGRATED

ii

IMPACTS ON CORPORATE AND EQUITY VALUE CREATION ARE TARGETS

iii

IT REQUIRES PERFECT ALIGNEMENT AMONG PARTIES

CAPSIS – General Road Map

1
CORPORATE
As it was
CONSEPTUAL CAPSIS BENCHMARK
Long-term Competitive Equilibrium
Non-Economic Profit or Market Return
2
OPERATIONAL
Operational Competitive Advantage
Business Transformation
  • Operations
  • Capex/Opex
  • Working Capital
3
FRICTIONAL EFFECTS
Potential Impact on Capital Value
Frictional Effects Adjustments
  • Societary Structure and Organization
  • Governance
  • Communication
4
CAPITAL
Capital Structure Advantages and/or Disadvantages
Capital Structure Adjustments
  • Leverage
  • Sources of Capital
  • Debt Reprofile
  • Structured Finance
5
CORPORATE
Competitive Advantage
6
TRANSACTIONS
Origination & Negotiations
Strategic Moves
  • Divesting of Non-Core Assets
  • Business Spin-Offs
  • Strategic M&A
  • IPO
STRATEGIC TRANSACTION
Closing
7

Founder

STEFAN ALEXANDER
CEO
Managing Partner

Mr. Alexander founded Alexander Corporate Finance (“Acf”) and serves as its CEO and Managing Partner since 2011

Mr. Alexander holds a B.S and an M.S. in Economics from PUC-Rio and has attended several executive education programs at the most prestigious business schools. He has lectured Applied Corporate Finance at the PUC-RIO Economics Department since 2018.
As Acf’s Managing Partner, Mr. Alexander has worked with several different Brazilian and international companies in a diversified range of sectors and businesses.
Mr. Alexander is specialized in Financial Strategy, Corporate Governance, Strategy and Negotiation. On multiple, occasions Mr. Alexander had served aschairman, board member, advisory board member and managing committee coordinator at various enterprises.
Mr. Alexander is the creator of Acf’s proprietary corporate finance strategy methodology: Capital Structure Integrated Strategy - Capsis ®

BOARD EXPERIENCE

FABRIMAR S.A.
Sanitary Metals
Advisory Board Coordinator

2015 to 2017

ZAMBONI COMERCIAL
Wholesale
Advisory Board Member

2014 to 2016

EL TEJAR S.A.
Agribusiness
Board Member and Chairman of the Board

2013 to 2015

ESPORTE INTERATIVO
Media, Digital & Sports
Board Member

2012 to 2015

OI S.A.
Telecom
Special Committee Coordinator (Telemar S.A).

2011

NET SERVIÇOS S.A.
Pay-Tv and Telecom
Board Member and Finance Committee

2000 to 2010

SEGURADORA ROMA
Insurance
Board Member and Chairman of the Board

2000 to 2006

PREVIOUS PROFESSIONAL EXPERIENCE

C-LEVEL EXECUTIVE

GLOBO GROUP

Special Projects Director

2010 to 2011

Corporate Director of Finance (CFO)

2002 to 2010

Planning and IR Director

2000 to 2002

INVESTMENT BANKING

BANK OF AMERICA / NATIONSBANK
Head of Capital Markets Brazil

1996 to 2000

BBA CREDITANSTALT BANK BRAZIL
Corporate Finance VP and Head of Distribution

1994 to 1996

UNIBANCO S.A.
Investment Banking Manager

1994 to 1994

ACADEMIC

LECTURER AT ECONOMIC DEPT.PUC/RIO
Applied Corporate Finance

2018 until now

INSTITUTIONAL

FINANCE INSTITUTE - IBEF
Vice President

2013 to 2017

AWARDS & EDUCATION

ACADEMIC AWARD

MASTER´S DEGREE AT PUC-RIO
Academic Performance Award

1992

EXECUTIVE EDUCATION

Advanced Management Program (FDC/INSEAD)

2009

Corp. Fin. In Global Markets (INSEAD)

2008

Corp. Fin and Fin. Restructuring (AIF)

2011

Advanced Valuation (AIF)

2010

Value Creat. Through Effec. Boards (IESE/Harvard)

2017

PROFESSIONAL AWARD

ANEFAC (NAT. ASSOC. EXEC. FIN. & ACCOUNT.)
CFO of the Year

1996 to 2000

TRANSACTIONS AWARDS

LATIN FINANCE MAGAZINE

Deal of the Year (VALE PRIVATIZATION)

1997

Privatization of The Year (VALE PRIVATIZATION

1997

Deal of the Decade (VALE PRIVATIZATION)

1997

Restructuring of The Year (GLOBO GROUP)

2005

PERSONAL HONORIFIC AWARD

JUDICIARY POWER (TRT1)
Comendador da Ordem do Poder Judiciário

2016

Case Studies

Hospitality Case

Reorganization, restructuring, transformation & capital structure development

2017- 2022

In May 2017 Alexander Corporate Finance (“Acf”) and AC2M signed a joint mandated with the company to conduct a transformation process and the evaluation of strategic alternatives. Mr. Eduardo Souza (CFO) and Mr. João Carlos (COO) were selected and pointed as interim managers. CBRE was hired as real estate advisor (www.cbre.com.br).

The transformation process, among other objectives, achieved reversion of the negative operational cashflow, the payment of all debt obligation on due terms and conditions and outstanding improvement of service quality and clients' evaluations

The project dedicated much attention on the realignment of the shareholders broken by an historic of events. The alignment was a precondition for a successful strategic solution.

In 2020 after a sequence of strategic alliances explored and not concluded by disagreements among shareholders the Covid pandemic hit drastically the hospitality sector. The company decided to close operations to preserve cash and the assets value.

In 2020 the company was successfully sold to a Financial Investor with full agreement among shareholders.

1
CORPORATE
As it was

CONSEPTUAL CAPSIS BENCHMARK

Long-Term competitive Equilibrium

Non-Economic Profit or Market Return

2
OPERATIONAL
Operational Competitive Advantage

ACF – DIAGNOSIS & COORDINATION

Transformation Partners

  • Interim Management General – AC2M
  • Interim Management Finance – Mr. Eduardo Souza
  • Interim Management Operations – Mr. João Carlos Penna
3
FRICTIONAL EFFECTS
Potential Impact on Capital Value

ACF – GENERAL GOVERNANCE & COORDINATION

Governance Partners

Shareholders Governance – Mr. Flavio Grecca

4
CAPITAL
Capital Structure Advantages and/or Disadvantages

ACF – NEGOTIATION & COORDINATION

Capital Structure Partners

Interim Management – Mr. Eduardo Souza

4
CAPITAL
Capital Structure Advantages and/or Disadvantages
5
CORPORATE
Competitive Advantage

5
CORPORATE
Competitive Advantage
6
TRANSACTIONS
Origination & Negotiations

ACF – NEGOTIATION & COORDINATION

Real Estate Partner

Real Estate Broker – CBRE

6
TRANSACTIONS
Origination & Negotiations
STRATEGIC TRANSACTION
Closing
7
7
STRATEGIC TRANSACTION
Closing

Sanitary Metals

Reorganization, restructuring, transformation & capital structure development

2015 – 2017 -2019

In October 2015, Alexander Corporate Finance (“Acf”) was hired by Fabrimar, the third largest Brazilian sanitary metals manufacturer to perform a diagnosis on its Capital Structure and financial situation.

In January 2016, under Acf's coordination, Fabrimar adopted a new Governance Structure. The former Board was replaced by the Family Board and the Management Committee.  A new CEO and CFO were appointed.

Over the year of 2016, the Management Committee conducted several initiatives covering a broad range of fronts. Specialized consultancies joined the working group, approaching areas such as: Supply Chain, Procurement, Engineering and Environmental. A new Sales Director was hired to conduct a full change on the commercial area.

Tigre, the main Brazilian manufacturer of pipes and fittings, approached Fabrimar looking for “ways to explore the Sanitary Metals” as a natural move on its strategy. Due to the Transformation process in course in Fabrimar, the conversation evolved to a strategical negotiation coordinated by Acf.

In November 2016, Tigre and Fabrimar signed a bidding agreement. In the agreed structure, Tigre would capitalize Fabrimar and become its controlling shareholder. The Familia Martins (former Fabrimar's controlling shareholders) would participate in the Board of Directors.

The transaction was successfully closed in February 2017, after the approval of CADE (Brazilian Antitrust Agency).

In 2019 the remaining shares were sold to Tigre and the Familia Martins were advised by Acf

Click here to see the Article

1
CORPORATE
As it was

CONSEPTUAL CAPSIS BENCHMARK

Long-Term Competitive Equilibrium

Non-Economic Profit or Market Return

2
OPERATIONAL
Operational Competitive Advantage

ACF – DIAGNOSIS & COORDINATION

Transformation Partners

  • Strategic Transformation – Phares Consultancy
  • Interim Management – Comatrix & De Luca
  • Procurement – Procurement Garage
  • Engineering – CBC
  • Environmental - MLF
3
FRICTIONAL EFFECTS
Potential Impact on Capital Value

ACF – GENERAL GOVERNANCE & COORDINATION

Governance Partners

  • Corporate Gov – Phares Consultancy
  • Shareholders Gov – Mr. Paulo Novis
4
CAPITAL
Capital Structure Advantages and/or Disadvantages

ACF – NEGOTIATION & COORDINATION

Capital Structure Partners

  • Interim Management – De Luca
4
CAPITAL
Capital Structure Advantages and/or Disadvantages
5
CORPORATE
Competitive Advantage

5
CORPORATE
Competitive Advantage
6
TRANSACTIONS
Origination & Negotiations

ACF – NEGOTIATION & COORDINATION

M&A Partners

  • Strategic negotiation – Phares Consultancy
6
TRANSACTIONS
Origination & Negotiations
STRATEGIC TRANSACTION
Closing
7

7
STRATEGIC TRANSACTION
Closing

Wholesale Case

Reorganization, restructuring, transformation & capital structure development

2014 - 2017

In May 2014, Alexander corporate finance (“Acf”) was hired by Zamboni, the largest wholesale distributor in the state of Rio de Janeiro Estate, to performa diagnosis on its capital structure and financial situation.

In June 2014, Acf appointed an interim CFO to conduct the capital structure transformation project and Mr. Alexander was appointed member of the advisory board.

Under the coordination of Acf and supervision of the Advisory board, Zamboni revised and restructured all its financial activities, procedures and practices. The whole project aimed at improving Zamboni´s management skills and avoiding to create any future dependence of external advisers on its regular activities. Following this objective, in 2015 the interim CFO was replaced by adefinitive CFO, selected with Acf support.

Over the same period, following Acf recommendation, the Advisory Board appointed Gradus consultancy (www.Gradusconsultoria.com.br), for a revision of operational procedures and costs (“ROPC Project”) by adopting the “zero base budgeting” methodology.

The capital structure transformation, the ROPC project and all management initiatives resulted in a dramatic improvement of the financial performance and capital structure. Therefore, by the improvement of its working capital efficiency the debt level was reduced more than 65% in four quarters (preserving a long-term relationship with all stakeholders, including, but not limited, workers, suppliers, clients, banks and government). In two years, the net debt/ebitda ratio decreased from 9.28x to 0.73x.

In December 2016 Mr. Alexander left the Advisory Board by the announcement of the conclusion of the capital structure transformation process due to the goals successfully accomplished.

In 2017 Acf advised Zamboni Shareholders on the development of the “group financing arm” through a proprietary receivables fund (FIDC). Acf coordinated the project, including the selection of the financial partner - Valora asset management (www.valorainvest.com.br).

Click here to see the Article

1
CORPORATE
As it was

CONSEPTUAL CAPSIS BENCHMARK

Long-Term competitive Equilibrium

Non-Economic Profit or Market Return

2
OPERATIONAL
Operational Competitive Advantage

ACF – DIAGNOSIS & COORDINATION

Transformation Partners

  • Interim Management – De Luca
  • Operations - Gradus
3
FRICTIONAL EFFECTS
Potential Impact on Capital Value

ACF – GENERAL GOVERNANCE & COORDINATION

Mr. Alexander joined Advisory Board

4
CAPITAL
Capital Structure Advantages and/or Disadvantages

ACF – NEGOTIATION & COORDINATION

Capital Structure Partners

  • ASSET MGT – Valora
4
CAPITAL
Capital Structure Advantages and/or Disadvantages
5
CORPORATE
Competitive Advantage

5
CORPORATE
Competitive Advantage
6
TRANSACTIONS
Origination & Negotiations
6
TRANSACTIONS
Origination & Negotiations
STRATEGIC TRANSACTION
Closing
7
7
STRATEGIC TRANSACTION
Closing

Methodology Highlights

Corporate Value Creation Components

Competitive advantages and/or disadvantages could either come from businesses or financial aspects

Operational Competitive Advantages

Patents, Regulation & Geography
Distribution, Network Effect & Scale
People, Product, Service & Content
Technology, Cyber Security, Efficiency & Supply-chain
Brand, ESG & Client Fidelity

Financial Competitive Advantage

Capital Structure & Funding

Capital Structure Optimization

It is beyond treasury and/or corporate finance best practices, it is a corporate value components integrated approach