1. THE SECRETS BEHIND THE BEST DEALS IN THE SECTOR
PRESENTED TO: FUTURE WORLD LEADERS
IN RECRUITMENT
Presented by: J SLIPPER Date: SEPTEMBER 2016

2. DISCLAIMER
Some names and identifying details have been changed to protect the privacy of individuals !

3. AGENDA My background Making your asset attractive Valuations Deal
how I fell into recruitment?
Roles & results
Making your asset attractive
Valuations
Deal
Pre-deal thoughts
during the deal thoughts
Conclusions

5. EBITDA -high single digit
SWIFT
EBITDA 6/8x,
Gresham MM 2x
IRR- low
[sell side]
Staffgroup
EBITDA -high single digit
Phaidon
EBITDA- +6/7x multiple
[sell &buy side]
MY BACKGROUND
Qualified ACA
+20 years PQE
Deals experience:
Boutique;
Big 4 - director
PE - partner
Management - C suite
Private equity - Gresham
C Suite Recruitment
Swift - Oil and Gas recruiter;
Staffgroup; and
Phaidon International

6. DEAL SECRETS – Make it an Attractive Asset
What is the story?
Increasing the value through everyday decision making
Enterprise Value = profit x multiple
With every decision, does it increase my profit, my multiple or both. And in the right time frame!

7. DEAL SECRETS – Make it an Attractive Asset
Examples of increasing value
Source: Deloitte, Phaidon International

8. DEAL SECRETS – Valuation = Art not a Science
Enterprise value = profit x multiple XXX
Less debt (XX)
Add cash X
Equity value XX
Lets explore each of those ( view changes depending where sit on deal)
Profit – EBITDA/EBIT/EBT, LY, CY, LTM, future, underlying,
Debt – loans, IDF, customer advances, overpayments, tax, HP, onerous leases.
Multiple – publicly traded, recent deals

9. DEAL SECRETS – Valuation = Art not a Science
(a selection)

10. DEAL SECRETS – Pre-deal
Key questions an investor wants to know
What's special/ what are you famous for?
How do you make money?
Why now?
Am I buying from the inside?
What happens in your business in a recession?
Choosing the team
Management team
Your advisors- Corporate Finance/ Legal

11. DEAL SECRETS – During the Deal
Deal teams
CFO & FC
CEO
Advisor – day to day
No surprises
Dataroom
Financial and commercial due diligence
Acquisition DD v VDD
Competition – healthy!
Financial performance

12. PRE-DEAL – Choosing your financial partners ( assumes institutional ownership)
MBO Team
Debt Providers
Equity Investors
Newco
Vendor
Loan Agreement
Loan
Shares
Service
Agreements
Subscription
Articles of
Association
Purchase
Consideration
Sales and
Purchase Agreement
Key:
Cash Movements
Legal Agreements
Table 4 – Relationships set up in an MBO

13. CONCLUSIONS Know what you want! Follow the cash
The clock ticks very slowly at certain points on a deal
Delays generally means bad news
PE final thought….