University Training - M&A - Silverstone - Vsent
University Training - M&A - Silverstone - Vsent
University Training - M&A - Silverstone - Vsent
1 Private Equity “Phoenix Capital Management” (PE) limited bought 100% of the car parts manufacturer “Monza GmbH” back in 2018. Having completed its targeted
holding period, the PE would now like to exit the business.
2 You are either part of Motherson Group, a leading automotive supplier which is looking to strengthen its product portfolio and gain access to American EV OEM and
Case Study
new technologies or part of “Silvermann Sachs” ” a leading investment banking firm which has been mandated by the sell side company, i.e. Private Equity firm
“Phoenix Capital Management” to assist and advise them in selling the company.
3 You have received or prepared the Confidential Information Memorandum (CIM) on Monza GmbH, under the code project name “Silverstone”, which was shared
with Motherson as a potential investors.
4 You are now meeting Phoenix Capital Management or Motherson to agree on valuation and next steps. Your target is to ensure transaction certainty and achieve
best conditions for the shareholders, which you have met prior to the meeting.
5 In context of upcoming meeting Phoenix Capital Management has requested the following from you:
➢ Analyze the company and the proposed business plan to form a view on its achievability
Preparation
➢ Provide an overview of key most critical value drivers along with key questions which you expect from your shareholders for the meeting and your suggestions
for the right answers
➢ Please specify your view on (1) Valuation based on the business plan and (2) Maximum value you plan to pay for this asset, which should be based on a
detailed company valuation in excel including DCF, Multiples, Net Asset Value (Enterprise and Equity Value)
➢ 1-3 executive slides which you will present to the sell-side during the meeting to achieve your desired results including SWOT and Valuation outcome
6 Ensuring project continuity and alignment on the valuation is critical for your team.
Negotiation
During the meeting you will have the opportunity to present your executive slides, receive the counterparty presentation and have a negotiation round
Your target is to reach a preliminary commercial agreement on:
➢ Valuation for Enterprise and Equity Value for Project Silverstone
➢ Any key commercial terms or caveats for the valuation subject to which the investor would be invited into the due diligence phase
Project Silverstone
Confidential Information Memorandum
Executive summary
4
Project Silverstone | Process & Overview.
• Project Silverstone is a unique opportunity to acquire a leading automotive interior supplier Monza Group.
Locations
• Monza Group is 100% owned by Phoenix Capital Management through its subsidiary Monza Holdings GmbH.
HQ 8 Plants
• Phoenix Capital Management has mandated Silverman Sachs as an advisor for the sale of 100% of the shares in Germany. Manufacturing Units.
Monza Holdings GmbH (“Monza” or the “the Company”)
• The Company is Headquartered in Stuttgart, Germany and employs approx. 3.200 employees globally.
• Monza is a global market leading Tier-1 supplier of innovative, high end interior systems to premium OEMs
Engineering
including instrument panels, door panels, center console and other decorative interior parts.
Operations
• The Company operates 10 state of the art manufacturing facilities globally offering best in class capabilities in Injection Molding
~3.200 FTE
FY23 Headcount.
injection molding and assembly for its wide customer range
Assembly
• With its 3 design, development and engineering centers and ~100 highly experienced R&D professionals
(including 31 in Innovation) Monza offers complete solution for product development innovation and
industrialization.
• As a trusted development and engineering partner to global vehicle manufacturing, Monza is a long-standing
Financials
supplier to OEMs such as Porsche, Mercedes, US EV OEM, Alfa Romeo and others.
€ 637 Mn 11,2 %
• In 2023, the company reported a total sales of ~EUR 637 Mn at ~11,2% digit adjusted EBITDA margins and is FY23 Net Revenues. Adj. EBITDA Margin FY23
looking to unlock significantly higher value creation during the upcoming years through topline expansion and
profitability improvement measures.
• Monza’s growth targets are backed by a strong orderbook with high level of booked business.
• Numerous additional profitability improvement actions are being implemented by Monza’s highly experienced
and capable management team.
5
Project Silverstone | Transaction Scope.
Pheonix Capital JV Partner 1 Monza was founded in 1981 by Francesco Bellotti to design and
Management Francorchamps manufacture door panels for Porsche and over the years has
transformed into a global solution provider of Interior components to
major OEMs.
Monza Holdings
GmbH 2 In 2018, Phoenix Capital Management acquired the Company from Mr.
Bellotti who had no succession plan and wanted to retire from the
business.
100% 100% 100% 51% 49%
Monza Munich
Transaction Scope
6
Project Silverstone | Footprint.
Bremen
Göteburg ~ 670 HC
Stuttgart ~ 238 HC 1
Stuttgart ~ 25.820 m2 Monza is headquartered in Mannheim, Baden-Württemberg with a
~ 799 HC
~ 799 HC ~ 7.400 m2 Sales and R&D facility.
~ 28.780 m2 ~ 59% Capacity
~ 28.780 m2 ~ 91% Capacity
~ 75% Capacity
~ 45% Capacity
2 The Company maintains state-of-the-art manufacturing facilities in key
automotive growth markets such as the EU, China and the USA,
Munich offering local presence, customer proximity (incl. resident engineers
~ 511 HC and design), local content and competitive cost structures.
~ 23.500 m2
~ 84% Capacity
3 Strongly established in Europe, Americas and development additional
opportunities in China foreseen.
Fremont
~ 187 HC Shanghai 5 Global presence of R&D and design center to cater customer needs,
~ 260 HC approach new customers as well and diversify the customer portfolio.
~ 17.350 m2 Shanghai
SOP 2027 ~ 24.910 m2
~ 30% Capacity Maranello
~ 49 HC ~ 60% Capacity
6 The plant in Shanghai, China is in a JV construct (51%) and part of the
~ 5.370 m2 transaction scope.
8
Project Silverstone | Market Overview.
Annual Light Vehicles production (vehicles in mn)
19 19
18
17
15 16
Others Others
14% 5 Monza’s market position:
3%
38% • Instrument Panel: Monza is one of the leading supplier for the premium IP
12% Competitor 1 market, in particular with German OEMs such as Mercedes, Porsche and
37% 1 BMW where the company has by far a major wallet share. Monza is
2023 17% Competitor 1 2023 looking to further consolidate its position with its key customers across all
~13,6 Mio ~13,6 Mio regions and become a leading supplier of premium IP globally by 2027.
Premium Vehicles Premium Vehicles 10% Competitor 2
• Door Panel: Monza is one of the most capable challengers for the
premium Door Panel market and is working on tangible opportunities to
15% 6 double its market share during the upcoming years through growth with
8% 20% 17%
Competitor 2 US EV OEM in China and USA
10% Competitor 3
Competitor 4 Competitor 4
Competitor 3
*Premium Vehicles represent ~13-16% of the total Light Vehicles manufactured
9 Annual Light vehicles production is based on iHS, which is a global automotive database offering a seven-year vehicle production forecast, enabling users to create strategic business plans, target OEM/supplier entry points and benchmark against short-term OEM build expectations
Project Silverstone | Customer Overview.
2 US EV OEM:
Total 637 100%
• Despite high competition, in 2020, Monza has been awarded with its
first ever IP project for US EV OEM.
• Monza sees tangible opportunity to increase its IP business with US EV
OEM in US from 2027 onwards once some of the new platforms will
Others Others start.
Customer Sales Evolution
13%
FY 23 44% FY 29 3
€637 Mn €1.025 Mn Other Customers:
• Other customers include Volvo and Alfa Romeo, where Monza is
7% suppling customer’s European locations out of Göteborg and
Maranello facities
26%
23%
10
Project Silverstone | Product Overview.
Injection Molding • In particular, the Company has a dominant global share with German
OEMs such as Porsche, Mercedes and BMW who value Monza’s strong
innovation capabilities, best in class manufacturing facilities and high-
02 Door panel quality standards.
• Company’s strong track record with German OEM’s has allowed it to
Assembly grow with additional customers in Europe (Volvo and Alfa Romeo) as
well as acquire US EV OEM as a new customer in USA
• Given various USPs, the Management is confident that it will be able
Just-in-Time to protect and further grow its market share in IP
Just-in-Sequence 01 Instrument Panel
• Monza is looking to further grow it’s IP business through additional
potential opportunities with German OEMs globally and with US EV
OEM in USA.
2
Door Panel (DP):
• Monza is a challenger to larger competitors in the DP market with
Others strong development and manufacturing know how.
Others
• Monza’s DP business today is focused on European orders with
2% 2%
Product Sales Evolution
11
Operations
12
Project Silverstone | Operations Overview.
92% 89% • Only action with >80% likelihood have been considered in the
79% 81% projections and therefore management has full comfort on the
71% 69% 74%
67%
33 30 29 57% 52% 53% 54% 60% achievement of the business plan targets.
27 50%
20
15 18 16 14 13 12 10 8 10
2020 2021 2022 2023 2024 2025 2029 2020 2021 2022 2023 2024 2025 2029
Monza avg. Bremen Monza avg. Bremen
2 Plant Bremen:
• Following a ramp up of various new projects in 2020, the plant has
been facing operational turbulences.
Manufacturing Inventory. Scrap Rate. (as % of Material) • In end of 2022 management has initiated a new operational recovery
through forming a dedicated taskforce team including most
experienced operational resources from other units of the group as
well as external consultants .
• Management is confident that operational recovery of Bremen will be
achieved in the next 12-36 months through implementation of over
200 well defined actions across all key manufacturing process.
19 19 18 18
16 17
15 6,1% 5,7%
14 14 13 5,3% 5,3%
12 12
9 10 3,4%3,8% 2,9% 3,0% 2,7% 2,4% 2,0%2,4%
1,4%1,4%
2020 2021 2022 2023 2024 2025 2029 2020 2021 2022 2023 2024 2025 2029
13 ¹ Parts per Million (PPM) is a quality Key Performance Indicator (KPI), measuring the quality performance, where 1ppm stands for 1 defect within 1mn parts produced
² Overall Equipment Effectiveness is a common metric to measure manufacturing equipment effectiveness (a perfect OEE score of 100% means that the equipment is available, running at its full speed, and producing defect-free products at 100% of the time)
Purchasing
14
Project Silverstone | Purchasing Overview.
FY 23
Capex 4% €385 Mn
OEM Nominated
15%
Spend by supplier
Supplier 2
12%
FY 23 4 Supplier quality in charge of supplier selection validation and projects
51%
Others €385 Mn follow-up on the development in this area
10%
Supplier 3
7%
5%
Supplier 4
Supplier 5
15
Financials
16
16
Project Silverstone | Basis of preparation for historical financials and business plan.
Preparation basis for historical financials. Preparation basis for the business plan.
1 Accounting standards: 1 The company’s business plan was compiled by Monza's management as part of the
• The historical full-year financials of Monza presented herein are based on IFRS accounting regular planning process in the end of first half of 2024.
standards
• The financial year end is 31-December 2 Projections for 2025B-2029B were prepared based on bottom-up (plant
by plant) and top-down approach.
• The consolidated financial statement for Monza has been audited by EY
17
Project Silverstone | Consolidated Income Statement.
Dec Dec Dec Dec Dec Dec 1 Following the acquisition in 2017, new management established by
Particulars in Euro Mio Phoenix Capital was able to swiftly improve profitability through
2019 2020 2021 2022 2023 2024FC
restructuring measures implemented during 2018.
Revenue 709 641 561 640 637 627
Direct Costs -591 -539 -491 -532 -529 -517 2 2020A and 2021A strongly affected by shut-downs and supply chain
issues on account of covid and semiconductor shortage.
Indirect Costs -60 -66 -50 -53 -52 -55
Profit and Loss Statement
SG&A and Management Fee -14 -13 -11 -13 -13 -13 In line with expected market recovery, the company is expected to
Normalizations 14 47 36 22 28 23 deliver much higher profitability in 2024 Forecast.
Adjusted EBITDA 57 70 45 64 71 66
3 Quality of Earning:
Normalizations -14 -47 -36 -22 -28 -23
• C-19 & Semi-Conductor normalization primarily reflects the loss of
Depreciation -19 -20 -21 -21 -20 -19 contribution margin on account of macroeconomic impacts in 2020 ,
2021 and Q1 2022.
Reported EBIT 24 3 -11 22 24 24
• Fremont Greenfield is linked with non-recurring operational
Financial results -9 -8 -6 -7 -6 -5 inefficiencies for the ramp-up of the new facility built for US EV OEM IP
business.
Taxes -4 1 0 -4 -4 -5
• Restructuring reflect one-time restructuring costs for optimization of
Net Profit 12 -4 -18 11 13 14 HQ functions performed in 2020
• Standalone Adjustment normalizes the management fee which is being
charged by Phoenix Capital Management and will not be necessary
Reported EBITDA 42 23 10 42 44 43
going forward after the sale of the Monza to a new investor The
% to revenue 6,0% 3,6% 1,7% 6,6% 6,8% 6,8% breakdown of the cost are as follows:
18
Project Silverstone | Consolidated Balance Sheet.
Inventories 30 29 27 27 25 23
3 Other assets mainly comprise of tax related assets and advance
Trade receivables 89 71 62 71 18 17 payments.
Other assets 25 24 23 25 23 21
Cash and cash equivalents 32 47 32 20 37 34 4 Finance leasing liabilities are reflected in accordance to IFRS 16
Total Assets 343 343 312 299 251 235 accounting principles. The associated leasing cost is around EUR 30 Mio
per annum.
Other Liabilities 24 24 25 24 23 22
Shareholders Equity 70 66 48 59 23 21
Total Liabilities and Equity 343 343 312 299 251 235
19
Project Silverstone | Consolidated Cash Flow Statement.
1 Operating cash flow develops in line with net income and working
capital. 2020 & 2021 net income is significantly impacted by the Covid
Dec Dec Dec Dec Dec and semi-conductor issues.
Particulars in Euro Mio
2020 2021 2022 2023 2024
Cash flow from Operating Activity 45,3 15,6 38,9 107,5 57,3 3 During the last 5 years, the company has invested only in the
maintenance capex, in order to drive positive cash generation and to
counter the operational inefficiencies/extra cost.
Capex -25 -16 -9 -12 -10
Cash flow from Investing Activity -25,0 -16,0 -9,0 -12,0 -10,0
4 All the plants Land & Building are being leased currently, with
contracts up to 2029.
Financial Results -8,4 -6,3 -7,2 -6,2 -5,3
20
Project Silverstone | Consolidated Business Plan Financials.
Revenue:
Revenue. (€m) Adj. EBITDA. (€m) Xx% EBITDA margins. 1
• Growth trajectory in line with high level of booked business and
recovery of overall global automotive production levels over the
627 660 780 964 1.018 1.025 10,3% 15,5% 18,5% 20,7% 19,2% 18,4% coming years as well as tangible opportunities for market share
expansion.
• Booked orders: - due long-term nature of Monza’s customer contracts
12% 29% 36% (7-8 years) approx. 50% of sales in 2027 is already booked and secured
2%
2% 5% 9%
12% 16% • Repeat Orders: - management team is confident to win all the
replacements of all ongoing orders once they reach the end of
contractual lifecycle, which is in line with its historical track record.
100% 98% 93% 79% 185 187
59% 48% 162
97
122 • Potential Business – mainly comprises of winning additional market
66 shares with German OEMS for IP business globally as well as winning
US EV OEM DP business in Asia and US. Only orders with >50%
2024FC 2025B 2026B 2027B 2028B 2029B 2024FC 2025B 2026B 2027B 2028B 2029B
likelihood have been considered in the projections
Booked Repeat Potential
2 EBITDA:
• EBITDA development based on detailed bottom-up business plan
considering sales plan, regions and factory level factors
Capex. (€m) Working capital. (€m)
• EBITDA improvement is in line with strong orderbook and defined
operational improvement measures
3 Capex:
-74 -80 -96 -119 -128 -129
• Capex is assumed based on detailed plant-wise planning and primary
27 28 28
17 18 22 considers maintenance and project associated investments, as well as
23 22 24 29 28 28 investments in Greenfield in China and Expansion of capacities in
Fremont to cater US EV OEM DP business
35
-113 -119
14 15 18 17 -141
10 -174 4 Working Capital:
-184 -185
2024FC 2025B 2026B 2027B 2028B 2029B
-1 • Working capital assumptions are based on historical performance as
-1
-1
well as consider defined operational improvements actions for
Inventory and supplier management
-1
-1 -1
2024FC 2025B 2026B 2027B 2028B 2029B
Inventories Receivables Payables OWC
21
Annexes
22
22
Project Silverstone | Annex Sales Overview.
1.018 1.025
964
69 71
780 72
660 262 258
640 637 627 73 214
Customer
561 44
56 68 66 68
51 50 40 42
30 42
Others
664 678 687 696
US EV OEM 481 534 527 521 550
German OEMs
1.018 1.025
964
14 14
780 13
660 391 391
Product
1.018 1.025
964
780 186 181
Geography
191
640 637 627 660
561 101 264 268
208
94 90 84 84 127
70 60 63 88
America 76 85
23
Project Silverstone | JV Historical and BP key financials.
Dec Dec Dec Dec Dec Dec Dec Dec Dec Dec
Particulars in Euro Mio
2020 2021 2022 2023 2024FC 2024BP 2025BP 2026BP 2027BP 2028BP
Revenue 101,5 88,8 76,1 84,5 60,4 88,0 126,8 208,1 263,7 267,8
P&L
EBITDA 15,2 8,9 11,4 22,8 16,9 24,9 35,9 59,1 75,1 76,6
EBIT 12,2 5,9 8,3 19,6 13,7 21,8 32,3 53,6 69,6 71,1
EBITDA 15,2 8,9 11,4 22,8 16,9 24,9 35,9 59,1 75,1 76,6
Taxes -3,0 -1,5 -2,1 -4,9 -3,4 -5,4 -8,1 -13,4 -17,4 -17,8
Cash Flow
Change in WC 0,0 0,7 0,4 -0,5 0,5 -0,7 -1,1 -2,3 -1,5 -0,1
Capex -3,0 -2,0 -2,3 -2,5 -1,5 -1,5 -5,0 -15,0 -2,0 -1,5
Free Cash Flow 9,1 6,1 7,4 14,9 12,5 17,3 21,7 28,4 54,2 57,2
24
Competitors.
25
Thank you.
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