fms pass through power point
TRANSCRIPT
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Pass Through Structure
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Transaction is primarily a joint venture between thepublic company and the private company
The public company provides cash and other resources The private company provides something that is
important to the public companys core business, e.g.,distribution in a different region, expansion of productlines, new customer bases, etc.
The legal structure may be a separate joint venture orcross-licensing/contracts
Fundamentally a Joint Venture
PublicCompany Beneficiary
Private Co.
Cash, Resources, Distribution
Cross Regional Distribution, ProductLines, Other Desired Value
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Pass Through Adds Funding to Public Company
The FMS Group
CashSecurities
Warrants
PublicCompany Beneficiary
Private Co.
Cash
The FMS Group funds Public Company which passes
through cash to Beneficiary private company FMS receives securities from Pubco in exchange
FMS additional receives warrants from Beneficiary
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The FMS Group investment is standard termsfor an investment in public company Convertible debt, preferred, or straight equity Warrant coverage
Warrant coverage in private entity
Terms vary depending on the fundamentals ofthe public company
Private company negotiates terms with publiccompany independent of The FMS Group
Terms
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Want something from private companyother than money Adds substantial value to core business
Will view the transaction as theirinvestment with them bearing the risk
May or may not want capital from TheFMS Group
Public Company Perspective
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$75-250 million market cap ideal
If US listed, qualifies for shelf registration
Any exchange worldwide, any industry
Cross border deals often the best
Minimum market cap $10+ million USD withoutfundamental balance sheet or P&L deficits
Public Company Criteria
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Normally the responsibility of the private company
Key is compelling reason for the Public Company toparticipate
Company traded on foreign exchange looking to expanddistribution/product line geographically is ideal fit
Use industry relationships
Use foreign country relationships
Finding the Public Company
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Dont know any public companies Problem with industry background and relationships
Not a good fit for any public companies
Problem with exit strategy
Public company wants to know terms Terms have to be market or public company will not accept
them
Takes too long to find the public company Indicative of other issues such as industry background, exit
strategy, poor relationships
Troubleshooting
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Confirm interest from a public company
Call us with the symbol and amount to befunded
Can close in
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Thank you for your time and interest.
The FMS Group
Level 24, AMP Place, 10 Eagle Street Brisbane, QLD 4000 AustraliaPh: 61 (0) 7 3036 5229 Fax: 61 (0) 7 3041 [email protected] WWW.THEFMSGROUP.COMABN 59 129 981 184 AFSL 257871
http://www.thefmsgroup.com/mailto:[email protected]