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Institutional Presentation2019
Index
Spice Private Equity
2018 highlights
Investment Portfolio
Spice Private Equity: Snapshot
USD 202million in NAV¹
USD 124million in mkt cap¹
39%Discount to NAV2
Global Investment Company
Active ManagersListed on SIX Swiss Exchange (SPCE)
Source: Source: Spice Private Equity Ltd. (“Spice”, “Spice PE” or “Company”).
Notes: (1) As of December 31, 2018, (2) “Net Asset Value”.
3
Unique advantages to SPCE shareholders
Source: Spice.
Sharing in the value creation of high potential businesses during transformational periods
No long-term lock-up or minimum investment required
Private equity exposure with public market liquidity
GP Investments as the lead shareholder and manager
Full incentive alignment & clear long term commitment
Solid and stable shareholder base
Value creation via management & execution
Flexible, patient approach based on permanent capital
Proven expertise in complex cross-border transactions involving both developed and emerging markets
Differentiated strategy
4
Strategy
Source: Spice.
Core investment strategy
Primary objective: Generate superior returns to shareholders through capital growth
Support companies with global leadership ambitions
Operate efficiently
Pursue long term direct private equity investments
Grow NAV / share
Operate as relevant shareholders and apply an active, industrial approach
Return capital to shareholders
5
Board of Directors
6Source: Spice.
Fersen LambranhoVice-Chairman of the BoardUK
Chairman of the board at
GP Investments. 20+ years
as manager and board
director in many companies
across various sectors. Prior
to joining GP in 1998, was
CEO at Lojas Americanas
Alvaro L. Da Silva NetoMember of the BoardUnited States
Board director and previously
CFO at GP Investments.
Served as board director at GP
Advisors, BRZ Investimentos
and Wiz Soluções, as well as
CEO at Banco Bozano
Simonsen
Christopher WrightMember of the BoardUnited States
Chairman of EM Alternatives
LLC, an asset management
firm and of its former affiliate
in China (Yimei Capital). Mr.
Wright sits on the board of
Merifin Capital, an European
investment firm
David EmeryMember of the BoardSingapore
Founder & CEO of
Reciprocus International
PTE Ltd, a globally active
M&A advisory boutique.
Mr. Emery serves as
advisor and board director
to several organizations
Christopher BrotchieChairman of the BoardSwitzerland
Board director at Baring
Private Equity, Firmdale
Hotel Holdings and Bolero.
Mr. Brotchie is an
Investment Committee and
Advisory Council member
in several investment firms
Rodrigo BoscoloInvestor Relations Manager
InvestorRelations
CFO & Managing Director at
GP Investments, he served
as Board member in several
companies (Magnesita, Allis
and Sascar) and serves at
LEON’s board. He holds an
MBA degree from Wharton
NAV composition: Remarkable organizational transformation
Source: Spice.
These figures assume Spice’s USD 60m commitment in The Craftory is fully invested.
Legacy portfolio sold New strategy execution
7
60%53%
17%
23%
19%
19% 14%
28%
81% 86%
Jun-17 Dec-17 Jun-18 Dec-18
Cash Receivables Legacy Portfolio Direct Investments
Rimini StreetLeon Restaurants FoodFirst The Craftory+ Cash & Receivables
Spice Portfolio: Top 5 underlying assets by fair value to represent +90% of total NAV
8
SIZERANK
COMPANY NAME LOCATION SECTORINVESTMENT
DATEFAIR VALUE¹(USD MILLION)
1FoodFirst Global RestaurantsUS-based owner and operator of 2 Italian restaurant brands
North America Consumer May-18 60
2The CraftoryHolding co. created to back challenger brands
UK Consumer May-18 60
3LEON RestaurantsUK-Based healthy fast food chain
UK Consumer Aug-17 36
4Rimini StreetEnterprise software service & support provider
North America Technology Oct-17 17
DIRECT INVESTMENTS 173
5RHI MagnesitaGlobal leading supplier of refractory products
UK/LatAm Industrial Apr-15 15
LARGEST LEGACY PORTFOLIO UNDERLYING INVESTMENT 15
TOP FIVE INVESTMENTS (% OF TOTAL NAV²) 188 (93%)
Source: Spice.
Note: (1) These figures reflect our committed capital (USD 60 million) in The Craftory. (2) Based on total NAV as of December 2018.
Source: Spice.
Differentiated approach to value creation…
1. Active management
via significant governance and focus on
operational & growth levers
3. Expertise across wide range of sectors
markets and value creation plans
2. Emphasis on complex transactions
where we can unlock substantial value through
our execution capabilities
4. Permanent capital perspective
supporting the compounded growth of
companies with resilient business models that
can thrive across economic cycles
9
Source: Spice and GP Investments.
… executed by a leader in private equity and alternative investments
1. Active management
3. Expertise across wide
range of sectors
2. Emphasis on complex
transactions
4. Permanent capital
perspective
USD 1.1 billion in proprietary
capital invested
USD 5 billion raised from
investors worldwide
Industrial approach: focus on
operational and growth
opportunities
56 private equity deals across
16 sectors
10
GP Investments’ partners have had extraordinary success as active managers
Source: GP Investments.
Notes: (1) These companies were investments made by funds managed by GP Investments, and not Spice Private Equity. This list of companies is not comprehensive of all investments made by funds managed by GP Investments. (2) There is no assurance that Spice Private Equity will be able to make similar investments or that these individuals will be involved in investments made by Spice Private Equity. (3) This information is comprised of gross performance figures which do not reflect the deduction of management fees, performance fees or other fund expenses that were incurred by investors and which may be substantial. Any such fees and expenses may significantly alter the performance experienced by an investor
Companies¹
IRR3 1,339% 47% 47% 26% 23% 19%
Cash on Cash3
34.1x 3.2x 9.7x 4.0x 2.2x 2.3x
In all of these investments, GP Investments appointed a partner to run the business as CEO:
Octavio Lopes
Carlos Medeiros
AntonioBonchristiano
Alexandre Behring
Marcio Trigueiro
Eduardo Alcalay
Appointed CEOs2
11
Index
Spice Private Equity
2018 highlights
Investment Portfolio
1H18 highlights
Source: Spice.
Proposed 3-year program with minimum target pay-outs of USD 5.0m, 5.5m and 6.0m in 2019, 2020 and 2021
New Dividend Policy
Total expenses reduced to USD 6.2m in 2018, from USD 8.7m in 2017
Operating Efficiency
2017: Leon Restaurants & Rimini Street
2018: The Craftory & FoodFirst Global Restaurants
New Investment Portfolio
13Note: Any specific annual dividend payments will be brought to shareholders for approval at the appropriate Annual General Meeting, to be decided based upon Spice PE’s liquidity position, the performance of its investment portfolio and the board’s assessment of new potential investments or divestments.
New Investment Portfolio
Source: Spice. 14
2017
2018
USD 55m successfully
deployed in Leon & Rimini
under new strategy
Spice direct investments
USD 31m invested
USD 60m invested
USD 60m committed
USD 24m invested
USD 120m invested in FFGR &
The Craftory, with substantial
governance
Looking ahead: Focus on new portfolio & selective, disciplined investment approach
Source: Spice. 15
Challenging market backdrop: intense competition & high asset valuations
Supportive debt markets, high volumes of PE capital and active corporate buyers
Our approach: leverage our permanent capital base & avoid competitive auction processes
Capable and experienced Investment team in place
Strong balance sheet; positive early signs of portfolio performance
1 2
Continuous assessment of pipeline of new investment opportunities
3
Index
Spice Private Equity
2018 highlights
Investment Portfolio
Building a world class portfolio
Source: Spice.
Global leader
Tech innovator
Scalable growth
Turnaround opportunity
Disruptive CPG holdco
17
Investment date
Apr-15 Oct-17 Aug-17 May-18 May-18
35 facilities in 16 countries
14,000+ employees
10,000 customers
Listed on the LSE
The company is the global leader in the refractory
solutions market and operates in a unique vertically
integrated model
RHI Magnesita is the largest asset in our Legacy
Portfolio, and it is managed directly by GP
Investments. The investment is an successful example
of value creation through a transformational merger
Source: Spice and company reports.
RHI Magnesita: Global footprint
19Source: Spice and company reports.
Europe28%
South America20%
APAC17%
MEA-CIS13%
North America22%
Raw material sites
Production facilities
RHI Magnesita’s revenue breakdown and global facilities
Source: Spice. 20
900+ employees
1,500+ active clients
+90% retention rate
The SPAC was listed before the merger and, as soon
as the combination was completed, Rimini Street
began trading on the Nasdaq Exchange as “RMNI”
Rimini Street (“Rimini”), a leading independent
provider of enterprise software support, was
acquired in 2017 through a complex transaction
involving the combination of GPIAC (GP Investments
Acquisition Corp.), a Special Purpose Acquisition
Company (SPAC), and Rimini
Source: Spice and company reports.
Rimini Street: An attractive opportunity
Global presence and leadership position
North America represents ~75% of revenues, demonstrating further internationalization potential
Growth Ambitions
Despite small stake, Spice has significant
representation with 2 out of 9 board seats
Corporate Governance
Main support services
Balance sheet restructuring opportunity
Successful track record with
Expertise Alignment
21Source: Spice and company reports.
53 restaurants
700+ employees
20,000+ people served daily
30 seconds average transaction time target
Global expansion opportunity
LEON is a UK-based natural fast food chain. The menu
includes the flavors, variety and natural healthiness of
Mediterranean cooking, at reasonable prices
In 2017, Spice acquired a significant minority stake in
LEON Restaurants for approximately GBP 25 million
Source: Spice and company reports.
LEON: A perfect match
LEON sought an investor to support the company’s global growth plans
US expansion opportunity. Long term vision
Growth ambitions
Spice became the largest shareholder in LEON, holding 2 board seats
Partnership with CEO & Co-founder John Vincent
Operational improvements
Product overview
Cash on Cash²: 3.4x
IRR²: 24%Sector expertise¹
23
Source: Spice and company reports.
Notes: (1) Fogo de Chão was an investment made by funds managed by GP Investments, and not Spice Private Equity. (2) This information is comprised of gross performance figures which do not reflect the deduction of management fees, performance fees or other fund expenses that were incurred by investors and which may be substantial. Any such fees and expenses may significantly alter the performance experienced by an investor
Source: Spice. 24
110 locations across 32 states in the US
Listed on NASDAQ since 2010
~ 9,500 employees
BBRG is a leading US-based owner and operator of
two distinct Italian restaurant brands, BRAVO! Cucina
Italiana and BRIO Tuscan Grille. BBRG was rebranded
by Spice’s team: FoodFirst Global Restaurants
In 2018, Spice took Bravo Brio Restaurant Group
(“BBRG”) private, becoming the majority
shareholder. The investment presents a turnaround
opportunity at an attractive entry valuation
Source: Spice and company reports.
FFGR: Clear opportunity to leverage our operational expertise
FFGR needed capital restructuring and an operational
turnaround, allowing for an attractive entry valuation
for Spice
Special situation
FFGR had been underperforming its peers due to
operational and strategic issues, making it a clear
target for our active management
Operational improvements
GP has a proven track record in the space
(Fogo de Chão), and Brad Blum, a recognized
restaurant executive, is the company’s CEO
Sector knowledge
Brands
25Source: Spice and company reports.
FFGR: Ownership Breakdown
26Source: Spice.
Note: assumes Brad fully exercises his investment option. Ownership figures do not take into account dilution from stock option pool to be issued to the executive team
Shareholders Ownership
Spice Private Equity 58%
Co-investors 31%
Brad Blum 11%
Total 100%
As controlling shareholder, Spice has the
necessary influence to lead the turnaround
“We back the world’s boldest challenger brands”
The Craftory was created with the objective of
acquiring a portfolio of controlling interests in
challenger brands within the Consumer Packaged
Goods sector
In 2018, Spice committed to invest in a next
generation holding company, The Craftory, alongside
accredited investors with unique expertise in the
space
Source: Spice and company reports.
The Craftory: Backing challenger brands
Disruptive brands are emerging as a global
trend and revolutionizing the entire
consumer products category
The Craftory came about as strategy to explore
the unlimited growth potential of this trend
Source: Spice. 28
The Craftory: What, how, why?
Source: Spice.
An investment house as revolutionary as the challengers they
back. The anti-corporate and anti-VC model
What is The Craftory?
Levelling the playing field with ~USD 300m capital to deploy
Hands-on strategic and creative - experts in branding, storytelling, growth platforms and supply chain
How will The Craftory ensure success?
Because consumers have grown tired of phony brands that
waste our time and the planet’s resources
Why’s The Craftory doing this?
29
Source: Spice. 30
Where we go from here
This is just the beginning…
Growing our capital base
should help increase:
Share liquidity
Asset diversification
Being almost fully invested,
our next steps are:
To drive value in our
underlying assets
To grow our capital base
New direct investments
represent ~80% of total NAV
We still have tremendous
growth potential
1. 2. 3.
Contacts
Spice Private Equity Ltd
Industriestrasse 13c
CH-6302 Zug
Phone +41 41 710 70 60
Fax +41 41 710 70 64
Spice Private Equity (Bermuda) Ltd
Clarendon House
2 Church Street
Hamilton, HM 11
Bermuda
www.spice-private-equity.com
Investor Relations
Rodrigo Boscolo
This document is intended exclusively for the purpose of information. This document is neither an advice oninvestment nor a recommendation or invitation for purchasing, holding or selling any securities. This document hasbeen prepared based on sources of information considered to be reliable.
No representation or warranty is made as to the fairness, accuracy, completeness or correctness of the informationcontained herein. Subsequent developments may affect the information contained in this document which neitherSpice Private Equity Ltd nor its advisors are under an obligation to update, revise or affirm.
This document may contain forward-looking statements which involve certain risks and uncertainties. Pastperformance trends do not provide any indications to the future trends for an investment.
This document is not intended for persons subject to legislation that prohibits its distribution or makes its distributioncontingent upon an approval. Accordingly, this document is not intended for U.S. Investors and investing in SpicePrivate Equity shares should not be considered by U.S. investors.
Disclaimer
