THE BANCORP GROUP 1storage.googleapis.com/wzukusers/user-17371640...Mergers & Acquisitions State Capital Bancorp S.A.’s Mergers and Acquisitions team offers a wide range of services

THE BANCORP GROUP www.thebancorp.com �1

The solution company of the Bancorp Group for small and medium entities and private

HELPING TURN BUSINESS VISION TO REALITY

STATE CAPITAL 54TH STREET 19 EAST 10022 NEW YORK - NY - USA

http://www.thebancorp.com



Company Profile State Capital Bancorp is part of The Bancorp Group, a leading worldwide Bank based in Chicago with total assets directly owned of more than $4.5 Billion, 75 million of prepaid cards and $240 Billion of combined annual processing volume (deposits, payments, loans granted, etc)

State Capital Bancorp is focused to distinctive and eclectic range of customers, which needs quick and easy solutions. We offers a broad range of investment banking services.

These include:

Direct guarantees

Our MTN tied up for Loan stock

Obtaining Direct guarantees by primary Banks

Mergers & Acquisitions

Expanding Activity: IPO e M&A



Mergers & Acquisitions

State Capital Bancorp S.A.’s Mergers and Acquisitions team offers a wide range of services that are individually tailored to meet the specific needs of our clients.

We know the countries, speak the languages and have local facilities. A dense network of relationships in the local marketplaces including top-level contacts and access to key decision-makers provide up-to-date intelligence and insights. State Capital Bancorp S.A.’s M&A team follows a joint approach for all investment banking products and works closely with the Group’s adjacent banking activities.

We offer complete transaction advisory for a diverse range of industry sectors. Our fields of expertise include: Buy-side advisory Sell-side advisory Mergers Privatization's Joint ventures Public takeovers offers




Capital Markets

We have a long history of structuring complex financing solutions for our clients in the equity and debt capital markets. According to the specific needs of clients, we structure and carry out placements for the entire range of capital markets products including initial public offerings, capital increases and convertible bonds as well as the most diverse bond products from straight bonds to hybrid bonds. Equity capital and Debt Capita markets products

Equity Capital Markets State Capital Bancorp S.A. specializes in equity capital markets products, with full capacity to float companies on the stock exchanges of New York, London, Frankfurt, Vienna, Madrid.

Our customers can rely on our ability to execute perfectly structured projects in all of the countries of State Capital Bancorp S.A. based on our international expertise and knowledge of the local rules and regulations.

We ensure that our customers’ equity capital market transactions enjoy high level of security and a short time to market State Capital Bancorp S.A.’s Equity Capital Markets




Team consists of: A core execution team based in Madrid (Spain), Miami (U.S.), N.Y. (U.S.) Local teams in all the countries of State Capital Bancorp S.A operations. These countries are: US Germany UK Spain Russia Singapore/HK Vietnam China

These experts work exclusively on individual transactions and together with our sales teams provide the best services possible for each client.

We offer our clients the following services: IPOs, SPOs and capital increases

IPOs are an option to be considered by companies with an attractive investment story a profitable annual sales growth rate (at least 10%) positive cash flows and EBIT an attractive industry from an investors’ point of view a clearly defined corporate strategy an experienced and convincing top management




Private placements An offering of shares to a select number of institutional investors – as opposed to a public offering – is sometimes the preferable solution for a company looking to raise equity on the market. This decision depends on the - type and size of a company - complexity of its business model - prevailing capital market conditions - convertible issues

Convertible issues are well-suited for listed companies both rated and non-rated - whose shares achieve solid performance - with attractive short to mid-term growth prospects Convertible bonds are highly useful for - acquisition finance - share buybacks - diversification of capex finance - significantly cutting finance costs - refinancing existing finance products - corporate finance and advisory services

We offer assistance to our clients considering IPOs, due diligence projects, valuations or that who would simply like to evaluate their finance structure. We also specialize on value-based management consultancy.




We offer state-of-the-art services in all regions and specialize in the development of flexible and individual solutions jointly with our clients.

Debt capital markets We specialize in developing tailor-made funding and liability management solutions for borrowers. Our product range includes Eurobonds, domestic public bonds, private placements (EMTNs) and hybrid capital as well as bond buybacks and exchange offers. Issuers benefit from our unique expertise, combining international experience and in-depth knowledge of the local regulations and markets

Our Debt Capital Markets Origination Team, consisting of 210 professionals in three teams, provides first-class advice to: Sovereigns/Supranational/Agencies Corporate clients’ and Financial Institutions.




Each team has built a strong track record in its respective field over the last years, ranking no 1 book runner for bond issues in Spain as measured by total cumulative issuance volume since 2014.

A key strength of State Capital Bancorp S.A. ’s Debt Capital Markets team is its commitment and proximity to its key clients. Our legal experts are an integral part to seamless documentation. Deeply familiar with both international and local legal practices and regulations, they build essential bridges between international law firms and local regulators and issuers.

First-hand market color from our bond syndicate desk ensures superior execution. Debut borrowers and repeat issuers alike benefit from our constant deal flow with investors that are interested and receptive to the EU region.

Our sales force, based in the above mentioned markets, have consistently proven to be the key to the successful placement of EU bond issues. Investors value our on-site, first-hand research provided both for individual issuers and sectors and from a macroeconomic perspective.




Specialized Finance

As part of its integrated investment banking approach, we provide tailored financing solutions with a regional focus on EU and US.

The Group’s strong local presence and extensive market knowledge makes us an expert for structuring and lending throughout the region both on a stand-alone basis and as leader in international syndicates.

State Capital Bancorp S.A. ’s unique presence in the US, Asia and EU region and strong balance sheet is the foundation of its financing and lending expertise.

Merchant Banking Loan Capital Markets

Merchant Banking We provide advisory services and arrange financing for corporate and financial sponsors for - acquisitions - credit transformational investments - balance sheet refinancing (not distressed)

In all our operating markets we have gained detailed market experience.




This allows us to fully exploit our State Capital Bancorp S.A. network to our clients´ advantage and places us in a unique position on the market.

We provide advisory services to corporate clients from a wide range of sectors and financial sponsors such as private equity funds (no banks or leasing companies) with a focus on arranging senior and subordinated leveraged loans with underwriting capacity of Euro 100- 200 million and sizable final takes. State Capital Bancorp S.A.’s Merchant Banking team covers the following activities: - Advising and arranging financing for corporate and financial sponsors in connection with acquisitions and credit transformation investments or balance sheet refinancing (not distressed) - Reviewing companies’ capital structure for optimization potential and offering financing solutions tailored to the clients’ requirements - Working in club transactions to ensure that sufficient liquidity can be raised in the current market - Integrated corporate finance approach: combination of financing with other investment banking mandates - Investments in private equity funds, aiming to

identify the most attractive investment opportunities at a given point in time by conducting a high-quality selection process




Loan Capital Markets We strive to develop the optimal financing structures for borrowers in the syndicated loan and Corporate segment (Promissory Note/SSD). As an integral part of Debt Capital Markets our team is excellently positioned to identify the most appropriate structure for your financing needs. Our Loan Capital Markets Team would continue to accompany you throughout the whole financing process – from the structuring of the transaction to final placement and distribution of the loans.

We offer the following key advantages to borrowers: - Experience in introducing debut borrowers to the euro loan and corporate SSD market - Structural flexibility (in respect of maturity and repayment profile, loan type (e.g. revolver, term loan, L/C), rating, loan purpose etc.) - Proven track record in the euro loan and corporate SSD market - Local presence assures in-depth knowledge of the latest developments in the local markets and results in long-standing relationships with its corporates - Strong relationship with international investors worldwide - Up-to-date market information




Your benefits Syndicated loans are a flexible and efficient source of lending. We ensure effective communication with several investors by coordinating a group of banks which work together to provide funds to a client under the umbrella of a single loan/ SSD agreement. We raise substantial financing facilities on pre-agreed terms which would exEUd the capacity of any single bank.

Our clients We focus on providing tailor-made syndicated loan and corporate SSD solutions to borrowers in EU and in our markets. Our close cooperation with relationship managers, industry specialists and product competence centers such as the teams involved in project finance, corporate and leverage finance, infrastructure finance and trade finance ensures that we meet your specific needs.

Our strengths State Capital Bancorp S.A. is an experienced market player with a proven track record in the euro debt market. Our advantage is our local presence in EU as well as US and Asia, that translates into a well-founded knowledge of the market and the latest developments of local companies. We maintain regular contact with borrowers and international investors to keep track of their requirements and of any changes in market conditions.




Other Services

The main tasks and objectives of the Loan Capital Markets team are: - Advisory for optimal loan and SSD structures (maturity, redemption, covenants,…) to align borrowers’ funding requirements to current investor appetite - Advisory on available financing opportunities, pricing and market standards - Bank-wide coordinated pricing for any loan-related product - We spot mandate opportunities and organize the relevant resources - Origination of loan and corporate SSD financing opportunities in cooperation with client executives Potential underwriting of corporate debt (euro loan-based) in credit transformational situations, securitizations and tax-driven structures. - Execution: credit application, syndication, negotiation of documents, transaction closing and disbursement Standardized loan documentation – based on LMA (Loan Market Association) standards - Close cooperation with Debt and Equity Capital Markets departments on exit, if required - Structured corporate solutions for corporate debt to enhance distribution capabilities. - Worldwide and Off Shore Company set up and start up




Guarantees/Monetization

Licensed financial intermediary in Spain and U.S., we can provide direct and indirect guarantees worldwide based on our Bank Partners and our portfolio of financial assets tied up in 20 top ranking worldwide banks. We can monetize any kind of BG, SBLC and all other financial instruments and contracts


US Worldwide


Documents

THE BANCORP GROUP 1storage.googleapis.com/wzukusers/user-17371640...Mergers & Acquisitions State Capital Bancorp S.A.’s Mergers and Acquisitions team offers a wide range of services