Case Studies

Sanitary Metals

Reorganization, restructuring, transformation & capital structure development

2015 – 2017 -2019

Alexander Corporate Finance (“Acf”) was hired by Fabrimar, the third largest Brazilian sanitary metals manufacturer, in October 2015, to perform a diagnosis on its Capital Structure and financial situation.

In January 2016, under Acf´s coordination,  Fabrimar adopted a new Governance Structure. The former Board was replaced by the Family Board and the Management Committee.  A new CEO and CFO were appointed.

Over the year of 2016, the Management Committee conducted several initiatives covering a broad range of fronts. Specialized consultancies joined the working group, approaching areas such as: Supply Chain, Procurement, Engineering and Environmental. A new Sales Director was hired to conduct a full change on the commercial area.

Tigre, the main Brazilian manufacturer of pipes and fittings, approached Fabrimar looking for “ways to explore the Sanitary Metals” as a natural move on its strategy. Due to the Transformation process in course in Fabrimar and the existing alignement among shareholders of both groups, the conversation evolved to a strategical negotiation, coordinated by Acf.

In November 2016, Tigre and Fabrimar signed a bidding agreement. In the agreed structure, Tigre would capitalize Fabrimar and become its controlling shareholder. The Familia Martins (former Fabrimar´s controlling shareholders) would participate in the Board of Directors and support Tigre in its challenge of exploring synergies and becoming one of the largest Sanitary Metals players of the market.

The transaction was successfully closed in February 2017, after the approval of CADE (Brazilian Antitrust Agency).

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1
CORPORATE
As it was

CONSEPTUAL CAPSIS BENCHMARK

Long-Term Competitive Equilibrium

Non-Economic Profit or Market Return

2
OPERATIONAL
Operational Competitive Advantage

ACF – DIAGNOSIS & COORDINATION

Transformation Partners

  • Strategic Transformation – Phares Consultancy
  • Interim Management – Comatrix & De Luca
  • Procurement – Procurement Garage
  • Engineering – CBC
  • Environmental - MLF
3
FRICTIONAL EFFECTS
Potential Impact on Capital Value

ACF – GENERAL GOVERNANCE & COORDINATION

Governance Partners

  • Corporate Gov – Phares Consultancy
  • Shareholders Gov – Mr. Paulo Novis
4
CAPITAL
Capital Structure Advantages and/or Disadvantages

ACF – NEGOTIATION & COORDINATION

Capital Structure Partners

  • Interim Management – De Luca
4
CAPITAL
Capital Structure Advantages and/or Disadvantages
5
CORPORATE
Competitive Advantage

5
CORPORATE
Competitive Advantage
6
TRANSACTIONS
Origination & Negotiations

ACF – NEGOTIATION & COORDINATION

M&A Partners

  • Strategic negotiation – Phares Consultancy
6
TRANSACTIONS
Origination & Negotiations
STRATEGIC TRANSACTION
Closing
7

7
STRATEGIC TRANSACTION
Closing

Wholesale Case

Reorganization, restructuring, transformation & capital structure development

2014 - 2017

Alexander Corporate Finance (“Acf”) was hired in May 2014 by Zamboni, the largest wholesale distributor in the State of Rio de Janeiro, to perform a diagnosis on its Capital Structure and financial situation.

In June, 2014, Acf appointed an interim CFO to oversee the Capital Structure Transformation Project. At the same time, Mr. Alexander was appointed Member of the Advisory Board.

Under the coordination of Acf and supervision of the Advisory Board, Zamboni revised and restructured all its financial activities, procedures and practices. The whole project aimed at improving Zamboni´s management skills and avoiding to create any future dependence of external advisers on its regular activities. Following this objective, in 2015 the interim CFO was replaced by a definitive CFO, selected with Acf support.

Over the same period, the Advisory Board also conducted a Revision of Operational Procedures and Costs Project (“ROPC Project”), adopting the “Zero Base Budgeting Method”. Zamboni was supported on this projects by GRADUS (www.gradusconsultoria.com.br) appointed by Acf.

The Capital Structure Transformation Project, the ROPC Project and all management initiatives over this period resulted in a dramatic improvement of the financial performance and capital structure. Without any extraordinary measures as capital increase or debt haircut, in a well conducted long term relationship with all stakeholders, including, but not limited to, workers, suppliers, clients, banks and government, the debt level was reduced only as a result of the improvement of the working capital  and all above mentioned projects.

In two years, the Net Debt / Ebitda ratio decreased from 9.28x to 0.73x. The Net Debt was reduced to one third.

Mr. Alexander remained at the Advisory Board until December 2016, when the shareholders and the Board announced that the Capital Structure Transformation process was concluded and its goals were successfully accomplished.

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1
CORPORATE
As it was

CONSEPTUAL CAPSIS BENCHMARK

Long-Term competitive Equilibrium

Non-Economic Profit or Market Return

2
OPERATIONAL
Operational Competitive Advantage

ACF – DIAGNOSIS & COORDINATION

Transformation Partners

  • Interim Management – De Luca
  • Operations - Gradus
3
FRICTIONAL EFFECTS
Potential Impact on Capital Value

ACF – GENERAL GOVERNANCE & COORDINATION

Mr. Alexander joined Advisory Board

4
CAPITAL
Capital Structure Advantages and/or Disadvantages

ACF – NEGOTIATION & COORDINATION

Capital Structure Partners

  • ASSET MGT – Valora
4
CAPITAL
Capital Structure Advantages and/or Disadvantages
5
CORPORATE
Competitive Advantage

5
CORPORATE
Competitive Advantage
6
TRANSACTIONS
Origination & Negotiations
6
TRANSACTIONS
Origination & Negotiations
STRATEGIC TRANSACTION
Closing
7
7
STRATEGIC TRANSACTION
Closing

Hospitality Case

Reorganization, restructuring, transformation & capital structure development

2017- 2022

In May 2017 Alexander Corporate Finance (“Acf”) and AC2M signed a joint mandated with the company to conduct a transformation process and the evaluation of strategic alternatives. Mr. Eduardo Souza (CFO) and Mr. João Carlos (COO) were selected and pointed as interim managers. CBRE was hired as real estate advisor (www.cbre.com.br).

The transformation process, among other objectives, achieved reversion of the negative operational cashflow, the payment of all debt obligation on due terms and conditions and outstanding improvement of service quality and clients' evaluations.

The project dedicated much attention on the realignment of the shareholders broken by an historic of events. The alignment was a precondition for a successful strategic solution.

In 2020 after a sequence of strategic alliances explored and not concluded by disagreements among shareholders the Covid pandemic hit drastically the hospitality sector. The company decided to close operations to preserve cash and the assets value.

In 2020 the company was successfully sold to a Financial Investor with full agreement among shareholders.

1
CORPORATE
As it was

CONSEPTUAL CAPSIS BENCHMARK

Long-Term competitive Equilibrium

Non-Economic Profit or Market Return

2
OPERATIONAL
Operational Competitive Advantage

ACF – DIAGNOSIS & COORDINATION

Transformation Partners

  • Interim Management General – AC2M
  • Interim Management Finance – Mr. Eduardo Souza
  • Interim Management Operations – Mr. João Carlos Penna
3
FRICTIONAL EFFECTS
Potential Impact on Capital Value

ACF – GENERAL GOVERNANCE & COORDINATION

Governance Partners

Shareholders Governance – Mr. Flavio Grecca

4
CAPITAL
Capital Structure Advantages and/or Disadvantages

ACF – NEGOTIATION & COORDINATION

Capital Structure Partners

Interim Management – Mr. Eduardo Souza

4
CAPITAL
Capital Structure Advantages and/or Disadvantages
5
CORPORATE
Competitive Advantage

5
CORPORATE
Competitive Advantage
6
TRANSACTIONS
Origination & Negotiations

ACF – NEGOTIATION & COORDINATION

Real Estate Partner

Real Estate Broker – CBRE

6
TRANSACTIONS
Origination & Negotiations
STRATEGIC TRANSACTION
Closing
7
7
STRATEGIC TRANSACTION
Closing