Archives: Case Studies

Control Sale and Recapitalization

Control Sale and Recapitalization I

Fortman Cline acted as a co-advisor to The Medical City Group of Hospitals on the sale of a majority stake to CVC Capital Partners. The deal involved the following transactions:

i. The issuance of Convertible Notes of up to PHP 12.8 billion as part of a recapitalization program that shall allow The Medical City to grow its hospital network and expand its nationwide footprint

ii. Placement of unissued primary shares equivalent to an 8% stake in The Medical City Group to CVC Capital Partners

iii. Co-advisory on the sale of Lombard Investments’ 17% stake in The Medical City to CVC Capital Partners through a Mandatory Tender Offer

iv. Refinancing of USD 146 millions of parent-guaranteed debt in Guam Regional Medical City with non-recourse financing from a consortium of Korean lenders

  • TMC LOMBARD MTO TOMBSTONE

  • GRMC TOMBSTONE REFINANCING v1

  • TMC Tombstone (Primary Shares)

  • The Generics Pharmacy

  • Mang Inasal

  • Frabelle

  • Thunderbird

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(Bounty Fresh) Cross Border Transaction with Acquisition Finance

Cross Border Transaction with Acquisition Finance

Fortman Cline advised the Bounty Fresh Group on its strategic options, which culminated in the NZD438 million cross-border acquisition and privatization by Bounty Fresh of then New Zealand-listed Tegel Group Holdings Ltd. Fortman Cline also advised Bounty Fresh on raising Php16.5 billion in acquisition finance from the three leading Philippine banks.

  • Bounty Term Loan

  • Bounty Acquisition

  • Chevron

  • Thunderbird Resorts

  • Petrolift Inc.

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Control Sale and Recapitalization

Control Sale and Recapitalization II

Fortman Cline Capital Markets advised AIR21 Holdings Inc. (“AHI”) on the sale of 60% of AHI to AC Logistics Holdings Corporation (“ACL”). AHI is a holding company owned by the Lina Family and consists of eight subsidiaries involved in end-to-end logistics and waste management. ACL is a fully owned subsidiary of the Ayala Corporation, the Philippines’ oldest conglomerate.

The transaction involved a secondary share sale and a rights issue for a total deal value of PHP 6 billion. Fortman Cline’s advisory work spanned the entire M&A process from start to finish and included various corporate reorganization initiatives.

  • Air21 Rights issue

  • Air21 Sale

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Post M&A Advisory and Consulting

Post-M&A Advisory and Consulting

Fortman Cline offers post-transaction advisory services, including assisting clients with negotiations of key contracts, consulting on post-acquisition business turnaround strategies, and general assistance with implementing and improving finance and corporate governance functions in acquired firms. In 2013, the firm successfully assisted National Grid Corporation in structuring and negotiating various Ancillary Service Contracts worth US$300 million with power generators and obtaining the necessary government regulatory approvals. The firm is also currently assisting San Miguel Corp. in implementing various business turnaround initiatives in the recently acquired subsidiary Philippine Airlines.

Post-M&A Contract Negotiation Advisory and Strategic Turnaround Consulting

  • SMC-PAL

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Valuation of Intangible Assets

Valuation of Intangible Assets

Fortman Cline’s advisory services include the provision of fairness and valuation opinions, including the valuation of brands, patents, intellectual property rights, and other intangible assets. In 2009 and 2010, the firm advised San Miguel Corporation on the valuation of its iconic beer and food brand trademarks, which were sold and transferred to the company’s listed subsidiaries.

Valuation of Food and Beverage Brands

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Cross Border Strategic Partnerships

Cross Border Strategic Partnerships

Fortman Cline has advised on many strategic partnerships for growth, including cross-border partnerships with regional and international partners who can bring in operating expertise. In 2010, it advised Thai-listed shipping company, Thoresen Thai Agencies, in its 40% acquisition of Petrolift Inc., the largest oil tankering and logistics operator in the Philippines, for US$36 million. In 2011, it advised Euronext-listed Thunderbird Resorts, an international resorts and gaming developer, in forging a joint-venture partnership with local Philippine television and media company Solar Entertainment Corp. for US$52 million in order to expand its Philippine operations.

Cross-Border Strategic Partnerships for Growth

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Diversification Plays for Leading Family Conglomerate

Diversification Plays for Leading Family Conglomerate

Fortman Cline has assisted the Philippines’ prominent Sy Family in diversifying their business holdings into energy and utilities. In 2010, it advised Henry Sy Jr. to acquire a 30% stake in National Grid Corp., the nation’s transmission company, for US$350 million. In 2012, it advised the Sy Family’s holding entity, SM Investments Corp., to acquire a 60% stake in Chevron’s geothermal assets in the country.

Diversification into Geothermal Assets and Power Transmission

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Large-Scale Transformational Acquisitions

Large Scale Transformational Acquisitions for San Miguel Corporation

Fortman Cline was involved in advising San Miguel Corporation in several acquisitions that have transformed the largest F&B conglomerate in the Philippines into a fully diversified giant holding the largest power and infrastructure assets in the country.

Power Energy Acquisitions

Toll Road Acquisitions

Airport Acquisitions

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Largest Strategic Monetization of Fast Food Chain

Largest Strategic Monetization of Fast Food Chain

In 2010, Fortman Cline advised Edgar “Injap” Sia in the 70% sale of his local barbeque fast-food chain, Mang Inasal Philippines, to Jollibee Foods Corporation, the largest fast-food company in the country. The deal was valued at over US$100 million and stands as the largest strategic monetization in the Philippine fast-food industry in recent history. Edgar Sia started Mang Inasal with just one store in 2003 and has grown the franchise to over 460 stores in 2013.

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