CaSE STUDY
Sale of LeBoutique business
Soul Partners acted as a sole financial advisor in M&A process for LeBoutique divestment to DCH
LeBoutique – is a strong player in the e-commerce market in the fashion segment, which was founded by two Ukrainian entrepreneurs Roman Onyshchenko and Andriy Drohobytsky in 2010. Several European venture funds and private investors were minority shareholders of the Company. The Company was successfully developing solely using its own funds, and after 8 years of business development the investment period for the majority of shareholders has expired, therefore the decision to sell the Company was made.
Vitaliy Provotorov
Managing Partner
Managing Partner of Soul Partners - Vitaliy Provotorov - successfully attracted more than $1m seed investment in a Seadora startup from one of the biggest Ukrainian venture funds – SMRK in 2019.
Investment process for up to 100% equity stake sale was launched in 2018 and it lasted more than 2.5 years. During this period the Company, managed by the Soul Partners team, went through three consecutive investment processes with three potential investors, and closed the transaction with the latter.
The job done by Soul Partners' investment team was so valued by shareholders of the Company, that one of LeBoutique shareholders - Andriy Drohobytsky asked the team to be engaged in the attraction of a seed round of investment for his new project Seadora.
The job done by Soul Partners' investment team was so valued by shareholders of the Company, that one of LeBoutique shareholders - Andriy Drohobytsky asked the team to be engaged in the attraction of a seed round of investment for his new project Seadora.
Key stages of LeBoutique 100% equity stake sale process:
- 1Determining indicative value of the companyOne of the most important tasks before selling a company is to analyze its financial statements to determine the indicative value of the company, as most often company value is calculated through a multiplier to EBITDA or revenue.
- 2Preparation of marketing materials· teaser – a short investment document, the purpose of which is to interest the investor and attract to the investment process
· financial model - an integral part of the business selling process as it reflects 1) company's cash flow for the following at least 5 years, and 2) valuation of the company by discounted cash flow method
· information memorandum – detailed investment document that reveals information about the market the company operates, operating and business model of the company, an overview of historical financial indicators and development plans of the company
· process letter – a document that regulates the process and provides information to all participants of the investment process about the stages, the duration of these stages, and the requirements for each of the stage - 3Compilation of potential investors list and contacting themUnder the Project more than 100 potential investors were contacted: foreign and local strategic players, PE funds, and HNWI.
- 4Non-binding offerA proposal provided by the investor regarding the key terms and parameters of the transaction based on the information provided by the financial advisor.
During the investment process of 100% equity stake sale, 3 non-binding offers were received from three strategic investors. The first two processes were terminated at the late stages of the transaction, and the process with the last investor was successfully closed. - 5Due diligenceFollowing the signing of a non-binding offer by both parties, the due diligence process including financial, tax, legal, operational, logistics, and IT parts was launched. Each part of the process was accompanied by regular conversations and inforequests between investment advisers and buyer`s representatives. The entire due diligence process was managed by the Soul Partners team and continued for about two months
- 6Signing, Fulfillment of the Condition Precedent, and Closing of the TransactionRepresentatives of Soul Partners were actively involved in the preparation of transaction documents (share purchase agreement and supporting documents); monitored the fulfillment of the Condition Precedent and as a result, successfully closed the transaction.
Result
100% of corporate rights of LeBoutique have been sold to the DCH Group within 10 months starting from the initial interest expressed by DCH representatives. The DCH Group sees prospects in the field of e-commerce and plans to implement synergies between LeBoutique and its existing offline business "Karavan" and banking products.
100% of corporate rights of LeBoutique have been sold to the DCH Group within 10 months starting from the initial interest expressed by DCH representatives. The DCH Group sees prospects in the field of e-commerce and plans to implement synergies between LeBoutique and its existing offline business "Karavan" and banking products.
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1a Sportyvna Square, BC "Gulliver", tower "B"
01023, Kyiv, Ukraine
01023, Kyiv, Ukraine
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