Our Services

ARTA is the leading Ukrainian advisor in raising debt financing and elaborating debt strategies to ensure our clients successfully implement their investment programmes.

We provide our clients with tailored solutions in raising finances through bond issues, bank loans from Ukrainian and foreign banks, as well as institutional investors.

ARTA is committed to assisting its clients maximize their business growth opportunities and manage their debt portfolio in the most efficient manner.

Within the framework of our debt financing expertise, ARTA offers the following services:

• Raising of debt capital

• Advisory services on investment project financing and elaborating of debt strategy

Issue of Debt Instruments

On the back of the recent positive changes in Ukraine's stock market, we forecast a favorable environment for raising debt capital by domestic enterprises. Bond issuing is one of the most popular and effective instruments for local companies due to a number of its notable advantages: no need for collateral, an extensive investor base, publicity and market pricing.

In line with ARTA's extensive expertise and unsurpassed experience in both corporate and municipal bond issuing, we provide the following products:

• Elaboration of long-term debt strategy

• Scenario generation and debt instruments optimization

• Selection of counterparties for bond issuing transactions

• Documentation support for transactions

• Negotiating with potential investors; bonds placement

• Collateral security mechanisms to enhance the appeal of debt instruments

• Underwriting

• Secondary market liquidity support

• Analytical support of the instrument

Thanks to our impeccable reputation and the high level of professionalism of our specialists, our company has a proven track record in executing some of Ukraine's largest projects, including:

• The issuance and placement of UAH 100 million in municipal bonds for the city of Kharkiv

• Issuance and placement of corporate bonds: - SE NAEK "Energoatom" - JSC "Chornomornaftogaz" - JSC "Southwestern Railway"

• Raising debt financing for NJSC "Naftogaz of Ukraine" through the arrangement of loans and the issuance of Eurobonds

• Raising long-term external financing for State Joint-Stock Company "Chornomornaftogaz"

For our clients interested in raising external loans ARTA offers the following services:

• Elaboration of financial and debt strategy

• Support during the international credit rating process

• Search for potential investors; organization of presentations and road-shows

• Support in negotiating on the principal terms of a loan

• Selection of the necessary transaction parties (legal advisors, auditors, technical advisors)

Due to ARTA's extensive expertise in equity markets we provide our clients with seamless conducting of primary market transactions and manage their structuring, marketing and distribution.

One of the Company's core business areas is raising financing through a private or public placement. Our team has unique expertise in raising equity finance for large and mid-cap companies, as well as for smaller private businesses.

Private placement

A private placement is a direct private offering of shares (usually less than 50%) to a limited number of financial investors. Private placement results in a lower level of financing compared to an IPO, however, not only are placement expenditures considerably lower, but the duration of the process is shorter. Private placement also helps guarantee a more successful IPO in the future.

Initial Public Offering (IPO)

The term IPO (Initial Public Offering) refers to a placement of shares (usually above 5%) on the stock market among an unlimited number of investors. An IPO enables raising significant financing by selling a company's shares at the highest possible price. Moreover, an IPO provides investors with more flexibility due to the liquidity of shares, thus increasing investor's confidence. IPO also creates public history for the issuer thereby reducing the cost of funding in the future.

When preparing and conducting an equity offering, ARTA provides the following services:

• Conducting operational and financial due diligence, determining the indicative value of the client's business

• Preparing an investment package of documents, including an information memorandum, an investment memorandum, a prospectus, presentations, etc.

• Analyzing potential demand, developing the placement structure, and determining the price

• Developing a marketing strategy for the offering

• Coordinating PR activities related to the transaction, preparing an official announcement regarding the sale of shares, organizing a roadshow—presentations of the share offering (during a private placement)

• Registering the offering and placing the shares

• Post-placement marketing support (for an IPO)

ARTA provides end-to-end advisory solutions on both buy-side and sell-side engagements. ARTA is very well positioned to provide quality advice based on the best international practices and extensive M&A expertise. We have been providing tailor-made M&A advisory solutions for the past six years to both international and Ukrainian clients. Our team of professionals has gained unique experience in analysis, finance management, marketing, accounting, law and economics. These skills along with M&A and restructuring expertise help us to deliver an integrated advisory approach focused on providing strategic and tactical assistance, critical industry knowledge, structuring and financing innovations and solutions.

Buy-side services

ARTA provides buy-side advisory services in structuring, negotiating and closing strategic acquisitions. We are intimately involved from start to finish, from concept through completion of a specific project. We learn as much as possible about our client's products, markets and industry to develop the most appropriate strategy to meet their objectives. A typical process for a buy-side client can include the following steps:

• Assessing existing business model and the market

• Determining and recommending an appropriate acquisition strategy which maximizes shareholder value

• Formulating acquisition criteria and investment parameters

• Making a market analysis for identification of an acquisition target

• Delivering a comprehensive list of acquisition candidates for the first round review and prioritization

• Approaching and contacting priority candidates (at the level of board members or owners), presenting the opportunity and assessing the target's initial interest

• Arranging and coordinating initial communications with each candidate

• Assessing fair market value of the selected target(s)

• Assisting with the due diligence process

• Advising and assisting the negotiation of a purchase price, transaction structure and other significant issues

• Facilitating the deal closure and settlement

• Contributing to obtaining the relevant regulatory approvals

Sell-side services

ARTA adds value during a sell-side assignment through the coordination and execution of a well-managed process that creates a competitive environment, increases value and improves terms. We structure each process to meet our client's specific goals. A typical process for a sell-side client may include the following steps:

• Discussing strategic goals and objectives

• Advising on available opportunities and alternatives for achieving these goals and objectives

• Conducting due diligence to maximize our understanding of the business

• Performing valuation to identify a price range on the business

• Determining and recommending an appropriate timing and course of action

• Assessing current market conditions and the impact on the process

• Preparing a comprehensive confidential information memorandum

• Assessing current market conditions and preparing a comprehensive list of potential buyers

• Developing an optimal strategy to introduce a client to potential buyers

• Creating competition while marketing the business to potential buyers

• Initiating dialogue with appropriate decision-makers

• Providing management support in meetings with prospective investors

• Soliciting proposals for price and terms

• Identifying potential deal breakers and getting them resolved

• Analyzing the resulting alternatives and recommending a course of action

• Facilitating buyer due diligence

• Assisting in negotiating the transaction and a formal definitive agreement

• Closing the transaction

For certain growing companies considering significant restructuring with a series of subsequent transactions, ARTA provides investment banking and market input to integrate and facilitate the process. An early investment banking input assists clients in making difficult strategic decisions and anticipating elements of each transaction which may affect subsequent transactions (including issues of timing, priorities, market receptivity and risks).

ARTA acts as a business strategy consultant to our clients' management and shareholders. Our strategic advisory expertise plays an integral part in the leadership of business development teams, business strategy development, and in demonstrating investment opportunities to prospective equity investors and/or key shareholders. Our task is to carefully analyze and clearly communicate the value of a client's business strategy, financial project and business plan.

ARTA's strategic advisory services are designed to improve a company's operating and financial performance and, ultimately, its value. Our mission as a strategic advisor lies in assisting our client on higher levels of business performance in the following ways:

• Prepare a company for the sale

• Align the strategic plan, financial plan and management incentives

• Focus a client on key critical success factors

• Evaluate the company's financial soundness

• Improve operating and management performance

A crucial part of any corporate finance transaction, be it equity or debt search, a merger or acquisition, is to understand the true value of a business or an asset. Quantification of a shareholder's value is often a key factor in a company's management and decision-making processes.

ARTA provides valuation services as a component of its full investment banking solution. To arrive at a proper value, ARTA prepares a detailed analysis of an operation's history, results of a project, and financial statements. This analysis incorporates deep knowledge of an industry and the factors that affect it.

To ensure that business decisions are based on sound information, ARTA designs sophisticated financial models that combine details of a potential business opportunity with state-of-the-art valuation methodologies. This enables us to work with our clients on a real-time basis during negotiations, bid submissions, and strategic reviews.