+7495 669-82-87
info@ucf.ru

Rus

Media for equity

Media for equity (M4E) is an exchange of advertising for share in capital. The most well-known case is Zalando. In 2009 Zalando with $6m sales got investments  in form of advertising from Seven Ventures and reached $1.8bn sales by 2013. Now there are a lot of media for equity funds in all parts of the world – Germany, India, etc.

Media for equity

Media for equity (M4E) is an exchange of advertising for share in capital. The most well-known case is Zalando. In 2009 Zalando with $6m sales got investments  in form of advertising from Seven Ventures and reached $1.8bn sales by 2013. Now there are a lot of media for equity funds in all parts of the world – Germany, India, etc.

Client

Foreign
entity

Ucf

Media
inventory

SPV Cyprus
ООО SPV
Client

Russian subsidiary

Buy-back right UCF
Client company
SPV
Joint project company
Step 2

In case of successful launch of the brands the Client company has the right to buy the UCF
shares in SPV back based on agreed terms

Step 1

Launch of 10-30 new brands using media inventory from UCF up to $200m for 3 years BNSPIN index SPX index

How it works

Media Capital fund under the management of UCF aggregates different media sources (TV, internet, radio, press, outdoor) and provides investments in form of media inventory up to $10-100m according to the media for equity model:

1.The agreed parts of the business or brands are transferred to a joint company (SPV)
2.UCF acquires a share in SPV in exchange for an commitment from the fund (media-partners) to provide media campaign
3.The partner-company is responsible for production, distribution and operational management. The fund is responsible for organization and execution of the advertising campaign

Spin-off

UCF spins off one of the client’s business departments to a separate business. This business gets agreed assets, intellectual property, technologies or current products from the parent company.

Shareholders of the parent company obtain the shares of the new business entity as a compensation of capital decrease of the parent company’s assets

Property rights of the parent company shareholders equal to the rights in the new business entity

BNSPIN index
SPX index

During the recent years US Bloomberg Spin-Off Index demonstrated 53.15% return in comparison with 19.54% of S&P 500 Index.

Mezzanine financing

Mezzanine financing is one of the project financing opportunities when investor provides debt financing with simultaneous acquisition of an option for share purchase of the borrower company or SPV in the future on agreed price under certain conditions. Mezzanine financing is a combination of debt financing and equity financing.

UCF has a wide experience in working with banks on mezzanine financing projects and can help its clients to structure mezzanine deals  in short term and to offer the best possible market conditions

Bank
Loan
Buyer
Buying a company
or shares
Seller
Company
Обслуживание
долга

Buy-back agreement

UCF acquires a share in subsidiary in exchange for commitment to provide advertising campaign.

Holding provides operational support of the business (production, distribution, etc.).

Subsidiary increases turnover and capitalization.

Holding can either buy the shares back from UCF or execute a joint sale to strategic investor

Partner company

Operational support

Media Capital fund

Media inventory

Subsidiary

Share in capital

Buy-back right UCF

Mezzanine financing

Mezzanine financing is one of the project financing opportunities when investor provides debt financing with simultaneous acquisition of an option for share purchase of the borrower company or SPV in the future on agreed price under certain conditions. Mezzanine financing is a combination of debt financing and equity financing.

UCF has a wide experience in working with banks on mezzanine financing projects and can help its clients to structure mezzanine deals  in short term and to offer the best possible market conditions

Bank

Mezzanine loan to purchase
shares of the owner

Media Capital fund

Media inventory

Company

Share in capital

Share sale

Owner

Debt restructuring

UCF refinances existing debt attracting a new creditor and providing simultaneous media inventory investment.

New credit is structured on more favorable than current terms. It is possible with the media support of Media Capital fund which decreases risks for the bank and contributes to cash flow growth.

Bank new creditor

Loan refinancing

Bank previous creditor
Borrower company

Share in capital

Media Capital fund

Media inventory