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Glossary of Terms


Repurchase of outstanding shares by a company or its shareholders on certain terms


The right assures that if the one shareholder sells his stake, the other holders are forced to join the deal at the same terms and conditions as would apply to the first shareholder


A measure of size of an advertising campaign or a specific media. Quantifies impressions as a percentage of the target populationas a sum of all ratings of the campaign


Acquisition of a company’s shares or assets with a combination of equity and significant amounts of borrowed money


Exchange of media inventory for shares in company’s capital

Exchange of media inventory for share in company’s revenue, profit or other financial value

Quantity of available media for selling to advertisers for a given period (TV, internet, radio, press, etc.)

Provision of debt financing simultaneously with an option for shares in company’s capital which can be executed under certain conditions


Legal contract through which the parties (disclosing party and receiving party) agree not to disclose information covered by the agreement and define the terms and liabilities of the parties concerning the information


The list of potential deals under consideration


Agreement on the purchase of company’s sharessigned between the deal parties and definingthe dealterms

Agreement amongst the shareholders of a company defining the parties’ rights and liabilities

Agree menton the purchase of new issue shares defining the deal terms

Subsidiary company created for a certain purpose

Type of corporate transaction forming a new company or entity (not a core business) for the purpose of its further sale


The right assures that if one shareholder sells his stake, the other holders have the right to join the deal and sell their stake at the same terms and conditions as would apply to the first shareholder

Gross rating points delivered by a media vehicle to a specific target audience


The Fund’s investment strategy assumes minimum involvement into the operational management of our portfolio companies. Thanks to its wide experience in media the Fund provides full support in organization and realization of advertising campaign. However we can always help in solving current business issuesusing our experience and network if necessary.

Thanks to the close cooperation with several banks UCF can provide access to debt financing under interesting conditions for different goals: financing of operational activities, capital expenditures, refinancing of current credits, buyback of equity stakes.

Advertising agency sells its services to clients. Media Capital Fund invests in business by providing advertising campaign.

We work in partnership with media agency BBDO which is the largest player on Russian and international media market.

Media Capital fund aggregates different sources of advertising from its partners and invests them in portfolio companies’ capital.

Besides for large FMCG companies we suggest to create a SPV where the company contributes rights for new brands and the Fund contributes media inventory.

The Fund offers media inventory leftovers not sold to the existing clients of media holdings.It is difficult to forecast the exact amount of inventory available at each period of time that is why the Fund commits for the total amount of inventory invested.

We consider several exit options:

  • Buyback of the Fund’s share by business founders
  • Saleofthebusiness (100% orpartially) tofinancialinvestor
  • Full sale of the business to strategic investor
  • IPO

The Fund is interested in companies from advertising-intensive industries like food and beverages, household chemical goods and hygiene, pharmaceuticals, etc.

UCF Investment Company provides consulting services in finance, investment and media, manages Media Capital private equity fund (media for equity model), helps companies in attracting debt financing.

After the advertising budget in frame of M4E investment is spent it is possible to finance further campaign by the cash funds of the business.

In frame of the deal the Fund becomes a co-owner of the business. Together with the other shareholders we bare the risks proportional to our stake in the business including those connected with success of the advertising campaign.

The Fund cannot guarantee the effect from the investment as it depends from the efforts of all parts of the business, but we are directly interested in doing our best to reach the maximum result.

If a brand is (or was) already a client of our partners the Fund cannot provide M4E investment to promote it. Thisrestrictionis imposedin order to avoid cannibalization of our partners’ operational business. However we are always eager to create and develop new brands.

The Fund is interested in acquiring minority stake (less than 50%) in business. Our aim is to keep current owners and managers interested and fully involved in further business development.

Advertising price is estimated using complex calculations taking into account a lot of factors like total advertising volume, period, resources, etc.

The Fund can acquire media inventory at minimum price from the seller after all discounts provided only to the largest advertisers.

The Fund’s investment is the total value of advertising campaign.

The model assumes using media inventory leftovers not sold to the existing clients of media holdings. However it does not mean the all the inventory of high quality is sold, there is always something left for our portfolio companies.

As a part of the deal we prepare documents which describe all the key parameters of advertising campaign including characteristics of the target audience, TRP, etc. Although we cannot plan the exact time of advertising for long term the Fund guarantees the total agreed volume of advertising shown to the target audience.

Target deal size: $3-10m

Target investment horizon: 3-5 years

Mediaforequityis an exchange of media inventory for share in company’s capital.

As a part of investment we can provide advertising using all sources of our partners: TV, internet, outdoor.

At the moment we have three media partners:

  • VideoInternational – the largest media market operator in Russiaand Eastern Europe, controls about 70% of TV advertising market in Russia (First Channel, Russia, REN, etc.), also sells advertising on radio, in internet, etc.
  • Rambler – one of the largest internet holdings including Rambler, Afisha, Livejournal, Lenta, etc.
  • BoulevardRing – exclusive outdoor advertising operator of ground transport in Moscow

Besides we have several negotiations with other media holdings in process right now.