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What webring toPrivate Equityclientswww.pwc.com/krWhat we bring to Private Equity clients1

ForewordOver the past decade, the private equity industry has been showing remarkable growthin terms of the size of assets under management, as well as the number and value ofexecuted deals in the M&A market. Concurrently, private equity firms (‘PE Clients’)have become one of the most important clients for the Deals Team at Samil PwC.Considering this dynamic growth, Samil PwC's Private Equity Service Team (‘PE ServiceTeam’) has been further developing its expertise to provide customized solutionstailored to the needs of PE Clients.Particularly, in line with the changing economy and deal environment, we have movedaway from more traditional services, such as due diligence and valuation, which havebeen provided to PE Clients in the past, and have expanded our scope of business toVCiD (Value Creation in Deals) Service, which offers necessary services throughoutthe deal life cycle, such as deal organization, deal strategy, and deal structuring & exitplan, and D&A (Deal Analytics) Service, which provides a more insightful analysis byanalyzing vast amounts of deal-related data utilizing the latest technologies.As such, Samil PwC's PE Service Team continues to strive to provide its PE Clients withcustomized one-stop services, which are comprehensively described in this brochure.We are pleased to have the opportunity to guide you through the leading services ofSamil PwC's PE Service Team with these introductory materials, and we sincerely hopethat you will continue to achieve successful results together with us.ContentsWhat’s important to you is.01What makes us different?02Our clients say.03Why do you need us?051. Due Diligence2. Valuation3. Deals Analytics4. SPA Advisory5. Value Creation in Deals5. Corporate FinanceContacts16Deals LeaderSang-Soo Yoo

What’s important to you is.We laser-focus on your needs and execute accordingly.Understand a target companyfrom an accounting perspective“Money talks”Without knowing someone’s history, youcannot understand its real life, which meansyou cannot predict its future life. Withoutunderstanding a company’s financialstatements, you cannot estimate its futureperformances. Please bear in mind allactivities of a company including its corevalue and risks are captured in its financialstatements. Our ultimate mission is helpingyou totally understand a company’s realfeatures.Identify & quantify the dealbreakers, if any (how big andhow many?)Skeleton coming out of the closet postto the deal will deteriorate not only yourfund but also your team. One of ourmain missions is to identify and quantifythe skeleton during the financial duediligence process.Identify value creation opportunitiesFocusing on risk only is imprudent. Hidden up-side potential &performance must be sought by you and your advisors. We understandthe importance of such hidden up-side potentials for you to win the race,we thus make our best efforts in identifying hidden up-side potentialswhilst we do our best to identify the skeleton.What we bring to Private Equity clients1

What makes us different?We developed a team of highly sophisticated specialists to provide you withdedicated solutions specifically adapted to your Private Equity firm.Selected advisor on majority large PE deals in KoreaName a large PE deals in Korea. We have a proven track record in delivering servicesin all those transactions. Our history is no other than Korean PEs’ history.ExperienceExtensive PE deal know-how and knowledgeKnowledgeOur specialists have a profound knowledge and long-term experience in transactionalenvironment and therefore are well acquainted with the multifaceted challenges inthe private equity sector.Our focus is on creating value by supporting clients at all phaseof a transactionValuefocusedNo matter if private equity house or portfolio company - we support you in all phasesof an investment: from mergers & acquisitions to deals as well as valuation, taxservices, audit & accounting and exit services.How are we perceived by our clientsand other advisors in the market?2Samil PwC

Our clients say.We have been widely recognized for our quality of services providedto Private Equity clients. The justification for our team’s existence is to“maximize our client’s satisfaction”“The Samil PwC team is thorough, detail-oriented,and possesses deep insight across multiple industriesbased on their extensive local and internationalnetwork. We enjoy working with the Samil PwC teamfrom both a professional and personal perspectiveand consider them as an extension of our firm.”“Samil PwC team is an outstanding group ofprofessionals that I can always rely on as a trustedadvisor for private equity transactions. This teamis fully dedicated in addressing the client’s needs,and combines technical excellence with a soundcommercial perspective.”Sam LeeHanchul KimPartner l Affinity Equity PartnersManaging Director l Baring Private Equity Asia“Samil PwC team has always showed the bestin-class performance, working with us on variousprojects over the past years, and has been the mostreliable advisor in the market. We appreciate thequality support and commitment from Samil so farand expect to continue our sincere partnership witheach other going forward.”“Samil PwC team has profound understanding ofhow sponsor clients approach and assess potentialinvestment opportunities and what they expect froman accounting advisor in M&A transactions. His teamhas never failed to deliver the highest quality serviceto most sophisticated sponsor clients and has anexcellent track record of advising major PE firms inKorea.”Eugene HahmDirector l CarlyleChulhwan KimDirector l CVC CapitalWhat we bring to Private Equity clients3

How we can add valueand help to achieveyour goal 4Samil PwC

Why do you need us?We can add value through the deal continuum of Private Equity firmsDue DiligenceCorporate nDeals AnalyticsSPA AdvisoryAs the private equity market is becoming more challenging than ever, the PE funds needexpert advice to secure promising deals and eventually create value for their investors.Some of the typical challenges encountered by PE funds include identifying the right targets,assessing the risks involved through a robust due diligence process, reasonable pricing ofthe deal and achieving profitable growth leading to a successful exit.In order to meet these challenges, PE funds require a dedicated team of experts equippedwith the necessary skills and a clear understanding of the private equity value chain. Thuswe have brought together a multi-disciplinary team of deal experts and consultants with theskills and experience to deliver our unique approach in serving PE clients throughout thedeal continuum.This is a market with huge potential. But the standard deal value playbook that has servedfinancial investors during previous market cycles can no longer deliver return expectation on itsown. Leading PE firms are therefore rethinking value creation in deals and reaping the rewards.I’m confident that with the right planning and approach, others can share their success.Malcolm LloydGlobal Deals Leader l PwCWhat we bring to Private Equity clients5

1. Due DiligenceOur Private Equity Service Group offers a multi-disciplinary team anda range of integrated solutions throughout the different stages in theDeal Continuum.Audited financial statements andacquisition due diligence – how dothey link? Audited financial statements are based onGenerally Accepted Accounting Principleand historical information, while deal valueis based on cash flows and the future. Assuch, assessing deal value requires a deeperevaluation of the underlying value drivers thatcan only be assessed at more granular levelsof information. Additionally, audited financialstatements don’t cover subsequent resultswhich can be the most important element forthe baseline forecast. Audited financial statements are also basedon judgments and estimates involvingcomplex transactions. Understanding thosejudgments and estimates is not only a keypart of understanding historical businessperformance, it also informs one’s evaluationof future cash flows and purchase price. Thatunderstanding, however, cannot be obtainedjust by reading the financial statements alone. Value also comes from synergies whichrequire more detailed financial insight.Due diligence – How much duediligence is enough? The key diligence objectives should includewhether the strategy has been validatedand the deal terms and valuation drivers aresupportable from the buyer’s perspective. Thisinvolves some judgment regarding risk areasand the comfort level required to sign off inthe context of the overall transaction. The risk based assessment should happenwithin each functional team – financial,accounting, tax, information technology,human resources, sales, operations, researchand development, legal, etc. – and then overallfor the entire transaction. Balancing demandsfor incremental information and due diligenceagainst the deal pressure is often challenging.However, management should have a processto ensure satisfaction with the primary dealdrivers and other items affecting value. While every deal is different, we believeminimum standards for diligence shouldbe established. The standards can becustomized to the requirements of each deal,but significant gaps from minimum standardsshould be communicated to key decisionmakers. Samil PwC’s due diligence services aresupported by industry knowledge, ourextensive network of clients and contacts andour primary research capabilities, all of whichhelp us overcome the challenges of findinganswers in data-poor environments. Ourteam has worked with many of the leadingprivate equity investors around the globe andis well versed in the deal process and therequirement for speed, accuracy and reliability.6Samil PwC

Our due diligence process focuses on identify risks, exposures, andopportunities early in the process.Buy-Side Due DiligenceVendor Due DiligenceWhen a company is up for sale – or wants to selloff one of its divisions – buyers need a detailedreport attesting its financial health. As such, wefocus on the following areas: Instead of granting access to confidentialinformation to numerous bidders so that eachof them carries out its own analysis, VendorDue Diligence provides an in-depth report onthe financial health of the company that is forsale. Understanding the client base and contractterms Analyzing the profitability and changes overtime Understanding the historical performanceof the products and services sold, includingcomparisons with peers Analyzing the target’s Quality of Earnings,normalizing EBITDA for periods driving thedeal valuation, and understanding the runningEBITDA Analyzing the Quality of Assets, debts andspecific debts like items and off balance sheetcontingencies This helps to significantly reduce disruptionsto the business thanks to the elimination ofthe management of multiple and extensivedata rooms and due diligence processes. But more importantly, it provides vendorswith greater control over the sale process andthe timing of the sale which in turn can helpsecure a fair price for the business. Samil PwC provides comfort for both buyersand sellers, taking an independent view of thebusiness, of the company’s performance andprospects. Understanding historical working capital,cash flow management, and future capitalrequirements Linking historical results to projections/valuation models, scrutinizing the projectionsand commenting on potential risks in seller’sability to achieve them Providing advice on purchase contractconsiderations (e.g. representations andwarranties, escrow/indemnity terms andworking capital closing mechanisms)What we bring to Private Equity clients7