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Confidential and Under NDA, December 2016 December 2016 FULBROOK Capital Management, LLC

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Page 1: FULBROOKfulbrookmanagement.com/wp-content/uploads/2017/07/Fulbrook-Capital-Management-Paris...practice areas and within territorial jurisdictions that leverage team’s expertise International

Confidential and Under NDA, December 2016

December 2016

FULBROOKCapital Management, LLC

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Confidential and Under NDA, December 2016 2

Fulbrook Capital Management LLC (“Fulbrook”) is a premier third-party litigation advisor and financier that attracts and evaluates commercial claims, and

advises on and arranges for investment of institutional capital to prosecute and monetize

meritorious commercial claims

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Executive Summary

Experienced Team

Successful Operational

Record

Experienced Team • Management team led by Founder, Chairman and CEO, Selvyn Seidel, former senior litigation partner of

Latham & Watkins, Third Party Funding pioneer, and Co-Founder and former Chairman of Burford Capital• Internal core team of seasoned, senior professionals supported by external core team of 20 expert

advisers across a wide range of litigation and investment specialties • Structured formal investment and monetization processes designed to increase quality and speed of

decision making, and to mitigate risk

Successful Investment Strategy and Operational Record• As Co-founder and Chair of Burford Capital, involved in raising $300M from over 20 leading institutional

investors and deployed over $100M in the first year of operation• As Founder and Chair of Fulbrook, self-funded three years of operations to generate investments in eight

commercial claims with net projected recoveries in excess of $500M to investors• Robust pipeline of both claims and claimants• Recipient of numerous industry awards and distinctions at individual and firm level

Specialist Third-Party LitigationFinancier

Fulbrook Capital Management, LLC • Identifies, evaluates, arranges for investment in and subsequently oversees large commercial litigations

and significant arbitrations to a monetization event in exchange for a share of the financial recovery• Focuses specifically on international arbitration and litigation, patent, bankruptcy, general mediation, and

special situations (e.g. antitrust, whistleblower, serious breach of contract and/or fraud) claims• Targeted territorial jurisdictions: U.S. (New York, California, Texas, Washington D.C., and Chicago); Europe

(London, Western Europe and Central Europe); and Asia (Hong Kong and Singapore)

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Commercial claims increasingly being recognized and accepted as an investible asset class with characteristics similar to stock or securities and other investible assets, but requiring specialized knowledge and greater nuance in the investment decision making and monitoring process

Industry becoming more specialized, integrated, complex and difficult to analyze given its youth and its rapid changes

Industry becoming predominantly international in most funding practice areas

General market demand for DF is significantly greater than capital supply, with gap continuing to grow

Claimant demand vs. capital supply in specific complex practice areas outpacing overall industry, (e.g. international litigations / arbitrations and patent claims), and in certain international jurisdictions, (e.g. New York, London, Hong Kong)

Various legislative and regulatory initiatives governing investors possibly to be enacted in U.S., U.K., and Hong Kong, intended to improve both the overall market and industry, but increasing complexities of investing in commercial claims

Specialist experts increasingly becoming indispensable

Major Investment Trends

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Confidential and Under NDA, December 2016

New York, California, Texas, Washington D.C., Chicago

London, Western Europe and Central Europe

Hong Kong (also a bridge to Far East)

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Meritorious “high-end” claims requiring $1 to $10 million of investment (averaging $4 million to $5 million)

Realistic minimum projected recoveries of $25+ million (typically above $100 million and growing number in the billions)

Settlement or trial duration of approximately 3 years

Target IRR 25-35%

Investment Strategy

Specialized DF strategy focusing on superior quality cases within financially attractive legal practice areas and within territorial jurisdictions that leverage team’s expertise

International litigation and arbitration

Investor-state claims

Mediation and high-stakes disputes

Patent and intellectual property claims

Bankruptcy/Insolvency/Financial Distress

Other particularly compelling cases

Preferred Practice Areas Preferred Territorial Jurisdictions

Fulbrook Economic Criteria

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Steady net increase both in number of DF investors and capital under management.

– ~25-30 identified conventional litigation funders in the world; 3 public companies.

– ~13-15 serious conventional DF competitors (8-10 in U.S., 4-5 in U.K, 1 in Australia)

– Situational funders entering industry such as hedge funds, private equity funds, pension funds, endowments, family offices and high net worth individuals

Contingency law firms, and law firms backed by outside firms to pursue DF opportunities

Total number of investors and capital committed for DF is not known nor knowable

Known and knowable facts are that the gap between DF capital supply and demand continues to grow, increasing more opportunities for collaboration than competition

Starting to make portfolio investment of claims, and jumbo size investments, of $50M and more

Prominence of Fulbrook’s senior team is an important competitive advantage in a field where experience, expertise and judgment is fundamental to both litigation success and financial return

Fulbrook’s focus on both specific practice areas and specific jurisdictions, where Fulbrook expertise is differentiated and superior, results in both enhanced quality cases and enhanced profitability

Organization structure, and sophisticated processes, that enhance effectiveness and efficiency

Emphasizing technology, including artificial intelligence, in cases and operations

Speed

Industry’s complexity and rapid changes benefit an experienced and skilled advisor such as Fulbrook

Industry Trends

Participants

Fulbrook Competitive Advantages

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High returns are driven by:

Major risk to the financing provider – when a case is lost, there is a total loss on the financing

Typical financing terms are 3 to 5 times return on capital and/or 5% to 10% share of recovery

The amount of the financing is relatively small compared with the recovery – claimants are comfortable paying a high cost on a small amount of financing, because the amount of the recovery far outweighs this cost

Dispute Finance enables and facilitates great value creation for all involved parties – claimants, financing providers, lawyers and investors

Investors obtain outsized, uncorrelated returns without being exposed to the binary win or lose risk of individual cases

Industry participants create investment opportunities which benefit from portfolio effects that diversify away binary risks

In a portfolio of cases that have been financed by a Dispute Finance provider, roughly speaking, one-third of the cases can be lost and the portfolio will still generate a high return – half of the cases can be lost and the portfolio will still generate a good return.

A Few Basic Industry Economics

The Dispute Finance asset class enables investors to achieve extraordinarily high returns that are uncorrelated to other asset classes

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Conventional Third-Party Financers

$1.4 B

$1.2 B

$900 M

$500 M$300 M (2015 only)

$300 M (approx.)

$250 M

Gerchen Keller

IMF

Burford

HarbourTherium

EJF Capital

Calunius

Selected Industry Participants

Capital Raised / Committed to CasesSource: Company websites, annual reports and press reports

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Actual Returns from Dispute Finance Portfolios

Case study: Burford Capital

NOTE:

(1) For the years 2010 onward a significant number of cases are still in progress; results from these can increase IRRs significantly

(2) Three large cases in trial; one or more successful judgments expected to increase IRR significantly

Accumulative IRR 2009-2014

Returns from Concluded Cases (1)

(2)

Source: Burford Capital

Total Amount Reovered

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Assumption Portfolio of 8 investments, with following averages:• Each has chance of success at 70%• Investment: $5 million• Recovery: $100 million• Time: 3 years

Year 1 2 3

Return Multiple3,0 4,0 6,0

Return on Recovery as Part of

Net Recovery 5% 5% 5%

Recovery 100

Investor Return 35,0

Loss Factor (1) 30% -10,5

Risk adjusted cash flow after

Loss Factor 24,5

Investor IRR 70%

Hypothetical Example of Deal Economics

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Confidential and Under NDA, December 2016

Burford Capital

Overall IRR from concluded cases: 28%

Total recoveries to date: $347.5 million

Duration of case investments: primarily 1.9 to 2.3 years

5-year stock price appreciation (including dividends): 34%

Fulbrook Capital Management

Modelled IRR to investors, $200 million invested capital for 5 years: 35%

Modelled total recoveries to investors (based on 70% case success rate): $400 + million

Current 5-case portfolio transaction offered IRR: 39%

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Selected Actual Results and Projections

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Founder, Chairman & CEO Biography

Selvyn Seidel founded and chairs Fulbrook Capital Management, LLC. Before Fulbrook, in 2007, Mr. Seidel foundedand chaired Burford Advisors, an expert advisor in third party finance, and then, in October of 2009, co-foundedand chaired Burford Group Ltd., the investment manager for Burford Capital, LLC, which went public on the U.K.AIM market of the London Exchange. Burford Group Ltd is now among the leading and the largest institutionallitigation funders in the world with over $500 million under management.

Before Burford and Fulbrook, Mr. Seidel practiced as a litigation attorney for over 40 years in complex internationallitigations and arbitrations. In 1985, he co-founded the New York office of Latham & Watkins, a premierinternational law firm.

Until December 31, 2006 and for almost 25 years prior, he was a senior litigation partner at Latham & Watkins andwas, at different times, the Chairman of the firm’s International Practice, the founder and Chairman of Latham’sInternational Litigation and Arbitration practice, and the Chairman of its New York Litigation practice.

Mr. Seidel has been and is an active educator. He was for ten years an Adjunct Professor of Law at the New YorkUniversity School of Law, teaching courses related to litigation and arbitration. He is an Alumnus Lecturer atLinacre College, Oxford University. He chaired for a number of years the Advisory Board of Oxford Law Alumni ofAmerica, and chaired the Advisory Board of Columbia’s Law School’s Center on International Commercial andInvestment Arbitration. He currently works with the New York University Law School’s Center for Justice. Helectures on dispute finance and participates in conferences and presentations at various law schools in the U.S. andU.K. (including Harvard Law School, Columbia Law School, Oxford Law, New York University School of Law and theUniversity of Iowa Law School), and at various Institutes (such as the RAND Institute of Civil Justice, and at LEXISNEXIS programs on litigation costing and funding). He has authored many articles and papers in the industry, (seewww.fulbrookmanagement.com for references to lectures, presentations, articles and papers), the FulbrookPrimer on Third Party Finance of Commercial Claims (November 2014), and the Fulbrook Snapshot on Third PartyCapital Finance of Commercial Claims (October 2015).

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Contact Information

Selvyn SeidelChairman & CEO

Fulbrook Capital Management, LLC

+1 (646) [email protected]

870 Fifth AvenueNew York, New York 10065

Louis SampanisManaging Director

Fulbrook Capital Management, LLC

+44 7748 676 [email protected]

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Disclaimer

This information (the “Information”) has been prepared by Fulbrook Capital Management, LLC (the “Company”) and is being furnished to a limitednumber of parties solely for the purpose of considering activities with the Company (the “Potential Activities”).

This Information has not been independently verified. None of the Company, any advisors (“Advisors”), their respective affiliates or their respectiveemployees, directors, officers, contractors, advisors, members, successors, representatives or agents make any representation or warranty as tothe accuracy or completeness of this Information, and shall have no liability for any representations or warranties (expressed or implied) containedin, or for any omissions from or errors in, this Information or any other written or oral communications transmitted to the recipient in the course ofits evaluation of the Company. Only those representations and warranties as may be contained in a definitive agreement relating to the PotentialActivities shall have any legal effect.

The Company is under no obligation to update, amend or supplement this Information or any information contained herein.

This document contains forward-looking statements, opinions and/or projections prepared by the Company’s management. Such forward-lookingstatements, opinions and projections are not guarantees of future performance and involve known and unknown risks and uncertainties. Otherimportant factors could cause actual results to differ from the statements, opinions and projections contained herein. Forward-looking statements,opinions and projections are based on historical and/or current information that relate to future operations, strategies, financial results or otherdevelopments.

The Company reserves the right, at any time, to negotiate with one or more interested parties or to enter into a definitive agreement with respectto, or to determine not to proceed with, any Potential Activities, without prior notice to any other interested parties. The Company reserves theright to terminate, at any time, and for any or no reason, further participation by any party and to modify any other procedures. The Companyshall have no legal commitment or obligation to any recipient of this Information unless and until a definitive agreement for the Potential Activitieshas been fully negotiated, executed, delivered and approved by the Company and such recipient.

This Information shall not constitute an offer, or a solicitation of an offer, of the sale or purchase of securities, nor shall any securities of theCompany be offered or sold, in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Neither the Securities and ExchangeCommission nor any state securities commission has approved or disapproved of the transactions contemplated hereby or determined if thisInformation is truthful or complete. Any representation to the contrary is a criminal offense.

Recipients of this Information should not construe the contents hereof to constitute legal, tax, regulatory, financial, accounting or other advice.Any recipient of this Information should seek advice from its own independent tax advisor, legal counsel and/or other advisors with respect to suchmatters.

By accepting this Information, the recipient agrees that neither the recipient nor the recipient’s agents or representatives will directly contact theCompany’s shareholders, customers, vendors or related parties or affiliates at any time with respect to the Potential Activities or the informationcontained herein, except to the extent agreed to in advance with the Company.