A niche advisory network of professionals with an activist-investor mindset tackling operational, strategic, governance and financial challenges
About Us
minerva.house
A niche advisory network of activist C-suite leaders and Board advisors with diverse backgrounds, wide sector coverage and international experience leading corporate turnarounds and transformations.
A proven record of delivering results within a disrupted corporate paradigm – typically Company-side, as third-party evaluators, and with an activist-investor mindset across both public and private companies.
What we do?
Coming from outside a company, our proposition is an individual approach unencumbered by institutional inertia or vested interests associated with a branded pre-packaged consulting solution.
A dispassionate, analytical and calculating approach with an activist investor mindset - focused shareholder returns, capital structuring, corporate positioning, and a quantifiable value creation plan that is underpinned by a passion for good corporate governance.
Why we are engaged?
When companies need external support addressing operational weaknesses, a misaligned balance sheet structure, or unexploited opportunities.
Our support is multidisciplinary and includes some of the most commercially agile and strategic minds, including leading investment bankers, lawyers, and non-executive directors. Either to run a preemptive audit to evaluate a company’s fundamental performance or for a post-event driven restructuring agenda to salvage value destruction.
Who we align with?
Typicaly alongside companies and stakeholders with significant value at risk.
Supporting value optimization and corporate disruption that is associated with a M&A or restructuring process.
A proven track record
- As a C-suite resource in a complex commercial or restructuring situation
- Taking a risk on the outcome on the same side as the Company
- Providing assurance on management bandwidth to external constituencies
- Being a catalyst for change and making things happen
- Acting as a gateway to other expertise and back-up resources
- Tackling institutional intransigence
- Building an operating platform and governance regime for growth and recovery of value
Our Approach
Restructuring
- Gaining transparency about critical issues and future potential
- Understanding the operational and financial interplays
- Ring fencing of risks and initialize mitigation
- Accelerated implementation of turnaround measures
- Objectivity and drive for a solution to align conflicting stakeholders
Stakeholder Management
- Analyze the disruption ie capital structuring, organizational, operational transformation
- Evaluate stakeholder issues and leverage (e.g., capital providers, management, vendors)
- Position proposal(s) in relation to these conflicting underlying issues and constraints and drive a position objectively that best aligns conflicting stakeholders
- Maintaining flexibility and building to consensus with critical parties
Funding Solutions
- Typically for senior and subordinated debt.
- New money working capital funding.
- Term debt reprofiling considering altering capital structures where required including hybrid debt instruments, mezzanine finance, warrants and equity.
- Burden sharing of risks and values within a sustainable capital structure
What is keeping us busy
London AIM-listed O&G company
- Strategic review followed by launch of open proxy contest owing to incumbent Board’s inability to execute proposed value creation plan
- Overhaul of governance and management regime to address disconnect between shareholder value and corporate pay and better checks-and-balances to the Boardroom.
- Alignment of business model, right-sized operations, new value growth strategy in line with shareholder interests
- Absent immediate use of capital, returned USD70m to shareholders as special dividend
Multinational listed petrochemical producer
- Subsidiary of listed ParentCo with operations in Europe and GCC
- Overleveraged publicly listed ParentCo with value break in the OpCo’s USD800m debt envelop
- Stakeholder changes with international hedge funds assuming majority of senior and unsecured debt at sub-par
- Engaged to revitalize consensual reorganization, debt reprofiling, and debt for equity swap within a new governance framework
London FTSE 100 listed multinational healthcare provider
- Board role supporting appointment of Administrator for a FTSE100 fallen angel.
- Multijurisdictional operations with allegations of fraudulent misconduct resulting in an outsized balance sheet debt of c. US$7B.
- Subsequent delisting followed by administrative process to stabilize operation and salvage operating value.
- Engaged as restructuring expert to “create the governance platform in the group supporting real stability operating businesses’’.
- Working with external advisors to pursue a M&A process, litigation strategy for recovery of funds, and provide strategic insights.
Major listed GCC developer and asset manager
- Structuring and implementation of a pre and post M&A transition roadmap to ensure credible commercial strategy
- Assist the Company with stakeholder negotiations, enlisting external third-party support where required
- Develop contractually the value play to maximize shareholder equity value for the acquisition
- Advise on a governance framework and target operating model
- Oversee third-party advisors for the financial and technical due diligence