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.
Minerva House was established by Eli Chahin to spearhead a dispassionate, analytical and calculating approach with an activist investor mindset.
Eli’s focus on helping companies improve their total return during times of uncertainty and low growth. The consultancy was established to support the stakeholders in managing turnaround and recovery processes and in allocating capital and investment to secure a preferential outcome within a framework 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
Family Office owned GCC manufacturing concern
- Supporting sponsor with a strategic overview of an UAE-based industrial concern which required an options assessment given extensive cross collateralisation with legacy assets
- Oversee an initial diagnostic on short-term liquidity situation and develop an interim Business Plan / turnaround potential assessment
- Review with stakeholders the financial position and determine capital return associated with recapitalisation given alternative capital allocation priorities
- Negotiate with lenders
- Work with legal team to develop a plan to oversee legislative options and roadmap absent any further capital injection
Dubai headquartered conglomerate engaged in diversified international businesses
- Corporate re-organisation of a Group present in over 18 countries experiencing liquidity pressures post Covid
- Accelerated a deleveraging plan to reduce interest burden and stabilise operations
- Worked on securing new working capital lines for trading operations and retain valuable franchises in sub-Saharan Africa, GCC and Turkey
- Challenging geopolitical risks entailed an increased focus on liquidity and liability management
- Negotiate with both local secured lenders and unsecured international creditors
- Transfer of collateralised assets and secured liabilities into a Newco structure to mitigate risks
- Establishment of a new commercial strategy to leverage extensive business activities which included commodities, automobiles, manufacturing, food products, and agri-business
Tier 1 UAE based Contracting Company
- High level review of the existing projects, assets, liquidity and operations of the Company
- Review of the strategic plan assumptions vis a vis a ‘going concern’ status versus alternative options (M&A, prescribed process)
- Evaluation of the initiatives supporting any strategic planning process to extractive any residual value from the Company
- Assist with liquidity gap analysis and likelihood of securing fresh funding
Abu Dhabi Family Office
- Lead and coordinate the bank restructuring with UAE based lender owed AED3.6b
- Support the portfolio companies in the various workstreams
- Determine funding capacity, optimal capital structure
- Formulate capital restructuring execution strategy
- Negotiate with lenders