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Context HealthyMeal (the Company) is a Spanish-based vertically integrated multinational food retailer, with 680n1 of Revenues and 130n1 of EBITDA in FY19. The Companyr operates

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Context HealthyMeal ("the Company") is a Spanish-based vertically integrated multinational food retailer, with 680n1 of Revenues and 130n1 of EBITDA in FY19. The Companyr operates a vertically integrated restaurant and delivery business and a franchise business with a total 2,500 stores as of31 December 2019. In May 2019, LMJH, a leading Private Equity Fund, acquired a majority stake in the Company. Following an initial diagnose of the nancial current situation, the following conclusions were attained: 0 There is a lack of a clear financial strategy. Although the Company does not have liquidity problems, the financial situation coud be depicted as follows: 0 The Company has obtained several bilateral loans and credits with different banks through tactical and short-term negotiations . The number of bank accounts do not seem to be rationaliced, making complex the process of obtaining the cash position and supporting too many bank expenses. Financial risk management programs have never been in place, while the company is subject to FX and interest rate volatility. The Company has deployed an in-house excel-based process to construct a 13 weeks rolling cash flow forecast. However, it is far to be seamless since too many deviations are usually noted and sometime not all the information is collected. Non-banking nance alternatives, either from Capital Markets or Private Placements have never been analyzed and could make sense for future needs. Additional focus should be done to yearly shareholder return and i From an operating nance point view the following remarks are important; 0 DSOs are fully optimized since most of sales come from the restaurants. DPOs seem too low, with an average of 30 days. A new win- win payment scheme could probably help to release free cash ow while allowing suppliers to collect in advance. Any additional and sustainable cost-reduction} Ebitda enhancements measures would be a plus. . From an organization point of view, the Finance department main highlights are as follows: o The structure is composed by a CFO, a Head of Accounting and Consolidation, a Head of Corporate Treasury, a Head of Corporate Development and Controlling and a Head of Tax. Total finance FTEs amount to 55, 20 in Headquarters and the rest in subsidiaries. No SSC are in place. o The Company implanted SAP R/3 on-premise 8 years ago withouth having upgraded it since then. Finance submodules in place are FI, CO, BCM and BPC. o No digital finance assets have ever been analyzed to conclude on the value they could represent. As part of the new ownership's programme, the Company is looking to set- up best-in-class finance practices. Proposed Scope of Work The key objectives of the work are: . Complement the diagnose done with further insights and best practices that will allow us to optimize the finance function. We do not aspire to have the best-in-class but a tailored-one that will support us to achieve our goals and strategic aspiration. . Fully optimize our cash management and liquidity program, to ensure that our cash flow is managed, monitored and repatriated in the best possible way. . Define a "to be" finance structure in terms of bank debt/ alternative debt/ equity. . Optimice working capital through extending DPOs, observing the law and allowing suppliers to collect in due terms. . Identify efficiency actions plans and sinergies within our finance back office. . Define a future Finance Target Operating Model (FTOM) supported by a solid business case and roadmap . If needed, provide interim management support in the finance areaHard Deliver-ables The expected \"hard\" deliverables are (but not limited to): 0 Finance Function Diagnosis report, including best practices comparison 0 List of quick-wins o FTOM, Roadmap and Business Case 0 Cash and liquidity management \"to be\" structure and policies, including a forecast tool 0 Finance structure \"to be\" and business case 0 Hedging opportunities and rationale o DPO \"to be\" per main supplier and business case Soft Deliverables The expected \"soft\" deliverables are (but not limited to): 0 Senior management Coaching and Training 0 Internal buy in and excitement, driven by an experience team and a non-standard methodology

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