Corporate Finance Consulting

Our corporate finance consulting services range from a multi-method pricing analysis, designed to provide our clients with a range of asking or offering prices, values for the new or soon-to-be-disposed-of assets, to fairness opinions for both public and private companies, when such reassurance is sought by a corporate board or other fiduciary. Even though a fairness opinion is not a requirement, the well-advised board often seeks one prior to a material transaction.

  • Our professionals have rendered fairness opinions that have withstood the scrutiny of the SEC.
  • We are regularly retained by both buy side and sell side clients as to appropriate offer and asking prices.
  • We have prepared dozens of appraisals for ESOPs around the country. Our engagements have included a feasibility appraisal for a mechanical contractor considering the implementation of an ESOP, a fairness opinion rendered for the trustees of a plan that was unwinding, and an Appraisal Review Report opining as to the appropriateness of the analyses and the credibility of the conclusion of an ESOP valuation report.
  • We assist in the creation and design of preferred or “frozen” equity interests in all types of companies and entities.
  • We routinely, and effectively, value minority interests in closely held companies for the purpose of redeeming family and non-family held shares.
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Some of our recent experiences include:

  • Assisting in the creation of convertible subordinated debt issued to an existing shareholder of a distressed operating business.

  • Assisting the owners of a defense contractor in structuring a sale of the company’s equity to its employees, which involved a recapitalization of the entity’s equity into voting and non-voting common shares and the creation and issuance of convertible preferred stock.

  • Preparing multi-method pricing analyses for clients in the retail appliance, consulting services, food distribution, uniform supply, insurance agency, printed circuit board and construction industries.

  • Rendering an opinion as to the fairness of the proposed purchase price of the common stock of a distressed multinational security and telecom company, in conjunction with a contemplated buyout of certain of its minority shareholders by the holder of its senior notes.

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Melissa MAP ATP 12-23-2019
  • Determining the fair value of the equity of a medical device manufacturer for financial reporting purposes, and allocating such value among the entity’s common stock, convertible preferred stock and common stock options.  In doing so, we considered the applicability of four commonly used methods for valuing equity securities: the current value method, the option pricing method, the probability-weighted expected return method (commonly referred to as “PWERM”), and the hybrid method. The project also involved working with the client’s auditors to reach a mutually agreeable valuation of the securities for financial reporting purposes.

  • Assisting the owners of an established offshore technology company by preparing a multi-method pricing analysis for purposes of evaluating a merger with another nonpublic business. After the merger, the combined entity would be sold to a foreign public company.

  • Valuing existing debt and newly issued convertible preferred and common securities issued to investors by a large, non-public transportation client.

  • Rendering consulting services in determining a fair market rental rate for tangible assets being contributed to a joint venture.

  • Providing consulting services for a provider of water infrastructure maintenance services that was evaluating offers from two competing private equity suitors. We established market evidence in support of higher multiples than those implicit in both offers. We also researched private equity debt and equity required returns that, when applied to management projections, produced values consistent with the market multiple method above.

  • Determining new equity allocations following the combination of five related companies in the automotive finance industry. In so doing, we calculated ratios to account for debt for equity swaps and the redemption of existing outside investors.

  • Establishing exchange ratios for the various classes of shares in two about to merge, related companies in the asset management industry.

  • Valuing the closely held shares of a $1 billion-plus service company in connection with the renewal or renegotiation of, or foreclosure on various notes.

Molly Greg