Services

Corporate Finance

• ESBA offers a complete range of financial advisory services. For those involving a transaction, ESBA works with clients from the early stages of planning through the Closing. The focus is on maximizing purchase price within the desired time frame, including:
• Valuation of the enterprise and company
• Sale of an operating entity
• Refinancing or other recapitalization of a company


• Sale advisory services include:
• Confirm that reasonably achievable value is in line with Client’s needs and expectations
• Representing clients in the sale of private or publicly held companies (healthy or unhealthy)
• Assisting organizations in corporate divestiture programs
• ESBA also advises buyers of businesses, typically through a systematic search process for company’s meeting specified criteria

• Refinancing and recapitalization services include:
• Developing structuring alternatives for the recapitalization of a business, perhaps through a management or other leveraged buyout transaction
• Arranging for the debt, mezzanine and/or equity financing required for the recapitalization
• Seeking replacement financing in situations involving “lender fatigue” or in which the borrower no longer meets the lender’s criteria

Click here for ESBA’s tombstones of recent transactions and a more comprehensive listing of our closed transactions.

Sale or Financing Process – Typical Phases

In our experience, a client seeking to sell, recapitalize or refinance a business as part of its restructuring program commits itself to a significant process. ESBA’s corporate finance professionals assist such clients throughout each of the following phases.

• Assess the company’s operating and financial performance, its market position, the industry in general, and the potential buyer universe, all of which bear on the realizable business value;
• Prepare all required financial and marketing documentation; investment/financing memorandum presents basic company information and emphasizes the value drivers of the business;
• Identify an appropriate number of acquirers and/or financing sources. The acquirers may be both strategic and financial, and should each have a clear basis for interest;
• Market the “investment story” to these parties through ESBA’s extensive contact network, domestic and international, to reach the marketplace on a confidential basis. In a Section 363 bankruptcy sale, the goal is to arrange a stalking horse and lay the foundation for a spirited follow-on auction;
• Structure and package the transaction, which involves exploring all reasonable approaches, and considering financial, economic and tax issues;
• Assume a strong advocacy role throughout the engagement in order to maximize the financial benefit realized by the Client;
• Consult regularly with the Client through the critical phases of proposal evaluation and response; and
• Ensure the coordination and accomplishment of all necessary actions required to consummate and document the transaction.

Valuation-Based Services

ESBA provides valuation services, reports and opinions, and expert testimony to clients having a wide variety of needs. Our valuation assignments are typically of the following types:

• Solvency opinions for clients matters involving companies that are either in bankruptcy or may be “in the zone” of bankruptcy;
• Fairness opinions for “going private” transactions involving public companies, or other M & A transactions; and
• Straight valuations for various shareholder needs or in support of a litigation proceeding.

Our clients for our valuation services have represented a wide range of parties, including the following:

• Public and private companies, including debtors
• Official committees of unsecured creditors
• Liquidating trusts
• Lending institutions
• Boards of directors
• Special committees of boards
• Substantial shareholders of private companies
• Legal and other advisors
• Private equity firms

Bankruptcy Court Context

• Hayes Lemmerz (public company; metal fabricated parts); Delaware Bankruptcy Court, 2009. Solvency analysis on behalf of a significant unsecured creditor.
• Fansteel, Inc. (public company; precision fabricated metal products for the automobile and other industry sectors); Delaware Bankruptcy Court, 2002-2004
• Multiple valuations of nine separate subsidiaries and divisions pursuant to selective spin-offs of individual operating entities to creditors
• Derivation of “Reorganization Value” pursuant to the confirmation of the POR
• FDR Acquisition Co. (wholly-owned restaurant subsidiary of Denny’s Corp.); Delaware Bankruptcy Court, 2001-2002.
• Multiple valuations of Carrows restaurant chain pursuant to Section 363 asset sale
• Multiple valuations of Coco’s restaurant chain pursuant to Section 363 asset sale
• Alexus Corp. (HR software developer); Maryland Bankruptcy Court, 2004. Valuation pursuant to Section 363 asset sale
• Global Technovations Corp. (producer of automotive testing products); Michigan Bankruptcy Court, 2003. Valuation pursuant to confirmation of POR.
• American Classic Voyages Company vs. Atlantic Marine, Inc.; Delaware Bankruptcy Court, 2005. Solvency analysis in connection with a preference action involving a supplier of vessels to a water transportation company.
• Axistel Communications, Inc. (e.Volve Technology subsidiary; international provider of telecommunications networking services); Delaware Bankruptcy Court, 2002. Valuations pursuant to Section 363 asset sale.
• Bank of New England (large regional bank with numerous subsidiaries); Delaware Bankruptcy Court, 1991. Separate valuations of non-lending subsidiaries pursuant to a Section 363 sale of assets, including:
• BNE Trust Advisory
• Constitution Capital Management
• BNE Securities Corp.
• Polly Peck plc (producer, importer, exporter, and distributor of produce products, including those sold under the Del Monte brand); “In Administration” in Court of London, England, 1991-1992. Separate valuations of wholly-owned subsidiaries pursuant to a Section 363 sale of assets, including:
• Standard Fruit and Vegetable, Inc.
• Mendelson-Zeller Corp.
• Prevor Marketing International, Inc.
• Goldman Industrial, Inc. (producer of machine tool products, including Bridgeport Machine Tool Corp.); Delaware Bankruptcy Court, 2001-2002
• Solvency opinion for the Creditors’ Committee in connection with a possible fraudulent conveyance action
• Valuation of the domestic operations
• Valuation of the foreign operations
• C2 Media, Inc. (large format digital printing); Delaware Bankruptcy Court, 2002-2004.
• Valuation of Canadian operating subsidiary pursuant to a Section 363 sale
• Valuation of entire company pursuant to the confirmation of a POR
• AB Dick Corp. (printing equipment): Delaware Bankruptcy Court, 2004-2005. As Financial Advisor to the Committee of Unsecured Creditors, provided valuation analyses pursuant to a Section 363 sale of assets.

Non-Bankruptcy Court Valuations

• DVL, Inc. (public company; consumer finance operations and assets). Fairness Opinion pursuant to a “going private” transaction, 2010.
• Fansteel, Inc. (public company; precision fabricated metal products for the automobile and other industry sectors), 2004-2008
• Fairness Opinion pursuant to a possible “going private” transaction, 2006
• Solvency Opinion, 2007
• Honey Creek Kiwi LLC (low-income housing), 2006: Northern District of Texas:
• Provided valuation services
• United States of America v. Skelly, 2005. Valuation of the following four publicly-traded companies:
• American Healthchoice
• Brake Headquarters
• Jenna Lane
• Multimedia Games
• C2 Media, Inc. (large format digital printing); post-confirmation valuation of entire company pursuant to executive compensation planning.
• Communications Company (multi-division commercial printing company). Valuation in connection with a debt refinancing, including a debt for equity exchange, 2001-2002.
• Communications Company(communications systems and project management); valuation in connection with bank settlement negotiations, 2003.