Services

Corporate Financial Services

ESBA offers a complete range of corporate finance services. For those involving a transaction, ESBA works with clients from the early stages of planning through Closing. The focus is on maximizing purchase price or other recovery within a given time frame.

• Sale of an operating entity
• Refinancing or other recapitalization of a company
  
• Identification and evaluation of the practical Corporate Finance restructuring alternatives
  
• Valuation of the enterprise and company

Sale advisory services include:

• Confirm that value is in line with Client’s needs and expectations
  
• Representing clients in the sale of private or publicly held companies
  
• Assisting organizations in corporate divestiture programs
  

Refinancing and recapitalization services include:

• Seeking replacement financing in situations involving “lender fatigue” or in which the borrower no longer meets the lender’s criteria
  
• 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

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 financing sources and/or acquirers. The acquirers may be both strategic and financial, and should each have a clear basic 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
  
• 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
  
• Ensure the coordination and accomplishment of all necessary actions required to consummate and document the transaction
  

During the course of addressing the Corporate Finance needs of its clients, ESBA frequently provides Valuation Services. The Firm’s professionals have extensive experience conducting valuations for a range of client needs, including:

• Sale or re-capitalization of a business
• Redemption of the interest of a shareholder(s)
• Fairness of solverncy opinions
• Bank lending evaluations
• Partnership agreements
• General estate planning

Valuation work can range from an informal, verbal opinion to a formal, written valuation documenting the usage of all well-recognized analytical approaches. We are also experienced expert witnesses in the court deposition environment. Further, the diverse backgrounds of our professionals have provided us with experience across a wide range of businesses and industry sectors.

Simply stated, the purpose of most corporate valuations is to determine the fair market value (FMV) of a business. Underlying most valuation assignments is the use of the two widely accepted approaches to assessing FMV:

• “Intrinsic” value—This approach values the current worth of the business by discounting its future cash flows to the present at a discount rate appropriate for the particular business.
  
• “Market” value—The market approach compares the company to guideline firms in similar lines of business whose stocks are publicly traded or that were part of a transaction.

The following are recent examples of valuations conducted by ESBA, together with the circumstances of the client involved:

• Restaurant chain in Chapter 11—This client owned a significant retail operation, and had available to it a number of potential restructuring alternatives. ESBA’s valuation team identified and assessed the value to the estate of each alternative.
  
• Advertising services company—This high-quality commercial printing company, also in Chapter 11 as a result of excessive roll-up acquisition debt and the softening economy, wanted to sell a major division to its management team. The valuation of this business was challenging due to its dependency on the same management team.
  
• Air express courier—Following the September 11 disaster, this business encountered operating problems. The owners decided to sell their “or a” major division to retire bank debt. The divestiture planning phase required a valuation, which considered the challenging economy and the beleaguered financial structure of many prospective acquirers.
  
• Steel products company – This publicly – traded client (in bankruptcy) was a holding company for eight separate businesses. Pursuant to its Plan of Reorganization, the Parent spun out three of these units to the Creditors. ESBA derived the Reorganization Values supporting this Plan.