Representative Engagements

Exit Strategy Formulation and Implementation

The valuation of three separate entities for the consolidation/roll-up into a parent company structure to establish equitable stock exchange rates among the respective owners and the design of a convertible preferred instrument for the formation of a leveraged Employee Stock Ownership Plan (ESOP).

The initial valuation of stock/ownership interest options in a developmental stage high-technology concern.

The valuation of unsecured promissory notes held by a Cayman Island trading company for a debt-equity swap transaction.

The recapitalization of a large industrial products distribution concern through the design, creation and issuance of non-voting common stock that was subsequently transferred to a Family Limited Partnership (FLP) to facilitate follow-on estate planning activities.

The credit sale of minority voting common stock to trust entities to assure that the ownership of the equity instruments did not fall into dissident shareholder control.

The valuation of a closely held Internet concern’s voting common stock for a charitable gift transaction.

The issuance of a "fairness from a financial point of view opinion" in connection with the sale of a community bank to a publicly-traded regional bank holding company.

Preparation of offering documents, identification of potential qualified buyers, representation of selling shareholder, negotiation and consummation of a sales transaction involving an oilfield service/casing company with patented technology.

Financial advisors to a special committee of the Board of Directors to establish initial valuation, assist in the negotiation of transaction pricing, and structure, and prepare a fairness opinion for the shareholder proxy statements.

Purchase price allocation involving the sale of a co-generation (steam and electricity) facility, its captive natural gas pipeline and gas supply contracts to a publicly traded company by a major publicly traded brewery for both IRS and SEC filing activities.

Valuation of Coca-Cola Franchise Rights in connection with a regional consolidation by a major, closely-held Coca-Cola bottling concern for a purchase price allocation filing with the IRS.

Valuation of customer list/route sales contracts for a publicly traded uniform/ linen rental company for a purchase price allocation filing with the IRS and SEC.

Development of an SFAS 142 goodwill impairment study for a mid-sized community bank.

Other assignments have included the valuation of trademarks/service marks, patents (medical technology, environmental equipment, animal vaccines, customer lists, newspaper/magazine, morgues, broadcast licenses (radio and television), supply agreements/take or pay contracts, non-compete agreements, franchise/distributorship rights (Coca-Cola, Budweiser, Miller), core deposits and mortgage servicing rights for purchase price allocation filings with the IRS and SEC.

High profile estate/gift tax litigation involving the assessment of several hundred million dollars.

The valuation of eight patents to settle a protracted controversy with the Internal Revenue Service.

Preparation of a "fairness from a financial point of view/reasonableness opinion" regarding the terms, pricing and conditions of a high-yield subordinated debt instrument in an ERISA/ESOP litigation setting.

The determination of "fair-value" as the Court’s master of chancellery in a dissenting shareholder action precipitated by a company’s conversion from a ‘C’ to ‘S’ Corporation structure for tax purposes.

The preparation of a "fairness from a financial point-of-view opinion" for a fourth round venture capital funding transaction for a semiconductor design and testing concern.

The design of four ‘new’ classes of preferred stock for the exchange of three ‘old’ preferred instruments to preserve a net operating loss carry forward for a large furniture manufacturing company during a new equity capital infusion.

Valuation of minority voting common stock in a $15.0 million private placement transaction for a mid-sized community bank.

 

Valuation of Securities & Exchange Commission Rule 144 restricted securities for a technology transfer/licensing transaction with a NYSE traded company for income tax filing purposes.

Valuation of the restricted securities issued by a Norwegian oil service/technology company to the selling shareholders of a U.S. concern for income tax filing purposes.

Valuation of the Partnership Interests in a large co-generation plant received by the project developers/sponsors for income tax filing purposes.

Preparation of an international tender offering to privatize the National Cement Company of Paraguay that involved the valuation of limestone reserves, mining equipment, clinker facility and Portland cement plant.

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