SRR Overview
- 1. Financial Advisory Services Solutions...Resources...Results
- 2. Investment Valuation & Dispute Advisory Banking Financial Opinions & Forensic Services
- 3. Investment Banking SRR’s Investment Banking Group specializes in providing mergers and acquisitions (“M&A”) advice, private capital raising services and other financial advisory services to family owned businesses, portfolio companies of private equity firms and divisions of large corporate parents. We understand the challenges involved in middle market transactions and are sensitive to the special considerations involved in these engagements. SRR provides exceptional advisory services in the following areas: Mergers & Acquisitions Distressed Transaction Advisory SRR has extensive experience in advising family- We assist companies facing serious financial owned businesses, portfolio companies of private challenges. We are regularly involved in situations both equity firms and divisions of large corporate parents with inside and outside of bankruptcy, including sales regard to the sale/divestiture of middle market through plans of reorganization and divestitures companies. We also advise clients relative to their pursuant to the Bankruptcy Code. Areas of focus growth strategies and assist with the evaluation and include the following: execution of targeted acquisition transactions. ■■ Evaluation of strategic and Private Market Financings financial alternatives ■■ Capital sourcing We assist clients in arranging the financing they ■■ Out-of-court restructurings require to pursue growth opportunities, consummate ■■ §363 sales acquisitions or to address shareholder liquidity ■■ Debtor, creditor, equity and special objectives and recapitalizations. We assist in arranging interest representations financing for the following types of situations: ■■ Transaction financing Broker-dealer services provided through Stout Risius Ross ■■ Shareholder recapitalizations Advisors, LLC, member FINRA. All other services provided through ■■ Growth financing Stout Risius Ross, Inc. www.srr.com
- 4. Strategic Advisory We help business owners evaluate growth opportunities, the competitive landscape of their industry, long-term financing strategies, succession considerations and a variety of other matters that may have an impact on the business owner’s ability to maximize long-term value. Our strategic and financial assessments are customized to every situation; however, they typically include a combination of the following: ■■ Valuation ■■ Growth strategies ■■ Competitive landscape evaluation ■■ Capital structure optimization ■■ Debt and equity alternatives ■■ Liquidity alternatives ■■ Succession planning ■■ Transaction preparation ■■ Transaction timing Our professionals have executed M&A and capital raising assignments representing over $20 billion in transaction value. Investment Banking
- 5. Valuation & Financial Opinions SRR’s Valuation & Financial Opinions Group has been one of the fastest growing valuation services groups in the country over the last two decades. Our independent advice withstands scrutiny from shareholders, bondholders, the SEC, IRS, or counterparties to a transaction. We have advised Corporate Boards, special transaction committees, independent trustees, management and other fiduciaries of both Fortune 500 and middle market public and private companies. We offer a full range of valuation services, including: Business Intangible Real Estate Valuation Asset and Machinery Valuation & Equipment Appraisal Broker-dealer services provided through Stout Risius Ross Advisors, LLC, member FINRA. All other services provided through Stout Risius Ross, Inc. www.srr.com
- 6. SRR has been one of the fastest growing valuation services groups in the country over the last two decades. Valuation & Financial Opinions
- 7. SRR provides valuation services in the following areas: Transaction Support and Financial Opinions ■■ Fairness opinions ■■ Solvency and capital adequacy opinions ■■ Pre-acquisition and divestiture valuation assessments ■■ Joint venture contribution analyses ■■ Going-private transactions Corporate Development Support Services ■■ Bankruptcy proceedings ■■ Target company valuations ■■ Merger exchange ratio determinations ■■ Industry research ■■ Sale-leaseback valuations ■■ Market multiple analyses ■■ Tangible asset valuations for collateral financing ■■ Internal rate of return and cost of capital analyses ■■ Related party transactions ■■ Pre-emptive purchase price allocations (SFAS 141R / EPS impact) Valuations for Financial Reporting ■■ Accretion / dilution models ■■ Synergy assessment ■■ Purchase price allocations (SFAS 141R, IFRS 3, IAS 38) ■■ Board materials and related reports ■■ Goodwill impairment testing ■■ Tangible asset valuations (SFAS 142, IAS 36, IAS 38) ■■ Long-lived asset impairment (SFAS 144, IAS 36) ■■ Fair Value measurements (SFAS 157) ESOP & ERISA Advisory Services ■■ Employee stock options and restricted stock Pre-ESOP Planning (SFAS 123R, IFRS 2) ■■ Assessment of alternative strategies ■■ Fresh start accounting (SOP 90-7) ■■ ESOP feasibility study ■■ Fair value of financial investments (SFAS 107, IAS 32) ■■ Preliminary valuation ■■ Private equity portfolio valuations ESOP Formation Valuations for Corporate Tax Planning ■■ Transaction structuring and negotiating ■■ Worthless stock elections (IRC 165) ■■ Capital raising ■■ Bad debt deductions (IRC 166) ■■ Initial valuation ■■ Inter-company transfer pricing ■■ Fairness and solvency opinions (IRC 482 and IRC 6662) ■■ Apportionment of interest expense ERISA Compliance (IRC 861 and IRC 864) ■■ Annual valuations ■■ Deferred compensation (IRC 409A) ■■ Follow-on transactions ■■ Property tax appeal ■■ ESOP loan restructuring ■■ Cost segregation studies (IRC 1245 and IRC 1250) ■■ Trustee advisory ■■ Tangible asset and intellectual property charitable ■■ Litigation support and expert testimony contributions (IRC 170) ■■ Net operating loss / Foreign tax credits Exit (IRC 382 and IRC 384 / IRC 901-907 and IRC 960) ■■ Merger and acquisition advisory ■■ Transfer of foreign stock (IRC 367) ■■ Recapitalizations ■■ Divestiture allocations / Legal entity allocations ■■ ESOP termination ■■ Cancellation of debt (IRC 108) ■■ Fairness opinions Broker-dealer services provided through Stout Risius Ross Advisors, LLC, member FINRA. All other services provided through Stout Risius Ross, Inc. www.srr.com
- 8. Succession and Shareholder Planning ■■ Business valuations ■■ Discount studies (FLP / LLC) ■■ Expert testimony ■■ Real estate appraisals ■■ Fractional interest valuations ■■ Restricted stock and blockage discount opinions ■■ Preferred interest valuations ■■ Carried interest valuations ■■ Buy-sell agreement consulting ■■ Phantom stock plans ■■ C to S conversions ■■ Stock redemptions / buybacks Asset Appraisal Services for Financing ■■ Mortgage underwriting ■■ Sale-leaseback transactions ■■ Real Estate Owned (REO) and foreclosure valuations Other Real Estate and Machinery & Equipment Valuation and Advisory Services ■■ Market and/or feasibility studies ■■ Valuation for insurance placement purposes ■■ Lifing studies ■■ Obsolescence studies ■■ Fixed asset verification studies Our valuation ■■ Cost segregation studies Expert Valuation Opinions conclusions ■■ Shareholder disputes withstand ■■ ■■ Minority shareholder oppression actions Family law matters scrutiny. ■■ ■■ Bankruptcy proceedings Intellectual property valuations ■■ Condemnation, zoning, and land use disputes ■■ Property tax disputes ■■ IRS disputes and tax litigation ■■ Other valuation issues / disputes Valuation & Financial Opinions
- 9. Dispute Advisory & Forensic Services Parties to disputes and their counsel require consultants and advisors who can demonstrate a breadth and depth of experience, specialized industry knowledge, efficient case management skills and responsive client service. At SRR we understand, embrace and consistently demonstrate these demands to our clients. We are able to assist our clients from the onset of a matter through formal resolution. Pre-litigation Consulting Analysis and Assessment From the gathering of evidence to support or refute a From economic damage analysis to forensic accounting claim to the assessment of facts and strategic options, to valuation services, our experts are adept at evaluating SRR’s experience, technical competency and creativity all available evidence to present an assessment of are assets to our clients as they strive to evaluate damages based on a solid foundation of financial theory, options and make decisions regarding an appropriate economic theory, technical competence and independent course of action. review of the facts of a matter. Discovery Assistance Opinions and Consultations From ensuring the request and receipt of relevant SRR’s experts are industry specialists with experience information to ensuring compliance with the requirements in the court room and alternative dispute resolution of a subpoena, document request or other inquiry, our forums. Our professionals are retained to provide professionals work with clients and their counsel to expert reports and testimony in a variety of venues. manage and streamline the discovery process. Broker-dealer services provided through Stout Risius Ross Advisors, LLC, member FINRA. All other services provided through Stout Risius Ross, Inc. www.srr.com
- 10. SRR offers dispute advisory and forensic services in the following areas: ■■ Antitrust disputes ■■ Bankruptcy & reorganization disputes ■■ Commercial & business disputes Our cross-disciplined ■■ Construction disputes ■■ Family law valuation & consulting approach and ■■ Fraud & forensic services ■■ Health care disputes experience enable us ■■ Intellectual property litigation & licensing ■■ Labor & economic disputes to provide creative ■■ Securities actions ■■ Shareholder disputes and effective ■■ Transaction disputes solutions. Our professionals provide expert analyses in the following areas: Financial and Economic Damage Analyses Our professionals possess a strong technical background and substantial experience in quantifying damages including dimunition of value, lost profits, reasonable royalty, unjust enrichment, disgorgement, recission and out-of-pocket expenses. Our distinct ability to assist counsel in investigating and establishing causal links between events and damages through a review of industry and other external forces, statistical analysis and other analytical techniques sets our team apart. We have specialized expertise in providing services to a variety of industry participants including, but not limited to, high-technology companies and international corporations. Valuation Analyses SRR provides comprehensive valuation services, including not only the various capital components of a business enterprise, but also the business’ underlying assets, both tangible and intangible. Forensic Analyses SRR brings a full complement of technical expertise, industry competence, real world experience and professional standards of conduct to every client engagement involving demand for investigative services and forensic accounting expertise. Our team offers a full range of services including: ■■ Internal investigations ■■ Computer forensics ■■ Forensic accounting Dispute Advisory & Forensic Services
- 12. SRR has served clients across a wide range of industries with locations around the globe. Our professionals continue to deliver sophisticated solutions for a diverse client base, which includes, but is not limited to, the following: Corporate Clients Actuant Corporation Delphi Corporation Affinia Group Deltek, Inc. Alaven Pharmaceutical LLC Detroit Entertainment, L.L.C. Aleris International, Inc. Diebold, Incorporated Alion Science and Technology Corporation Discount Drug Mart, Inc. American Axle & Manufacturing, Inc. Domino's Pizza LLC ANSYS, Inc. Dorsey Schools Arcadia Resources, Inc. DTE Energy Company Arcelor DURA Automotive Systems Archer Daniels Midland Company Empire Home Services, LLC ArvinMeritor, Inc. Engineering and Software System Solutions, Inc. Aspen Marketing Services Esmark Autoliv ASP Inc. Federal-Mogul Corporation Axle Tech International Flint Group Baird & Warner Focus Products Group, LLC Blackboard Inc. Ford Motor Company Blue Heron Paper Company Forsythe Solutions Group Inc. BlueCross BlueShield Association Fosbel Inc. Borden, Inc. Freudenberg-NOK BorgWarner, Inc. Gallo Displays, Inc. Bruegger's Enterprises, Inc. General Motors Corporation Buehler Food Markets, Incorporated Gordon Food Service Calgon Carbon Corporation Great Lakes Gas Transmission Company Campbell Grinder Company Greenheck Fan Corporation Carhartt, Inc. Guardian Industries Corp. Celadon Group, Inc. Harbor Industries, Inc. Chrysler LLC Hayes Lemmerz International, Inc. Citigroup Inc. Heartland Dental Care, Inc. CMS Energy Company Heartland Food Corp. Compuware Corporation Herman Miller, Inc. CSK Auto, Inc. Hyland Software, Inc. CVS Caremark Corporation Dawn Food Products, Inc. Broker-dealer services provided through Stout Risius Ross Dean Foods Company Advisors, LLC, member FINRA. All other services provided through Stout Risius Ross, Inc. www.srr.com
- 13. Inalfa Roof Systems RadioFirst plc Intermet Corporation Retail Ventures, Inc. International Hardcoat Inc. Richland Gordon & Company IPC International Corporation Rite Aid Corporation IPEC Holdings Inc. Robert Bosch LLC John Hancock Financial Services, Inc. RPM International Inc. Kaydon Corporation Safe Auto Insurance Company Kirkwood Industries, Inc. Serra Automotive Group Kmart Corporation Siemens AG Las Vegas Sun Smiths Aerospace Limited Lear Corporation Spartan Motors, Inc. Learning Care Group, Inc. Spartan Stores Inc. Leica Geosystems, Inc. Spirit Airlines, Inc. Linamar Corporation Inc. SRA International Inc. Lumitex, Inc. State Farm Mutual Automobile Insurance Company Martin Marietta Materials Inc. Steelcase Inc. Masco Corporation Stoneridge, Inc. McCarthy Holdings, Inc. Symbol Technologies Meridian Automotive Systems, Inc. Tele Atlas Metaldyne The Clorox Company Midland Cogeneration Venture Limited Partnership The Detroit Lions, Inc. MindLeaders.com, Inc. The Dow Chemical Company MotorCity Casino The J.M. Smucker Company Motorola The Oilgear Company MPW Industrial Services The Taubman Company LLC MTD Holdings Inc. ThyssenKrupp Budd Company Neeneh Enterprises Inc. TI Automotive Nestlé S.A. Tippmann Sports LLC Neustar, Inc. TransDigm Group Incorporated Newmar Corporation TRW Automotive Inc. Noble International, Ltd. UC Investors, Inc. Ohio Cat UGL Equis Palace Sports & Entertainment United Rentals, Inc. Peerless Steel Company Valassis Communications, Inc. Penske System, Inc. Valeo Management Services Penton Media, Inc. Visteon Corporation Perrigo Co. Walbro Engine Management Phoenix International Holdings, Inc. Waxman Industries, Inc. Pioneer Surgical Technology White Castle System, Inc. Polar Corporation Woodward Communications Incorporated Pomeroy IT Solutions Porsche Enterprises Inc. Preferred Homecare ProQuest Company
- 14. Equity Funds Financial Institutions AGS Capital LLC AEGON USA Realty Advisors, Inc. American Capital Strategies, Ltd. Archon Group, L.P. Birch Hill Equity Partners Bank of America, N.A. Blue Point Capital Partners Capmark Finance Inc. Carlyle Group Carillon Advisors, LLC Charterhouse Group, Inc. CIBC Endeavor Capital Management Citizens Bank FdG Associates LLC Column Financial, Inc. Frontenac Company Comerica Incorporated Golden Gate Capital Credit Suisse Group Hispania Capital Partners Deutsche Bank AG Kirtland Capital Partners Fifth Third Bank KPS Capital Partners, LP General Electric Company LaSalle Capital, LLC Goldman Sachs Mortgage Capital, L.P. Long Point Capital Harris Bank N.A Madison Capital Partners Huntington National Bank Madison Dearborn Partners, LLC JPMorgan Chase & Co. Mason Wells, Inc. KeyCorp McCarthy Group, LLC Mercantile Bank MCG Capital Corporation Metropolitan Life Insurance Company Merit Capital Partners Midland National Life Insurance Company Monomoy Capital Northern Trust Pangea Holdings Limited Monroe Capital LLC Platinum Equity, LLC Morgan Stanley & Co., Incorporated Prairie Capital National Bank of Canada Questor Management Company, LLC New York Life Investment Management LLC Ritchie Capital Management, L.L.C. Pacific Life Insurance Company Stonington Partners, Inc. Prudential Financial, Inc. Sun Capital Partners, Inc. Republic Bancorp, Inc. Svoboda, Collins L.L.C. Spirit Finance Corporation Thayer Capital Partners TCF Bank The Halifax Group The Bank of New York Mellon Wind Point Partners The PNC Financial Services Group Wynnchurch Capital Tyco International, Ltd. UBS AG Wells Fargo Bank W.P. Carey & Co. LLC Broker-dealer services provided through Stout Risius Ross Advisors, LLC, member FINRA. All other services provided through Stout Risius Ross, Inc. www.srr.com
- 15. Law Firms Arnstein & Lehr LLP McDonald Hopkins LLC Baker and Hostetler LLP Miller, Canfield, Paddock and Stone, P.L.C. Baker & McKenzie LLP Miller, Johnson, Snell & Cummiskey, P.L.C. Baker Botts L.L.P. Morgan, Lewis & Bockius LLP Barnes & Thornburg LLP Morrison & Foerster LLP Benesch, Friedlander, Coplan & Aronoff LLP Neal, Gerber & Eisenberg LLP Bodman LLP Pepper Hamilton LLP Buchanan Ingersol & Rooney PC Pillsbury Winthrop Shaw Pittman LLP Butzel Long Plunkett & Cooney, P.C. Calfee, Halter & Griswold LLP Porter Wright Morris & Arthur LLP Chapman and Cutler LLP Quarles & Brady LLP Clark Hill PLC Reed Smith LLP Covington & Burling LLP Reminger Co., L.P.A. Dickinson Wright PLLC Roetzel & Andress Dinsmore & Shohl LLP Schiff Hardin LLP DLA Piper LLP (US) Schiller DuCanto and Fleck LLP Duane Morris LLP Schopf & Weiss LLP Dykema Gossett PLLC Sidley Austin LLP Foley & Lardner LLP Sonnenschein Nath & Rosenthal LLP Freeborn & Peters LLP Squire, Sanders & Dempsey L.L.P. Frost Brown Todd LLC Sughrue Mion PLLC Fulbright & Jaworski L.L.P. Taft Stettinius & Hollister LLP Greenberg Traurig, LLP Thompson Hine LLP Groom Law Group, Chartered Ulmer & Berne LLP Hahn Loeser + Parks LLP Ungaretti & Harris LLP Hinshaw & Culbertson LLP Varnum, Riddering, Schmidt & Howlett LLP Hogan & Hartson LLP Vedder Price P.C. Holland & Knight LLP Venable LLP Honigman Miller Schwartz and Cohn LLP Vorys, Sater, Seymour and Pease LLP Jaffe Raitt Heuer & Weiss, P.C. Warner Norcross & Judd LLP Jenner & Block LLP Williams & Connolly LLP Jones Day Winston & Strawn LLP K&L Gates LLP Katten Muchin Rosenman LLP Kirkland & Ellis LLP Kitch Drutchas Wagner Valitutti & Sherbrook Latham & Watkins LLP Locke Lord Bissell & Liddell LLP Mayer Brown LLP McCarthy Tétrault LLP McDermott Will & Emery
- 17. Recent Experience Circuit Service, Inc. and its subsidiary Changzhou CSI, Ltd. have been acquired by Financial Institution T E C H N O L O G I E S Transaction Dispute Consulting Valuation Services for Sell-side Advisor Subprime Mortgages Financial Reporting Senior revolving facility due 2012, Real estate term note due 2012, and Equipment term note due 2012 Financing provided by Wells Fargo Business Credit Valuation Services for Valuation Services for Financial Reporting Transaction Advisory Private Financing has purchased an equity interest in Industrial Supplier as part of a recapitalization. Fairness Opinion & Fairness Opinion Solvency Opinion Shareholder Dispute Acme Industries, Inc. has undergone a shareholder recapitalization with Senior Subordinated Notes from Valuation Services for Valuation Services for Loan Underwriting Shareholder Recapitalization Financial Reporting Broker-dealer services provided through Stout Risius Ross Advisors, LLC, member FINRA. All other services provided through Stout Risius Ross, Inc. www.srr.com
- 18. ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ Va ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ Dispute Advisory & Forensic S ■■ Valuation & Financial Opinions ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ D has been acquired by Mortgage Bank Internal Investigation Valuation Services for Mortgage Fraud Fairness Opinion Financial Reporting has acquired Morgan’s Welding, Inc. Global Automotive Supplier has completed a redemption Fairness Opinion Buy-side Advisor Adequate Assurance Analysis Spectrum Plastics Molding Resources, Inc., a subsidiary of Barnes Group Inc., has been QUALITY PRODUCTS FOR INDUSTRIAL ENGINES AND CRITICAL ROTATING MACHINERY WORLDWIDE acquired by Midwest Plastic Components, Inc., a portfolio company of Spell Capital Partners, LLC Distributor/Marketer of Exercise Equipment Sell-side Advisor Patent Infringement Damages Fairness Opinion has acquired Valuation Services for Valuation Services for Valuation Services for Financial Reporting Loan Underwriting Financial Reporting
- 19. aluation & Financial Opinions ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ ervices ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ Dispute Advisory & Forensic Services ■■ Has spun off its wholly-owned subsidiary, a portfolio company of Mastech Holding Corporation, into a separate publicly traded company. CHARTERHOUSE GROUP Private Equity Investing Since 1973 has been acquired in a management buyout Valuation Services for Tax Reporting Solvency Opinion Sell-side Advisor has been acquired by General Contractor Preferential Sell-side Advisor Distribution Analysis Solvency Opinion acquired Hannibal Industries, Inc. Employee Stock Ownership Plan and Trust General Contractor has purchased a controlling interest in Hannibal Industries, Inc. Valuation Services for Fairness Opinion Financial Reporting Cost Overrun Claim Northern Trust has been acquired by Regional Hospital a portfolio company of Catalina Capital Advisors, LLC Valuation Services for Medicaid Audit Loan Underwriting Dispute Consulting Sell-side Advisor Broker-dealer services provided through Stout Risius Ross Advisors, LLC, member FINRA. All other services provided through Stout Risius Ross, Inc. www.srr.com
- 20. ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ ■■ Valuation & Financial Opinions ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ ■■ Dispute Advisory & Forensic Services ■■ Investment Banking ■■ Valuation & Financial Opinions ■■ Dispute Advisory & Forensic Services ■■ has completed a subordinated debt restructuring Fairness Opinion & Valuation Services for Solvency Opinion Financial Reporting Fairness Opinion Regional Hospital System Valuation Services for Valuation Services for Wage and Hour Dispute Financial Reporting Financial Reporting Senior revolving credit commitment and senior term loan due 2010 provided by Kifco, Inc., a portfolio company of Prairie Associated Commercial Finance Capital, has been acquired by its executive and management team and Owl Creek Partners, LLC Subordinated debt provided by Fidus Mezzanine Capital, L.P. Fairness Opinion & Sell-side Advisor Solvency Opinion Private Financing has been acquired by Global Automotive Supplier Valuation Services for Financial Reporting Antitrust Analysis Fairness Opinion