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
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