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SRR Overview


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Overview of SRR

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SRR Overview

  1. 1. Financial Advisory Services Solutions...Resources...Results
  2. 2. Investment Valuation & Dispute AdvisoryBanking Financial Opinions & Forensic Services
  3. 3. Investment BankingSRR’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, portfoliocompanies of private equity firms and divisions of large corporate parents. We understand the challengesinvolved in middle market transactions and are sensitive to the special considerations involved in theseengagements. SRR provides exceptional advisory services in the following areas:Mergers & Acquisitions Distressed Transaction AdvisorySRR has extensive experience in advising family- We assist companies facing serious financialowned businesses, portfolio companies of private challenges. We are regularly involved in situations bothequity firms and divisions of large corporate parents with inside and outside of bankruptcy, including salesregard to the sale/divestiture of middle market through plans of reorganization and divestiturescompanies. We also advise clients relative to their pursuant to the Bankruptcy Code. Areas of focusgrowth strategies and assist with the evaluation and include the following:execution of targeted acquisition transactions. ■■ Evaluation of strategic andPrivate Market Financings financial alternatives ■■ Capital sourcingWe assist clients in arranging the financing they ■■ Out-of-court restructuringsrequire to pursue growth opportunities, consummate ■■ §363 salesacquisitions or to address shareholder liquidity ■■ Debtor, creditor, equity and specialobjectives and recapitalizations. We assist in arranging interest representationsfinancing 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.
  4. 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 timingOur professionalshave executed M&Aand capital raisingassignments representingover $20 billionin transaction value.Investment Banking
  5. 5. Valuation & Financial OpinionsSRR’s Valuation & Financial Opinions Group has been one of the fastest growing valuation services groupsin 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 Fortune500 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.
  6. 6. SRR has been one ofthe fastest growingvaluation services groupsin the country over thelast two decades.Valuation & Financial Opinions
  7. 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 FormationValuations 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.
  8. 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 studiesOur valuation ■■ Cost segregation studies Expert Valuation Opinionsconclusions ■■ Shareholder disputeswithstand ■■ ■■ Minority shareholder oppression actions Family law mattersscrutiny. ■■ ■■ Bankruptcy proceedings Intellectual property valuations ■■ Condemnation, zoning, and land use disputes ■■ Property tax disputes ■■ IRS disputes and tax litigation ■■ Other valuation issues / disputesValuation & Financial Opinions
  9. 9. Dispute Advisory& Forensic ServicesParties to disputes and their counsel require consultants and advisors who can demonstrate a breadthand depth of experience, specialized industry knowledge, efficient case management skills and responsiveclient service. At SRR we understand, embrace and consistently demonstrate these demands to ourclients. We are able to assist our clients from the onset of a matter through formal resolution.Pre-litigation Consulting Analysis and AssessmentFrom the gathering of evidence to support or refute a From economic damage analysis to forensic accountingclaim to the assessment of facts and strategic options, to valuation services, our experts are adept at evaluatingSRR’s experience, technical competency and creativity all available evidence to present an assessment ofare 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 independentcourse of action. review of the facts of a matter.Discovery Assistance Opinions and ConsultationsFrom ensuring the request and receipt of relevant SRR’s experts are industry specialists with experienceinformation to ensuring compliance with the requirements in the court room and alternative dispute resolutionof a subpoena, document request or other inquiry, our forums. Our professionals are retained to provideprofessionals 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.
  10. 10. SRR offers dispute advisory and forensic services in the following areas: ■■ Antitrust disputes ■■ Bankruptcy & reorganization disputes ■■ Commercial & business disputesOur cross-disciplined ■■ Construction disputes ■■ Family law valuation & consultingapproach and ■■ Fraud & forensic services ■■ Health care disputesexperience enable us ■■ Intellectual property litigation & licensing ■■ Labor & economic disputesto provide creative ■■ Securities actions ■■ Shareholder disputesand effective ■■ Transaction disputessolutions. 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 accountingDispute Advisory & Forensic Services
  11. 11. RepresentativeClient List
  12. 12. SRR has served clients across a wide range of industries with locations around the globe. Ourprofessionals continue to deliver sophisticated solutions for a diverse client base, which includes, but isnot limited to, the following:Corporate ClientsActuant Corporation Delphi CorporationAffinia Group Deltek, Inc.Alaven Pharmaceutical LLC Detroit Entertainment, L.L.C.Aleris International, Inc. Diebold, IncorporatedAlion Science and Technology Corporation Discount Drug Mart, Inc.American Axle & Manufacturing, Inc. Dominos Pizza LLCANSYS, Inc. Dorsey SchoolsArcadia Resources, Inc. DTE Energy CompanyArcelor DURA Automotive SystemsArcher Daniels Midland Company Empire Home Services, LLCArvinMeritor, Inc. Engineering and Software System Solutions, Inc.Aspen Marketing Services EsmarkAutoliv ASP Inc. Federal-Mogul CorporationAxle Tech International Flint GroupBaird & Warner Focus Products Group, LLCBlackboard Inc. Ford Motor CompanyBlue Heron Paper Company Forsythe Solutions Group Inc.BlueCross BlueShield Association Fosbel Inc.Borden, Inc. Freudenberg-NOKBorgWarner, Inc. Gallo Displays, Inc.Brueggers Enterprises, Inc. General Motors CorporationBuehler Food Markets, Incorporated Gordon Food ServiceCalgon Carbon Corporation Great Lakes Gas Transmission CompanyCampbell Grinder Company Greenheck Fan CorporationCarhartt, 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 CorporationDawn Food Products, Inc. Broker-dealer services provided through Stout Risius RossDean Foods Company Advisors, LLC, member FINRA. All other services provided through Stout Risius Ross, Inc.
  13. 13. Inalfa Roof Systems RadioFirst plcIntermet Corporation Retail Ventures, Inc.International Hardcoat Inc. Richland Gordon & CompanyIPC International Corporation Rite Aid CorporationIPEC Holdings Inc. Robert Bosch LLCJohn Hancock Financial Services, Inc. RPM International Inc.Kaydon Corporation Safe Auto Insurance CompanyKirkwood Industries, Inc. Serra Automotive GroupKmart Corporation Siemens AGLas Vegas Sun Smiths Aerospace LimitedLear 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 CompanyMartin Marietta Materials Inc. Steelcase Inc.Masco Corporation Stoneridge, Inc.McCarthy Holdings, Inc. Symbol TechnologiesMeridian Automotive Systems, Inc. Tele AtlasMetaldyne The Clorox CompanyMidland Cogeneration Venture Limited Partnership The Detroit Lions,, Inc. The Dow Chemical CompanyMotorCity Casino The J.M. Smucker CompanyMotorola The Oilgear CompanyMPW Industrial Services The Taubman Company LLCMTD Holdings Inc. ThyssenKrupp Budd CompanyNeeneh Enterprises Inc. TI AutomotiveNestlé S.A. Tippmann Sports LLCNeustar, Inc. TransDigm Group IncorporatedNewmar Corporation TRW Automotive Inc.Noble International, Ltd. UC Investors, Inc.Ohio Cat UGL EquisPalace Sports & Entertainment United Rentals, Inc.Peerless Steel Company Valassis Communications, Inc.Penske System, Inc. Valeo Management ServicesPenton Media, Inc. Visteon CorporationPerrigo Co. Walbro Engine ManagementPhoenix International Holdings, Inc. Waxman Industries, Inc.Pioneer Surgical Technology White Castle System, Inc.Polar Corporation Woodward Communications IncorporatedPomeroy IT SolutionsPorsche Enterprises Inc.Preferred HomecareProQuest Company
  14. 14. Equity Funds Financial InstitutionsAGS 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, LLCCharterhouse Group, Inc. CIBCEndeavor Capital Management Citizens BankFdG Associates LLC Column Financial, Inc.Frontenac Company Comerica IncorporatedGolden Gate Capital Credit Suisse GroupHispania Capital Partners Deutsche Bank AGKirtland Capital Partners Fifth Third BankKPS Capital Partners, LP General Electric CompanyLaSalle Capital, LLC Goldman Sachs Mortgage Capital, L.P.Long Point Capital Harris Bank N.AMadison Capital Partners Huntington National BankMadison Dearborn Partners, LLC JPMorgan Chase & Co.Mason Wells, Inc. KeyCorpMcCarthy Group, LLC Mercantile BankMCG Capital Corporation Metropolitan Life Insurance CompanyMerit Capital Partners Midland National Life Insurance CompanyMonomoy Capital Northern TrustPangea Holdings Limited Monroe Capital LLCPlatinum Equity, LLC Morgan Stanley & Co., IncorporatedPrairie Capital National Bank of CanadaQuestor Management Company, LLC New York Life Investment Management LLCRitchie Capital Management, L.L.C. Pacific Life Insurance CompanyStonington Partners, Inc. Prudential Financial, Inc.Sun Capital Partners, Inc. Republic Bancorp, Inc.Svoboda, Collins L.L.C. Spirit Finance CorporationThayer Capital Partners TCF BankThe Halifax Group The Bank of New York MellonWind Point Partners The PNC Financial Services GroupWynnchurch 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.
  15. 15. Law FirmsArnstein & Lehr LLP McDonald Hopkins LLCBaker 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 LLPBarnes & Thornburg LLP Morrison & Foerster LLPBenesch, Friedlander, Coplan & Aronoff LLP Neal, Gerber & Eisenberg LLPBodman LLP Pepper Hamilton LLPBuchanan Ingersol & Rooney PC Pillsbury Winthrop Shaw Pittman LLPButzel Long Plunkett & Cooney, P.C.Calfee, Halter & Griswold LLP Porter Wright Morris & Arthur LLPChapman and Cutler LLP Quarles & Brady LLPClark Hill PLC Reed Smith LLPCovington & Burling LLP Reminger Co., L.P.A.Dickinson Wright PLLC Roetzel & AndressDinsmore & Shohl LLP Schiff Hardin LLPDLA Piper LLP (US) Schiller DuCanto and Fleck LLPDuane Morris LLP Schopf & Weiss LLPDykema Gossett PLLC Sidley Austin LLPFoley & Lardner LLP Sonnenschein Nath & Rosenthal LLPFreeborn & Peters LLP Squire, Sanders & Dempsey L.L.P.Frost Brown Todd LLC Sughrue Mion PLLCFulbright & Jaworski L.L.P. Taft Stettinius & Hollister LLPGreenberg Traurig, LLP Thompson Hine LLPGroom Law Group, Chartered Ulmer & Berne LLPHahn Loeser + Parks LLP Ungaretti & Harris LLPHinshaw & Culbertson LLP Varnum, Riddering, Schmidt & Howlett LLPHogan & Hartson LLP Vedder Price P.C.Holland & Knight LLP Venable LLPHonigman Miller Schwartz and Cohn LLP Vorys, Sater, Seymour and Pease LLPJaffe Raitt Heuer & Weiss, P.C. Warner Norcross & Judd LLPJenner & Block LLP Williams & Connolly LLPJones Day Winston & Strawn LLPK&L Gates LLPKatten Muchin Rosenman LLPKirkland & Ellis LLPKitch Drutchas Wagner Valitutti & SherbrookLatham & Watkins LLPLocke Lord Bissell & Liddell LLPMayer Brown LLPMcCarthy Tétrault LLPMcDermott Will & Emery
  16. 16. RecentExperience
  17. 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.
  18. 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. 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.
  20. 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