A Unique Middle Market Investment Bank that Delivers ...


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A Unique Middle Market Investment Bank that Delivers ...

  1. 1. Seasoned, Systematic, Successful SM A Unique Middle Market Investment Bank that Delivers Exceptional Results
  2. 2. Seasoned, Systematic, Successful SM For the latest, most detailed information on FOCUS, please visit our Website: www.focusenterprises.com • Summaries of publicly announced transactions • List of currently active sectors • Detailed biographies of our professional staff • Office locations and contact information • Archives of the monthly newsletter and other useful documents • Easy online subscription to free monthly newsletter • Form for submitting online inquiries
  3. 3. FOCUS Enterprises, Inc., founded in 1982 in Washington, DC, provides a range of investment bank services tailored to the needs of middle market businesses and their executives. Today we are a national firm serving clients from offices in major cities across the United States. We specialize in serving businesses with revenue or transaction sizes between $5 million and $300 million, serving entrepreneurs, corporate owners, and various types of investors. FOCUS clients include large corporations and private equity firms who engage FOCUS for transactions in our size range. We have achieved a very high close rate on accepted buy side, sell side, and corporate finance mandates because of the unique resources, process, and perspective that we bring to middle market investment banking. FOCUS has developed a systematic, open, and proven transaction process. It is the driving force of our firm and distinguishes us from other investment banks serving the middle market. With extensive investment banking transaction experience and a group of seasoned operating and financial executives, our firm provides a unique value proposition. We bring a strong operating perspective, a wealth of practical experience, and a unique research and transaction process to our middle market clients. Our deep and unique resources include seasoned Partners and Principals, our research staff, our internal database of national and international contacts, and operating and deal experience in a range of industry sectors. This brochure provides an overview of the firm, our distinctive approach, our range of services, and a summary of sectors where we are active. But it is nothing more than an introduction. We encourage you to visit our website at www.focusenterprises.com for additional details, the latest information on recent transactions, biographies of our professional staff, an archive of newsletter articles, and a handy online form for subscribing to our monthly e-mail newsletter. Of course, there is no substitute for a face-to-face conversation. Please call to set up a meeting if you would like to learn more. We encourage prospective clients to get to know us well in advance of any potential assignment.
  4. 4. Seasoned, Systematic, SuccessfulSM FOCUS: A Unique Middle Market Investment Bank that Delivers Exceptional Results For over 24 years, FOCUS has specialized in serving business with revenue or transaction sizes between $5 million and $300 million. We understand the qualitative differences between a $10 million transaction and a $300 million transaction, though the financial mechanics may be similar. FOCUS provides a unique mix of investment banking and related services tailored to middle market companies. Our service offerings have been tailored to the strategic and operational needs of our clients, not to the retail brokerage or securities underwriting markets. We are highly attuned to successful transaction completion. In fact, we won’t accept an assignment that we believe has less than a 75 percent probability of success. Our financial success is dependent upon successful transaction completion, not on document preparation, “listing fees”, or large upfront retainer fees. All FOCUS Partners are seasoned operating executives and/or deal makers. As you review the biographies of our staff, you will find former CEOs, COOs, CFOs, and veteran middle market investment banking executives. Most have completed dozens of deals before they joined our firm. Our substantial operating experience gives us deep insights into management issues, strategic planning considerations for acquisitions, divestitures, strategic partnering, capital raising, and post- transaction integration matters. Negotiating the transaction and completing the paperwork is only the beginning of a successful transaction. The firm also has been responsible for post-closing execution and integration. FOCUS is highly attuned to the critical needs and business realities of middle market operating executives, corporate owners, strategic investors, and institutional financial investors. Our Partners have been in those roles. Our experience is much broader than that of the typical investment banking professional. Advisors, investment bankers, and other intermediaries with only a financial engineering background cannot serve middle market clients nearly as well as FOCUS. In today’s selective M&A environment, an effective intermediary needs our kind of experience to advise clients effectively. www.focusenterprises.com 2
  5. 5. Seasoned, Systematic, SuccessfulSM FOCUS Has a Proven, Structured, and Open Process for Transaction Execution FOCUS provides time-efficient and cost-effective services, based on a proven, disciplined process supported by ample internal resources. This transparent and well-documented process provides unique visibility and accountability in the transaction process. Often cited by clients as a unique strength of our firm, our transaction process will expedite the closing of the transaction and contribute to your overall corporate success. FOCUS clients experience a transaction process that is highly structured, disciplined, well- documented, and proven by over two decades of successful deal execution. This process leverages our research, our operating experience, and two decades of experience in our market segment – businesses with revenue or transaction sizes between $5 million and $300 million. For example, we provide weekly written reports of company-by-company contact activity in the contact phase of every engagement. FOCUS has honed a research methodology that is especially effective in identifying smaller, privately- owned firms. Anyone who has attempted to identify smaller firms through commercial databases knows the limitations of those sources – coverage of less than 50 percent, incomplete information, outdated information, and heavy dependency on information supplied voluntarily by the companies. While we employ such databases in our work, we also employ a wide range of additional sources, supplemented by our internal proprietary database of over 15,000 industry contacts. FOCUS target lists generally include 100 to 150 target companies. We believe that in order to generate three to five viable, interested, and qualified candidates, the process must start with a large target universe. In our target universe we include all firms that match the client’s specification, not just those that are currently on the market. Our experience over the past two decades indicates that many of the best transaction candidates have not yet formally entered the marketplace. We want to engage such firms in a dialog on behalf of our clients well before the competition arrives. FOCUS clients are served exclusively by our Partners and Principals. We simply don’t have junior level associates in our firm. Once the target list and related materials are complete, our Partners and Principals will handle all target contacts – including every phone call, meeting, e-mail, or other interaction. FOCUS Partners deal with target-company CEOs on a peer-to-peer basis. That’s because many of us have been CEOs ourselves. Our clients benefit from this personal touch, based on over a century of C-level operating experience. We are able to establish a rapport quickly and productively, benefiting our clients. www.focusenterprises.com 3
  6. 6. Seasoned, Systematic, SuccessfulSM FOCUS Transaction Execution: How It Works FOCUS investment banking clients experience a proven transaction execution process that is highly-structured, disciplined, and well-documented, and is specifically tuned to the special needs of your market. Most importantly, it is completed in a timely fashion. Precise planning of the project is the first step where project mileposts are specified resulting in detailed deliverables from FOCUS as well as from the client. Next a research plan is developed by the FOCUS Partner, the firm’s research department, and the client. If the project is a sell-side engagement, a buy-side assignment, or a partnering assignment, FOCUS research analysts identify a target listing of potential buyers, sellers, or partners. Our flexible, responsive investment banking team works closely with clients to understand the project context, and then develops a scope of work document defining the parameters, including scheduling and cost estimates. Deliverables typically include a written report, including documentation as appropriate, and an executive presentation. If the assignment is to source debt or equity investment capital, FOCUS research analysts develop a target list of potential investors who may have a strategic or financial interest in investing in the client company. The research process is usually complete within three weeks from the start when a published, bound research report is delivered. Concurrent with research completion, a Confidential Information Memorandum is completed. This “book” is developed with management using precise guidelines developed by FOCUS. This selling document is usually complete when the research for the project is complete. FOCUS Partners then contact companies and/or investment firms on the research target list. Once we begin contacting target companies, we supply weekly written reports of company-by-company contact activity. A FOCUS Partner is always in charge of client contact and appointments with the client company are arranged on a very confidential basis. Management presentations are made and preliminary due diligence is completed with the entire process managed by a FOCUS Partner. Letters of Intent, draft partnership agreements, or investment “term sheets” usually are submitted to the client company within four months from the project start, with closing of the arrangement or transaction occurring 30-60 days later. With every step, FOCUS works closely with management and keeps investors and the Board regularly informed. www.focusenterprises.com 4
  7. 7. Seasoned, Systematic, SuccessfulSM FOCUS Services Over the past two decades, FOCUS has consistently served the needs of smaller and middle-market businesses with a range of services carefully attuned to their needs. Merger, Acquisition and Divestiture When representing sellers, the firm assists its Our industry expertise, research capabilities, clients in operating from a position of strength. and highly developed network of national By working closely with the client’s senior and international contacts provide a solid management team, we assist in developing base for initiating transactions, as well as for a business plan and a forecast that provides identifying and evaluating potential sellers, an optimal valuation. FOCUS Partners will buyers, and partners. discreetly contact only selected qualified buyers in order to maximize price, improve terms, and FOCUS Partners are experienced in all quickly complete the transaction. phases of the process and can provide services including market analysis, financial analysis, If the transaction requires additional capital, capitalization structure, due diligence, FOCUS can access our extensive network of memorandum preparation, structuring of equity and debt sources. Because our Partners transactions, negotiating, and closing financial are all highly experienced, “hands-on” operating terms tailored to the clients need and capital veterans, we also can assist with the post- market demands. acquisition integration process. FOCUS Partners help clients restructure Corporate Finance: their businesses and assist clients in developing Debt and Equity Financing realistic corporate development, acquisition, As one of our primary financing activities, merger, or divestiture plans. Since these the firm seeks to match the requirements of activities are strategic and have long-lasting our clients to those of capital sources. Our consequences, it is critical that the initial contacts cover the full spectrum of debt and analysis conducted by the firm be objective equity capital sources. On the debt side, they and thorough. include asset-based lenders, SBIC’s, commercial banks, specialty finance firms, mezzanine/ When representing potential acquirers, the subordinated debt providers, and BDC/RIC’s. firm provides assistance in the initial strategic On the equity side, they include venture capital planning stages by helping the client identify funds, corporate strategic investors, private the best targets and options. We assist clients equity funds emphasizing LBO’s and MBO’s, in evaluating their alternative strategies and integrated fund families investing a mix including internal growth, merger, acquisition, of equity and debt products across multiple and/or strategic partnering. FOCUS Partners stages of a firm’s evolution. put their contact network to work on the client’s behalf, quietly and discreetly, in order to preserve confidential relationships and reputations. www.focusenterprises.com 5
  8. 8. Seasoned, Systematic, SuccessfulSM FOCUS Partners are active in each step of organic growth, or divesting of a division or a the financing process beginning with a review business unit that is not longer strategic to the of the corporate business plan. The firm acts as an client’s core business. intermediary between the capital source and the client company. We advise on deal terms, assist Once a strategic course is set, FOCUS will with negotiations, and work with legal counsel identify and analyze a range of appropriate on the transaction closing. Client presentations financing alternatives that support corporate are prepared and rehearsed after which the growth objectives and enhance shareholder appropriate capital sources are identified and value. FOCUS also advises on terms and contacted. FOCUS contacts each potential structure of private placements, subordinated investor on the client’s behalf and assists with debentures, notes, convertible preferred stock, investor presentations, the “term sheet” common stock, and partnership interests as negotiations, and in closing the transaction. well as debt placements and refinancing for growth initiatives and strategic transactions. Strategic Advisory Services Quite often our firm is called upon to advise Once our corporate development recommend- clients on their strategic growth options. ations are reviewed and approved by our Since all FOCUS Partners have been operating client, FOCUS will execute on the plan by executives prior to joining the firm, we are ideally completing the necessary investment banking suited to work with CEOs and full management engagements to meet all objectives and to teams to assist them with looking at all of the insure smooth implementation. corporate development options and alternatives and to make specific recommendations to Strategic Partnering and Alliances management and the Board about the Our strategic partnering services supply recommended options. our clients with other companies that have products and/or technologies that can benefit FOCUS will review all strategic plans, operating from additional sales channels, marketing plans, and near and long term financial forecasts. skills, engineering expertise, manufacturing We will analyze the client’s balance sheet, capacity, or investment. A strategic partnering operating statements, and all market trends arrangement can take the form of a license before advising our client on a growth course. agreement, a joint venture, a sale and service agreement, a contract manufacturing As a result of this strategic study, FOCUS agreement, or an equity/debt investment. can identify and analyze a variety of strategic alternatives such as divestitures, capital FOCUS Partners are action-oriented in formation, and mergers and acquisitions. Options their assignments. A typical scenario usually typically include sourcing of equity or debt involves an emerging growth company that capital to restructure the balance sheet, seeking has a technology or product line, which selected “tuck in” acquisitions to complement is under-leveraged and can benefit from www.focusenterprises.com 6
  9. 9. Seasoned, Systematic, SuccessfulSM a relationship with a larger organization. The subjective judgments to these two sets of larger company can provide a distribution analysis, adjusting for the particulars of our channel, manufacturing capacity, development client company operations, markets, and funding to customize the technology or operating history. product to its market segment, and investment capital. The smaller company offers the larger We share all the data we draw upon, as well company a focused “quick time-to-market” as our assumptions and adjustments, in a and customizing capability that often does simple spreadsheet form, accompanied by simple not exist in a larger company. explanatory text. The entire document is about ten pages long and is a low cost yet very effective While the above scenario makes clear sense, way of establishing a range of corporate value. often each organization lacks the available staff to concentrate on the potential of such Corporate Development Consulting a partnering arrangement. FOCUS Partners FOCUS Partners provide a wide range of possess the skills to engineer such transactions consulting services that are intended to assist and are ideally suited to negotiate and close operating management with preparing for a deal to the benefit of both organizations. an investment banking transaction. Our firm’s unique operational orientation prepares our Corporate Valuations Partners and Principals to complete strategic Many business owners ask, “What is my planning, business planning, financial planning, company worth?” Before committing to a market sizing and analysis, and competition sale, merger, or an investment, owners want studies for our client companies. to establish a reasonable range of corporate valuation. We suggest our “Valuation In many cases, FOCUS is called upon to Snapshot” as a cost-effective answer to the conduct a corporate “audit” in preparation for question. Rather than generate a large boiler a transaction. In these cases, a FOCUS team plate document containing mostly quantitative is dispatched to the client company to analyze financial analysis, we analyze two sets of very each functional area of the organization resulting specific financial metrics. many times in very specific corrective action recommendations to client management. First, we look at public company comparables of same or similar companies. Second, we Once recommendations have been implemented look at comparable documented financial or corrective action is underway, our firm is transactions for both public and private ideally positioned to assist the client company companies to establish a reasonable range with its investment banking needs. of valuation. Finally, we apply the firm’s www.focusenterprises.com 7
  10. 10. Seasoned, Systematic, SuccessfulSM FOCUS Partners are Experts in a Variety of Business Areas We have executed dozens of transactions in a range of market segments, but the same fundamentals apply across all of them. Our on-going transaction process provides us with up-to-the-minute market knowledge in these sectors that may be of corporate development interest to you. Operating nationally and internationally, FOCUS is currently working with buy- and sell-side corporate clients, private equity groups, holding companies, and early stage venture capital firms in the following areas: Aerospace Leisure Automotive Manufacturing Building Products Media and Publishing Business Process Outsourcing Medical Devices and Equipment Business Services Medical Diagnostics Call Center Metals and Mining Construction Payment Systems Distribution Professional Services Education and e-Learning Retail Energy, Oil, and Gas RFID Technology Food and Beverage Satellite Communications Government Contracting Security Systems and Services Healthcare Sports Information Services and Databases Supply Chain Management Information Technology: Hardware Systems Integration Information Technology: Services Technology Information Technology: Software Telecomm and Wireless International Transportation www.focusenterprises.com 8
  11. 11. Seasoned, Systematic, Successful SM For the latest, most detailed information on FOCUS, please visit our Website: www.focusenterprises.com • Summaries of publicly announced transactions • List of currently active sectors • Detailed biographies of our professional staff • Office locations and contact information • Archives of the monthly newsletter and other useful documents • Easy online subscription to free monthly newsletter • Form for submitting online inquiries
  12. 12. 1150 Connecticut Avenue NW Suite 515 Washington, DC 20036 202-785-9404 202-785-9413 fax www.focusenterprises.com Atlanta • Chicago • San Francisco • Washington, DC