Corporate Finance
SERVICES > CORPORATE FINANCE
Brown Smith Wallace’s Financial Advisory Services (FAS) practice can help companies meet major business goals throughout their business lifecycle. We understand that the day-to-day operations for many companies often occur in the shadow of significant events: the growth offered by mergers and acquisitions; the opportunity to focus on core operations via divestitures; the enhanced financing and liquidity opportunities offered by recapitalizations; and, the opportunity to survive and ultimately prosper offered by turnaround scenarios. FAS clients rely on our skills and experience to provide expert analysis and opinions during these important milestones.
Our FAS team provides ownership, senior management, and boards of directors with the below corporate finance services.
- Fairness Opinions – An opinion, which is typically issued to a company’s board of directors, regarding the fairness of a price offered in a merger or other transaction. Fairness opinions include a detailed analysis of the following: the proposed transaction terms, the circumstances of the parties to the transaction, industry and capital market conditions, discounted cash flow analysis, mergers and acquisitions multiples, and other factors in order to assess the reasonableness of the proposed transaction.
- Solvency Opinions – A term used to describe analyses that test for the solvency of a company subsequent to a debt financing transaction. Due to the potentially negative consequences to selling shareholders, directors, and lenders in the event that the debtor files for bankruptcy, tests related to solvency are performed to demonstrate that the debtor was solvent at the time of the transaction. Three tests for solvency include the below.
- Is the fair value of the debtor entity assets greater than the value of the debtor entity liabilities after consideration of all post-transaction debt?
- Can the debtor entity meet its debt service obligations (principal and interest) as these obligations are scheduled to be due?
- Is the debtor entity adequately capitalized on the solvency test date?
- Mergers, Acquisitions and Divestitures – We provide buy-side and sell-side advisory services in order to assist companies planning mergers, acquisitions, or divestitures. Services provided may include the following: searching for prospective buyers or targets; preparing information memoranda or solicitation letters; analyzing the value of subject operations or targets; assessing offers received or preparing offers; and assisting in negotiations.
- Due Diligence – Due diligence is required when a buyer has reached the point of serious interest in a transaction and needs to expand the information base on which to make a decision. Due diligence involves a review of pertinent accounting and organizational data, an assessment of critical value drivers, site visits, and key management interviews.
- Exit Planning – Exit planning is a process designed to help a business owner successfully withdraw from his or her business and plan for the next stage in life. This process is generally a team effort, consisting of advisors to both the business and to the owner personally, that provides a coordinated effort toward achieving the owner’s goals.
- Turnaround Services – Turnaround services are directed towards helping troubled companies enter and exit a recovery process. Services provided include the below.
- Consulting – We will evaluate key issues and formulate an action plan to improve financial results.
- Management – We will oversee the execution of the action plan day-to-day to ensure rapid results.
- Interim Management – We will serve as your C-level executive (CEO, COO, CFO, CIO) as you conduct a search for the right permanent person.
- Advisory Services – We will advise the board of directors and senior management on a periodic basis to facilitate a turnaround.
Please contact the Brown Smith Wallace FAS team to learn how our corporate finance services can benefit your business.
