Buy Sell Agreement

The ValueScope team helps our clients make fully informed decisions and successfully execute complex transactions. Our professionals make sure that you’re positioned for the greatest possible gains. Our transaction advisory work includes sell side and buy side analysis, buy sell agreements, capital formation and shareholder matters. We conduct comprehensive data analytics to assess value and synergies.  Our team will provide deal flow to corporate clientele and private equity groups seeking middle market acquisition candidates and other recapitalizations. ValueScope can arrange senior debt and mezzanine debt capital for private equity group sponsored transactions—LBOs, MBOs, and more. We implement major international corporate development programs, and conduct acquisition searches for industry consolidators.

Sell-side analysis

With the markets at record highs, it’s critical to squeeze every dollar of profit out of your asset base. Additional profits often lead to higher multiples of profit and price. We’ll not only “normalize” your profits, demonstrating additional value to buyers, we’ll quantify synergy value and execute key value creating opportunities through data and financial analysis. At ValueScope, we conduct a thorough and comprehensive process to value a company for a potential seller. It’s a given that we analyze the historical financials. We also look at comparative firms and develop analytics to support our projections. We conduct intensive research and due diligence. Beyond a valuation, we work with sellers to improve the financial metrics most often scrutinized in a deal. We use data mining and advanced analytics to unlock the hidden value in your company – allowing you to optimize EBITDA margins and other metrics to earn the best possible multiple. Our teams can also help you work out the structure of the transaction to determine the method of payment — whether cash, stocks or warrants. We assist in improving each deal term from working capital targets to escrows and earn outs. We offer seller-support services to private equity funds, stand-alone companies and investment banks representing companies in connection with the proposed sale. Each owner’s personal motivations are unique. We are well equipped to help you achieve your goals.

Buy-side analysis

We combine an investor’s mindset with the strongest economic and accounting principles to assess quality of earnings and other due diligence measures. Trust us to uncover deal risks as well as hidden opportunities. We’re professionals who understand business fundamentals. We not only analyze a target company’s financial statements, but we understand the importance of communicating key deal issues that impact the purchase price and capital spending needs after the sale. Our Quality of Earnings reports go beyond the traditional assessment of the sustainability and accuracy of historical earnings and achievability of future projections. We apply an “investor’s mindset” to build a bottoms-up analysis of key revenue and cost drivers – customer churn, pricing sensitivity, contribution margin analysis – to discover the true enterprise value and to mitigate risk. We understand the impact that industry trends and a changing competitive landscape may have on your potential investment and will provide expert guidance on the advantages of growth through acquisition. We combine all of this information and insight to create a scenario analysis tool for the buyer. It determines the value of the company given ranges of assumptions. The tool can also addresses synergy value, not only within the business being acquired, but if the new business will be combined with an existing one. Our scenario analysis tools are interactive models that allow you to alter assumptions, project different outcomes and provide confidence levels as to results.

Financial due diligence

Business valuation involves evaluating risks faced by business investors. At ValueScope, we think about, analyze and assess those risks from the investor’s perspective. Crucial next steps are to understand the factors that can mitigate the risks. Our Quality of Earnings analyses go well beyond checking boxes. We ask the critical questions that investors need answered. While these studies are important to prospective buyers, they are valuable to sellers as well. Taking preemptive action to identify problems that investors will take exception to, is smart business. It gives sellers time to resolve potential problems prior to taking their businesses to market. Other key elements of our due-diligence process identify opportunities and threats likely to arise post-acquisition. Then we quantify their impact on value to the extent possible.

Capital formation

We leverage our knowledge of the capital raising process and market to provide our clients with strategic guidance regarding capital formation and terms. ValueScope has the experts you need to steer you when dealing with equity and debt financing. We act as advisers in private equity, senior debt and mezzanine transactions. We leverage our knowledge of the capital raising process and financial markets to provide our clients with strategic guidance and professional advice regarding capital formation and structure, timing, securities valuation, pricing and terms. In addition to representing corporate issuers, we also act as agents for various institutional investors seeking companies matching a specific set of business and financial criteria for equity investment. We bring valuable insight to critical transactions. With more than 100 years of combined experience, our experts are well positioned to help our clients identify, structure and execute tactical and strategic transactions. We have used our expertise to assist our clients evaluate and execute

• Buy-side mergers and acquisitions
• Sell-side mergers and acquisitions
• Raising of equity capital
• New debt financing
• Leveraged debt recapitalizations
• ESOP’s as a liquidity tool for retiring owners

Our goal is simple – to help our clients create and achieve long-term shareholder value. With a combination of client focus and tenacious advocacy, ValueScope plays a critical role in helping our clients prioritize strategic opportunities, execute complex strategic transactions and create enduring value.

Fairness & solvency opinions

A fairness opinion provides an independent, objective analysis of a proposed deal’s financial aspects from the point of view of one or more of the parties to the transaction. Any number of factors in deals involving both public and private companies can trigger the need for a fairness opinion. These documents are frequently used to protect the interests of company directors, stockholders, investors and any other involved parties with any kind of fiduciary responsibility. Fairness opinions are often requested in deals involving public offerings, leveraged buyouts or major refinancing/restructuring. ValueScope has the personnel, expertise and research resources to provide the assurance of fairness to participants that these types of deals require. We are highly experienced in mergers, acquisitions, divestitures and related transactions. A fairness opinion from ValueScope is the product of a comprehensive analysis that includes a thorough review of the terms and structure of the proposed transaction. The combination of experience, in-depth analysis and sterling credentials that we bring to a fairness opinion can help to discourage challenges from third parties. Not surprisingly, a wide range of both public and private corporations and boards of directors call on us to provide them with independent opinions regarding acquisitions, divestitures, management buyouts and similar major transactions.