Services Overview

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Our goal is to be your trusted financial advisor.

 

We build that trust by taking the time to learn your business and understand your goals before recommending a course of action. Also, we offer services that are unrelated to specific transactions.

 

Regardless of the service that you need, we are committed to providing the highest level of attention and professional service.

 

This commitment starts with developing an accurate range of values and determining which alternatives are practical and appropriate. After a plan is chosen, we manage the process through to completion and coordinate with your legal, tax, and accounting advisors

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Advisory Services

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Our advisory services are designed to help you develop and monitor financial plans and

policies. These services include traditional financial advisory services such as:

• Preparing financial analyses of your company's capital structure and needs
• Performing reviews of strategic financial alternatives
• Advising on dividend policy and share repurchases or self-tenders
• Negotiating share buybacks and related shareholder agreements
• Developing corporate governance policies and provisions
• Implementing shareholders' rights plans, and
• Preparing valuations

 

In addition, we provide other advisory services that are not normally provided by investment banks. Why?

 

We have found that most middle market companies need help in making the basic financial decisions that must be made every day — extending credit to new customers, setting the terms of credit granted, buying versus leasing, outsourcing versus manufacturing in-house, refinancing, etc.

 

Unfortunately, if you are like most owners, you don't have the time to do a detailed analysis of these decisions, and you have even less time to assess the impact on value for shareholders. This is where Angeles Capital Group can help.

 

We understand operating realities and have vast experience in internal and external financial matters. This background allows us to fill the gaps in your schedule or resources. Our experience and flexibility allow us to act in a variety of roles, ranging from "sounding board" to outsourced project manager who assists you by preparing plans, analyzing financial impact, negotiating terms, and performing due diligence.

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Capital Raising Services

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We act as placement agent to help you raise various forms of capital, including:

• Common equity
• Convertible debt and preferred stock with various rights and features
• Subordinated debt and other forms of mezzanine capital
• Senior debt securities, and
• Senior credit facilities

 

Generally, we focus on placements of $5 million or more for equity securities, and $10 million or more for debt securities or facilities. Selectively, we do placements for smaller amounts, or in conjunction with mergers and acquisitions.

 

Our focus is on later-stage private companies with proven business models, and small cap and micro-cap public entities. If this fits with your company's profile we can help you raise capital for:

 

• Internal growth — working capital or capital expenditures
• External growth — acquisitions
• Refinancing existing obligations, and
• Recapitalizations that provide liquidity for shareholders and capital for growth

 

 

Mergers & Acquisitions

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We offer a broad spectrum of services in connection with mergers and acquisitions, including services related to:

 

ACQUISITIONS

 

Our experience representing buyers is unmatched by M&A boutiques. This particular strength is valuable because we understand the issues that buyers must address and yet have the sellside experience and acumen to properly advise buyers regarding a successful strategy.

 

We offer a comprehensive range of buyside services that you can elect to use in whole or in part. The services include:

 

• Setting or refining acquisition criteria and goals
• Assessing and qualifying potential targets
• Valuing targets and preparing accretion/dilution analysis
• Performing due diligence, both strategic and financial
• Modeling potential targets and related deal structures
• Providing advice regarding tactics for bidding and negotiating a transaction
• Analyzing business risks, integration issues, deal structures, and capital sources
• Negotiating any or all elements of the transaction, depending on your negotiating style
• Assessing the strategic impact of completing/foregoing a particular acquisition,
• Preparing press releases and presentations for various constituencies

 

Most importantly, we manage the overall process for you and coordinate the activities of your team, including other external advisors. This management oversight allows you to stay focused on the important issues of the transaction without getting distracted by the details that could impair performance of existing operations.

 

SALES & DIVESTITURES

 

The core strength of our transactional services is helping clients with liquidity events: sales, divestitures, recapitalizations and going-private transactions.

 

This strength is based on our years of experience completing such transactions, focus on certain industries, and customized approach. Complementing this foundation is our experience representing buyers — we understand their motivations, forms of analysis, and processes better than our competitors, which greatly improves the quality of our advice for you during a transaction to generate liquidity.

 

• We offer a comprehensive range of sellside services. The services include:
• Refining goals for the transaction and determining conflicts across constituents
• Assessing and qualifying potential buyers and strategic partners
• Valuing the business, and buyers, if necessary, and preparing synergy and accretion/dilution analysis
• Performing due diligence, both strategic and financial
• Developing the investment themes and key considerations for marketing the business
• Modeling potential transactions, including related deal structures
• Determining the strategy for conducting the sale process
• Preparing information materials and related documents
• Coordinating contacts and meetings with prospective purchasers and partners
• Providing advice regarding tactics for responding to bids and negotiating a transaction
• Analyzing proposals, including qualitative issues, timing, probability of completion and deal structures
• Negotiating any or all elements of the transaction, depending on your negotiating style
• Assessing the strategic impact of completing/foregoing a particular transaction, and
• Preparing press releases and presentations for various constituencies

 

Most importantly, we manage the overall process for you and coordinate the activities of your team, including other external advisors. This management oversight allows you to stay focused on the important issues of the transaction without getting distracted by the details that could impair performance of existing operations.

 

RECAPITALIZATIONS & MANAGEMENT BUYOUTS

 

Recapitalizations and management buyouts are specialized M&A transactions for which Angeles Capital Group is ideally suited. Why?

 

Because the essence of a successful recapitalization or buyout is finding the right partner for management.

 

Only an investment bank that takes the time to thoroughly understand a client's business plan, operating philosophy, and objectives for the transaction can find that partner.

 

Using our customized approach for each engagement, we accurately assess the types of investors that are right for you, after considering industry dynamics, financing requirements, timing, and management's tolerance for financial risk. We then introduce you to a small, carefully selected group of potential investors from our network of over 500 private equity groups and related financing

sources.

 

This approach assures you that your ultimate choice of partner is financially qualified and

knowledgeable about the industry. More importantly, you have more time to confidentially develop a relationship with your prospective partner, and be more comfortable that there is a common set of goals and philosophies for managing the business.

 

* What is a recapitalization or a management buyout?

 

Recapitalizations are essentially financial transactions in which the sources of debt and equity (ownership) capital are substantially changed. Old loans are repaid, loans from new lenders are incurred, and equity funds are raised from new owners or a portion of the existing shareholders.

 

Recapitalizations provide the opportunity for some of the owners to potentially increase their ownership stake, while obtaining capital to fund future growth and create liquidity for other shareholders.

 

Management buyouts are similar except that in most cases the management team is purchasing a business in a corporate divestiture or from its existing owners, with the assistance of the former corporate parent or owner, and the participation of an outside investor

 

GOING-PRIVATE TRANSACTIONS

 

Another area of specialized M&A services offered by Angeles Capital Group is advising small public companies in going-private transactions. Whether retained to advise management or a special committee of directors, we have the experience and knowledge to guide you through each step of the process.

 

Our expertise in these transactions is based upon our knowledgeable of leveraged financings, corporate governance issues, and the process that a public company must follow when completing a major financial transaction in today's world. Furthermore, we have the necessary insight into all elements of the process so that your directors can fulfill their responsibilities, while avoiding an unexpected sale of your company to an unwelcome suitor.

 

Why Angeles Capital Group? Quite simply because we have years of experience advising directors of public companies. Also, members of our team have been senior executives and directors of public companies during their careers and have experience facing these challenges.

 

In contrast, most M&A boutiques focus on private companies and do not have the experience that Angeles Capital Group has with the issues facing directors of public companies. Similarly, large investment banks are not a good fit because they can not offer affordable services to small public companies, particularly for time-intensive transactions such as going-private deals.

 

Increasingly, the costs and risks of being a public company will become obvious and burdensome to smaller companies. The costs of compliance with Sarbanes — Oxley alone can be a deterrent for adequate growth. Angeles Capital Group can help you understand and moderate those costs or it can help you extricate your company from this situation via an effective going-private transaction.