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“Because of the Reorganization Alternatives Group’s intervention in securing a “white knight”, the Debtor’s hopeless efforts were turned around and placed the Debtor on a track towards reorganization.” Report by the Office of the United States Trustee
Sample of Successfully Completed Assignments Mergers and Acquisitions Liquefied Petroleum Gas (LPG) Storage Facility Facility located in upstate New York that stores LPG products for large refineries. Mr. Ryniker was appointed President of this underperforming facility. During his 15 month tenure as President, Mr. Ryniker signed a Consent Order with the New York State Department of Environmental Conservation to resolve operational issues at the facility, obtained approval for a new State Pollution Discharge Elimination System (SPDES) permit, expanded operations and turned around financial performance from a net loss in the prior year to an operating profit exceeding $3 million. Mr. Ryniker then successfully facilitated the sale of the facility to Inergy, L.P for $31 million. HVAC/R Distributor/Retailer Company had four locations that sold Heating Ventilation Air Conditioning and Refrigeration (HVAC/R) equipment. The valuation of this underperforming company was maximized by selling the operations in two pieces: (a.) contributing one location to a new joint venture with a regional plumbing distributor and (b.) the balance of the operations sold to the management team of a competitor. The owner received sale proceeds, an equity interest in the joint venture, a five year employment contract and a ten year lease on one of the warehouse locations. Office Equipment Dealer Toshiba America Business Solutions, Inc. acquired this office equipment dealer which had 8 offices in 3 states and was one of the largest independent office products and office technology companies in the Northeast. RE-ALT staff advised the dealer’s ownership on negotiating the price and the terms and conditions of the Letter of Intent, worked with the Company’s staff during the due diligence process, and assisted in negotiating the final Asset Purchase Agreement and Employment Agreements for senior management. Property/Casualty Insurance Agency Represented The Treiber Group in their acquisition of a Long Island based property/casualty insurance agency that specialized in the transportation sector. The Treiber Group is one of the top 10 New York based privately owned brokers. The services provided by RE-ALT included assisting in valuing the agency, structuring the terms and conditions of the sale price and in negotiating the management employment agreements. Skylight Manufacturer Facilitated the sale of a regional skylight manufacturer to Velux, the world’s largest skylight manufacturer, based in Denmark. Developed valuation, marketed the acquisition opportunity, negotiated the asset purchase agreement and the buyer’s signing a real estate lease on the seller’s 68,000 square foot production facility, and was active in post closing reconciliations on inventory and accounts receivable. Office Products Distributor Distressed office products distributor, multiple year losses, lack of working capital and facing creditor litigation. Developed the plan and negotiated the terms and conditions to have the two owners sign employment contracts with a large competing distributor which included options to acquire 20% of that company’s equity. Managed the orderly liquidation of the distressed distributor including negotiating settlements with various creditors. HVAC Distributor Distributor with sales of $20+ million experiencing significant cash flow difficulties. Developed a turnaround plan that included: establishing a joint venture with a plumbing supply distributor, selling excess real estate and inventory, consolidating locations, lowering operating costs, and implementing some new operating procedures. Home Health Agency Successfully facilitated a sale of the Assets and Business of this pediatric home health agency, under Section 363 of the U.S. Federal Bankruptcy Code, to a national home health organization. Originally had been retained as a special consultant to assess the Company’s viability, the cause of its cash flow deficiencies, and its tax liabilities. Specialty Frozen Food Manufacturer Advised management of one of the nation’s leading manufacturers of Italian frozen foods in acquiring 100% of the equity in the operating and real estate holding companies: determined the valuation, structured the transaction (cash and note payments for the different equity interests acquired), negotiated the terms and conditions, and raised the acquisition financing: mortgage financing, working capital facility, and a term loan. Electronics Manufacturer Advised management on the acquisition of the Assets and Business of this electronics manufacturer, under Section 363 of the U.S. Federal Bankruptcy Code. Assisted in negotiating the acquisition terms and conditions with the operating trustee, in raising the acquisition financing (senior, mezzanine, and equity financing), and testifying in bankruptcy court as part of efforts to get court approval for the transaction. Building Supplies Distributor Assisted management in developing and implementing a turnaround plan, obtaining forbearance agreements from the company’s banks, negotiating new credit terms with the major vendors, changing cash/credit management procedures, and reducing operating expenses. Subsequently successfully sold the company to a national competitor with $900 million in sales plus obtained signed long term leases on the warehouse locations that were personally retained by the Seller’s equity shareholders. Advertising Services Company Initiated the sale of this advertising services firm that provided internet-based services to most of the major advertising agencies. Successfully negotiated the purchase terms and conditions including the: cash payment, the fixed note, the contingent note based on the technology’s market penetration, and employment contracts for senior management. Frozen Food Manufacturer Initiated the sale of this manufacturer of frozen dinners and desserts. Identified the out-of-state buyer and developed the strategic justification for the acquisition. Successfully negotiated the purchase terms and conditions including the: cash payment, the fixed note, the contingent note, and a five-year consulting contract for the owner. Paging Company Advised the equity holders on the sale of the Assets and Business of this paging company, under Section 363 of the U.S. Federal Bankruptcy Code. Identified the buyer and assisted in negotiating all the acquisition terms and conditions including an employment contract for senior management. Also negotiated with secured and unsecured creditors as part of securing court approval for the transaction. Computer Hardware and Maintenance Company With the support of the secured creditor, the creditors’ committee and management, was appointed by bankruptcy court to implement a turnaround plan at this distressed company that had recently $82 million in revenues. Consolidated offices, reduced staff, and lowered operating assets. Ultimately sold the Company’s assets to the management group under Section 363 sale of the U.S. Federal Bankruptcy Code. Roofing Supplies Distributor Advised the shareholders on the sale of their equity interests to the management of this roofing supplies distributor. Developed the valuation benchmarks, negotiated debt forgiveness from a secured creditor, and negotiated the sale terms and conditions. Candy Manufacturer Developed and implemented a turnaround plan for management/owners of this distressed candy manufacturer. Structured a plan that involved establishing a new company that acquired the machinery/equipment and trademarks from the original company. Then the original company was dissolved after the surplus real estate, machinery/equipment, and accounts receivable were sold/collected; a discounted settlement was negotiated with certain vendors and on the personally guaranteed debt with the secured lender. Office Furniture Distributor Through employment contracts, establishing an Employee Stock Option Program, negotiations with other shareholders, and the passage of key Board of Directors resolutions, the client, who was the firm’s primary producer, had his equity interest increased from 33% to 70%. Temporary Staffing Company Initially advised management on a cost reduction program and negotiated forbearance agreements with secured lenders. Once stabilized, then advised management on structuring the asset sale of this temporary staffing company. Utilized a Consulting Agreement and a Purchase Agreement to maximize the after tax benefits to the seller and buyer. Transaction included upfront cash, a fixed payment note, and a contingent payment note. Specialty Food Distributor Advised management of a local food distributor that was acquiring a regional specialty food distributor that was 300% its size. Active in determining the valuation, structuring the transaction including payment terms on the Seller Notes, and raising the acquisition financing.
Debt Restructurings/Recapitalizations Consulting and Software Development Company Troubled consulting firm that was also active in software development. Assisted management in acquiring the company’s $5.1 million of senior debt at a 60% discount. Raised the new financing for the company, negotiated the settlement with the existing lender, and assisted the development and implementation of a plan to lower operating expenses. Petroleum Services Company Petroleum services company had revenues decline from $200+ million down to $60 million resulting in significant losses and $50 million in outstanding debt. Assisted management in developing a recapitalization plan that involved: bringing in equity investors; a new revolving credit facility, discount factoring facility and a machinery & equipment term loan; negotiating settlement agreements with various creditors; and reducing operating expenses. Toy and Electronics Manufacturer Developed and implemented an operational and financial restructuring of this manufacturer. Capital was raised by selling excess assets, reducing operating expenses, and raising new equity. The subordinated debt was exchanged for a small cash payment and Class A and Class B common stock warrants. A Debt Settlement Agreement was negotiated with the secured lender; the discounted settlement was paid off with the proceeds from the asset sales and from internally generated cash flow. Wholesale Bakery and Frozen Food Manufacturer Recapitalized this distressed manufacturer. Secured a working capital facility, refinanced existing machinery & equipment to secure a term loan, renegotiated the payment terms on the mortgage financing, exchanged some debt for a minority equity position in the Company, and negotiated a discount on the acquisition of some other debt. Electrical Contractor Advised management on a turnaround plan that included negotiating a discounted payoff on the first mortgage, securing a new Term Loan Facility, restructuring the terms on its Industrial Development Agency bonds, and significantly reducing operating expenses. Specialty Wholesale Bakery Developed and implemented a complete recapitalization and operating turnaround of this troubled manufacturer. Industrial Development Agency Bonds were called and paid by the bank that had issued the supporting Letter of Credit; a new discounted note was issued to the bank; equity capital was raised to acquire undersecured debt at a discount; union payment obligations were discounted and converted into a deferred payment agreement. Operating expenses were reduced and changes were made in the product mix and in management personnel as part of a comprehensive turnaround plan. Building Supplies Distributor Assisted management in developing and implementing a turnaround plan, obtaining forbearance agreements from the company’s banks, negotiating new credit terms with the major vendors, and reducing operating expenses. Subsequently successfully sold the company to a national competitor with $900 million in sales. Real Estate Developer Restructured the mortgages on several different properties for this troubled regional real estate development firm. Restructuring and settlements included: forming a Collateral Pool and allocating the proceeds from assets as they were sold over time; negotiating several deed-in-lieu of foreclosures; negotiating new payment terms on several mortgages, and offering new collateral in return for partial debt forgiveness. Electrical Contractor – Public Works Implemented a turnaround plan which included: converting large accounts payable into long term notes, some with a discount; restructuring the payment terms on the mortgage financings; negotiating a deferred payment agreement concerning union health and welfare payment obligations; negotiating revised terms on obligations due to the bonding company; reducing personnel; and lowering operating expenses. Cooperative Housing Corp. For this distressed cooperative, negotiated a discounted payoff on the first mortgage held by the Federal Home Loan Mortgage Corp., advised the Cooperative Board on a new $3 million mortgage financing, negotiated debt forgiveness and restructured the terms on the second mortgage, and implemented a cost reduction program with the property manager. Pet Supply Distributor and Retailer Structured a recapitalization plan that included an equity investment, negotiated settlements with certain trade creditors and landlords and the New York State Taxing Authorities, and restructured the secured debt payment terms. Frozen Dinner Manufacturer Negotiated an extension of a Letter of Credit facility supporting the Company’s Industrial Development Agency Bonds. Subsequently was successful in selling the Company and utilizing a portion of the sale proceeds to discount some of the debt. Office Building Developer For this distressed developer, instead of their original plan to do a deed-in-lieu of foreclosure, I negotiated the acquisition of the mortgage financing at a significant discounted while assisting in raising the new mortgage financing and negotiating the terms and conditions. An expense reduction program was also implemented. United States Department of Commerce Awarded one of only four national grants issued by the National Institute of Standards and Technology, a division of the United States Department of Commerce. This grant, awarded in conjunction with the New York City Industrial Technology Assistance Corp., provided funding to provide debt restructuring, turnaround management services, and merger/acquisition services to New York City based underperforming manufacturers. Brooklyn Economic Development Corporation Awarded a grant by the Brooklyn Economic Development Corporation to stabilize the operations of distressed Brooklyn companies. The focus was on restructuring debt and operations to reposition companies to be stabilized employers in their local areas. FINANCINGS Ethnic Foods Manufacturer/Distributor Secured a new $10 million Revolving Credit and Letter of Credit Facility based on a LIBOR pricing benchmark instead of the Prime Rate. The Company’s borrowing costs fell by 25% together with improved terms and conditions. Wholesale Bakery Assisted management in recapitalizing this large regional wholesale bakery. New mortgage financing was secured on the 12 acre, 65,000 square feet facility, the proceeds from which were used to: payoff higher interest rate and higher amortization equipment leases, payoff the more expensive prior mortgage, repay shareholder loans, and the balance of the proceeds used for working capital to finance an expansion of the business. Digital Imaging Company Secured $6 million in new financing which include mortgage financing, a machinery/equipment term loan, and a working capital facility. The Company lowered its borrowing costs and was able to discount some if its existing debt. Specialty Frozen Food Manufacturer Raised $10.4 million in new financing: working capital line of credit, term loan, mortgage financing, and lease financing. The financing was used to acquire the 50% equity interest of one shareholder and to fund a significant expansion and reengineering of its freezing capacity which lowered energy costs while expanding production capacity. Window Manufacturer Advised management in securing $13 million in mortgage financing and $2 million in machinery/equipment lease financing resulting in lower borrowing costs and improved cash flow. Negotiated financing terms and conditions. Cooperative Housing Corp. For this distressed cooperative, negotiated a discounted payoff on the first mortgage held by the Federal Home Loan Mortgage Corp., advised the Cooperative Board on a new $3 million mortgage financing, and negotiated debt forgiveness and restructured the terms on the second mortgage. Electronics Manufacturer Advised management on the acquisition of the Assets and Business of this electronics manufacturer, under Section 363 of the U.S. Federal Bankruptcy Code. Assisted in negotiating the acquisition terms and conditions with the operating trustee, in raising the acquisition financing (senior, mezzanine, and equity financing), and testifying in bankruptcy court as part of efforts to get court approval for the transaction. Food Distributor For this distressed company, negotiated a forbearance agreement with its existing lender and then was able to secure a new $2.5 million working capital facility that included release provisions for the side collateral that was included in the original financing. Recycled Tile Manufacturer Advised management of this start-up recycled tile manufacturer in obtaining $2.5 million in machinery and equipment financing from the New York City Department of Economic Development. Several economic development performance parameters were negotiated with the New York City Mayor’s Office and the City Council as part of securing this start-up debt financing. Also assisted management in negotiating the terms and conditions in raising additional equity from the original shareholders. Catering Group Assisted management in raising both debt and equity financing for the refurbishment of catering facility under a Sub-License Agreement with The New York City Department of Parks and Recreation. Negotiated terms and conditions on the equity and debt offerings and the owner’s employment contract with the new equity investors. Medical Services Group Sourced construction financing and permanent mortgage financing from private lenders under the U.S. Small Business Administration 504 Loan Program for the redevelopment of this medical services group’s headquarters. BANKRUPTCY EXPERIENCE Electronics Manufacturer Advised management on the acquisition of the Assets and Business of this electronics manufacturer, under Section 363 of the U.S. Federal Bankruptcy Code. Assisted in negotiating the acquisition terms and conditions with the operating trustee, in raising the acquisition financing (senior, mezzanine, and equity financing), and testifying in bankruptcy court as part of efforts to get court approval for the transaction. Computer Hardware and Maintenance Company With the support of the secured creditor, the Creditors’ Committee and management, was appointed by bankruptcy court to implement a turnaround plan at this distressed company that had recently $82 million in revenues. Consolidated offices, reduced staff, and lowered operating assets. Ultimately sold the Company’s assets to the management group under Section 363 sale of the U.S. Federal Bankruptcy Code. Home Health Agency Successfully facilitated a sale of the Assets and Business of this pediatric home health agency, under Section 363 of the U.S. Federal Bankruptcy Code, to a national home health organization. Originally had been retained as a special consultant to assess the Company’s viability, the cause of its cash flow deficiencies, and its tax liabilities. Paging Company Advised the equity holders on the sale of the Assets and Business of this paging company, under Section 363 of the U.S. Federal Bankruptcy Code. Identified the buyer and assisted in negotiating all the acquisition terms and conditions including an employment contract for senior management. Also negotiated with secured and unsecured creditors as part of securing court approval for the transaction. Real Estate Developer Regional developer of industrial properties. Advised management on working with the Examiner and negotiating a settlement with its primary secured creditor involving several properties. This that led to a structured dismissal of the bankruptcy filing. Real Estate Holding Company Retained by the Chapter 7 Trustee to provide analytical support to the investigation of this real estate operation that acquired and sold over 100 properties per year and provided mortgage financing through related subsidiaries. Services included development of property and enterprise cash flows, valuation benchmarks for properties and mortgages, analyzing asset recovery opportunities, and providing support to various litigation. National Steel Company Provided analytical support to the Creditors’ Committee. Analyzed alternative plans of reorganization, reviewed the profitability of the different business segments, developed valuation benchmarks for operating business and surplus assets, and developed cash flow projections by business segment. Financial Services and Real Estate Company Provided analytical support to the Equity Committee. Analyzed the plans of reorganization developed by both the Company and the Creditors’ Committee, identifying their impact on the existing shareholders. Worked with counsel in negotiating the Equity Committee’s support for the various proposed reorganization plans. |
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