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Other Commercial & Industrial


VAREL INTERNATIONAL

Restructuring

Company Description:

  • Varel International was the largest independent manufacturer and supplier of drill bits in the global oil & gas market. In addition, the Company provided drill bits to blasthole mining, industrial, construction and water well drilling businesses.

Challenges Faced:

  • As a result of a leveraged recapitalization transaction and a subsequent global drop in drilling demand and rig count due to a decline in oil prices, Varel was in default under it loan agreements.

Solutions Provided by SOLIC Professionals:

  • SOLIC was retained in connection with a restructuring of Varel’s $240 million of debt facilities.
  • Specific advisory support included:
    • An initial review and assessment of the Company’s operations.
    • Assistance in the development of a 5-year financial forecast.
    • Development of a comprehensive analysis of all potential capital restructuring strategies.

Result Highlights:

  • Negotiated with senior and mezzanine lenders to amend the existing credit agreement to provide adequate headroom to the Company during the recovery period, including:
    • Reduction in current pay interest on senior secured credit facilities and mezzanine debt.
    • Extended maturities on senior secured credit facilities and mezzanine debt.

TUBULAR PRODUCTS COMPANY

Investment Banking

Company Description:

  • Based in Birmingham, Alabama, Tubular Products Company (“Tubular”) is a closely-held, family-owned business and a recognized leader in the design, engineering, manufacturing and supply of value-added laser cut carbon steel tubing, fabricated tubular components, and welded sub-assemblies. Tubular’s products are sold into a variety of end markets, including outdoor and power transmission equipment, all-terrain, automotive and other vehicles and reusable coil carriers throughout North America.

Challenges Faced:

  • The equity holders were seeking a sale or recapitalization to provide liquidity and estate planning needs.

Solutions Provided by SOLIC Professionals:

  • Engaged as Tubular’s exclusive financial advisor and worked extensively with Tubular’s shareholders to effectively market the Company to a diverse group of strategic and financial acquirers by (i) illustrating Tubular’s broad product offerings to multiple and diverse end markets, and (ii) highlighting the Company’s value-added processing capabilities that consistently drive high-margin operating performance.
  • Successful marketing process resulted in significant interest in Tubular, whereby SOLIC professionals structured, negotiated and successfully closed the acquisition.

Result Highlights:

  • Tubular Products Company was acquired by Samuel Manu-Tech Inc., a publicly-traded industrial products company that is listed on the Toronto Stock Exchange (TSX: SMT). This transaction allowed SMT to expand its steel tubing operations and further develop its value-added products throughout North America.

PASADENA TANK CORPORATION

Investment Banking

Company Description:

  • Pasadena Tank Corporation (“PTC”) is a closely-held, family-owned business and a leading provider of engineering, fabrication and construction, and repair and maintenance services for aboveground storage tanks (AST). The Company provides these services for customers that produce, process, store and distribute petrochemical products throughout the world.

Challenges Faced:

  • The family that controlled PTC was seeking a sale to provide liquidity and for estate planning purposes.

Solutions Provided by SOLIC Professionals:

  • SOLIC professionals were engaged as exclusive financial advisor and successfully structured, negotiated and closed this transaction.

Result Highlights:

  • The Company entered into a definitive agreement to merge with HMT Inc., a portfolio company of a private equity investor, which provides a suite of products and services to the AST industry through product sales, inspection, repair and maintenance, fabrication, engineering and design, coating and lining. The combination yielded a well-respected, full-service leading supplier to the petrochemical industry.

TENSAR LEASE FUNDING CORP.

Restructuring

Company Description:

  • Tensar Lease Funding Corp. is a special purpose finance vehicle consolidated by Tensar Corporation, a U.S.-based multinational holding Company whose subsidiaries develop and manufacture an integrated suite of construction-related products and services that provide soil stabilization, earth retention, foundation support and erosion and sediment control for infrastructure end-markets.

Challenges Faced:

  • Despite profitable operations, due to the combination of shifting market demand for construction services and the overhang of loan commitments from a prior capital restructuring, Tensar was unsuccessful at addressing imminent debt maturities through refinancing in either the high yield bond market or via a traditional bank debt. As a result, Tensar defaulted under its legacy loan obligations.

Solutions Provided by SOLIC Professionals:

  • Engaged to provide financial advisory services to optimize the Company’s cost of capital, including an assessment of current projection model and business plan, and analysis of capital restructuring alternatives.
  • Key activities included:
    • Evaluating and analyzing the cost of each layer of capital, and advantages and disadvantages under each capital restructuring alternative, including valuation analysis, debt capacity analysis and capital structure modifications.
    • Coordinating with outside legal counsel to prepare contingency plans for a possible in-court scenario, which was ultimately avoided.
    • Successfully negotiating a multi-party forbearance agreement, determining strategic restructuring alternatives, and advanced discussions to achieve a consensual out-of-court restructuring.

Result Highlights:

  • Completed a capital restructuring of $280 million of senior debt and $100 million of subordinated debt.

PROJECT TIME & COST, INC.

Investment Banking

Company Description:

  • Based in Atlanta, GA, Project Time & Cost, Inc. (“PT&C”) is a leading provider of cost engineering and forensic consulting services. The Company provides an extensive array of cost estimating, scheduling, project management and risk assessment services for construction, environmental remediation and nuclear facility projects and forensic engineering services in connection with losses arising from damaged property. The client base primarily consists of federal agencies that are responsible for large, complex construction and environmental projects, as well as insurance companies with significant commercial and residential property portfolios.

Challenges Faced:

  • The founding partners were seeking a sale or recapitalization to provide for liquidity and estate planning.

Solutions Provided by SOLIC Professionals:

  • Engaged as exclusive financial advisors to explore various capital and strategic alternatives including the recapitalization of the Company.
  • Worked closely with the Company’s shareholders and management to identify various liquidity and recapitalization alternatives.
  • In positioning to a diverse group of potential acquirers, successfully highlighted (i) the unique growth opportunities in providing cost engineering and forensic consulting services to the Federal government and the insurance industry, as well as (ii) the Company’s leadership position within its core markets.

Result Highlights:

  • SOLIC professionals secured Hancock Park Associates as a strategic investor in PT&C, acquiring a majority interest in PT&C and providing substantial liquidity to its founders.

JIFFY LUBE INTERNATIONAL / HEARTLAND AUTOMOTIVE SERVICES

Restructuring, Investment Banking

Company Description:

  • Heartland Automotive Services, Inc. (the “Company”), the largest franchisee of Jiffy Lube service centers, operated approximately 440 quick-oil-change stores in major markets.

Challenges Faced:

  • The Company experienced declining profitability resulting from increasing competition, changing automotive service requirements, and negative press related sales of unnecessary services.
  • The declining profitability and operating trends forced the Company to seek bankruptcy protection.

Solutions Provided by SOLIC Professionals:

  • Served as financial advisor to the unsecured creditors’ committee led by Blackstone as the Company’s largest mezzanine lender.

Result Highlights:

  • SOLIC professional facilitated the following restructuring initiatives:
    • Responsible for negotiation of a significant up-front funding from the Company’s franchisor and primary oil company allowing for a $40,000 “re-imaging” of each of the 440 Heartland Jiffy Lube outlets.
    • Negotiated the Company’s new oil contract, the single largest cost component in the Company.
    • Negotiated the Company’s franchise agreements with Jiffy Lube leading to significant improvements in operating performance.
    • Negotiated the Company’s senior lender credit facilities.
    • Identified and elected a new management team.
    • Orchestrated the final plan of reorganization thru which the largest unsecured creditor (Blackstone) became the Company’s largest equity holder
  • The Company subsequently emerged from Chapter 11, executed a performance improvement plan and ultimate successful sale to Sun Capital.

AMERICAN CADASTRE, LLC

Investment Banking, Distressed Sale

Company Description:

  • American Cadastre, LLC (“AMCAD”) is a developer of software that automates and streamlines state and local government document recording and filing processes with three primary software platforms: Justice (Courts), Land Records, and Managed Services.

Challenges Faced:

  • Shortly before SOLIC’s engagement, a notable private equity firm made a majority investment to drive growth in AMCAD’s Justice software platform. Due to unforeseen project delays and cost over-runs, the loss of a major client, and fraudulent billing practices, the Company’s financial profile quickly deteriorated, leaving insufficient liquidity to continue operating on a going-concern basis.

Solutions Provided by SOLIC Professionals:

  • Performed an Initial Review & Assessment of the Debtor and provide strategic alternatives that would prevent a Chapter 7 liquidation and maximize recovery on behalf of the Lender via a sum-of-the-parts valuation/sale approach.
  • Developed a list of qualified, potential purchasers of the Debtor’s assets and effectively market such assets until an asset purchase agreement is executed.
  • Developed a detailed 13-week cash forecast to project and monitor liquidity through the solicitation of the Debtor’s assets.
  • Served as financial advisor to the Debtor during Chapter 11 Bankruptcy process, assisting in: (i) the negotiation of bankruptcy related matters with outside constituents, including creditors and their advisors, and (ii) developing and negotiating the use of cash collateral and DIP financing.
  • Facilitated an auction and sale process of the Debtor’s remaining assets during the Chapter 11 Bankruptcy.

Result Highlights:

  • SOLIC professionals, in tandem with the equity sponsor, facilitated the shut-down of the Justice platform, allowing for sufficient liquidity to market the remaining businesses/assets.
  • The Debtor filed for Chapter 11 protection to facilitate and consummate an asset purchase agreement to sell substantially all of the Debtor’s assets pursuant to §363 of the Bankruptcy Code.
  • SOLIC professionals completed an expedited sale of the Debtor’s assets which resulted in a full recovery to the Senior Lender with excess distributions available for unsecured creditors.

ALEXIN, LLC

Investment Banking, Private Placement

Company Description:

  • Alexin, LLC was a newly organized company, formed by a team of highly regarded aluminum re-melt cast house operators, to build and operate a state-of-the-art aluminum re-melt billet casting facility near Ft. Wayne, Indiana.

Challenges Faced:

  • Alexin was a start-up Company, so attracting institutional capital was dependent on articulating the investment thesis, validating product demand, construction timeline and relevant skills and experience of the management team.

Solutions Provided by SOLIC Professionals:

  • SOLIC professionals served as exclusive financial advisor and placement agent, preparing and distributing all solicitation materials, identifying, screening and soliciting over 50 lenders and approximately 150 institutional investors and strategic partners and assisted company in obtaining forward purchasing contracts to mitigate demand risk.

Result Highlights:

  • As a result, Alexin successfully raised $43 million in start-up capital including $13 million equity private placement, a $15 million term loan and a $15 million revolving credit facility at an attractive, below market, cost of capital.

CONVERGENT RESOURCES INC.

Investment Banking

Company Description:

  • Convergent Resources Inc. (“CRI”) was a leading provider of outsourced Accounts Receivable Management (“ARM”) services with specialized expertise in consumer accounts in the utility, credit card, telecommunications and healthcare industries with over $100 million of annual revenues.

Challenges Faced:

  • CRI’s equity sponsors had facilitated the build-up of the Company over a seven-year period and were seeking liquidity for their investment.

Solutions Provided by SOLIC Professionals:

  • Retained to explore a sale or recapitalization of the Company on behalf of its private equity sponsors.

Result Highlights:

  • Orchestrated a competitive solicitation process resulting in a successful sale to Silver Oak Business Services Partners.

NEONOVA

Investment Banking

Company Description:

  • NeoNova was a subsidiary of Digitel Corporation and provided outsourced ISP (Internet Service Provider) capabilities to independent rural telephone and cable service providers. NeoNova had approximately $10 million in recurring net revenues and a loyal base of independent phone company clients.

Challenges Faced:

  • Digitel was seeking a sale of NeoNova in order to provide liquidity for its other operations.

Solutions Provided by SOLIC Professionals:

  • SOLIC professionals marketed the company to a targeted group of ISP hosting providers and regional telecom and related investors, highlighting the ability to leverage NeoNova’s highly scalable platform, recurring revenue, sizable subscriber base and relationships with independent telephone companies as well as opportunities to significantly reduce fixed operating expenses.

Result Highlights:

  • NeoNova was sold to Azure Capital which was building a platform of service companies supporting the independent phone market for $18 million, realizing 4.0x gross profit.

SELECT STAFFING

Investment Banking

Company Description:

  • Select Staffing (”Select”) is one of the 10 largest temporary staffing firms in the industry, with annual revenues in excess of $1.5 billion, more than 300 offices located throughout the U.S., and over 10,000 customers.
  • Select acquired Tandem Staffing Solutions, Inc. (“Tandem”), a leading provider of temporary staffing services to the light industrial, logistics and manufacturing sectors of the U.S. staffing industry.

Challenges Faced:

  • Tandem was owned by Cerberus Capital, who had retained a sell side advisor to monetize its interests.

Solutions Provided by SOLIC Professionals:

  • SOLIC professionals acted as exclusive buy-side financial advisor on the transaction, providing valuation analysis, an assessment of contingent liabilities and negotiating the terms of the transaction.

Result Highlights:

  • Select was successful in its acquisition proposal for Tandem.
  • The acquisition allowed the Company to expand its geographic market coverage in the U.S., gain new client relationships, and acquire new management talent critical to continuation of the Company’s rapid growth.

HOTLINKHR

Investment Banking

Company Description:

  • HotlinkHR was a provider of a hosted human resources on-boarding, training and human resources compliance solution. Their product is a fully hosted solution that automates human resources tasks and assists employers in complying with federal and state requirements through forced processes.

Challenges Faced:

  • HotlinkHR had developed a successful niche with West-Coast automobile dealers but was seeking to partner with a well-capitalized business software provider to expand distribution on a nationwide basis and fund additional functionality.

Solutions Provided by SOLIC Professionals:

  • Acted as financial advisor and worked extensively with HotlinkHR’s stakeholder to effectively market the Company to a diverse group of potential acquirers, highlighting (i) HotlinkHR’s proprietary methodology, (ii) the demand for reduction of litigation risk, and (iii) one of the most comprehensive compliance tools in the industry.
  • Successfully structured, negotiated and closed this sale transaction.

Result Highlights:

  • After a competitive solicitation process, HotlinkHR was acquired by Kip Prahl Associates, LLC.

MACTEC, INC.

Restructuring

Company Description:

  • MACTEC, Inc. is an engineering solutions firm providing planning, permitting, design, development, construction management, operation and maintenance, demolition, remediation, and re-development services.

Challenges Faced:

  • The Company had grown rapidly and was experiencing significant liquidity challenges as a result of not having adequate project accounting and billings controls in place.

Solutions Provided by SOLIC Professionals:

  • Retained as the exclusive advisor to the senior secured lenders to restructure the Company’s $147 million senior bank debt, including a forbearance agreement and full restructuring.
  • Identified the infrastructure weaknesses (i.e., policies, procedures, and information systems) to manage the risks associated with MDC projects.
  • Reviewed MDC project contracts containing “milestone” payment arrangements but not payable until completion of a future stipulated task.
  • Reviewed controls related to Engineering and Consulting divisions’ project costs, risk management, cost overruns, and quality control.
  • Identified candidate for President of MDC.

Result Highlights:

  • Modified the existing Borrowing Base formula to include a more appropriate advance against MDC work-in-process;
  • Modified “Adjusted EBITDA” definition to more narrowly define permitted add-backs;
  • Evaluated capital restructuring alternatives for senior lenders, including impact on debt leverage, control issues, and likely recovery;
  • Negotiated a pay-down and reduced maturity; and,
  • Achieved materially higher pricing combine with risk reduction for the senior secured lenders.

INFRASOURCE SERVICES, INC.

Investment Banking

Company Description:

  • InfraSource Services, Inc. (“InfraSource”) was a leading provider of infrastructure services for electric power, gas, and telecommunications intensive industries in the U.S. InfraSource designed, built, and maintained transmission and distribution networks for utilities, power producers, and industrial customers. The InfraSource companies that provided end-to-end T&D solutions with nationwide resources, experience, and knowledge included Dashiell, M. J. Electric, Transmission Services (formerly Maslonka), Underground Services, Engineering (including REALTime Utility Engineers and Technology) and Blair Park/Sunesys.

Challenges Faced:

  • The equity holders of InfraSource were seeking a sale or recapitalization to provide liquidity to its founders.

Solutions Provided by SOLIC Professionals:

  • Served as financial advisor to InfraSource in negotiating its sale to Quanta Services, Inc.
  • Previously served as financial advisor to InfraSource on the sale of one of its divisions.
  • Also previously retained by Company to help grow the business through acquisitions.

Result Highlights:

  • InfraSource was acquired by Quanta Services, Inc. (NYSE: PWR) in a $1.47 billion all-stock transaction. Through the acquisition of InfraSource, Quanta created one of the largest specialty contractors in the U.S., with more than $3.2 billion in revenue and a market capitalization in excess of $3 billion. With its enhanced resources, expanded geographic footprint and broader service portfolio, the combined company is well-positioned to profit from anticipated increases in spending on electric power, gas and telecommunications infrastructure.

REVIEW VIDEO LLC

Investment Banking

Company Description:

  • ReView Video LLC was a global distributor and value-added service provider for a full suite of conferencing and collaborative communications products in the audio, video, web collaboration and VoIP markets in the U.S. and U.K. Alpine Investors, a leading growth oriented private equity firm, had invested in ReView Video and worked closely with management to execute a strategic plan that included expanded product and service capabilities and international growth.

Challenges Faced:

  • The Company’s institutional investors were seeking liquidity from their investment in ReView Video.

Solutions Provided by SOLIC Professionals:

  • SOLIC professionals acted as exclusive financial advisor to ReView Video and its shareholders, which included the control investor, Alpine Investors.
  • In connection with marketing the Company to a diverse group of strategic and financial acquirers, SOLIC professionals:
    • Demonstrated the high growth potential of the VoIP sector of the Information Technology Supply Chain industry, and ReView Video’s ability to capitalize on that growth; and
    • Showcased ReView Video’s unique attribute as the last remaining independent, Polycom products distributor in the U.S., with meaningful market share.

Result Highlights:

  • SOLIC professionals’ marketing process generated significant interest in ReView Video and resulted in Review Video being acquired by Westcon Group, Inc., a leading specialty distributor in networking, convergence, security, and mobility equipment, in an all cash transaction which met the needs of the selling shareholders. As a result of the transaction, Westcon is now one of the largest global distributors of Polycom equipment.

CLEARPOINT RESOURCES, INC.

Investment Banking

Company Description:

  • ClearPoint Resources, Inc. (“ClearPoint”) was a workforce management solutions provider that provided temporary staffing and vendor management solutions. ClearPoint is also known for its project-based staff augmentation service which includes full service project solutions, executive search and permanent placement services, contract recruiting services and short- and long-term hourly-based assignments. The Company operated through a network of 29 branches with over 3,500 field associates.

Challenges Faced:

  • ClearPoint had changed business models, de-emphasizing its traditional industrial staffing operations and seeking to develop a leading vendor management services platform to serve as master procurement vendors for staffing services for large corporations. The shift in business models had negatively impacted the Company’s growth.

Solutions Provided by SOLIC Professionals:

  • SOLIC professionals acted as financial advisor to ClearPoint, assisting the company in negotiations with selected strategic acquirors.

Result Highlights:

  • Executed a targeted solicitation process, resulting in successful merger with Terra Nova Acquisition Corporation (OTCBB: TNVA).

Representative experience includes transactions led by SOLIC professionals at predecessor firms