Please see the complete descriptions of our Corporate Transactions services below:

Corporate Transactions

Merger & Acquisition Advisory Services

Our team of seasoned advisors provides our clients a high level of personal attention. We deliver insights that are the product of many years of experience and current market intelligence.

• Divestitures- Proven and disciplined processes are employed to consistently drive value for our clients. Our research tools and methodologies identify and deliver previously unidentified potential buyers. We approach every negotiation with a win-win mentality that produces value and increases the likelihood of a completed transaction for our clients.
• Acquisitions - We help our clients define growth strategies, identify opportunities and execute acquisitions. Our disciplined planning process and research methods consistently deliver valuable results. Each project is customized to meet client needs and strategy.
• Management Buyouts - We work with management and shareholders to complete the acquisition of family owned businesses by either existing or new management teams. Shareholders are provided with a liquidity event and most often are satisfied that the corporate culture will be retained. Management team incentives are properly aligned with shareholder value accretion.
• ESOP Transactions
  
  ESOP Conversions - For businesses in need of an ownership transition plan, the existing management team and the employees are frequently the best solution. An employee stock ownership plan (ESOP) with its unique tax advantages may result in a more attractive financial package to the sellers than other alternatives. An ESOP can be executed in such a manner that it allows the owner to retain management control of the business. A well-executed ESOP can provide an attractive exit for the owners of a company and create significant incentives for the employees to continue to grow the business.
  
  The ComStock Advisors team helps business owners explore the feasibility of an ESOP. We provide valuations and identify financing options. We coordinate the team of experts needed to address tax and administration issues and structure the transaction.
  
  Existing ESOP Companies - Existing ESOP companies are faced with a unique set of opportunities and challenges. The ComStock Advisors team assists existing ESOPs with tax efficient acquisition strategies. Acquisitive ESOPs can provide sellers with unique tax advantages, providing unique advantages during the negotiation process.
  
  As ESOP companies mature, it is extremely important to monitor the structure of the ESOP and to adapt to legislative changes, repurchase liability issues and employee benefit issues.
  
  ComStock Advisors helps ESOP companies:
  
  • Identify and evaluate ESOP structure issues
  • Define and execute acquisition strategies
  • Analyze and address repurchase obligations

Capital Formation Services

• Recapitalizations & Leveraged Buyouts - ComStock Advisors' clients benefit from our consistent connection to the private capital marketplace. The combination of our market intelligence, strategic perspective and diligence provides our clients with attractive options for recapitalizing their business. Recaps can take many forms including leveraged buyouts and minority or majority investments.
• Refinancing & Growth Financing - Our advisory team works diligently with our clients to develop a high quality request for a proposal (RFP) and disclosure document. We distribute RFP's to a broad network of providers which may include commercial banks, commercial finance companies and subordinated debt providers. We evaluate proposals, assist with negotiations and coordinate due diligence.

Fairness Opinions & Valuations

Corporate boards, trustees, buyers and other parties often need fairness opinions for mergers, buybacks, divestitures, acquisitions, reorganizations and large stock purchase transactions. ComStock Advisors' extensive experience valuing companies and their underlying securities provides our clients with the expertise needed for the most complex transactions. Our fairness opinions not only include a valuation of the company but also look at the structure of the transaction and the form of consideration which can include cash, notes, warrants and other equity securities.

Other issues of relative fairness may also be addressed, such as debt pricing, employment agreements and non-compete agreements. We also review the relative fairness to different shareholder groups or classes.

• Going Private Transactions - Many times the cost of remaining a publicly traded company is so excessive that becoming a private company may be the best alternative for shareholders. When a company has fewer than a certain number of shareholders, it may no longer be required to report with the Securities and Exchange Commission (SEC).
  Common transactions that give rise to "going private" transactions include:
  
  • A tender offer to purchase all or most of a company
  • A sale or merger of assets to another company
  • Reverse stock splits
  
  
  ComStock Advisors works with boards of directors and management to determine the appropriate price to utilize in consummating these transactions.
• Reverse Stock Splits - ComStock Advisors has been called upon both by controlling interest shareholders and minority interest shareholders in these situations. When representing the company, we determine whether the price and terms of the buy-out are fair and adequate. In situations where companies have consummated these transactions at values less than fair market value, we work with attorneys and shareholders to exercise their appraisal rights.
• Equity Conversion - We partner with clients to change their capital structure with the goal of making the company's capital structure more stable. Often clients convert one class of stock into multiple classes of stock for succession planning purposes and for minimizing gift and estate taxes.
• Shareholder Redemptions - Oftentimes there are limited opportunities for minority shareholders to liquidate their stock. We have worked with several boards of directors to establish the appropriate price to create liquidity for their shareholders. Often, reducing the number of extended family shareholders is an indirect benefit to our closely held clients.
• Bankruptcy - ComStock Advisors' professionals have provided financial advisory services to banks and other major secured and unsecured creditors and equity holders. We perform financial reviews of Plans of Reorganization and the valuation of underlying tangible and intangible assets and liabilities of the company.