Willamette Management Associates analysts routinely serve as independent financial advisers to assist clients in the following transactions:
We provide the following financial opinions to provide comfort to the transaction participants:
Mergers and Acquisitions
We provided financial advisory services for the acquisition of a privately held, upscale, mid-priced restaurant company with over 400 locations across the United States. We prepared a transaction valuation analysis that was used by a corporate acquirer to negotiate and finalize the acquisition. Following the acquisition, we estimated the fair market value of a noncontrolling equity ownership interest for purposes of a related-party sale transaction. Our financial advice involved an analysis of (1) the company's multiple restaurant concepts, (2) the expected lifecycle of each restaurant concept, and (3) the company's competitive position in each market.
Going Private Transactions
We provided financial advisory services related to the going private transaction for a mid-size public communications company. Our transaction opinion was used to set the offer price to acquire the stock owned by the public shareholders. Our transaction analysis included the valuation of the company's (1) incumbent local exchange carrier (ILEC) wire line company, (2) emerging wireless company (including a cellular division and a PSC division), and (3) broadcasting company. Our transaction analysis also involved the valuation of specific intangible assets held by the wireless company, including its FCC licenses.
Demutualization Transaction Opinions
We provided a valuation analysis and transaction opinion for the demutualization of a major life insurance company. The principal issue in the demutualization related to the allocation of the subject IPO proceeds among the various classes of member policyholders. We also provided expert testimony with regard to the demutualization transaction.
ESOP Employer Stock Purchase Transactions
A successful ESOP sponsor company received an unsolicited offer from a public corporation to acquire the employer company. The ESOP trustee retained us to prepare an independent fairness opinion related to the transaction. Our independent financial adviser's fairness opinion concluded that the proposed acquisition transaction was fair to the ESOP from a financial point of view.
We were retained by a large medical malpractice insurance company to render a fairness opinion regarding the sale of substantially all of the company assets to a competing malpractice insurer. The selling company operated as a mutual insurance company-that is, it was owned by the insured physicians. The terms of the transaction called for an acquisition price payout over time. The payout formula was based on a mutually agreed upon surplus value at the closing date. This asset acquisition transaction required the approval of the state department of insurance.
We performed a solvency opinion related to a publicly traded technology company that received a friendly takeover offer from another public corporation. Our solvency analysis provided assurance to the client company board of directors that the target corporation was still solvent after consideration of the effects of the proposed acquisition debt.
We performed various solvency analyses for a super-luxury resort development company. These solvency opinions were relied on by the corporation board of directors in (1) dividend policy decisions, (2) new financing decisions, (3) new business formations, and (4) subsidiary divestitures.
Adequate Consideration Opinions
A hotel industry employer corporation formed an ESOP. The founding family members sold 100 percent of the corporation common stock to the ESOP trust. We analyzed the price and the deal terms, and we issued a fairness opinion to the ESOP trustee. The opinion provided comfort to the trustee that the ESOP did not pay more than fair market value for the employer corporation stock.
Fair Market Value (Private Inurement) Opinions
A not-for-profit professional association entered into a series of agreements to outbound license its trademark and trade name. We performed a fair market valuation related to the series of trademark license royalty rates. We concluded that the not-for- profit entity was receiving fair royalty rates with respect to the trademark license agreements. This opinion provided comfort to the client board of directors that the license agreements did not result in private inurement or excess benefits.
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