Case Studies

Transaction Advisory for Middle Market Metals Processor

J.S. Held Acquires GLI Advisors, Strengthening Our Construction Project Support Services in the Western US and Hawaii

Read More close Created with Sketch.
Home·Transaction Advisory for Middle Market Metals Processor

The Situation

Metal processing/scrap industry. $ 1+ billion revenue. $200 million debt. Provided buy-side advisory services for a middle-market transaction.

  • A 100+ year-old, privately held company seeking growth through acquisitions in an uncertain economy.
  • The acquisition target company was identified; however, the target was potentially on the verge of severe financial distress.
  • The seller stipulated a definitive closing date for the transaction, which was less than 60 days away.
  • The buyer sought an independent advisor to assess the target company and provide due diligence support in a timely and cost-effective manner.

How We Advised

Our experts were engaged to assist in assessing the structure of the acquisition and valuation, develop a measurable working capital component embedded in the offered purchase price, and lead the negotiations and due diligence process to a timely close

  • Estimated valuation by assessing historical performance, non-recurring events, performance enhancement opportunities, environmental risks, estimated synergies, and real & personal property appraisals.
  • Determined impact on working capital between annual GAAP financial statements and interim non-GAAP financial statements.
  • Evaluate the Seller’s proposed structure of Working Capital measurement and escrow amounts.
  • Identify and assess debt obligations, including capital leases and any third parties where the Seller was a guarantor.
  • Monitor the Seller’s borrowing base reporting and loan compliance with its credit facility.
  • Successfully led the transaction process to close on the target within the targeted price range.
  • Successfully completed the transaction within 60 days.
  • Negotiated a working capital methodology favorable to maximizing cash realization within 90 days after closing.
  • Quantified amounts and terms of multi-tiered escrow as indemnification for working capital, environmental, and other reps/warranties.
  • Ensured sale proceeds would be sufficient to pay off Seller’s debt obligations, with a remaining balance sufficient for escrow and satisfactory to Seller’s expectations in closing the transaction.

Key Contact

Dan F. Dooley, CTP 
Senior Managing Director 
Strategic Advisory Practice 
+1 603 660 8952 
[email protected] 

Related Practice Areas

> Transaction Diligence and Support 
We partner with investors as trusted advisors to expertly navigate the challenging deal and investment climate. Our operational expertise is blended with an array of industry experiences, financial acumen, and technical knowledge to deliver unparalleled enterprise analysis to our clients. We leverage decades of transactional experience to understand each client’s unique situation, allowing for keen insights into diligence issues and the simplification of complex business operations. 

 

> Investor Solutions and Corporate Performance Improvement 
We help organizations and investors unlock enterprise value through operational excellence, strategic execution, and informed decision-making. Whether navigating a merger or acquisition, scaling through hypergrowth, or turning around underperforming assets, our experts deliver hands-on, results-driven support across the investment lifecycle. 

Our Experts