Commodore Advisory Partners LLC
Experience + Ideas + Judgment

Problems Solved

"We want to acquire a business, but we don't have any capital."

We have had great success working with management teams and entrepreneurs seeking to acquire a business.  We developed a unique process for both securing and financing the acquisition that maximizes the probability of completion and the ownership interest retained by management.  

In early 2004, we were introduced to a management team that was completing a turnaround assignment for another company.  They wanted to keep their team together and, more importantly, find a vehicle to build a larger company.  We advised the team in their search for a target, helped them secure an exclusive agreement to acquire the business, and arranged financing for the transaction.  Start to finish, they closed on a transaction less than one year after our initial meeting.  

"We've tried to sell the business, but the auction process failed - twice."

We hear this statement often from the owners of companies with EBITDA of less than $10 million.  Businesses in this size range do not have the same appeal for the broad auction process that most of our competitors recommend.  

We developed a process to reposition the transaction in a way that dramatically increases investor interest in the transaction.  The process is also faster and provides greater certainty for the seller before the process begins.  

In 2008, we met the owner of a small restaurant chain.  He had retained advisors twice in the past who attempted traditional auction sale processes with no success.  We recognized that a catalyst was needed in order to generate the appropriate investor interest.  We paired the company with the former CEO of a client who completed the picture.  In August 2008, we negotiated an exclusive agreement to acquire the company, arranged private equity financing and closed the transaction in the fourth quarter of 2008, one of the most difficult financing markets in recent history.  

"We just received an offer from a large shareholder/director, what do we do now?"

Transactions with related parties require special handling, whether the company is public or private, to insure that all parties are treated fairly.  In addition, if the company is public, proper process and through analysis is essential.   

In 2004, our client, a small capitalization public company, received an investment proposal for $20 million from a company controlled by a director.  We assisted the company in negotiations with the investor while simultaneously evaluating other financing alternatives available in the market.  We issued a fairness opinion for the transaction and ultimately defended our opinion and the board's decision in court when the process was challenged by another large shareholder.  

"We're a public company, but it costs more than it is worth."  

Publicly-traded companies with market capitalization less than $250 million shoulder the heavy burden of public disclosure while not receiving the broad shareholder support and research coverage expected.  In these situations, we have assisted the management and board of directors in an evaluation of alternatives that often results in a transaction, or a plan for a future transaction, that either alleviates the issues hindering market acceptance or removing the company from the public markets.  

In early 2008, we were retained by a public company with a market capitalization of less than $50 million to evaluate strategic alternatives.  We quickly analyzed a full range of alternatives and realized that all alternatives were enhanced by being private rather than public.  We recommended a two stage process in which the company de-listed from the public markets followed by a private financing transaction.  The company de-listed in early 2009 (avoiding the expense of the year-end audit) and completed a $15 million financing transaction in August 2009.  

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