Raising Capital
For a capital raise, you need both discipline and creativity to be successful.
Our team – with its experience and contacts around the world – can provide both.
Our clients seek to raise capital for a variety of reasons, including:
- Funding or jump-starting a growth initiative
- Pursuing a strategic acquisition
- Finding a strategic partner
- Expanding the shareholder base
- Increasing the equity component of the balance sheet
- Improving trading performance for a public company / preparing a private company to go public
- Shareholder diversification / monetization
In approaching a capital raise assignment, our team pursues the following steps:
- A thorough review of the client’s business, financial status and strategic prospects
- A rigorous quantitative and qualitative evaluation of a wide range of transaction alternatives and transaction structures
- Identification of the key investment highlights for potentially interested investors
- Identification of the key issues – and potential responses – that might inhibit potentially interested investors
- A review of the legal, tax, regulatory and other factors that might affect a transaction
- Analysis of the likely investor universe – global as well as domestic, unconventional as well as conventional – and the best approach for each
- Preparation of the marketing materials, and assistance with refining a management presentation and data room
- Approach to the investors – negotiation of confidentiality agreements, initiating and pursuing contact with key decision makers
- Managing a process tailored to achieve our client’s specific objectives – whether achieving a competitive dynamic, minimizing dilution, closing quickly, etc.
- Assistance the client through due diligence, in the negotiating / structuring process and through the closing of the transaction
M&A - Sale of a Company
With extensive experience selling companies ranging in value from $10 million to $10 billion, DelMorgan’s professionals are among the best in the world at running a sale process that is designed to maximize value and certainty of closing.
A company may decide to sell for a variety of reasons:
- Impending strategic challenges may make this an opportune time to sell
- Potential (or actual) third-party interest from possible acquirers
- Desire of the shareholders to diversify or monetize their investment
- Natural organic evolution of the business (e.g., reaching a plateau)
- Need for more capital to reach the next level of success
- Compelling synergies available in the case of a business combination
- Change in the marketplace among competitors and/or customers
- Change in the marketplace regarding valuation of comparable businesses
- Desire for a shift in the shareholder base (owners, management, etc.)
- Life cycle / estate planning / tax / partnership considerations (for individuals owners or for fund sponsors)
Regardless of the rationale, few decisions can be as stressful – and as consequential – as the decision to sell a company. At DelMorgan, we are acutely conscious of the value that can be unlocked by a successful sale, and the value that can be destroyed by a poorly run process. Our professionals have deep experience in running successful sale processes for a wide variety of companies around the world. This experience gives us the discipline to manage a sale process designed to minimize the disruption to our clients’ companies. Equally importantly, our experience teaches us that only a tightly run sale process will produce the highest value and the greatest likelihood of closing for our clients.
M&A - Acquisitions and Divestitures
There is perhaps no business activity in which the value of having a seasoned and effective professional team can be as significant and as obvious as in M&A. It can often be the difference between success and failure. DelMorgan’s professionals, with their decades of experience in M&A of all types, provide our clients with just such a team.
No aspect of business has been more popularly misunderstood – and more unfairly maligned – than mergers and acquisitions. Yet a successful M&A transaction, whether through an acquisition or a divestiture, can be the key to unlocking the true potential of a company, or making the quantum leap to the next level of profitability and success.
With extensive transactional experience in hundreds of situations across dozens of countries, the DelMorgan team is preeminently qualified to assist our clients in the broad range of M&A transactions. Our seasoned professionals remain actively engaged with our clients from start to finish in the execution of the transaction.
Some of the distinctive features of DelMorgan’s approach to M&A include:
- Beginning with a clear understanding of the client’s business and the overarching strategic goals
- A rigorous analysis of the strategic alternatives – including the M&A transaction – and the value creation that may result
- A candid assessment of the potential pitfalls – in the strategy and in the transaction execution process – and ways to manage them
- A process that is tailor-made to the specific client situation and objectives
- A thoughtful approach to all the parties who may be involved in the transaction, their interests and their motivations
- Active engagement with potential counterparties through all phases of the transaction (marketing and persuasion, information exchange and due diligence, negotiation and closing)
- An aggressive approach to identifying and pursuing potential synergies in pursuit of a “win/win” transaction, which can be the basis for true value creation
- A truly global approach to every transaction – reflecting DelMorgan’s expertise in cross-border transactions, our relationships around the world and our comprehensive approach to every engagement
- Managing a process tailored to achieve our client’s specific objectives – whether achieving a competitive dynamic, minimizing dilution, closing quickly, etc.
- Managing a process tailored to achieve our client’s specific objectives – whether achieving a competitive dynamic, minimizing dilution, closing quickly, etc.
Restructuring Advisory
DelMorgan professionals have extensive experience providing strategic and financial advice to corporations, boards of directors, investors and creditors involved in distressed transactions and special situations.
The DelMorgan team assists clients involved in distressed, bankruptcy and restructuring situations in many critical areas, including:
- Distressed Mergers and Acquisitions: In- and Out-of-Court
- Chapter 11 / 363 Sales
- Out-of-Court Transactions / Assignments for Benefit of Creditors / Workouts
- Debt and Equity Restructuring, including Loan Amendments and Waivers
- Procuring DIP and exit financings
- Capital Raising: Debt and Equity
- Restructuring and Reorganization Plan Advisory
- Business and Securities Valuation
- Sale of Distressed and Non-Core Corporate Divisions and Assets
- Special Situations Advisory
- Creditor Representation
- Valuations and Expert Testimony
We pride ourselves on our unparalleled track record of solving complex issues and implementing innovative and expeditious solutions that maximize value and address the needs of all constituencies. We also have the capability to execute cross-border/international restructurings.
Shareholder Relations / Hostile Defense / Unsolicited Acquisitions
The best way for a public company to avoid hostile activity is to prepare for it, and DelMorgan provides a thoughtful, structured approach to do so.
If a company finds itself in the middle of a proxy fight or takeover attempt, it takes a special kind of advisor to help navigate towards a successful outcome.
DelMorgan, with its intellectual firepower and relentless dedication, can be that advisor – because each decision can mean so much, and often in such situations there are no second chances.
- Being a public company in today’s world entails a lot of pressures, and the pressure to be seen to be focused on shareholder value can be one of the most intense. Opportunistic investors and shareholder activists can have different agendas, and hostile defense can be a priority. Conversely, corporate managements can sometimes become entrenched and lose sight of their shareholders’ interests, in which case outside pressures may be beneficial.
- At DelMorgan, we believe the best defense is a good offense. A company is much less likely to be attacked for failing to focus on shareholder value if it does indeed focus on shareholder value. We advise preparation and initiative for companies well before they show up on any the screen of any corporate raider or shareholder activist. Through a “shareholder relations” assignment, DelMorgan works with the public company to assess its long-term business strategy, evaluate strategic options, review (and if appropriate augment) takeover defenses, improve shareholder communications, analyze the shareholder base, and prepare a report for the client’s board of directors or management team on the company’s inherent valuation, trading performance and strategies for managing future issues.
- When a company is targeted by an unsolicited acquisition offer, a proxy fight or any form of shareholder insurgency, DelMorgan is among a very small group of institutions worldwide with the experience, temperament, know-how and dedication to mount an effective hostile defense. Success often depends upon having an advisor who has been through similar situations, can respond instantly and around-the-clock, and can handle the complex financial and legal issues involved. For our clients who find themselves in these situations, DelMorgan can be that advisor.
- On the other hand, we believe that companies ultimately exist to benefit their shareholders, and not the reverse. Our team’s track record in hostile defense is matched by an equivalent success rate in unsolicited acquisitions. DelMorgan’s clients – by taking advantage of the lessons we have learned from our experience combined with our sensitivity to the public markets and our creative inspiration – can avoid the frustration of having a seemingly compelling message ignored by targets, shareholders and the public.
Strategic Financial Advice
Regardless of whether there is likely to be a transaction in the near term, DelMorgan remains open to establishing relationships and providing advice to a great variety of individuals and businesses.
We are committed to establishing long-term relationships with the business leaders of tomorrow, and we believe that we will prosper as we help them to prosper.
Sometimes the most value-creating assignments are those that do not fit neatly in a box. At DelMorgan, we believe the essence of our services lies in the strategic and financial advice that we give to our clients. If a potential client is facing a difficult decision or looking for some advice from an independent third party, DelMorgan can bring its experience and resources to bear to provide a fresh strategic assessment. Even if there is no transaction imminent, we are committed to our clients, and we can often structure the engagement in a cost-efficient manner.
Special Committee Advisor
A Special Committee is often formed to protect the interests of both the shareholders and the directors.
At DelMorgan, we work closely with all parties – the Special Committee, the Board, the management team, and the other financial and legal advisors – to ensure the process functions smoothly, the record is pristine, and the right decisions can be made.
Very often a company has the need to form a Special Committee to protect the interests of independent shareholders or others in the case of a possible conflict of interest. These situations can be simple and straightforward, or they can be extremely delicate.
- DelMorgan’s professionals have decades of experience advising Special Committees on billions of dollars of transactions. We understand very clearly our role, the role of our client, and the broader context in which our engagement is occurring. The depth of our involvement in each engagement depends on the particular situation. It can range from running an entire transaction to merely expressing an opinion on someone else’s work, and everywhere in between.
- Regardless of the degree of our involvement, we take our responsibility to the Special Committee very seriously – for giving professional advice of the highest standards and integrity, and for establishing a record that will provide the right protections for the members of the Special Committee in the future.
Fairness / Valuation Opinions
DelMorgan provides clients with the unimpeachable analytics, reputational credibility and rapid turnaround time for a world-class fairness opinion or valuation report.
Our team — with its experience and contacts around the world — can provide both.
Complex financial problems require complex financial solutions. Very often a transaction, a company, an asset or a liability may be difficult to describe, no less to value. Even when it can be described and modeled, the determination of actual value is frequently art as much as science, depending on an arcane knowledge of discount rates and betas, controversies about methodologies, familiarity with comparable companies and transactions, and experience in applying valuation techniques and utilizing them in the real world.
- Our professionals have been intimately involved in the preparation and delivery of fairness and valuation opinions to companies, boards of directors, boards of trustees and other interested parties in every capacity, from in-depth financial analysis and the preparation and delivery of the opinions themselves, to serving on (and chairing) fairness committees at a number of globally recognized investment banks. This experience has included providing formal fairness and/or valuation opinions in connection with an overwhelming majority of the transactions listed on our Transactions page.
- Whether a client is looking for a valuation opinion or a fairness opinion, DelMorgan has professionals with a long history of providing high-quality valuation analyses and fairness opinions in a wide range of circumstances and in a fast and highly responsive manner.
Placement Agent Services
For a capital raise, you need both discipline and creativity to be successful.
Our team — with its experience and contacts around the world — can provide both.
All capital raising and related securities services are offered through registered representatives of Globalist Capital LLC, a registered broker-dealer and member of FINRA and SIPC. Prospective clients of DelMorgan seeking capital raising or related securities services must enter into a client engagement agreement with Globalist and DelMorgan. The services offered by DelMorgan and its affiliates (other than Globalist) are limited to corporate financial advisory services and other non-securities advisory services. For further information, please contact Neil B. Morganbesser, Chief Executive Officer of Globalist.
- A thorough review of the client’s business, financial status and strategic prospects
- A rigorous quantitative and qualitative evaluation of a wide range of transaction alternatives and transaction structures
- Identification of the key investment highlights for potentially interested investors
- Identification of the key issues – and potential responses – that might inhibit potentially interested investors
- A review of the legal, tax, regulatory and other factors that might affect a transaction
- Analysis of the likely investor universe – global as well as domestic, unconventional as well as conventional – and the best approach for each
- Preparation of the marketing materials, and assistance with refining a management presentation and data room
- Approach to the investors – negotiation of confidentiality agreements, initiating and pursuing contact with key decision makers
- Managing a process tailored to achieve our client’s specific objectives – whether achieving a competitive dynamic, minimizing dilution, closing quickly, etc.
- Managing a process tailored to achieve our client’s specific objectives – whether achieving a competitive dynamic, minimizing dilution, closing quickly, etc.
In approaching a capital raise assignment, our team pursues the following steps:
- Funding or jump-starting a growth initiative
- Finding a strategic partner
- Expanding the shareholder base
- Improving trading performance for a public company / preparing a private company to go public
- Shareholder diversification / monetization
Our clients seek to raise capital for a variety of reasons, including: