Negotiated used rail transaction between Spanish supplier and South Korean buyer. Cross-border transaction contract value of $118M. Supplier satisfied demand of 30,000 MT of rail per month on 12 month contract with 3 year option.
Isotec & Partners – Eastern Europe Tank Car Production
Planned $200M project for variable gauge tank cars to transport Oil from Kazakhstan to Poland. Russian oil shipments to China being a competitive project concern. Tank car manufacturing in Eastern Europe critical to Isotec & partners energy plan. Built systems to monitor railcar vital statistics and transmit via satellite to logistics center.
Lear Siegler Services, Inc. – Acquisition Financing
Lear Siegler Services, Inc. was a leading service provider to the U.S. military as well as to foreign government agencies. In September 1997, LSI was purchased by the Carlyle Group whose other defense industry interests included EG&G Technical Services; and consolidated the two companies. Citicorp Securities arranged and structured a $100,000,000 Senior Secured Credit Facility to facilitate the acquisition.
Specialty Foods / Campbell Soup – Spin-off Restructuring
In a tax free spin-off of its non-core food group Specialty Foods, (a wholly-owned subsidiary of Campbell Soup Company) with well known brand names, manufactures and markets high quality branded convenience food products serving over 60 countries. The Company was spun-off from its parent in 1997 to focus more on its food businesses. It will also allow SF direct access to debt and equity markets to finance expansion and growth opportunities that were not previously explored while under Campbell. Funding consisted of a $750 million five year senior unsecured revolving credit facility.
Hays Wheels International, Inc. – Acquisition Financing
Hayes Wheels ranked as one of the world's preeminent wheel producers, accounting for 40% of the U.S. wheel market; with its most promising growth coming from the expanding global market for aluminum wheels. In March 1996 Hayes Wheels agreed to merge with another southeast Michigan-based auto supplier, Motor Wheel Corp., in a transaction valued at $1.1 billion. The merger created one of the largest wheel and brake producers in the world, an employer of 4,800 workers in eight U.S. plants with foreign operations in Italy, Spain, Japan, Mexico Venezuela, Brazil, Thailand, and the Czech Republic.
Citicorp was a Co-Agent on the $645 Million Senior Secured Credit Facilities.
Schneider S.A. Acquisition of Square D. Co.
Schneider offered to buy Square D for $78 per share in cash or $2.3 billion, but Square D rejected the bid stating it was inadequate. Square D also sued Schneider, claiming that the proposed acquisition would violate antitrust regulations. Schneider intended to finance the transaction with cash on hand and bank borrowings. Square D was already rumored to be involved in merger discussions. Analysts felt Schneider’s offering price could rise by 10% to 20%, if a hostile takeover battle ensued.
Whitman Corporation / Pet Inc. – Spin-off Restructuring
Whitman spun-off its Pet subsidiary for $1.8 billion based on a share price of $15.63. Shareholders received one share of Pet for every Whitman share they held. In anticipation of the spin-off, Whitman restructured its major food operations, splitting them into 3 divisions. Note: Whitman is now known as PepsiAmericas after diversifying by acquiring Pepsi Coal General Bottlers, Inc. in 1970 and merging with PepsiAmericas, Inc. in 2000. Whitman was originally chartered as the legendary Illinois Central Railroad in 1851.
Mogollon Oil Capital Raise and Libyan Crude Sale
Private capital funding and purchase /sale arrangement for the shipment of a 1 million barrel per month, 3 year contract for Libyan sweet crude for U.S. sale. Capital requirement of $25M. Secured $2 million in capital (debt & equity financing) and arranged for expansion and development of an oil and gas service company in the Bakken oil shale play. Led advisory and negotiation effort for both debt & equity capital raise.
Ecodisel Ecuador has a planned construction of a 168 MW Heavy Fuel Oil Thermoelectric Power Plant in the Province of Santa Elena, Ecuador; and has signed an extendable 8-year Power Purchase Agreement contract with National Value Added Distributor CATEG to supply 124.5 MW at a tariff of $0.060/KWh, which includes Variable Production Cost reimbursement. Per governmental decree, Ecodisel will also collect a monthly “Installed Capacity Payment” in the amount of $5.70 per available KW through CENACE (National Electricity Administrator). Strong demand and lack of energy supply the key driver.
Diamond XL Energy
In 2007 BCP retained to provide restructuring and strategic advisory services relating to the proposed acquisition and build-out of the waste to energy patented pyrolyzer electricity generation system and related technology. A business to business (BTB), business to local govt. (BTLG) and business to military model (BTM); it will encompass multiple major markets and generate strong global demand. DE offers a dynamic environmental, energy and technology business model driven by: powerful patent pending technology & R&D capabilities, strong product demand, large markets, seasoned management and compelling legislative & regulatory support.
Retained in 2007 to advise and secure $5 million of acquisition financing required in a very tight time window. Priority Energy had no assets, nor any operating history. Our primary advice was to have one of the founders of PE to refinance his considerable sized mortgage loan on his residential property in a very upscale part of California. This would have provided enough cash funds to facilitate the acquisition.
Mitsubishi Heavy Industries
Proposed & establish $200M joint venture with Mitsubishi Heavy Industries, Isotec, etc. for the purpose of building wind farms, which included a planned $400M project for Wind Farms in Austria consisting of four (4) and eight (8) Megawatt Wind Generators - also, a special windmill blade machining equipment was designed and built.
Westinghouse (Savanna River)
Developed Special CNC machining and gauging center to decommission military assets and to redeploy assets as new system. Major operational effort to realign military assets fundamental to long-term strategic plan.
Cyber Networks, Inc. (C4 Technologies)
A dynamic start-up infomediator, parallel search engine technology company. In its first four years CNI had built a solid position as the Web’s “best kept secret” for searches, building loyalty primarily with experienced Internet users. By presenting the best and fastest results from all of the Web’s leading search engines at once, CNI grew to register some 9 million page impressions per month – without the benefit of active marketing. BCP advised and evaluated on strategic partnering and acquisition proposals (which included SONY].
BioGenesis Technologies Corp. – Strategic M&A
New Jersey based environmental remediation concern. Brownfield and industrial contamination cleanup operation in need of working capital and growth capital. In 2000, BTC pursued a strategic investment and initiated discussions with major global chemical company BASF through their US subsidiary, BASF USA. Proposed a $20 million strategic equity investment whereby BTC would establish a vertical strategic relationship with re to the supplying of chemicals.
An insurance industry technology solutions provider. The company developed a unique software technology platform that would significantly reduce the operating costs and improve agent efficiency for the insurance industry. A first-mover Applications Service Provider (ASP) and distribution channel (Agent) for insurance/annuity/investment fund products on the Internet (similar to E-Trade for the securities industry).
A “personalized” real estate search portal that offers the property seeker the most convenient platform for locating a home, comparing properties, and connecting with real people in the community. A large opportunity exists because there is not one place where the property seeker can access a broad view of available properties (including for sale by owner listings) and connect with real people in the neighborhood. Listings are scattered and duplicated across MLS’s, broker websites, newspapers and on various portals. There’s no real ability to interact with the local community. This makes a thorough search painful, inefficient and incapable of satisfying personal preferences. A strategic financing is the preferred funding option.
AT&T’s Acquisition of NCR
In 1991, American Telephone & Telegraph acquired NCR in a stock swap valued at a sweetened $110. 74 per share, or $7.9 billion. NCR shareholders received 2.839 shares of AT&T stock for each NCR share held. The deal included an extra 6.3 million NCR shares sold to Capital Group. This offer was made after several revisions to the original offer, including a hostile tender offer of $90 per share in cash, were rejected. NCR increased its poison pill trigger to 20%, and took steps to protect itself in the proxy fight that AT&T launched to take control of the board. AT&T only succeeded in gaining 4 seats on the board. Eventually, AT&T and NCR settled amicably on the stock swap transaction.
England Hospital & Healthcare Projects (2007-2008)
Total project cost of $275 million. Financial Advisor and Architectural Consultant (8 months) on England’s multimillion Private Financial Initiative (PFI) to fund and structure the financing of major hospital and healthcare projects via Government and Corporate Pension Funds. Negotiated directly with General Electric Corporation and Siemens Corporation on leasing major medical equipment on behalf of British Government. Consulted on architectural, technical & mechanical systems, energy savings, maintenance cost & reduced infection rate.
Canadian Healthcare Projects (2007)
Shouldice Hernia Centre Surgical Repair Facilities: a $7.2 million, 30 acre, 32,000 square feet project. Financial Advisor and Technical Consultant to Canadian Government (4 months) on Phase I of a multimillion medical campus development project. Private Financial Initiative (PFI) to fund and structure the financing of project via Government and Corporate Pension Funds. Negotiated directly with General Electric Corporation and Siemens Corporation on leasing major medical equipment on behalf of Canadian Government. Consulted on technical & mechanical systems, energy savings, maintenance cost & reduced infection rate.
Specialty Hospital Facility in Puerto Rico (2007)
Advised on physical plant, medical equipment and support services for $9.5 million, 33,000 square feet specialty hospital for the diagnosis and treatment of Alzheimer’s & Dementia. The first hospital of this type in Puerto Rico, cost items included: land fees, site development, facilities development, utilities & equipment cost. Advisory services also extended to negotiating with private sector companies in Puerto Rico to support the project with pension funds, subjected to government approval.
Mexico Special Clinic Projects (2000-2001)
Mexico – La Fern Women’s Clinic: Numerous locations (14) at 2,500 square feet at a cost of $120K per location totaling $1.6 million. Financial Advisor (9 months) to La Fem (a new rural medical specialty clinic concept – needed to address the cultural resistance to large institutional hospitals) on securing Government and Corporate Pension Funds to build special clinics for women and children. Advised, developed & structured creative financing solutions to overcome risk-averse & restrictive financial polices & procedures. Consulted on new medical services concept using basic building plans; resulting in expanded dental, vision & general treatment (including pharmacy services).
Reese Air Force Base 1997 [B.R.A.C. Project]
Established in 1941, the Reese Air Force Base in Lubbock, TX was a 2,500 acre air force base that trained over 25,000 of the best military pilots over a 50 year period. In 1995, Reese AFB was listed on the base closure list as part the B.R.A.C. initiative. The Lubbock Reese Redevelopment Authority, comprised of local government and business leaders were formed to take control of the base property with the goal of economic development and job creation. Mr. Williams was hired as Executive Director to successfully convert the Reese Air Force Base into the Reese Technology Center (“RTC”). RTC is identified as the most rapid and successful redevelopment of a closed military base in history according to the Department of Defense & U.S. Air Force.
Argentina 540 MW Power Plant Project (2010)
Client has strong relationship with Argentina and has mandate to secure up to $800,000,000 (USD equivalent) for building of a 540 MW combine cycle power plant in Santa Cruz. Client in the process of securing 12 year renewable PPA with Govt. to provide much needed electricity. Natural Gas and Steam Turbine Engines will be provided by project partners TOTAL S.A. and GE Energy, respectively. Argentina will collateralize debt portion via pledge of commodities & natural resources.
Media & Telecommunications:
Time Warner Inc. Financial Restructuring
Time Warner is the world’s third-largest media conglomerate behind Walt Disney and News Corporation, with operations spanning television, film, and publishing. Through subsidiary Turner Broadcasting, the company runs a portfolio of popular cable TV networks including CNN, TBS, and TNT. As well as offering a multiplicity of media brand properties such as: Warner Bros. HBO, People, Time and Fortune magazines. Throughout 1996, Citicorp Securities, through its Global Media and Communications Dept. provided ongoing financial strategies and restructuring advice which included: analyzing TW’s bank market capacity; evaluate refinancing alternatives for the Turner Bank Debt; enhance the capital structure; and discuss a strategy for managing their debt fixed/floating position.
Matsushita Electric Industrial Acquisition of MCA Inc.
Matsushita Electric Industrial MCA in a deal valued at $5.7 billion. MEI paid $66 per share in a cash tender offer and assumed an additional $1.4 billion of MCA debt. MEI also paid MCA CEO Lew Wasserman $327 million in 8.75% preferred stock with annual dividends of $28.6 million for his 4.9 million shares. The offer closed with 97% of the stock tendered. MEI conditioned the offer on a 50% acceptance level and the simultaneous spin-off of MCA’s WWOR-TV.
Merrill Lynch Capital Partners Acquisition of United Artists Theatre, Inc.
Merrill Lynch Capital Partners, Inc. reached an agreement to acquire the motion picture exhibition business and certain non-theatre assets of United Artists Entertainment Company in partnership with the senior management group of the business. The transaction was structured as two separate acquisitions: United Artists Theatre Circuit ($536.5 million) and United Artist Realty Company, Inc. ($144.5 million). The transaction was treated for tax purposes as a purchase and sale of assets (a Section 338 (h) (10) election).
Tricon Global Restaurants, Inc. – Spin-off Restructuring
On October 6, 1997, the worldwide operation of KFC, Pizza Hut and Taco Bell (the “core” restaurant businesses) became an independent, publicly owned restaurant company known as Tricon Restaurants, Inc. through a spin-off from its parent, PepsiCo, Inc. The spin-off was affected to allow the restaurant group to focus solely on the restaurant business and the three leading well-recognized brands. It also allowed PepsiCo to focus on growing their beverage and snack food business. In conjunction with the spin-off, Tricon made a $4.5 billion leveraged dividend payment to PepsiCo, reflecting an amount approaching PepsiCo’s tax basis in Tricon. Funding consisted of a $5.25 billion bank credit agreement comprised of a $2 billion senior unsecured Term Loan Facility and a $3.25 billion senior unsecured Revolving Credit Facility which matured on October 2, 2002.
InnerCityMedicine Networks, LLC, (ICMN) is a minority owned & operated healthcare content production-distribution, and advertising company headquartered in Harlem. The goal is to provide reliable and actionable healthcare information available to the population.
Real Cosmetics (USD 3M)
RC is a west coast based company with a dynamic, compelling concept and product line that is focused on global women’s skin tones that have been ignored by the cosmetics industry for decades. The Company (led by a strong CEO/leader) generates website sales and the products have sold in Sephora and Nordstrom in the past. There is a rapidly growing market demand for prestige ethnic beauty products and growing buying power. The product and concept are on target with ethnic consumers’ needs and a market that many companies are actively trying to capture. The Company has achieved recognition in the market among consumers, press and retailers. Growth capital is needed to further increase market share.
Astonish Education: K-12 Software Startup Seeking Series A Round for Technology & Content Rollout
A Long Island based company established for the purpose of providing dynamic K-12 software technology application and teacher training services designed to: optimize the learning potential of students, enhance the efficiency & productivity of teachers and parental engagement. The technology-based solution, described as the Five Pillars of Transformation, is a comprehensive integrated solution provided by no other company or reform initiative. The Company delivers an integrated and highly coordinated products and services offering to transform entire K-12 school systems as well as engaging Sponsors as part of the overall value package offered to school systems. The Company has invested five years to test, research, and refine its products & services and seeks $12 million to fund content development and preparation for soft launch.
Corn Products International – Spin-off Restructuring
In February 1997, Corn Products Corp. (CPC) announced a plan to spin-off its corn refining business to existing shareholders in a tax-free transaction. The motivation for the spin-off was to give both CPC & CPI the focus, flexibility and resources needed for faster growth of sales, volumes and profits. It focuses CPC as a packaged-goods that will concentrate on its more lucrative foods business (especially overseas) by removing the distracting swings in the erratic corn refining business. CPI’s corn refining operation (one of the largest in the world) was viewed positively by investors because of its pure-play status and promising prospects in Latin America (40% of total earnings last year, including Brazil, Argentina & Mexico). Funding consisted of a $350 million Revolving Credit Facility to CPI.
Kasper A.S.L., Ltd. Financial Restructuring
Kasper A.S.L. Ltd. Is a marketer and manufacturer of women’s suits and sportswear. The company’s brands include Albert Nippon, Anne Klein, Kasper and Le Suit. In 1997 Kasper (formerly Sassco Fashions, Ltd.) underwent a financial restructuring of which a $100 million Senior Secured Revolving Credit Facility was provided by a consortium of banks which included Citicorp Securities.
Avon Products, Inc. – Structured Financing
Avon Products, the world’s top direct seller of cosmetics and beauty-related items, and a leading global brand. Avon has about 6.5 million independent representatives in 105 countries and territories. In 1998, the Branded Consumer Dept. of Citicorp Securities structured and placed $59 million of TABS for the purpose of providing more liquidity for the company’s operations and strategic plan.
Corsair Merchant Partners – Pending Transactions
Revolutionary & Integrated Waterjet and Slotted Pipe Manufacturing Company
Client has recently developed a revolutionary system utilizing their industry leading waterjet cutting technology for producing slotted Liners for use in “enhanced well recovery” in tight bound gas and oil reserves such as tar sands, heavy shale oil and “fracking” wells. Total capital requirement is $40 million. The revolutionary patented non-linear slot profile has many advantages to oil & gas recovery companies: 1) increased strength in both compression and torsion, 2) the slot profile results in greater than 50% more open area, 3) oil & gas companies can now achieve lower installation cost, install longer horizontal runs, drill less wells, and recover more product in a shorter time. The ever increasing demand for “enhanced well recovery” will drive dramatic growth for this company now and far into the future. Corsair is merchant banker and financial advisor to client.
Southwest Deep Water Development
Proposed $500 million Southwest Deep Water Development Project. Required equity investment of $25 million for southwest region development of a significant new source of water to be sold to local municipalities and the state at 20,000 acres per year. The estimated required hydroelectric power production exceeds 50 megawatts. Corsair is financial advisor to client.
Double RR Technologies & Development
Corsair proposal to purchase existing U.S. airfield for $30 million and transform into Rail Transloader, Education & Job Training Center, Data Center Technology and Green Energy Technology Operation. Developing existing assets represents a strong combination of economic, strategic and operating advantages. Expect to secure a combination of economic, technological, infrastructure, trade & tax drivers and benefits. Total project cost expected to exceed $50 million. Corsair is merchant banker and financial advisor on the project.
Dynamic & Integrated US Railcar and Railroad Company
Client developing tank car and railcar manufacturing and leasing operations to facilitate the cost effective crude-by-rail transport of energy products, chemicals and general goods & services. Client’s innovative, immediate, short- term and long term solution is AAR compliant. Phase I & II total capital requirement is $170 million. Energy manufacturers require the ability to safely ship a substantially greater amount of crude oil, raw materials, commodity or product to refineries (and/or rail terminals) on a more frequent basis given the level of demand and transport economics. Current rail transport, crude-by-rail, and rail removal system capacity cannot meet or satisfy this demand. Moreover pipeline infrastructure to deliver crude to market has not been built quickly enough to keep up with growing production. Corsair is merchant banker and financial advisor to client.