Daroth provides advisory services to private and public companies as well as financial sponsors. We are experienced in executing transactions in both friendly and unfriendly environments. We work closely with our clients to develop strategies to grow their businesses and to increase shareholder value. We offer our clients financial advisory and financing skills that assist them in identifying, structuring, and concluding transactions. We bring superior innovation, experience and capabilities to each of our clients. Our advisory services include:
Daroth works with its client to analyze the strategic rationale of a merger. We value the securities of all parties involved in the merger and analyze the expected financial impact of the transaction on our client and its shareholders. We also work with our client to negotiate all of the non-economic issues that can impact the success of a merger such as the composition of the board of directors and management team, employment agreements, the form of consideration being proposed in the transaction, and the liquidity which will be available to security holders. We work to identify a pricing mechanism that is appropriate and accomplishes the objectives of our client.
We believe that successful acquisitions are the result of a well-conceived corporate strategy (see Transactions - Buy-Side Advisory). With that as our goal we will assist our clients in planning and implementing a transaction, including the identification of acquisition candidates, or executing a transaction when a target has already been identified.
In order to identify potential acquisition candidates we conduct an extensive analysis of our client’s long-term corporate strategy and undertake a comprehensive search based on our client's strategic, operational and financial criteria. Once identified, these candidates are evaluated to determine which should command the highest priority. Ultimately, we work with our clients to develop a strategy for successfully completing the identified transaction. Daroth is involved in all aspects of the process including due diligence; coordinating the activities of our client's acquisition team; and helping our client perform a thorough analysis of the target's business, competitive position, future prospects, financial condition, management team, customers and legal matters. We determine the value of the target and identify any synergistic benefits that might be realized from the acquisition. We work with our client to develop a pricing strategy and then work with all parties to structure and negotiate the terms of the transaction in order to successfully complete the acquisition. Daroth will also arrange financing if needed to complete a transaction.
Divestures / Sell-Side Advisory
Daroth’s goal is to manage the entire selling process and achieve the maximum valuation for our clients (see Transactions - Sell-Side Advisory). We work with companies that are privately held, publicly traded, and those that seek a partial sale. We have a thorough understanding of the selling process and the complex mechanics and hurdles that are involved in the successful completion of a transaction. We conduct extensive due diligence on our clients and the trends within their markets. We then work with our clients to prepare a selling memorandum, identify and qualify potential strategic and financial buyers, create a competitive buyer marketplace, structure and negotiate the transaction and assist in the financing of a deal if necessary, all the while protecting our client’s confidentiality and minimizing disruptions to our clients' day-to-day operations.
The professionals at Daroth Capital have extensive experience in cross-border mergers and acquisitions, as well as with other types of cross-border transactions. Daroth Capital has established working relationships with several partners in Asia and Europe to extend the reach of services offered to our clients.
Daroth provides valuations and fairness opinions to the board of directors, independent advisory committees or companies we represent that are engaged in acquisitions and divestitures, and those that are assessing restructuring proposals. To prepare our opinion, we conduct rigorous financial and market analysis, and perform thorough due diligence. We are focused on providing objective and fully studied opinions that can be defended in testimony if necessary.
Daroth advises management teams who are interested in executing a buyout of their own company and financial sponsors who are seeking to acquire a company using this buyout technique. We work with our clients to structure a transaction in order to maximize the probability of success and to raise the capital required to finance the transaction.
ESOPs can be an appropriate vehicle for some businesses when the business owner is interested in simultaneously obtaining liquidity and providing employees an opportunity to acquire equity. Daroth works with legal and accounting experts to advise clients on the feasibility of establishing an ESOP, assists in implementing the ESOP, advises on the tax benefits associated with the transaction and provides ongoing support for the ESOP. We also assist in obtaining the transaction financing and rendering the requisite opinions required to close on the transaction. If structured correctly, ESOPs can frequently provide stockholders and investors with superior returns to other types of recapitalization and sale transactions.
Daroth has both the advisory and financing skills needed to advise corporate debtors and financial creditors on reorganizations. We have extensive experience in performing professional valuations (see Valuations and Fairness Opinions) and providing opinions on capital structure issues. We also have the expertise to successfully execute company or asset sales if needed to achieve our client’s goals.
Daroth offers strategic consulting services to financial sponsors, corporations and businesses of all sizes and at all stages of development. Our clients choose to work with us for our experience, our senior level contacts in multiple industries, and our expertise in M&A and corporate finance techniques. We take a long-term relationship-based approach with our clients and work to evaluate the range of strategic alternatives in the context of their corporate objectives, capital structure, their current and future opportunities and competitive positioning. We believe that our experience and business approach allow us to offer unbiased professional advice, which has earned us the trust of our many clients.
Daroth assists private and public companies in preparing for, reviewing and defending against unsolicited takeover attempts. Our takeover defense capabilities include designing and implementing a shareholder rights plan and advising and recommending other defensive measures. We assist our public company clients in successfully addressing unsolicited tender offers, merger proposals and proxy contests. In these situations we advise the board of directors regarding available alternatives and assist in the implementation of the course chosen by the board. The potential responses might include remaining independent, recapitalizing, or negotiating with potential acquirers. As part of our review of the various alternatives, Daroth will analyze and formulate responses to merger proposals, tender offers and proxy contests.
Daroth has extensive experience advising both acquirers seeking to conduct proxy contests as well as companies seeking to defend against proxy contests (see Takeover Defense). We have the knowledge and expertise to advise our clients on how to conduct a proxy contest whether such contest is aimed at gaining control of a potential target company or installing their own board members to increase shareholder value. Daroth also advises listed companies seeking to protect their shareholders against a coercive or below-fair-value offer for their company.
Daroth works with our corporate clients to consider and evaluate value maximization strategies. We take a fundamental approach and work on evaluating everything from investor communications strategies, and optimal capital structures to strategic merger and acquisition strategies.