M&A Deals

REPRESENTATIVE DEAL LIST
 
Sale of C&M Fine Pack, Inc. (November 2009)
Significantly responsible for conducting 3 seperate due diligence processes for the sale of this $120 million Japanese owned food packaging manufacturer.
 
Asset write-off  (August 2006)
Generated $3.9 million pre-tax write-off of impaired assets At C&M Fine Pack, Inc. 
Identified extent of impairment in accounts receivable (uncollectible amounts) and reviewed write-off with company’s bank and independent audit firm. Received waiver of bank covenant violations and reported financial results.
 
Sale of Transit Care, Inc. (November 2005)
Prepared Company Profile Book, identified potential buyers, received four offers for the purchase of this $6.0 million window manufacturing operation.  Entered into standstill agreement, led due diligence effort and completed sale transaction.
 
Sale and privatization of Pacer Technology (August 2003)
Handled public reporting, management presentations to potential buyers, negotiation, due diligence support, contract review and finalization of sale to insider for privatization of company.
 
Negotiation of complex legal settlements (2001 to 2002)
* Contract dispute at termination—Southern California Training Council.
* Derivative suit filed by former officers—James Munn and Robert Cavazos.
* Dispute at cancellation of distribution agreement—Benelux Model Industries.
* Dispute over termination of real estate contract—The Saywitz Company.
* Dispute over termination of employment— Former Managing Director of Pacer, Ltd. UK.

Product line divestitures (June and September 2001)
Handled $19 million in divestitures (38% of Pacer's sales). Handled negotiation, due diligence support, recording and reporting transaction, and subsequent rightsizing at Pacer after sales completed.

Managed divestiture of California Acrylics product line in 6/2001 for $500,000 and 145,000 shares of Pacer Common stock (4.5% of outstanding shares) that produced $1.0 million non-cash loss (write-off of Goodwill).
 
Managed sale of Cook Bates product line in 9/2001 that produced $1.2 million gain.
 
Reverse stock split (November 2000) 
Negotiated with NASDAQ and performed 1-for-5 reverse stock split to prevent NASDAQ delisting when stock price fell below $1. 
Shareholders approved proposal at annual meeting of shareholders. Contracted with transfer agent to reissue new / retire old stock certificates and to pay shareholders for partial shares held after reverse split.
 
Asset write-off (March 2000)
Generated $3.1 million pre-tax write-off of impaired assets. 
Identified extent of impairment in accounts receivable (uncollectible amounts) and inventories (obsolete and unsaleable items) and reviewed write-off with company’s bank and independent audit firm. Received waiver of bank covenant violations and reported financial results.
 
Purchase of 43 stores from Albertson’s Inc. (May 1999)
Purchase price included: 
$94.4 million for land, buildings, and equipment…$39.6 million for inventories on hand at closing… $13.3 million assumption of capitalized lease obligations.

Allocated proceeds of $450 million issuance of 10.75% Senior Notes (due 2006 under Rule 144A of Securities Act of 1933) to:
Retire all 9% and 11% Notes and fund early redemption premiums of $18.7 million… Acquire assets and inventories of 43 stores… Pay $4.5 million in financial advisory services… Pay other transaction fees and expenses.

Conversion of Common Stock to Preferred Stock (March 1996)
Allocated proceeds of $100 million offering of 9% Senior Subordinated Notes to:
Redeem Series B Preferred Stock for $69.4 million... Pay accrued dividends due from Series B Preferred stock for $4.6 million… Obtain consents from holders of company’s 11% Senior Notes due 2001… Permit issuance of 9% Notes for $4.9 million… Pay related fees and expenses.

Purchase of $60 million in stock (50% ownership) held by Craig Corporation (March 1994)Option included feature allowing for conversion of 50,000 shares of Common stock for 693,650 shares of 10.5% Series B Preferred stock. Funded purchase through offering of $165 million of 11% Senior Notes due 2001. Allocated proceeds to:
 Eliminate $75.5 million in 9.8% Senior Notes (including payment prepay penalty)… Retire $12 million in bank loans… Payoff a $9 million revolving credit line… Pay $20 million in dividends on Common stock held by Craig Corporation.