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I NTRODUCTION TO B RENTWOOD C APITAL A DVISORS D ECEMBER 3, 2003

I NTRODUCTION TO B RENTWOOD C APITAL A DVISORS D ECEMBER 3, 2003. O VERVIEW OF B RENTWOOD C APITAL A DVISORS. BCA F OCUS. Partner-owned and NASD-licensed investment bank founded in 1999. Private placement and financial advisory assignments.

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I NTRODUCTION TO B RENTWOOD C APITAL A DVISORS D ECEMBER 3, 2003

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  1. INTRODUCTIONTO BRENTWOOD CAPITAL ADVISORS DECEMBER 3, 2003

  2. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS BCA FOCUS • Partner-owned and NASD-licensed investment bank founded in 1999 • Private placement and financial advisory assignments • Focused transaction ranges: $10 million to $100 million • Represent proven business models and management teams • Background on BCA professionals: • Over $6 billion in completed financing and advisory assignments • Over 80 years of combined industry experience with leading regional investment banks and law firms FINANCIAL ADVISORY PRIVATE PLACEMENTS • Sell/Buy-side M&A Services • Fairness Opinions • Leveraged Buyouts • Leveraged Buildups • Recapitalizations • Early to Late-Stage Equity • Subordinated Debt • Senior Debt

  3. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS BCA PROFESSIONALS • BCA Professionals and Experience: Kevin Murphy – Managing Partner (19 Years of Industry Experience): • Head of Private Capital Group, SunTrust Equitable Securities • Co-Head – Capital Markets Group / Senior Vice President, Wachovia Corporation Tom Wylly – Senior Partner (26 Years of Industry Experience): • Co-Head – Corporate Finance Group, J.C. Bradford & Co. Gentry Barden – Partner (17 Years of Industry Experience): • Managing Director and Head of Nashville Office, McDonald Investments, Inc. • Managing Director and Co-Head of M&A, J.C. Bradford & Co. • Partner, Bass Berry & Sims (Nashville Law Firm) Nick Carteaux – Vice President (Eight Years of Industry Experience): • Associate – Investment Banking Group, SunTrust Equitable Securities Jack Harrington – Vice President (Eight Years of Industry Experience): • Vice President – Merchant Banking, Nelson Capital Corporation Jonathan Smith – Associate (Three Years of Industry Experience): • Analyst – Investment Banking Group, Robert W. Baird & Company

  4. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS BCA DELIVERS: “Credibility . . . Proven Track Record” BCA’S TRANSACTION EXPERTISE • Optimal capital structures • Relationships with leading capital sources • Extensive transaction track record • Deep market and segment expertise • Objective advice • Proper market positioning • Highly competitive processes • Creative persistence in closing transactions PRIVATE EQUITY SUBORDINATED DEBT SENIOR DEBT FINANCIAL ADVISORY

  5. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS SELECTED RECENT TRANSACTIONS – PRIVATE PLACEMENTS DentalCare Partners, Inc. Symbion, Inc. • Leading dental practice management company offering a full range of general and specialty dental services • Operates dental and orthodontic practices within Sears Dental and DentalWorks locations • Raised $22.5 million in acombination of Senior and Subordinated Debt financing • Leading operator of surgery centers providing surgical procedures across many specialties • Raised $40 millionin Subordinated Debt from DLJ Investment Partners and existing investors • Proceeds provided capital for growth and acquisitions Senior / Subordinated Debt Financing Growth Financing

  6. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS SELECTED RECENT TRANSACTIONS – PRIVATE PLACEMENTS Prime Office Products, Inc. Psychiatric Solutions, Inc. • Leading nationwide network of office distributors for small and medium-sized commercial businesses • Raised $17 million in Senior Debt from PNC Business Credit: (i) $15 million revolver; and (ii) $2 million secured term loan • Proceeds refinanced existing credit facility and provided capital for growth and acquisitions • Leading provider of behavioral healthcare services • Raised $25 million PIPE financing from Oak Investment Partners, Salix Ventures and Brown Brothers Harriman • Raised $20 million of Subordinated Debt from Brown Brothers Harriman’s 1818 Mezzanine Fund Senior Debt Financing Growth Equity

  7. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS SELECTED RECENT TRANSACTIONS – PRIVATE PLACEMENTS Surgical Alliance Corporation HealthEssentials Solutions, Inc. • Leading provider of geriatric healthcare services • Raised $12 million in Senior Debt from Healthcare Business Credit Corporation to fund future working capital needs • Sponsored by Bruckmann, Rosser & Sherrill, a $770 million, New York-based private equity fund • Develops, acquires and manages specialty surgical hospitals through physician partnerships • Experienced management team consisting of former executives and co-founders of OrthoLink Physician’s Corporation • Raised $15.6 million in Preferred Equity from Wachovia Capital Partners and Noro-Moseley Partners Growth Equity Senior Debt

  8. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS SELECTED RECENT TRANSACTIONS – PRIVATE PLACEMENTS / FINANCIAL ADVISORY KEYS Group Holdings LLC Century Foods International, Inc. * • Privately held nutritional supplement contract manufacturer headquartered in Wisconsin • Served as exclusive financial advisor to the company - performed extensive auction process • $115 million transaction • Strategic Sale to Hormel Foods • Leading provider of “at-risk” youth services • Going private transaction of Children’s Comprehensive Services • Provided merger and acquisition advisory services regarding the purchase of Children’s Comprehensive Services • Raised $10 million of Preferred Equity from Harbert Corporation and Red River Capital Change of Control Equity Strategic Sale * Transactions managed by BCA professionals while at predecessor firms.

  9. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS SELECTED RECENT TRANSACTIONS – FINANCIAL ADVISORY Psychiatric Solutions, Inc. Psychiatric Solutions, Inc. • Leading provider of behavioral healthcare services through freestanding psychiatric hospitals • Provided Fairness Opinion for PMR transaction (valuation of transaction and PSYS common shareholder consideration) • Leading provider of behavioral healthcare services through freestanding psychiatric hospitals • Provided Fairness Opinion for PIPE transaction (valuation of PSYS equity securities) Fairness Opinion Fairness Opinion

  10. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS SELECTED RECENT TRANSACTIONS – FINANCIAL ADVISORY Children’s Comprehensive Services * The Potomac Group, Inc. / MedifaxEDI * • Leading provider of “at-risk” youth services • Served as exclusive financial advisor to the company in response to unsolicited offer • $70 million transaction • Strategic Sale to KEYS Group Holdings LLC • Leading provider of medical eligibility transaction services • Advised Board of Directors on sale of healthcare information services company to Crescent Capital Investments • $117 million transaction • Provided a Fairness Opinion in connection with the transaction Strategic Sale / Fairness Opinion Fairness Opinion * Transactions managed by BCA professionals while at predecessor firms.

  11. $15,600,000 $25,000,000 Surgical Alliance Corporation Psychiatric Solutions, Inc. Private Equity PIPE Financing September 2002 February 2003 $12,000,000 $20,000,000 Undisclosed HealthEssentials Solutions, Inc. Psychiatric Solutions, Inc. Psychiatric Solutions, Inc. Senior Debt Subordinated Debt Fairness Opinion May 2002 July 2002 April 2002 OVERVIEWOF BRENTWOOD CAPITAL ADVISORS RECENTLY COMPLETED TRANSACTIONS AND CURRENT ENGAGEMENTS $22,500,000 $40,000,000 $17,000,000 • Since January 1, 2002, BCA has completed: • Eight financing transactions, raising $162.1 million for its clients, or approximately $20.0 million per transaction; and • Two financial advisory assignments • Active engagements ($345.0 million in transaction value): • Distribution Company: • $270.0 Million (Senior Debt and Subordinated Debt) • Tax Software Provider: • $75.0 Million (Senior Debt, Subordinated Debt and Equity) • Behavioral Health Residential Treatment Center: • Undisclosed (Sell-side Advisory) • Medical/Surgical and Psychiatric Hospital: • Undisclosed (Sell-side Advisory) DentalCare Partners, Inc. Symbion, Inc. Prime Office Products Senior and Subordinated Debt Subordinated Debt Senior Debt September 2003 July 2003 May 2003 $10,000,000 KEYS Group Holdings, LLC Private Equity January 2002

  12. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS THE COMPANY WE KEEP HEALTHCARE SERVICES EDUCATION / TRAINING BUSINESS SERVICES / OUTSOURCING DISTRIBUTION / LOGISTICS CONSUMER / RETAIL MEDIA / COMMUNICATIONS

  13. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS WORKINGWITH PORTFOLIO COMPANIESOF AND SELLING SECURITIESTO LEADING INSTITUTIONAL INVESTORS REPRESENTATIVE PRIVATE EQUITY AND SUBORDINATED DEBT FUNDS

  14. OVERVIEWOF BRENTWOOD CAPITAL ADVISORS BCA’S ADVISORY BOARD • BCA’s Advisory Board is comprised of experienced operators who are highly knowledgeable and respected within select industry verticals • BCA’s Advisory Board, consisting of the following businessmen and women, assists in due diligence and industry-related research: • Bob Dupuis, Bluestar & Axonn • Rock Morphis, Surgical Alliance & Heritage Health • Ed Nelson, Nelson Capital • David Bartholomew, Staffmark • Barbara Cannon, Celeris • Paul Christians, Prime Office • Michael Cote, SecureWorks • W. Earl Reed, Allegro Group • Cartter Patten, Patten & Patten • Don Taylor, American Healthways • Ed Wissing, American HomePatient REPRESENTATIVE INDUSTRY VERTICAL EXPERTISE

  15. MARKET OVERVIEW SENIOR DEBT CAPITAL MARKETS • Senior debt landscape continues to change • Commercial loans – personal financial statements and guaranties • Corporate loans: • Market is improving • New participants • Banks marginally more expensive Status Lower Middle-Market Middle-Market Upper Middle-Market Large Corporate Loan Type Asset-based Stretch piece Last-out-senior Asset-based Cash flow Last-out-senior Cash flow “B” term loan High yield Public bond Cash Flow $5 to $15 million $15 to $30 million $25 to $50 million $50 million +

  16. MARKET OVERVIEW SENIOR DEBT FINANCING PARAMETERS Funding: Facility At Close Structure: Cash Flow Asset-Based Advance Rates: 85% A/R 50% 90% Inventory 40% Term Loan: 60% Fixed Assets 0% 30% Airball 0% 5 Years 364 Days Revolver Maturity: 7 Years 1 Year Term Loan Maturity: Bullet 2 Years Amortization: P+5% or LIBOR + 600 P or LIBOR + 200 Interest Rate: 2% 0% Commitment Fee: 2% 0% Facility Fee: Many None Covenants:

  17. MARKET OVERVIEW SUBORDINATED DEBT CAPITAL MARKETS • Companies with cash flow greater than $10 million have multiple sources • Mezzanine funds • Insurance companies • SBICs • Current competitive environment favors issuers • Significant amount of capital seeking to be deployed • Target rates of return have been lowered • Additional flexibility being shown (prepayment penalties, fees, etc.) • Subordinated debt lenders are offering “revolver-like” facilities • Draw on commitments as needed • Pay closing fees on amounts drawn • Unused fee similar to senior debt revolver • Interest-only pricing available to companies with EBITDA greater than $20 million • Cash coupon typically 12% to 14% • PIK coupon typically 3% to 5% • Interest-only, final maturity of 5 to 7 years • Flexible structure

  18. MARKET OVERVIEW SUBORDINATED DEBT FINANCING PARAMETERS Valuation: High Low Funding: Facility At Close Total %: 25% 17% Cash Interest: 18% 10% Equity: Warrant Coverage 0% Term: 9 Years 3 Years Structure: Bullet Amortizing 3% None Upfront Fees: 12% Prepayment Penalty: 2% Many None Covenants: Market Nominal Exercise Price: Weighted Average Full Ratchet Anti-Dilution: Shelf Demand Registration Rights: Multiple None Board Representation:

  19. MARKET OVERVIEW PRIVATE EQUITY CAPITAL MARKETS • Private equity firms are eager to invest in strong companies with proven management teams and predictable cash flow • Due to a sluggish M&A environment, private equity investors are willing to pay a premium for acquisition candidates with significant annual cash flows • Buyout funds have lowered their return requirements from mid-30%s to mid-20%sand will not close on any deals with even minor issues

  20. MARKET OVERVIEW EQUITY FINANCING PARAMETERS Valuation: High Low Liquidity: 5 Years None Registration Rights: Shelf Demand Liquidation Preference: Participating Non-Part. 3x to 4x Principal & Accrued Div. Dividend Rate: 12% 5% Automatic Conversion: @ Strike Price Exit (none) Anti-Dilution: Weighted Average Full Ratchet Board Representation: Multiple None

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