Customized Solutions. Superior Execution.
As a registered broker-dealer and FINRA member, Western Reserve is uniquely qualified to render fairness and solvency opinions for both public and private company boards making significant strategic decisions and facing many of the most complex issues in corporate finance. Each client and situation benefits from a senior-driven engagement team with decades of valuation expertise, and in each assignment, we apply rigorous financial analytics in concert with industry-specific knowledge.
Western Reserve Partners’ affiliate company, Western Reserve Valuation Services LLC, focuses exclusively on providing valuation services and financial opinions relating to corporate finance transactions, corporate tax planning and compliance, succession planning and wealth preservation, employee stock ownership plans (“ESOPs”), financial reporting and portfolio / fund valuations.
The professionals at Western Reserve Valuation Services have dedicated their careers to valuation services and have collectively completed over 4,300 valuation engagements for companies operating across a broad range of industries. They are certified as Accredited Senior Appraisers from the American Society of Appraisers, and the firm’s Managing Director, Robert M. Stutz II, is a leading national instructor for the largest credentialing organization in the valuation field, the National Association of Certified Valuators and Analysts (“NACVA”).
For more information regarding Western Reserve Valuation Services, please visit www.wesresvaluation.com or call (614) 448-3700.
Western Reserve provided the fairness opinion to the Board of Directors of SIFCO Industries, Inc. (AMEX: SIF) in connection with the sale of its large aerospace turbine engine component repair business to SR Technics Airfoil Services Limited, a wholly-owned subsidiary of SR Technics.
SIFCO, headquartered in Cleveland, Ohio, is engaged in the production and sale of a variety of metalworking processes, services and products produced primarily to the specific design requirements of its customers. One of its major business segments was the repair of turbine engine components for the aerospace industry.
SIFCO entered into an agreement to sell the aerospace portion of its turbine engine component repair business and related assets to an Ireland-based subsidiary of SR Technics (SR TechnicsAirfoil Services Limited). Based in Zurich, Switzerland, SR Technics is one of the world’s leading independent total solutions providers of aircraft, component, engine and technical services. A special committee of SIFCO’s Board of Directors engaged Western Reserve to provide a fairness opinion in connection with the divestiture. The transaction was consummated in May 2006.
SIFCO Board Member Alayne Reitman remarked, “The SIFCO Board appreciated the independent perspective that Western Reserve provided in advising us as to the fairness of the divestiture of our large aerospace turbine engine component repair business.”
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Western Reserve acted as exclusive financial advisor to Quatech Inc., a subsidiary of DPAC Technologies (NASDAQ: DPAC) in its sale to B&B Electronics, a portfolio company of Graham Partners. Western Reserve also rendered a fairness opinion to DPAC’s Board of Directors in connection with the transaction. This represented the firm’s second engagement by Quatech, as Western Reserve advised the company in its 2006 reverse merger with DPAC.
DPAC, headquartered in Hudson, Ohio, designs and markets enterprise and industrial grade wireless device networking solutions that allow OEMs to embed “Wi-Fi” modules into their product designs. The company’s products are used in an array of machine-to-machine (M2M) applications and end-markets, including retail point of sale, healthcare, transportation, industrial automation and homeland security markets, among others.
“This sale to B&B Electronics is a great outcome for all DPAC stakeholders,” said DPAC Chief Executive Officer Steven Runkel. “Western Reserve was instrumental in identifying B&B as a potential acquirer, assisting us in efficiently clearing the market for other potential buyers and then negotiating an advantageous deal with B&B on our behalf.”
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Founded in 1968 in LaGrange, Ohio, Inservco, Inc. is a leading provider of technology, design and manufacturing services to small and mid-sized original equipment manufacturers (“OEMs”). The company offers extensive technology, design and electronic manufacturing services to customers such as medical equipment manufacturers, industrial OEMs and telecommunications equipment producers. Inservco’s product offering includes product prototyping, production design, PCB assembly, box build and final product assembly, testing services, inventory management and repair depot services.
Western Reserve was engaged by the Board of Directors to render a valuation as to the enterprise value of the company.
Western Reserve acted as exclusive financial advisor to PECO II, Inc. (NASDAQ: PIII) in its sale to Lineage Power Holdings, Inc., a portfolio company of The Gores Group. Western Reserve also rendered a fairness opinion to PECO II’s Board of Directors in connection with the transaction.
PECO II, headquartered in Galion, Ohio, provides engineering and on-site installation services and designs, manufactures and markets communications power systems and power distribution equipment. As the largest independent full-service provider of telecommunications power systems, PECO II provides total power quality and reliability solutions and supports the power infrastructure needs of communications service providers in the local exchange, long-distance, wireless, broadband and Internet markets.
PECO II’s senior management and Board of Directors engaged Western Reserve to advise the company on strategic alternatives aimed at maximizing shareholder value. Western Reserve introduced PECO II to numerous financial and strategic buyers (including Lineage), facilitated a competitive bidding process, negotiated the transaction and rendered a fairness opinion to PECO II’s Board of Directors. The transaction represented a 51% premium over the company’s closing share price the day before announcement.
PECO II was acquired by Lineage in April 2010. Headquartered in Plano, Texas, Lineage, traces its heritage of patented innovation to AT&T, Bell Labs, Lucent Technologies and Western Electric. Lineage delivers reliable and intelligent power conversion solutions with energy-efficient AC-DC power supplies, DC-DC board-mounted power modules, telecom energy systems and custom power products backed by local field expertise in more than 25 locations worldwide. The Gores Group, headquartered in Los Angeles, California, is a leading private equity firm focused on acquiring controlling interests in mature and growing businesses that can benefit from the firm’s operating experience and flexible capital base.
John Heindel, Chief Executive Officer of PECO II, said, “The team at Western Reserve did an outstanding job in advising PECO’s senior management and Board of Directors as to our strategic alternatives. The combination with Lineage represents the best strategic outcome for all of our stakeholders. Western Reserve’s keen understanding of our business model and competitive landscape, together with their expertise and perseverance in maintaining a competitive process in a very difficult M&A environment, were essential in delivering superior value to our shareholders.”
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Western Reserve acted as exclusive financial advisor to Pent Technologies, Inc. and Dekko Technologies, Inc., together comprising Group Dekko International, in their sale to Centre Partners Management LLC. Western Reserve also provided a fairness opinion to the Board of Directors in this transaction.
Group Dekko, headquartered in Kendallville, Indiana, is a leading provider of highly engineered electrical, wire, plastic and metal subcomponents; finished products; and fixtures and related assemblies for the office furniture, transportation, lighting, appliance, medical device and consumer product end markets. Utilizing more than 190 active, pending and provisional patents, Group Dekko has a broad range of manufacturing and assembly capabilities, including metal forming, stamping, powder coating, plastic molding and extrusion, product assembly and built-to-order, highly customized products. The company employs more than 1,500 people in 30 modern facilities located in Indiana, Iowa, Alabama, Texas and Mexico.
The Group Dekko constituent boards decided to explore a sale of the company to allow the shareholders to achieve liquidity while ensuring new ownership supportive of obligations to employees and constituents. Through a competitive process, Western Reserve introduced Group Dekko to numerous financial and strategic buyers. Western Reserve also assisted in negotiating the transaction price and the purchase agreements.
Group Dekko was acquired by Centre in August 2006. Centre is a leading middle-market private equity firm with offices in New York, Los Angeles and Dallas. Key members of Group Dekko’s senior management team partnered with Centre in its investment through a newly formed entity, Group Dekko Holdings, Inc.
Group Dekko Chief Executive Officer Steven Hankins said, “Our senior management and employees are excited to have Centre Partners as our business and financial partner. We never would have connected with them or worked out a deal without Western Reserve’s help. They were with us every step of the way and did a terrific job.”
Group Dekko Chief Financial Officer Charles Schrimper said, “The Western Reserve team worked hard to achieve the best possible result for Group Dekko’s shareholders and employees. They gave us extraordinary client service.”
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Western Reserve provided a fairness opinion to the Board of Directors of Claymont Steel Holdings, Inc. in the company’s sale to Evraz Group S.A.
Claymont Steel Holdings, Inc., based in Claymont, Delaware, is the only mini-mill in North America specializing in the manufacture and sale of high quality custom discrete steel plate. The company serves all major plate markets, including service centers, bridge fabricators, railcar manufacturers, material handling equipment, heavy construction machinery, mining equipment, storage tanks, pressure vessels and shipbuilding.
Evraz approached Claymont Steel with a series of proposals for a possible transaction. Headquartered in Luxembourg, Evraz is a large vertically-integrated steel, mining and vanadium business with operations in the Russian Federation, Ukraine, Europe, USA, Canada and South Africa.
Western Reserve was selected to provide Claymont Steel’s Board of Directors with an independent valuation of the company and to serve as a resource in the Company’s ongoing negotiations with Evraz. The written opinion and a summary of Western Reserve’s analysis were included in Claymont Steel’s solicitation statement filed with the SEC, and the transaction was consummated in January 2008.
Claymont Steel’s Chief Executive Officer Jeff Bradley commented, “Western Reserve provided outstanding service as our company undertook the single most important transaction in its history, delivering high-quality and timely analysis and advice to the Board of Directors during the process.”
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Western Reserve provided the fairness opinion to the Board of Directors of FML Holdings, Inc. (d/b/a Fairmount Minerals) in its sale to American Securities.
Headquartered in Chardon, Ohio, Fairmount is one of the largest producers of industrial sand in the U.S. At the time of the transaction, approximately 80% of the company’s sales were tied to the oil and natural gas production markets, with the remainder going to commercial and industrial uses, including foundries, construction, golf courses, artificial turfs, etc.
To provide liquidity to certain of Fairmount’s shareholders, the company entered into an agreement to sell a 51% common equity stake to American Securities. Western Reserve was engaged to provide Fairmount’s Board of Directors with a fairness opinion, and the transaction was consummated in August 2010.
Western Reserve served as the exclusive investment banker to Trilogy Pools LLC in the company’s acquisition by Latham International Inc. Latham International, a pool manufacturer based in Latham, New York, is a portfolio company of Littlejohn & Co., a private equity firm headquartered in Greenwich, Connecticut. Western Reserve also provided valuation services in connection with the transaction.
Based in Fayetteville, Tennessee, Trilogy Pools is one of America’s largest and most reputable fiberglass pool manufacturers, with a network of dealers and contractors in over 25 states throughout the U.S.
Leading the transaction for Western Reserve were Managing Directors Ralph Della Ratta and Kenneth Hirsch, supported by Associate David Helsel.
Western Reserve Partners provided the fairness opinion to the Board of Directors of Cohesant Inc. in connection with the company’s 1-for-50,000 reverse stock split, which was announced on December 5, 2011 and approved by the Board on December 19, 2011. Cohesant, based in Beachwood, Ohio, is engaged in the protection and renewal of drinking water distribution and wastewater collection systems for municipal and industrial infrastructure. The company also designs, develops and manufactures specialty coatings and equipment used to apply such coatings. Cohesant markets its products under numerous trade names, including Raven and AquataPoxy.
Morris H. Wheeler, Cohesant’s Chairman and Chief Executive Officer, previously indicated that there was a lack of liquidity in the market for the company’s common stock. Trading had diminished significantly since Cohesant ceased to be an SEC-reporting company in July 2008, and the reverse stock split transaction allows stockholders owning less than 50,000 shares the opportunity to receive fair value for their shares in a simple and cost-effective manner.
Western Reserve, a FINRA-regulated broker / dealer, was engaged by the Board of Directors to provide an independent opinion as to the fairness, from a financial point of view, of the consideration received in connection with the reverse stock split. Leading the assignment for Western Reserve were Managing Director Mark Filippell and Director Charles Aquino.
“We were pleased to be of service to Cohesant’s Board of Directors in their efforts to move the company forward,” said Mr. Filippell.
Regarding Western Reserve’s role, Cohesant President and Chief Executive Officer, Morris H. Wheeler, commented, “The team at Western Reserve provided the Board with excellent service during this critical phase of the process.” He added, “Their understanding of the market and valuation guidance greatly assisted the Board in determining the metrics of the deal, and their ability to render the opinion in a timely, independent manner allowed us to deliver real value to the shareholders.”
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Western Reserve served as the exclusive investment banker to Osmose Holdings, Inc. in its sale to funds managed by Oaktree Capital Management, L.P. Western Reserve also rendered a fairness opinion to the Board of Directors of Osmose in connection with the transaction.
Founded in 1934 and based in Buffalo, New York, Osmose operates in three business segments:
Wood Preservation — Manufacturer and marketer of wood preservation and treatment technology
Utilities Services — Provider of pole maintenance, pole restoration, field survey services, engineering services and storm response
Railroad Services — Provider of bridge services including construction, engineering, inspection, maintenance and repair
Oaktree, headquartered in Los Angeles, California, is a leading global investment management firm focused on alternative markets, with $77.9 billion in assets under management as of March 31, 2012.
James Spengler, President and Chief Executive Officer of Osmose, will continue to serve in the same capacity along with Osmose’s existing management team. “Osmose has built very strong brand recognition and a solid reputation for innovative products and services, excellent customer service, best in class safety performance and good growth prospects across all its business segments which attracted Oaktree to seek a partnership with management to pursue strategic growth plans. Oaktree can provide substantial additional resources and is committed to investing in Osmose to help us expand our product and service offerings and to better meet and exceed our customers’ expectations,” said Mr. Spengler.
Ian Schapiro, Oaktree Managing Director, said, “We are delighted to have the opportunity to invest in Osmose and to provide the Company with additional resources and capabilities to expand its product and service offerings, invest in additional research and development, and deliver superior customer service. We look forward to working with Osmose’s world-class management team to continue to build on the Company’s success.”
Leading the transaction for Western Reserve were Managing Directors Ralph Della Ratta and Joseph Carson, supported by Vice President Rebecca White, Associate David Helsel and Analysts Courtney Downs and Matthew Francati.
“Osmose and Oaktree are leaders in their respective fields, and we are honored to have worked with such fine organizations,” said Mr. Della Ratta. “We look forward to watching Osmose take its success to the next level with the help of a financial partner.”
Of working with Western Reserve, Mr. Spengler said, “Western Reserve provided tremendous support and guidance throughout the transaction. They had a nuanced understanding of the deal’s complexities and impartially advised Osmose’s Board each step of the way. Our shareholders recognize the value that Western Reserve added and thank them for their unwavering dedication.”
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