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Engagements

DESCRIPTION

SITUATION

RESULT

Regional, real estate development, warehousing, transport and logistics concern.

The Company had requested a debt restructuring program to facilitate its debt service due to the cash drain caused by its development activities.

At the request of the secured lender I was engaged by the Company to assess the Company's business plan as to its ability to service debt going forward under a proposed restructuring. As a result of my assessment the Company was able to restructure its term debt and collateral structure so as to reduce its monthly debt service to free up cash for work capital and operating requirements.

National grower, distributor and retailer of herbs and perennials.

The Company was in default of its secured lending agreement due to a failed expansion into wholesale nursery products.

Initially was engaged by the state development authority to work with the Company to negotiate a restructuring with the secured lender. Negotiated an extension with the secured lender through the 2011 growing season. Facilitated a new structure utilizing the federal government guarantee and grant programs.

National architectural products manufacturer and installer as advisor to the Company.

The Company was in default of its secured lending agreement due to a severe decline in business as result of economic downturn.

Initially engaged by the Company as its Financial Advisor and subsequently its Chief Restructuring Officer to develop and execute a plan of orderly liquidation. After determining significant shortfalls in the underlying collateral recommended that the secured lender proceed with a forced liquidation. Successfully negotiated the sale of two divisions to strategic buyers and facilitated the liquidation of the remaining division's assets.

Retail home and garden center as advisor to the Company.

The Company was informed by secured lender that it would not be renewing its revolving credit facility.

Engaged by the Company to negotiate with secured lender a standstill agreement which would allow the company sufficient time to find a replacement lender. Successfully negotiated a standstill and subsequently arranged a new credit facility to meet the Company's seasonal borrowing requirements.

Multiple store health and fitness business as advisor to the Company.

The Company was in default on a number of debt and lease obligations.

Engaged by the Company to develop a reorganization strategy in response to a major competitive threat posed by national chain of health and fitness facilities. After determining which stores were sustainable recommended that the Company file for protection under Chapter 11 in order that it might reorganize and allow the sale and/or closure of its unprofitable stores.

Greenfield project for national aerospace research and development facility as advisor to the lender.

A government Development Authority required an overseer to its investment in the new facility.

Engaged by the Development Authority to review project status and authorize funding of construction for a major new research and development facility. In concert with the general contractor, secured lender and owner oversaw completion of the project in accordance with the guidelines established by the Development Authority.

Regional mechanical and HVAC contractor as advisor to the Company.

The Company was no longer able to procure on open account basis from its major supplier.

Engaged by the Company to act as its financial advisor in developing a restructuring plan that would facilitate funding operations in order to facilitate the completion of outstanding projects. Negotiated a successful standstill and repayment plan with the Company's single largest supplier. Implemented a 13 cash flow planning and control model for managing operations.

Regional fabricator of synthetic wood and trim products for the construction industry as advisor to the lender.

The Company had defaulted on its lending agreement.

Engaged by the lender to perform an assessment of the business and potential exit strategies for the lender. Evaluated the company's business plan as to its ability to service debt while exiting the lender. The company successfully negotiated a refinancing of its loans and successfully exited current lender.

Large multi state retailer of special foods and gourmet products as advisor to the Company.

The Company had sold all if its retail outlets and direct mail order business except for three stores and corporate hqs.

Engaged by the Company to act as its financial adviser in a liquidating Chapter 11 Bankruptcy. The company's primary objective was to facilitate an orderly liquidation of its remaining assets to its unsecured and secured creditors while limiting its future leasehold obligations to prepetition rent payments.

Automotive aftermarket manufacturer of starters & alternators as advisor to the Company.

The Company was in default of its lending agreements and was seeking relief from its secured lender.

Initially engaged by the Company to facilitate a restructuring in light of reduced availability from borrowing base. Based on questions as to the businesses viability going forward recommended and facilitated the sale of the business to its largest competitor. As the working capital was excluded from the sale and we were subsequently retained by the secured lender to liquidate the company's accounts receivable and inventory.

DESCRIPTION

SITUATION

RESULT

Injection molder and thermo-former of plastic products for the horticultural industry as advisor to the Company.

The Company was in forbearance with its secured lender and was seeking to refinance or restructure its existing credit facility.

Engaged to perform a feasibility study of the viability of the business as a going concern and determine the likelihood of finding a replacement lender. Based on our initial study we recommend the business would not survive unless it fundamentally changed its business model from manufacturing to distribution. Barring that we recommend the Company arrange to cooperate with its secured lender in an orderly liquidation. Based on this recommendation and in conjunction with the Company we negotiated a settlement with its secured lender to liquidate the business.

Distributor and wholesaler of propane as advisor to the Company.

The Company was in technical default on its loan agreements and was seeking an additional equity infusion.

Initially engaged to do a review and opine on the Company's ability to meet its loan obligations to the lender. Subsequently engaged to assist the Company in managing its day-to-day cash flow and identify potential investors/acquirers of the business. Subsequently identified a private investor who purchased 80% of the business as well as a replacement lender to refinance with the existing lender's $15 million facility. Companies choose to refinance with the replacement lender.

Manufacturer of powder metal and plastic components for major OEMs as advisor to the Company.

Company had defaulted on its loan agreements and was in need of an immediate cash infusion.

Initially engaged to find new equity or financing for the Company. After exhausting all possible sources, identified a potential acquirer who made a working capital bridge investment to ensure maintenance of the enterprise value. After extensive due diligence the acquirer decided to purchase the Company under section 363 of the US Bankruptcy Code. Was appointed Chief Restructure Office for the Company leading it to a successful auction and sale, resulting in nearly a 50% premium over the initial offer price.

Manufacturer of copper and bronze rod as advisor to the Company.

Company had ceased operation and its ABL lender was preparing to foreclose and liquidate company.

Negotiated a forbearance agreement with the lender to stay foreclosure actions predicated on refinancing the Company. Implemented a purchase order finance arrangement allowing the Company to commence operation and generate cash. Arranged a new credit facility to pay down the ABL lender in full. Concurrently negotiated settlement and payout agreements with Company's largest unsecured creditors. 

Modular office & class room fabricator & installer as advisor to lender.

Debtor was out of covenants and lender had concerns over collateral.

After assessment of work processes and collateral basis lender successfully renegotiated facility into new term and revolver with additional collateral requirements.

Fabricator and installer of high-end stone and ceramic interiors as advisor to the Company.

Company was in default of its loan agreements and hemorrhaging cash.

Working with management and outside counsel to develop a plan of action to reduce cost and increase revenue so as to generate cash flow and pay down outside loan balance. Worked with lender to develop a forbearance agreement to allow sufficient time for Company to effectuate a workout.

Defense contractor and manufacturer of hydrogen and oxygen generating systems as advisor to lender.

Company was in default of term and revolving credit facilities due to losses on a major Iraq contract.

Working with management and the lender stabilized the situation so as to facilitate the Company's being awarded a major new contract with the Navy, while allowing time to work out the deficiencies with current lender. Ultimately leading to a successful refinancing with a new lender to fund the businesses future capital requirements for growth.

Northeast Developer & Contractor of high-end commercial and residential projects as advisor to the Company.

Company needed money to expand and for work capital requirements for larger projects.

Arranged for a SBA loan to finance building, machinery and working capital requirements to expand business to the next level. Working with management, developed a marketing plan to transition company from a residential developer to commercial developer in spite of an overall decline in new construction projects in the northeast.

DESCRIPTION

SITUATION

RESULT

National consumer goods manufacturer

as advisor to private equity.

Private equity and mezzanine investors were concerned over the failure of the Company to meet plan expectations.

Performed a general business assessment and valuation of the Company including marketing, operations, sales, administration, finance and logistics. Identified key bottlenecks and impediments to the company achieving growth expectations. Based on implementation of recommendations addressing the identified shortcomings the Company growth expectations are expected to meet.

National frozen food processor as advisor to lender.

Mezzanine lender was being asked to accept a server discount in order to facilitate refinancing the Company.

Performed an assessment to determine the projected payout to the mezzanine lender under a net orderly liquidation and 363 sale as well as what was the estimated net present and fair market values of the Company as a going concern under the proposed debt structure. As a result the mezzanine lender was able to negotiate an increased payout.

Northeast retail furniture store chain as advisor to unsecured creditors.

Company was attempting an out of court liquidation.

Retained by the unsecured creditors committee to conduct a forensic review of disbursements for possible preference and inappropriate disbursements. Based on finds unsecured creditors' counsel was able to secure an increase payout.

Startup pharmaceutical Company as advisor to venture capital.

Venture Capital investor was concerned the Company did not have sufficient cash to complete phase II trials.

Assessed current cash burn rate and developed a point of no return should the Company fail to raise extra capital. Determined amount of cash reserves necessary to conduct an orderly liquidation.  The Company through an addition of new capital tied to a series of cost containment measures was able to complete its phase II trials.

Aerospace components manufacturer as advisor to the Company.

Debtor was out of covenant, over line with negative cash flow

Working with management implemented a cash flow planning and control system enabling the business to meet operating obligations while paying down the over line. The Company successfully entered into a forbearance agreement with the lender enabling renegotiation of a new three year agreement.

Large Northeast redevelopment project as advisor to lender.

Project had significant cost overruns and had look to lender to provide new subordinated funding.

Performed an initial assessment, which pointed out significant weaknesses in project management and control, resulting in the appointment of new project management and finance directors. I was then retained to review and approve all future requisitions for funds from the lender and to oversee project management and control.

Nursing home as advisor to lender.

Debtor was in receivership and being sold through an auction process.

As advisor to the lender who was assessing as to whether to credit bid or accept a third party offer to purchase, I performed a business valuation of the business based on the net present value of the going concern on a normalized basis, which formed the basis of the lender's decision to accept the current offer to purchase.

Pharmaceutical packaging company as advisor to Company.

Debtor was out of covenant, over line and losing money.

After working the debtor's management implemented several measures to improve cash flow include the development of a thirteen-week cash flow model and replacement of the company's controller. Negotiated a forbearance agreement with the existing lender which allowed the debtor with my assistance to successfully refinance with a new lender allowing full pay down of existing lender's obligations.

Flight training and aircraft leasing business as advisor to lender.

Debtor was in default on term loan secured by aircraft

After an assessment of the net orderly liquidation value of the underlying collateral and ability of free cash flow to meet future loan payments recommended that the lender liquidate the debtor's collateral. Lender was subsequently successful in securing full repayment of all outstanding obligations of the debtor.

Paper products manufacturer as advisor to lender.

Debtor failed to make payment commitments against purchase order financing.

After an assessment that the debtor's business would in all likelihood fail if there was not an infusion of equity and change in management the lender was able to exit the business and paid in full.

DESCRIPTION

SITUATION

RESULT

Northeast site and excavating contractor as advisor to lender.

Debtor was out of covenants and lender had concerns over collateral

After an assessment of the company's management and collateral basis lender successfully negotiated a work out of the outstanding debt tie to accomplishment of specific milestones on the part of borrower per my recommendations.

Glazing contractor as advisor to lender

Debtor was out of covenants and lender had concerns over collateral.

After assessment of work processes and collateral basis lender successfully renegotiated facility into new term and revolver with additional collateral requirements.

Synthetic textile greige goods manufacturer and finisher as advisor to lender and Company.

Lender required a follow on assessment to after initially granting of credit facility.

Based on my assessment of businesses' continued improved performance and overall condition of collateral, lender agreed to increase facility and expand borrowing base. Subsequently I was retained by the debtor and successfully arranged a $15 million replacement credit facility.

Healthcare staffing business as advisor to Company.

Debtor had defaulted due to accounting anomalies relating to accounts receivable used in determining the borrowing base.

After assessment of internal accounting controls, management and work process, recommended the secured creditor agree to grant a forbearance thereby allowing the Company to refinance with a new lender.

Fire suppression and protection contractor as advisor to Company.

Debtor was in default on credit facility and wanted to do an out of court liquidation and restart as new business.

Successfully negotiated a standstill with secured creditor to allow debtor to start new business through transfer of the assets for consideration of assuming the old secured debt and certain unsecured debts.

Electrical contractor as advisor to lender.

Debtor was out of covenants and repeatedly in overdraft.

After assessment of management, work processes, projects' cost to complete and collateral, recommended that lender obtain additional security or request the debtor refinance with new lender. Business was successful refinanced.

Mechanical contractor as advisor to Company.

Business was in position of default on a number of bonded projects for which shareholders had personal guarantees.

Successfully wound business down out of court and completed bonded projects within contract balances.

Security and answering services business as advisor to trustee.

Sudden death of owner uncovered a severe liquidity crisis resulting in a court appointed trustee.

Gain control of operations and cash flows to stabilize the business long enough to conduct a successful 363 sale of the business resulting in full pay down of secured lenders.

Not for profit foster care provider as advisor to Company.

Cutbacks in state and city funding jeopardized the viability of business.

Worked with the debtor to arrange a standstill with lender in order to allow time to sale real property to pay down debt.

Fencing fabricator and erector as advisor to lender.

Company was in default on its loan obligations and lender was requiring an out of court liquidation

Secured and confirmed lender's collateral from inventory, receivables and equipment. Uncovered potential of fraudulent transfers by the owner.

DESCRIPTION

SITUATION

RESULT

Textile finisher and greige goods weaver as advisor to lender.

After 363 process failure due to lack of market interest lender forced the company into chapter 7 and then retained the lender to liquidate inventory, receivables and real property.

Secured all lender collateral and collected eighty per cent of outstanding receivables, liquidated inventory and arranged for auction of real property.

Synthetic textile greige goods weaver and finisher as advisor to lender.

Current provider of revolver demanded to be refinanced. Retained by prospective lender to assess viability.

Conducted an assessment of the management, work processes and market which formed the basis for the prospective lender to extend a new $10 million replacement facility.

Textile finisher and greige goods weaver as Chief Restructuring Officer.

Late stage failure with cash and business crisis. Significantly over line and out of covenants.

After initial assessment recommend that business file for chapter 11 and proceed with 363 sales processes. Appointed by court as responsible person to approve all administrative expenditures. Instituted cost cutting measures to achieve cash natural position during reorganization process to allow sufficient time for 363 sale processes.

B2B internet service provider as Chief Restructuring officer.

.com bust of 1999/2001 compounded by 9-11 events resulted in collapse of B funding round.

Developed a turnaround plan that resulted in business self-sufficiency, negotiated standby LOC and extension with major creditors. Pursued a buyer for the business.

Manufacturer of electric motors, blowers and gear motors as Chief Executive Officer.

Failure of vendor supplied component lead to product recall for over 400K defective blowers with a potential cost of $40 million

Contained final cost to $10 million, which was fully recovered from supplier of defective component, without losing goodwill or a single customer.

Motion control company as Chief Restructuring Officer.

Company had loss money for past five years.

Planned and executed the turnaround of a $1.5 million loss to a pretax profit exceeding 15% of sales then orchestrated sale of  business for at 2.5 times book value.

Systems integrator and components manufacturer as Chief Restructuring Officer.

Late stage financial crisis, company facing closure and pending, market meltdown.

Engaged to sale the Company to its sole competitor and negotiated transfer of exclusive license with DEC that was heretofore not transferable.

 


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Joseph L. Palazzi, President • 130 North Main Street • Wallingford, CT 06492
Tel: (203) 265-0266 • Cell: (203) 887-5172 • Fax: (203) 265-0260
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