TrueNorth advises clients seeking a sale or recapitalization resulting in a change in control of the company (i.e., sell-side clients) as well as clients seeking to acquire a middle-market business (i.e., buy-side clients). Our extensive experience in working with both sell-side and buy-side clients benefits our work with all of our M&A clients. Our deep understandings of the M&A transaction process as well as the motivations, concerns, and objectives of both sides of a transaction are invaluable in our providing advice and guidance to our M&A clients in completing their transactions and maximizing shareholder value.

TrueNorth works with each sell-side client to develop a customized transaction process that best meets their specific goals and objectives.

We will develop a potential market consisting of a universe of prospective regional, domestic, and international buyers – including corporate, private equity, family office, and other buyers – all of which we research for suitability. Before approaching this client-approved target list of potential buyers, our senior bankers will expertly position our clients with professionally prepared marketing materials, such as the crucial Confidential Information Memorandum, based on our deep understanding of our client’s business and its industry niche.

Once the transaction process begins, our senior bankers are on the front line providing experienced and directly communicated guidance to our clients. We also work closely with interested buyers and investors (and their various advisors) to create a competitive environment, develop options for our client’s consideration, negotiate all economic and other key terms identified by our clients, and drive the transaction to a successful close.

TrueNorth’s buy-side clients include domestic and international corporations seeking to make a synergistic middle-market acquisitions. While TrueNorth has worked with corporate buyers throughout Asia and Europe, we have extensive experience in working with Japan-based corporate buyers seeking to acquire North American-based middle market companies.

More than twenty years of experience has led to the refinement of a “bottom up” approach to buy-side assignments. Unlike many firms that rely on a “top down” approach: hoping to see transactions as they come to market; the TrueNorth approach is to work with clients to develop clear target criteria and then identify all companies that meet the criteria. Once identified, TrueNorth will initiate contact and cultivate sellers. Contact and cultivation is more art form than science. This is demanding work that requires experience and patience.

Notwithstanding the aforementioned, we do customize each buy-side transaction to meet the needs of our client. For example, in cases where our client has already identified the target, our senior bankers will assist the client in completing the transaction, working closely with the client in the valuation, negotiation, due diligence, and documentation phases, straight through the transaction closing.

TrueNorth advises middle-market clients in raising capital from institutional investors and lenders for a variety of purposes, including the financing of organic growth, add-on acquisitions, and the recapitalization of the balance sheet to either reduce debt service requirements or finance liquidity events for the owners (i.e., dividend distribution or stock repurchases).

Similar to the M&A sell-side transaction process, the capital-raise transaction process entails three overlapping phases: (1) preparation & positioning, (2) marketing & proposals development, and (3) negotiations & closing.

Depending upon our clients’ business prospects and goals as well as their debt capacities and capital-raise amounts, TrueNorth will develop a potential market consisting of appropriate institutional investors and lenders, which could include (a) banks, insurance companies and other senior short-term and long-term lenders, (b) mezzanine groups and other subordinated debt providers, and (c) private equity, venture capital, and other minority equity investors. Again, our senior bankers’ deep involvement and experienced day-to-day guidance and professional advocacy for our clients ensures a competitive process among prospective lenders and investors that is designed to yield various financing options for our clients’ consideration and, ultimately, the optimal capital structure and financing terms.

Whether they occur due to structural or economic issues, business downturns and failures are inevitable. TrueNorth has substantial experience in providing restructuring services to clients experiencing financial and/or operational adversity.

Often, a restructuring client is in danger of precipitous decline if urgent liquidity and other financial and operating issues are not quickly addressed. These complex, fast-moving transactions usually utilize our expertise in either raising capital and/or effecting a sell-side transaction.

Restructurings require a specialized skill-set, including an in-depth understandings of bankruptcy laws and security interests. For example, TrueNorth is experienced in advising clients on pre-packaged Chapter 11 bankruptcies Section 363 sales in bankruptcy, Article 9 transactions, and negotiation of composition agreements outside of Chapter 11.

In addition to working with distressed and special-situation clients, our restructuring specialists have extensive experience in providing creditor & debtor advisory services and bankruptcy advisory services.

TrueNorth also provides services that are not transactional in nature, such as assessments of strategic and financing alternatives, valuations, and fairness opinions. These services, which result in written reports and presentations, require thorough due diligence of our clients and their industries and are based on our knowledge and research of the current private M&A and capital markets.

All fairness opinions and most valuation analyses are related to M&A or restructuring transactions being contemplated by our clients. In many of these cases, TrueNorth also performs the transaction advisory services for the client. Outside of transaction-related valuations, there many other situations that give rise to valuation work, including trust/estate requirements, related-party transactions, tax purposes, and accounting purposes such as purchase price allocations and goodwill impairment tests.

As a private, independent investment banking firm that is active in various markets for middle-market companies, TrueNorth is free of internal and external conflicts and is able to provide real-world assessments, opinions, and recommendations.