CORPORATE FINANCE Coburn Capital Group structures and raises private debt and equity: • Seed and early stage/venture capital for emerging growth companies • Private equity for emerging growth and middle-market companies • Private debt for middle-market companies for growth and restructuring of existing debt Through the years, the Firm has raised capital for clients from a broad range of private equity and mezzanine debt sources. It has also identified strategic investors: principally large companies in search of investments in smaller companies in their related fields. STRATEGIC ADVISORY Coburn Capital Group works with clients in developing and executing upon their strategic business plans. Drawing on its network of financial service providers, research analysts and industry experts, the Firm is able to bring to its clients a broadening perspective of the specific operating and financing challenges before them. With a particular emphasis on the external financing needs to a given client’s strategic plan, the Firm works to shape a viable and sustainable plan of operations that will enable the company to have access to external capital to facilitate execution of the plan. The Firm has worked with companies in a full range of developmental stages. MERGERS & ACQUISITIONS With fifteen years of merger and acquisition advisory experience, Coburn Capital has represented middle market clients in sell-side assignments, buy-side assignments, strategic investments and management buyouts. SELL-SIDE ASSIGNMENTS for middle-market clients involve a high degree of sensitivity to the goals and objectives of the business owners. While generally not the case for pubic companies, the sell-side work with private companies often includes consideration for the varying issues and concerns amongst shareholders, gaining consensus for the sale among family members (including concern for succession issues), estate planning and liquidity issues. Often with middle-market companies, advanced work is required to tailor the business operations so that the viability and the potential value to the sale are enhanced. Much advanced due diligence is required, fully exploring the company’s historical and projected performance, strength of management team, value proposition for the company, industry trends and peer group analysis. At the same time, we would explore with the company the alternatives available before it, issues concerning valuation, and the potential timing to the transaction. Once the preliminary work has been done in support of the sell-side assignment, Coburn Capital would develop a marketing plan for the sale of the business that would include the preparation of a comprehensive confidential memorandum that describes the company and the opportunities before it. We would then develop a target list of potential acquirers comprised principally of strategic buyers and secondarily investment groups. The goal for the execution of the marketing plan would be to find one or more potential acquirers. The Firm would then work with the company to negotiate a transaction, leading the interested parties towards closing. BUYER ADVISORY SERVICES have traditionally been for middle market companies that, for a variety of reasons, intend to acquire one or more companies or divisions of companies. The work focuses on the strategic needs of the corporate client and the resulting target list tends to be highly focused. The work is initiated with the development of acquisition criteria in support of the strategic plan of the company, followed closely by the identification of the principal targets. At this stage a contact strategy is identified to initiate contact with the targets. Once there is interest on the part of a potential target company, Coburn Capital works to determine the feasibility of a transaction, ultimately working with the client company to negotiate a transaction. Through the years Coburn Capital has worked on any number of buyer advisory assignments across a wide range of industries. As part of that work, the Firm is often contacted with respect helping groups build out platforms within industry segments, often consolidating industry participants under one umbrella. CORPORATE BUYOUTS: Coburn Capital has worked with a number of management teams through the years in developing and implementing corporate buyout plans related to the acquisition of a division of a “parent” corporation or the outright acquisition of the corporation itself. While no two buyout assignments are alike, the work typically includes advising the buyout management team on the potential structures available to the buyout and the kinds of financing that would be available to support the buyout. The planning for a buyout involves a comprehensive process through which Coburn Capital is able to guide the buyout management team. The Firm will help establish valuation criteria for submitting a buyout proposal and assist the buyout management team in the negotiation of the offer. Once preliminary terms are reached regarding the terms and conditions of the buyout, the Firm will work with various financing sources to secure funding for the completion of the transaction. The Firm is generally able to work in such a way that relationships with other senior mangers of the company and its board of directors are properly maintained during the course of the transaction. VALUATION SERVICES/FAIRNESS OPINIONS As part to its ongoing Corporate Finance and Merger & Acquisition Advisory work, Coburn Capital is called on to perform valuation services and/or render fairness opinions. Valuations are generally performed for one of three reasons: for understanding the enterprise value of the company as a whole, for a division of the company, or for a specific class of securities within the capital structure of the company. Fairness opinions are rendered in a variety of contexts including transactions that involve acquisitions, sales, divestitures or reorganizations. The opinions attest to fairness of the transaction from the perspective of one of the parties to the transactions. Fairness opinions are often provided to Boards of Directors or shareholders.