Restructuring, Consulting and Financial Advisory Experts
Tangible Results. Optimal Outcome. Unequaled Vision.
Tangible Results. Optimal Outcome. Unequaled Vision.
Index Profitability Improvement & Turnaround..................2 Automotive Turnaround Consulting...........................6 Select Additional Turnaround Experience.................10 CM&D Operations Group LLC..............................14 CM&D Asian Services..............................................18 Due Diligence Services..............................................20 Litigation Support Services........................................24 CM&D Capital Advisors LLC.................................28 Our Team of Experts.................................................32
“Navigating a complex business landscape — and emerging victoriously — takes experience, breadth of knowledge…and sometimes, an outside perspective.” Therein lies the key that has enabled CM&D to assist many corporations with their challenges. With offices that have grown throughout the United States and internationally, and with a team of experts who represent the best and brightest in their respective disciplines, our mission has been and will always be steadfast: to provide our clients with tangible results that bring about the optimal outcome for a given situation. That mission has been evidenced time and time again as we continue to deliver high-impact results for our clients.
Introduction
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PROFITABILITY IMPROVEMENT & TURNAROUND
“Running a business requires less running and more business.”
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ost pressures. Rising competition. Changing demand. Rapid growth. A changing global economy. All of these factors and more can impact the performance of even
the strongest and most established companies. The sooner you address faltering business performance, the greater your range of beneficial options. CM&D delivers hands-on financial, operational and strategic action that rapidly produces results. We deliver results no matter what the situation — keeping in mind your financial goals and your drive to uphold responsibilities to customers, employees, suppliers and lenders. We consider all the issues surrounding your business, and we work to restore profitability through strategies such as reducing costs, resolving production problems, restructuring the balance sheet and reestablishing credibility with lenders and other creditors. Our mandate is simple and direct: improve results and restore value to your business and its stakeholders. CM&D has earned the confidence of constituents that may be involved in a turnaround engagement: debtors, creditors, customers, suppliers, investment banks, courts of law and legal counsel. For example, our reputation among creditors for integrity, objectivity, diligence and candor adds credibility to the financial restructuring efforts of the clients we represent. Creditors know analyses and projections from CM&D are reliable and provide a solid basis for solutions. The advantages are clear. Whether you seek to preserve capital, create value, reestablish credibility and communication with your constituencies or develop and implement a plan to improve cash flow and restore earnings, CM&D can guide your company to where you need it to be.
CM&D: Named One of the Nation’s “Outstanding Turnaround Firms” by Turnarounds & Workouts We have provided turnaround management services to companies of all sizes, from Fortune 500 multinational corporations to family-owned and operated businesses, guiding our clients through crises whether out-of-court or in bankruptcy.
“You’ve built the business. We’ll help you keep it strong.” 2
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An unmatched level of experience in some of the most complicated industries and turnaround situations. • Aerospace and Airlines
• Food Services
• Research and Development
• Automotive
• Healthcare
• Restaurants
• Construction/Contracting
• Heavy Industry, Steel, Plastics
• Retail
• Consumer Products
• Manufacturing
• Service Industries
• Engineering and Design
• Packaging and Distribution
• Specialty Gases
• Gaming, Hospitality and Entertainment
• Printing
• Technology, Telecom, Electronics
• Environmental
• Pulp and Paper
• Transportation and Logistics
• Financial and Professional Services
• Real Estate/Home Building
One of the Largest Restaurant Franchisees in the United States CM&D provided financial advisory services to the Company.
CM&D provided restructuring, turnaround management and financial advisory services to the Company during its Chapter 11 case.
CM&D provided turnaround consulting and interim management services to the Company.
CM&D provided interim management and profit enhancement consulting services to the Company.
CM&D provided turnaround consulting, financial advisory and capital raising services to the Company.
CM&D provided turnaround management and financial advisory services to the Company.
CM&D provided financial advisory services to the Companies.
CM&D provided financial advisory services to the Company.
CM&D provided turnaround management, interim management and financial advisory services to the Company.
CM&D provided financial advisory services to the Company.
CM&D provided restructuring, turnaround management and financial advisory services to the Company in connection with its current circumstances.
Several Real Estate Brokers Located Throughout the U.S. with Gross Commission Income of $10-$100 Million
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CM&D provided financial advisory services to the Company.
The CM&D Approach Analyze
We perform critical analyses tailored to the unique character of your business. These may include cash flow forecasting, management assessment, operational due diligence, financial statement analyses, product profitability studies and viability assessment. Plan
Once we understand your management capabilities, cost structure and operations, we develop your revitalization — prioritizing financial, operational and management initiatives to restore performance. With our detailed analyses and strong relationships with lenders, we help strengthen credibility with creditors and other stakeholders. Restructure and reorganize
We can help you implement a profit enhancement or turnaround plan at the most appropriate level, ranging from external consultation to placing CM&D professionals in interim management positions. Our services include: • Development of proposed capital structures in line with your company’s and constituents’ goals and consistent with projected cash flow • Product profitability studies to determine winners and losers • Cost reduction and plant rationalization • Supplier pricing negotiations • Industry trend analyses to determine adequate levels of SG&A In cases where continued operation is not viable, we assist business owners through this critical transition. We work with equity holders, creditors, trustees and other parties to develop a satisfactory resolution that maximizes asset value. Should they be required, we offer complete bankruptcy and fiduciary services, including: • Analysis of financial health of debtor • Development of plan of reorganization • Determination of assets and business valuation • Act as Chapter 11 operating trustee • Assist Chapter 7 trustees with asset liquidation and fraudulent conveyance recovery actions • Reorganization services to debtor, unsecured creditors’ committee, trustee or
“Let’s begin maximizing your company’s profitability and potential.”
secured creditor • Conduct asset sales under Section 363 of the US Bankruptcy Code • Expert testimony • Court-appointed or informal fiduciary
Our Scope of Turnaround Services: • Performance Improvement • Operations Consulting and Interim Executive Management • Turnaround Management Consulting • Bankruptcy/Fiduciary Services • Crisis Management • Low Cost Country Sourcing • Due Diligence Services
Profitability Improvement & Turnaround
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AUTOMOTIVE TURNAROUND CONSULTING
“In order to guide a corporation most effectively, you need two things: a solid strategy and the best people to implement that strategy.” Finely Tuned Performance Isn’t an Option — It’s a Requirement
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he automotive supplier industry becomes more demanding each year. Timing is crucial, as is the struggle to enhance profit margins, as product development cycles shrink and
the field of global competitors expands. Just as high-performance vehicles need tune-ups every now and then, automotive companies can also benefit from fine-tuning…especially when the fine-tuning is done by CM&D.
CM&D’s Credentials: • Operational and strategic expertise, including automotive investment banking and due diligence, product costing, low cost country sourcing, engineering expertise and customer concentration analysis • A team that includes experts in lean manufacturing, Six Sigma and ISO 9000 and QS-9000 quality systems • Experience dealing with OEMs and Tier One suppliers
The CM&D Automotive Turnaround Approach Understand your business
We’ll start with a series of critical analyses tailored to the unique character of your individual business. These may include: • Strategic Positioning • Management Assessment • Operational Due Diligence • Cash Flow Forecasting • Financial Statement Analysis • Product Profitability Review Plan for success
Using the knowledge gained through these comprehensive analyses, we develop your revitalization plan. • We prioritize financial, operational and management initiatives to restore performance • With our detailed analysis and strong relationships with lenders, we help strengthen credibility with creditors and other stakeholders • We can also help you implement a profit enhancement or turnaround plan at the most appropriate level, ranging from external consultation to placing CM&D professionals in interim management positions
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We have been advising automotive companies for 30 years and are experts in every area of this multifaceted industry.
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• Air Bag/Safety Systems
• Engine/Transmission
• Machining Centers
• Body and Assembly
• Extruding
• Plastic Injection Molding
• Brake Systems
• Fabrication and Assembly
• Powertrain
• Casting and Foundry
• Forging
• Screw Machining
• Coating/Painting
• Fuel Systems
• Stamping
• Cold Heading
• Interior/Exterior Trim
• Wire Harness
CM&D provided financial and operational advisory services to the Company.
CM&D provided financial advisory services to a Creditor of the Company.
CM&D provided financial advisory services to the Company.
CM&D provided restructuring, turnaround management and financial advisory services to the Company.
CM&D provided financial advisory services to customers of the Company.
CM&D provided turnaround management and financial advisory services to the Company.
CM&D acted as CRO and provided turnaround management and financial advisory services to the Company.
CM&D provided financial advisory services to the Unsecured Creditors Committee.
CM&D provided financial advisory services to the Secured Lender in Chapter 11 bankruptcy.
CM&D provided financial and operational advisory and restructuring services to the Company.
CM&D provided financial advisory services to the Company.
CM&D’s Automotive Turnaround Consulting Services Early assessment and intervention against unfavorable trends are critical. Count on CM&D to help define your best long-term business opportunities. Our array of crucial services dedicated to the automotive industry include: • Performance improvement consulting for businesses with unrealized potential • Turnaround and crisis management services for threatened businesses • Restructuring for suppliers of modest size to those with annual sales over $4 billion • Analysis of operational issues to quantify and evaluate costs and pricing, rationalize product lines and streamline operations • Supply chain risk management analysis • Development of specialized systems for OEMs and Tier One suppliers to monitor the financial health of their suppliers • Part-by-part profitability analysis • Quality reviews, capacity studies and efficiency assessments Turnaround consulting services for middle market Tier One and Tier Two suppliers include: • Financial and operational assessments • Crisis management consulting • Development and implementation of turnaround and workout strategies • Negotiations with creditors, suppliers and customers • Interim management services • Development and implementation of exit strategies, including negotiation and structuring of strategic business combinations or sale of the business • Evaluation of restructuring strategies designed to maximize shareholder value Services geared for OEMs and large Tier One suppliers include: • Establishment of early warning systems for detecting and managing financially troubled suppliers • Preliminary analysis of financial viability of targeted suppliers • Implementation of turnaround consulting services, as referred by an OEM or Tier One supplier, directly to a targeted troubled supplier In cases of substantial risk, we provide strategic consulting services designed to manage supply chain risk to OEMs and Tier One suppliers: • On-site monitoring of financial and operational performance • Development and implementation of contingency plans where production is in jeopardy • Negotiations with the troubled suppliers, advisors and creditors • Facilitation of communication with suppliers and owners to ensure continuity of production Unique services that yield maximum value to creditors include: • Due diligence for new credit applications in connection with credit syndications • Situation analysis for troubled borrowers (troubled portfolio watch) • Turnaround consulting services to debtors, by lender referral • Financial viability analysis of the debtor and its business plans • Validation of borrower financial projections Reap the rewards
Where you started and where we take you may be vastly different places. Reducing costs. Resolving production problems. Restructuring the balance sheet. Reestablishing credibility with creditors, customers and suppliers. Our solutions for under-performing businesses in the automotive sector encompass all this and more. The outcome: improved results and restored value to the under-performing business and its stakeholders.
Automotive Turnaround Consulting
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SELECT ADDITIONAL TURNAROUND EXPERIENCE
Other Areas of Turnaround Expertise
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M&D’s greatest distinction from other turnaround consulting firms is our ability to combine and leverage strong financial and analytical skills with the results-oriented
experience of industry experts in a variety of arenas. A few examples of our expertise include real estate, restaurant, gaming and hospitality services.
CM&D Real Estate Advisory Group Experience
The Real Estate Advisory Group has extensive experience working in distressed situations with the following real estate sectors:
• Residential
• Commercial
• Retail
• Multi-Family
• Industrial
Advisory Roles
CM&D is able to assist institutions in managing their troubled real estate credits in a number of different ways (from both the creditor and debtor sides), including:
• Situational Assessment
• On-going Financial Advisory Services (during workout)
• Interim Management (CRO or Receiver)
• Capital Advisory Services
Industry Resources
Our team of industry experts has years of experience in the real estate field; we have been through real estate cycles before and are able to put this hands-on experience to work for our clients. We have the specific skill sets necessary for success in the field and are able to leverage our existing network of contacts. CM&D’s team of experts include:
• Communication Specialists
• Real Estate Developers
• Public Homebuilder Executives
• Real Estate Investment Managers
Core Services
Our basic approach to most engagements includes the following services:
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• Market feasibility analysis and identification of revenue improvement opportunities
• Analysis of short- and long-term cash flow situation
• Valuation under various disposition scenarios
• Overhead and operational analysis
• Identification of cost saving and/or cash flow improvement opportunities
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Advanced Value-Add
While executing our core services is the fundamental aspect of our focus, we differentiate ourselves from other advisory firms by drawing upon skill sets not found in other organizations. Many times, this is the difference between a good outcome and an outstanding one. Here are some of the ways that CM&D is able to ensure the best possible outcome for our clients:
• Whenever possible, we create positive and professional working relationships with borrowers and establish a consensus among stakeholders. CM&D also engages industry experts who are able to relate to the borrower and build credibility.
• Our creative solutions are geared to minimize costs and maximize value in the least amount of time possible. For each engagement, we develop a variety of options to show each scenario possible—along with their risks and opportunities.
• We are proactive and committed to keep the process moving forward, whether we are dealing with a recalcitrant borrower, defensive management team or contentious bank group. Part of our role is to keep all parties engaged and moving toward a definitive outcome.
“Our team is committed to providing your company an effective, measurable solution tailored to your needs.” Restaurants The restaurant industry has long been characterized by high capital requirements and low profit margins. Intense competition, fueled by abundant liquidity over the past several years, has resulted in an unfavorable environment characterized by:
• Declines in same-store sales
• The “crowded corner” phenomenon
• “Copycat” problems
CM&D has the experience to help right these difficult challenges through a unique approach. We have the extensive hands-on knowledge necessary to:
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• Manage lender relations as necessary
• Assess and manage liquidity needs
• Analyze and advise client with respect to store-level profitability
• Identify and implement operational improvement opportunities
• Improve franchisor/franchisee relations
• Advise client in matters of unlocking real estate value
Gaming and Hospitality In today’s economic environment, even the strongest gaming operations are facing difficult decisions and are dealing with unprecedented challenges. CM&D is well positioned to assist all stakeholders in the industry through these difficult situations. The CM&D team has not only in-depth knowledge of restructuring options, but knows specifically how those tools can be used to repair the balance sheets of gaming and hospitality companies and restore stability to the company’s financial situation. Our financial advisory services include turnaround and crisis management consulting, specifically:
• Cash and vendor management during periods of decreasing liquidity
• Preparation of integrated financial projection models used to forecast and manage the property’s daily financial situation during periods of financial crisis
• Assistance with operational and capital budgeting processes
• Managing costs during periods of declining revenues and margins
• Re-establish credibility and communication between the company and its constituencies
CM&D also offers:
• Restructuring and reorganization services
• Bankruptcy and fiduciary services
• Performance monitoring services
Our gaming and hospitality professionals are well equipped to provide a variety of operations advisory services that canvass all aspects of the gaming operation, including:
• Slots
• Table games
• Marketing
• Food and beverage
• Hotel
In addition, our seasoned professionals have decades of experience in all disciplines of the industry and are able to provide gaming and hospitality clients with the following:
• Interim management
• Management recruitment
• Construction project evaluation and advisory services
• Human resources advisory services
• Compliance advisory services
• Profit enhancement services
Additional Turnaround Experience
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Sometimes Vision Isn’t Enough
CM&D Operations Group LLC
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company may have vision. It may have the ideal product and the ideal team of professionals behind it. And as some of the world’s finest businesses have learned,
even that doesn’t guarantee financial success.
That’s Where CM&D Comes In CM&D helps you pinpoint operational issues and implement the changes needed to improve financial performance. Our Operations Group analyzes and fine-tunes business operational strategies, including methods and resources used for producing and delivering a product. We strengthen operational performance, and that, in turn, delivers strong financial performance — as evidenced by hundreds of companies that have achieved high-impact results with the help of our team. We identify the key drivers of operational success and translate those drivers into a plan of action and results.
“Identifying the right objectives takes objectivity.” The CM&D Approach Understand your business
The first step for improving performance is to understand what’s happening right now. We work with your management team to assess the costs of your operations and the processes that drive them. We identify specific actions that quickly impact the bottom line; then we work to predict the effects of process changes and, in some cases, demonstrate the need for a comprehensive restructuring plan. Get to the root of the matter
Understanding the root cause of operational issues is critical to the success of any improvement plan, and our skilled and experienced professionals waste no time. Our systematic approach quickly identifies the issues that lead to under-performance. Plan for success
Working with management, we develop and execute improvement plans to restore enterprise value. Our improvement plans create immediate sustainable value for your business. Whether it’s cost reduction, headcount reduction, scrap reduction, plant layout changes, new equipment purchases and implementation or plant consolidations and closings, our solutions bring rapid and measurable results. Reap the rewards
Our action plans lead to changes, and our changes lead to results. Once the CM&D plan has been implemented, your operations may look very different. The way you think about your business may be very different. And your expectations of your business will certainly be different as financial and operational performance are restored.
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KNOWLEDGE Performance Improvement Consulting
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When operational issues threaten financial results, we drive the changes to improve performance. Our goal is straightforward — to restore enterprise value through performance improvement that impacts the bottom line. • Cost and Product Profitability Analysis • Cost Reduction Planning and Implementation • Demand Planning • Distribution Logic • Forecasting • Global Manufacturing Footprint • Inventory Management Assessment and Planning • Labor Cost Analysis and Headcount Reduction
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• Lean Manufacturing Systems Planning, Assessment and Implementation • Logistics • Make vs. Source Decisions • Management Assessment and Changes • Manufacturing Strategy Assessment and Planning • Negotiations with Customers • Plant Floor Layout and Process Flow Analysis • Plant Scheduling
• Premium Freight Reduction • Process Improvement Tools and Methods • Product Launch Assistance • Quality Systems and Containment Status Assistance • Rationalization of Plant Capacity, Including Disposition/Closing of Facilities • Sales and Operations Planning • Scrap Reduction Methods and Systems • Structured Problem Solving for Process Improvement
CM&D provided operational advisory services to the Company.
CM&D provided operational advisory services to the Company.
CM&D assisted the Company with the development of an investment thesis to restructure global sourcing and supply chain strategies.
CM&D provided operational advisory services to the Company.
CM&D provided operational advisory services to the Company.
CM&D assisted the Company with the development of an investment thesis to restructure global sourcing and supply chain strategies.
CM&D provided operational advisory services to the Company.
CM&D provided operational and financial advisory services to the Company.
CM&D assisted the Company with the development of an investment thesis to restructure global sourcing and supply chain strategies.
CM&D provided operational advisory services to suppliers of the Company.
CM&D provided operational advisory services to the Company.
CM&D assisted the Company with the development of an investment thesis to restructure global sourcing and supply chain strategies.
“From a first look to the long term, CM&D delivers.” Interim Management CM&D professionals have the background and expertise to fill key operational roles in numerous industry groups for an interim period while permanent staffing decisions are made, including: • Chief Executive Officers • Divisional Presidents • Chief Financial Officers • Plant Managers • Chief Operating Officers • Production Control Managers • Chief Restructuring Officers • Quality Managers • Corporate Controllers • Treasurers Serving as a key part of your team, CM&D professionals build consensus among all constituencies to a workout including: • Management • Customers • Secured and Unsecured Creditors • Vendors • Equity Holders • Employees
Post-M&A Operations Consulting During mergers and acquisitions, customer relationships must be managed. Operations, costs and staff must be consolidated. Product line strategy must be developed. Management disciplines must be implemented. Cultures must be blended. We help you create the most seamless transition possible, with business processes and project management disciplines that harness the value levers and manage the risks.
Evaluations Performance Check-Up
Call on us at a moment’s notice for a rapid evaluation of your company’s operations. In a short time frame, we’ll review standard operating metrics like internal and external quality rejects, plant and equipment utilization, delivery performance, premium freight, headcount and efficiency. Then we’ll develop your risk and opportunities report — your road map to prioritizing initiatives. Performance Assessment
A solid performance assessment can make the difference between success and failure. Ours incorporates operational due diligence as a key component. Whether part of a viability analysis, an initial phase of a turnaround assignment, or part of a litigation support matter, you’ll get a detailed analysis of your company’s operating performance, including: • Clearly identified issues that have the greatest impact on your overall profitability • Prioritized improvement initiatives • Estimated range of financial impact
Performance Improvement Plan Does your company have a performance improvement plan? If so, does it establish the link between operational changes and financial results? Ours will. We work with your accounting and finance professionals to identify the true financial impact of proposed improvements. It’s an ideal service for businesses that: • May currently be profitable but management believes are under-performing • Are near break-even during robust economic times • Require an objective, strategic review of operations and product portfolio to align capacity with customer demand, eliminate redundancy and maximize productivity
CM&D Operations Group LLC
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CM&D ASIAN SERVICES
“Lowering costs and raising potential...on a global scale.”
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M&D anticipated the needs of our clients who would soon be seeking on-the-ground services to assist in developing and implementing low cost country supply chain
strategies, market penetration plans and transaction services in Asia. Our unique level of global expertise has served our clients well. We’ve assisted companies in industries such as automotive, consumer products, toy and gift, textiles and kitchenware with sourcing and supply chain strategies to achieve significant savings — in some instances over 75%.
Our Scope of Services: • Identification, qualification and validation of suppliers, including complete supplier development and quality programs • Development and/or optimization of supply chain strategies for efficient shipping and handling of product • Specialization in exiting under-performing or distressed assets in the Asian market • Mergers and acquisitions throughout Asia • Development of an investment thesis with real-time cost information • Development of a human resources strategy for Asia, including recruitment and retention • Identification and negotiation of joint ventures or other appropriate Asian relationships • Economic analysis for Asian market penetration • Access to CM&D’s proprietary supplier base • Coordination of all legal, accounting and banking functions for the support of the formation of an Asian corporate entity When you’re ready to develop and implement your company’s low cost country strategy, our global position and its relevance in our marketplace in the United States make CM&D’s Asian practice your most logical source.
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DUE DILIGENCE SERVICES
More Than the Big Picture — the Complete Picture
W
hether you’re acquiring a business or divesting yourself of one, the operative words are caution and thoroughness. It’s crucial to understand both operational and
financial performance to have the complete picture you need for profitable decision making. For this reason, CM&D’s ability to provide a comprehensive coordinated approach to business evaluation and due diligence initiatives has been invaluable to companies nationwide — before, during and after the transaction. We customize each initiative to precisely suit your needs, with a clear focus on the specific aspects of the target’s financial situation or operational structure that are most critical to your assessment. And while our core practice of financial and operational advisory services uniquely qualifies us for the job, our quest for the most complete and thorough assessment includes bringing together other professionals such as tax specialists, benefits specialists and information technology experts.
CM&D’s Due Diligence Expertise Serves: • Equity sponsors intending acquisition, investment or divestiture • Company ownership contemplating acquisition or divestiture • Lenders having debtor concerns or debtor proposals • OEMs or customers having concerns about suppliers or prospective business placement • Companies needing synergies assessment • Companies needing post-merger integration services
“ Be careful what you ask for — and compete for.”
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Our balanced approach to business assessment looks at both operational and financial performance and offers a more complete picture of a business. Due Diligence and Valuation Services:
Where CM&D Stands Out:
• Buy-Side Services
• Extensive financial, industry and
• Experience working in troubled and
• Post-Merger Integration Services
operational experience — we know what
crisis situations — we know what can
• Sell-Side Services
is important.
go wrong and we recognize the warning
• Synergies Assessment • Valuations for Financial Statement, Tax and Transactional Purposes
• Experience in working under an expedited time frame — we get to the issues quickly. • Excellent operational due diligence
signs. • Integrity and confidence in our
work — we tell it like it is.
capability — we can evaluate the company’s execution.
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CM&D provided financial and operational due diligence services for creditors considering providing a revised DIP loan to the Company.
CM&D provided financial due diligence services for an investor related to the potential acquisition of the Companies.
CM&D provided operational due diligence services for an investor related to the potential acquisition of the Company.
CM&D provided financial and operational due diligence services for creditors contemplating additional investments in the Company.
CM&D provided operational due diligence services for a consortium of private equity funds contemplating investments in the Company.
CM&D provided financial due diligence services for an investor interested in select assets of the Company.
CM&D provided financial due diligence services for a lender pursuing a senior debt loan to the Company.
CM&D provided operational due diligence services for an investor interested in assets of the Company.
CM&D provided financial and operational due diligence services for an investor interested in the Company.
CM&D provided financial and operational due diligence services for an investor pursuing an equity investment and subordinated debt loan to the Company.
CM&D provided financial and operational due diligence services for an investor interested in assets of the Company.
CM&D provided financial and operational due diligence services for an investor interested in the Company.
CM&D’s Due Diligence Services Financial and Accounting
Our core due diligence services focus on a thorough assessment of the following: • Industry Situation and Competitive Advantage — We accurately determine the company’s position and evaluate opportunities in the marketplace. • Historical and Projected Financial Results — We evaluate the financial direction of the company and focus on issues critical to profitability such as cost structure, production efficiency, program and customer profitability, capacity issues and constraints, pricing pressures, procurement issues, organizational structure and management effectiveness. • Assets and Liabilities — We determine how key assets provide tangible value to the current business model. We also probe for unrecorded, off-balance sheet or contingent liabilities. • Hidden Issues — We stay attuned to potential economic, industry-related, financial, operational or organizational problems that can develop and derail the target’s strategic and financial plans. operational
We can evaluate the operational issues and opportunities for value enhancements of the target company, including: • Manufacturing strategy and implementation • Labor and capital intensity and efficiency • Cost management and product profitability • Inventory management effectiveness • Labor, material and overhead cost reduction plans • Process improvement plans • Plant capacity, flexibility and scalability • Plant floor layout and process flow • Quality systems effectiveness and costs of quality Evaluation of Synergies and Post-Transaction Integration
The costs of a post-transaction integration are often understated. CM&D fully evaluates and quantifies potential costs and synergies, helping companies and financial sponsors integrate an acquired business and maximize the financial and operational benefits.
Due Diligence Services
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litigation support services The Courtroom Is No Place to Learn the Ropes of Litigation
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he world of commercial litigation often involves complex financial issues. While corporate leaders may be the best in their own lines of work, evaluating claims of
economic damage means charting unfamiliar waters. When legal decisions are at stake, there’s no room for uncertainty. With hundreds of cases under our belt, CM&D brings the experience and expertise you need to give you an added edge, with litigation support services in matters requiring forensic accounting, financial analysis and economic damage quantification. As consultants to counsel or as expert witnesses, we investigate, analyze and present the economic issues, bringing order and clarity to the financial evidence.
If You’re Confused, Just Imagine the Jury Judges and juries may be confronted with complex and confusing technical information and evidence. CM&D consultants understand. Experienced in the fine points of courtroom presentation, communication and use of graphic and physical aids, we adeptly transform abstract notions into recognizable processes to help decision-makers comprehend the issues. Our qualifications, commitment to rigorous analysis and thorough preparation have earned us a reputation for providing credible and effective expert testimony.
“Being at the top of your game is critical.” Our Consultants CM&D’s litigation support consultants are among the most highly credentialed in the business, including Certified Public Accountants, Certified Fraud Examiners, Certified Financial Forensics Specialists, Certified Valuation Analysts and Accredited Business Valuation Specialists.
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We are specialists in providing litigation support services in matters requiring forensic accounting, financial analysis and economic damage quantification. • Business experience in finance,
Track record of effective testimony in
operations and management
bankruptcy and commercial litigation:
• Extensive experience in litigation
• Business viability and Chapter 11
consulting and forensic accounting • Impeccable credentials in accounting and financial investigation • In-depth understanding of the litigation process
confirmation standards • Valuation, bankruptcy recovery actions, solvency and insolvency
• Fraud, Ponzi schemes, tracing of funds and forensic investigations • Accounting methods and standards • Substantive consolidation, recharacterization and equitable subordination
• Economic damages, causation and mitigation of damages
We achieve results through: Analysis, Investigation, Preparation and Testimony
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Performed forensic accounting analysis related to fraudulent actions by one party involved in a real estate partnership. CM&D’s analysis discovered and quantified the severity of the fraud.
Performed forensic accounting analysis related to the collapse of a Canadian insurance company, including the identification and quantification of fraud and the valuation of assets related to a pursuit of claims against various third parties.
Performed a damage assessment for the bankruptcy estate of a retailer related to a professional malpractice claim against a Big Four accounting firm. CM&D’s deposition testimony was instrumental in reaching a settlement.
Performed a comprehensive evaluation of an ordinary course of business defense for a tooling and die manufacturer in the automotive industry related to a preference action.
Assessed economic damages related to a breach of contract between an automotive original equipment manufacturer and an automotive supplier.
Performed forensic accounting analysis for an unsecured creditors’ committee pursuing alleged fraudulent conveyances related to an LBO transaction for an automotive supplier.
Performed an assessment of economic damages related to a breach of employment contract.
Performed a damage assessment for a regional bank related to a professional malpractice claim against a Big Four accounting firm.
Provided litigation support and financial advisory services to a management company in connection with the preparation and presentation of fund performance information to investors in its risk-linked hedge funds.
Performed a damage assessment for a professional sports franchise related to the termination of a stadium lease contract.
Assessed damages related to the termination of a significant contract during a retailer’s bankruptcy case.
Assessed economic damages related to a breach of contract not to sell similar products in a retail store as others in the same shopping center.
Our Scope of Services Quantification of Economic Damages
The quantification of economic damage claims is a critical element of most litigation proceedings. We assess and quantify claims of economic damages and lost profits in virtually all types of litigation, including: • Securities violations
• Fraud
• Business interruption
• Shareholder disputes
• Business tort
• Patent infringements
• Personal injury
• Wrongful death
• Breach of contract
• Employment disputes
• Lender liability
• Antitrust
• Professional malpractice
• Condemnation
Fraud and Forensic Accounting Investigations
CM&D’s Certified Fraud Examiners possess the accounting, auditing and investigative skills needed to conduct a comprehensive investigation and communicate the results clearly and concisely in a legal setting. Our team can see through distractions, effectively evaluate all situations and even advise on alternatives for recovery and fraud prevention. Our investigative analyses include: • Quantification of financial and other business losses arising from fraud • Reconstruction of financial transactions from incomplete or falsified records • Expert testimony • Identification of missing assets • Investigation of employee fraud • Analysis of fraud prevention systems • Discovery of financial schemes • Tracing of illicit transactions • Solvency opinions regarding fraudulent conveyance claims • Money laundering Business Valuation
CM&D’s professionals specifically accredited in business valuation have provided appraisals and expert testimony on valuations in a wide range of settings, cases and circumstances, including: • Securities
• Other commercial litigation
• Valuations for financial statement
• Share value
purposes, including FAS 141, 142
• Bankruptcy reorganizations
and 157
• Bankruptcy recovery actions and
• Fraudulent conveyance litigation
defense
• Contractual disputes
• Leveraged buyouts
• Shareholder suits
• Income tax valuations
• Lender liability claims
• Gift and estate tax resolutions
• ESOP transactions
• Condemnations
• Intellectual property disputes
• Buy/Sell agreements • Divorce
Litigation Support Services
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CM&D CAPITAL ADVISORS LLC
“We are leaders in developing and executing investment banking solutions.” Raising Capital — Raising Prospects
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hether your needs involve capital raising, financial restructuring and recapitalizations, mergers and acquisitions advisory services or general corporate finance advisory
services, CM&D Capital Advisors LLC (CM&D Capital) delivers superior results. As the investment banking affiliate of CM&D, CM&D Capital specializes in investment banking services for both performing and under-performing middle market companies.
The CM&D Capital Approach Evaluate
We start by evaluating company and market-specific risks and opportunities, quickly assessing your situation. Plan
Next we identify the appropriate strategic alternatives that will support your short-term and long-term goals. We develop and implement near-term strategies in cases where the focus is on addressing immediate issues such as liquidity and cash flow requirements. In all cases, we structure and execute long-term strategies that promote a revitalization of the business growth initiatives and/or the maximization of value. EXECUTE
Finally, we put the plan into action, bringing together the right professionals to achieve a successful outcome for your business.
Maximize Your Value, With Services Including: Capital Raising
We’re a trusted financial advisor with deep market knowledge and investor relationships. While we’ve developed, negotiated and closed complex financings for both performing and under-performing businesses, large and small, each company is unique. That’s why we work closely with you to develop and execute creative financing alternatives tailored to your specific operational and capital requirements.
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CM&D
value Name of Section
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Leaders in developing and executing capital solutions that maximize the value of your enterprise. • Capital Raising
• Sell-Side Advisory
• Buy-Side Advisory
• Alternative Capital
• Performing or Under-
• Performing and
• Mezzanine Financing • Private Equity
performing Companies • Distressed Sales, Including
• Senior Bank Debt • Senior Institutional Debt
Section 363 Transactions
• Recapitalization and Restructurings
Under-performing Targets • Domestic and Foreign Operations
• Divestitures of Performing or Under-performing Assets/
• Out-of-court • Chapter 11 Proceedings • Within Existing Constituent Groups and/or New Capital Providers
Divisions • Domestic and Foreign Operations has been acquired by has been acquired by
has been acquired by
2008 Transaction of the Year Award — Turnaround Management Association, Detroit Chapter CM&D Capital Advisors LLC served as investment banker to Penda Corporation in this transaction.
2007 Transaction of the Year Award — Turnaround Management Association, Chicago Chapter CM&D Capital Advisors LLC served as investment banker to KL Industries, Inc. in this transaction.
2006 Transaction of the Year Award — Turnaround Management Association, Detroit Chapter CM&D Capital Advisors LLC served as investment banker to Hastings Manufacturing Company in this transaction.
The East Division of Senior Secured Debt Junior Secured Debt Recapitalization and Restructuring of the above Debt Securities
has agreed to merge with
CM&D Capital Advisors LLC acted as investment banker to Formed Fiber Technologies, a portfolio company of Morgenthaler Partners, in this transaction.
CM&D Capital Advisors LLC acted as investment banker to Durakon Industries, Inc., a portfolio company of Littlejohn & Co, LLC, in the above transaction.
has been acquired by Blackbird Capital Partners CM&D Capital Advisors LLC served as investment banker to The Sabin Robbins Paper Company in this transaction.
has been acquired by
has been acquired by has been recapitalized through a Share Repurchase transaction CM&D Capital Advisors LLC served as investment banker to Resolve Staffing, Inc., in this transaction.
$11,250,000 Senior Secured Revolving Credit and Term Loan Facilities CM&D Capital Advisors LLC served as investment banker to Casting Technology Company, a wholly owned portfolio company of Monomoy Capital Partners, L.P., in this transaction.
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CM&D
CM&D Capital Advisors LLC acted as investment banker to the Court-Appointed Receiver in this transaction.
$285,000,000 Recapitalization $80 Million Revolving Credit Facility $100 Million First Lien Term Loan $35 Million Synthetic L/C Facility $70 Million Second Lien Term Loan CM&D Capital Advisors LLC served as investment banker to Intermet Corporation in this transaction.
CM&D Capital Advisors LLC served as investment banker to Manufacturers Products Company in this transaction.
$4,915,000 Senior Secured Credit Facility $2,300,000 Subordinated Debt CM&D Capital Advisors LLC served as investment banker to Craft Cast Company, Inc., a wholly owned portfolio company of Reliant Equity Investors in this transaction.
Recapitalization and Restructuring
CM&D Capital implements strategic alternatives, from complex debt restructurings and placement of senior and junior securities to divestitures and asset sales. CM&D Capital: • Analyzes the operations, financial condition and liquidity, long-term business plan and related debt capacity • Evaluates various capital structures and alternatives to improve liquidity while
supporting long-term growth and plan implementation
• Develops strategies for a successful financial restructuring • Negotiates with various stakeholders and other constituents to restructure existing
debt, equity and other corporate liabilities
• Arranges DIP financing, exit financing and other capital raising solutions • Executes transactions in the context of out-of-court restructurings or in formal bankruptcy proceedings Mergers and Acquisitions Advisory
Our full range of mergers and acquisitions advisory services includes buy-side and sell-side expertise. We’ll work with you from the early stages of strategic planning through the closing and post-closing time period of a transaction. Our in-depth relationships with key financial buyers and industry participants facilitate successful transactions that result in maximum enterprise value. CM&D Capital takes a strategic, thorough and results-focused approach to each transaction. Whether buying or selling performing or under-performing companies, we frequently team with CM&D to “pre-address” sell-side diligence issues and perform in-depth operational due diligence on buy-side engagements. Our sell-side role typically includes: • Analysis of business and review of strategic alternatives • Development of sale strategy • Identification and analysis of optimal deal structure
CM&D Capital: Named One of the Nation’s “Outstanding Investment Bankers” by Turnarounds & Workouts
• Sell-side due diligence • Positioning and preparation of marketing materials • Definition and contact of buyer universe • Solicitation of bids • Negotiation of proposals and contracts • Post-closing and integration analysis Our buy-side role typically includes: • Analysis of business and review of strategic alternatives • Development of buy-side strategy, including target identification, approach and negotiating tactics • Target financial analysis and valuation • Operational due diligence • Transaction-related capital raising CM&D Capital professionals have executed over $8 billion in capital raising, restructuring and mergers and acquisitions transactions.
CM&D Capital Advisors LLC
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Every Business Is a People Business
OUR TEAM OF EXPERTS
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hile all businesses have complex systems, processes and resources, each business is also an organization made up of people. And it’s people who drive change.
CM&D understands that and works with management, coordinating roles and functions to effect change. CM&D also understands that your business is complex and requires more than one type of professional. That’s why our team includes former business owners and presidents, costing experts, quality and manufacturing engineers, skilled problem-solving experts, financial professionals and manufacturing strategy specialists. Over half of our consultants have earned MBAs at top business schools. Our consultants also hold a variety of certifcations and credentials. Most have held financial, operational and management positions and have been employed by firms of various sizes as managers, principals and founders. Numerous CM&D consultants have become widely recognized and respected authorities in their field of expertise. Many have been featured presenters at industry conferences and have authored articles published in professional journals. The extraordinary capability of our team is the result of the extensive work experience of our professionals. This multidimensional task force brings you unparalleled value as our array of experts work to fully understand, preserve and restore the greatest amount of value for your situation and develop powerful unique solutions to complex problems.
“What’s more important than having the right conditions come together? Having the right people come together.” CM&D has managed hundreds of engagements and returned firms to profitability in a wide range of industries, including: • Aerospace and Airlines
• Packaging and Distribution
• Automotive
• Printing
• Construction/Contracting
• Pulp and Paper
• Consumer Products
• Real Estate/Home Building
• Engineering and Design
• Research and Development
• Gaming, Hospitality and Entertainment
• Restaurants
• Environmental
• Retail
• Financial and Professional Services
• Service Industries
• Food Services
• Specialty Gases
• Healthcare
• Technology, Telecom, Electronics
• Heavy Industry, Steel, Plastics
• Transportation and Logistics
• Manufacturing
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CM&D
Credentials Matter. We Recognize Their Importance and So Should You. • CTP — Certified Turnaround Professional • CPA — Certified Public Accountant • CFE — Certified Fraud Examiner • CVA — Certified Valuation Analyst • CIRA — Certified Insolvency and Restructuring Advisor • ABV/AICPA — Accredited in Business Valuation Specialist • CFF/AICPA — Certified in Financial Forensics Specialist • CDBV — Certified in Distressed Business Valuation
Recipient of Several Awards, Including: • “Outstanding Turnaround Firm” awarded by Turnarounds & Workouts • “Best Places to Work” awarded by Crain’s Detroit Business and IRI Consultants to Management • “People to Watch: Professionals Making Their Mark” awarded by Turnarounds & Workouts • “101 Best and Brightest Companies to Work For” awarded by Michigan Business and Professional Association • “Outstanding Investment Banker” awarded by Turnarounds & Workouts
excellence Our Team of Experts
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CM&D’s Founders Van E. Conway
Van Conway is nationally recognized in the fields of insolvency/bankruptcy; financing, reorganization and management of troubled companies; mergers and acquisitions; debt restructuring; and litigation support. Mr. Conway has provided advisory services to under-performing businesses and related parties for nearly thirty years and is a Certified Turnaround Professional, Certified Insolvency and Restructuring Advisor and Certified in Distressed Business Valuation. He has been engaged as a turnaround consultant and financial advisor to clients in various industries, including automotive, manufacturing, steel, service, transportation, distribution, real estate, homebuilding and contracting. As a financial advisor, he has worked closely with debtors, lenders and creditor committees in out-of-court or Chapter 11 restructurings and has provided consulting services in turnaround, profit enhancement and cost reduction strategies. In the area of litigation support services, Mr. Conway is uniquely qualified to provide expert testimony on lost profits, economic damages, business valuation and related matters. As a Certified Public Accountant and Certified Fraud Examiner, he also offers assistance with fraud-related issues, including detection, investigation and quantification. As one of the founders of CM&D, Mr. Conway has been with the firm since 1987. Previously, he was a Partner at Deloitte & Touche where he specialized in insolvency, litigation and mergers and acquisitions. Mr. Conway is a Fellow of the American College of Bankruptcy and a member of the Turnaround Management Association as well as numerous other professional organizations. He is a Certified Valuation Analyst and is Accredited in Business Valuation and Certified in Financial Forensics by the American Institute for Certified Public Accountants. He has a Bachelor of Science in Business Administration from John Carroll University and a Master of Business Administration from the University of Detroit. Additionally, he has served on several corporate boards of directors and frequently writes and speaks on the topics of managing troubled companies and litigation support.
“The CM&D team is one of the most highly credentialed in the business. Over half of our consultants have earned MBAs at top business schools.�
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CM&D
“Our Senior Managing Directors, who directly manage engagements, have an average of thirty years in corporate revitalization. Success takes a plan and a partner.� Donald S. MacKenzie
Don MacKenzie is a recognized expert at orchestrating successful financial and operational restructuring transactions in various industries, including automotive, equipment manufacturing, industrial contracting and high-tech. Mr. MacKenzie has wide-ranging experience in insolvency and bankruptcy matters, turnaround and crisis management, mergers and acquisitions, transaction financing, corporate renewal and business valuations. He provides litigation support services, including expert testimony in federal and state courts on securities violations, fraudulent conveyances, reorganization plan feasibility, business valuations, contractual interference and breach of contract. As an expert in the automotive industry, Mr. MacKenzie interfaces with, and advises, Chief Executive Officers, senior management and board members regarding various strategy decisions and tactics to successfully navigate within the industry. He is frequently called upon by OEMs, Tier One suppliers, financial institutions and investors, such as private equity and hedge funds, to provide advice and counsel, and when applicable, he oversees services provided to these institutions by CM&D. He has served as interim Chief Executive Officer and Chief Restructuring Officer for both public and private middle market companies and large Tier One suppliers operating with complex capital structures in the international marketplace. Due to his vast knowledge of the interworkings of the automotive industry, Mr. MacKenzie is able to formulate negotiated solutions for complex transactions with customers, financial institutions and other interested parties. With his broad base of representation, automotive expertise and strategy analysis, Mr. MacKenzie is highly regarded as a unique financial and operational expert within the automotive industry. As one of the founders of CM&D, Mr. MacKenzie has been with the firm since 1987. He is a Certified Turnaround Professional, Certified Public Accountant and has a Bachelor of Science in Accounting from Michigan State University. He is a member of the Turnaround Management Association, the Association of Insolvency and Reorganization Accountants, the American Bankruptcy Institute, the American Institute of Certified Public Accountants and the Michigan Association of Certified Public Accountants. He frequently conducts seminars and lectures on the subjects of corporate renewal, restructuring and various additional topics relating to the automotive industry.
Our Team of Experts
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Strategic Partnership
CM&D’s strategic partnership with Bryan, Tappy and Tilley, LLP (BT&T) allows us to provide turnaround and restructuring services to companies in both North America and Europe. This alliance between the firms provides a seamless solution to companies in need of international restructuring services. This partnership enables us to operate most effectively in cross border situations. We are able to provide our clients with unsurpassed cultural knowledge and linguistic capabilities critical in understanding local, national and international issues. The professionals of CM&D and BT&T have been fixtures in the turnaround and restructuring industry for well over 30 years. The level of real-world, hands-on experience is unmatched, particularly in the automotive industry. We have worked, individually and collectively, on many of the largest restructuring engagements, including those involving all of the various subsets of the field. In fact, CM&D and BT&T have performed engagements on behalf of more under-performing automotive suppliers than any other turnaround firm in the industry.
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CM&D
Call our headquarters at 248-433-3100 or visit www.c-m-d.com Offices Detroit – Corporate Headquarters
401 South Old Woodward Avenue, Suite 340, Birmingham, MI 48009 • 248-433-3100 Atlanta
7000 Central Parkway, NE, Suite 1325, Atlanta, GA 30328 • 770-394-9905 Chicago
303 West Madison Avenue, Suite 1600, Chicago, IL 60606 • 312-220-0100 Dayton
109 North Main Street, 500 Performance Place, Dayton, OH 45402 • 937-222-7317 HOUSTON
1301 McKinney, Suite 2025, Houston, TX 77010 • 713-650-0500 LONDON (Bryan, tappy and tilley, llp)
271 Regent Street, W1B 2ES, London, UK • +44 20 3178 4902 New York
1270 Avenue of the Americas, Suite 2340, New York, NY 10020 • 212-586-2200 Shanghai
Shanghai Times Square, 93 Huaihai Zhong Road, Suite 1901, Shanghai 200021 • 8621-6141-5350 DALLAS • FRANKFURT