CRT Investment Banking LLC - Gershon Capital...Private Placements China Hydroelectric Corporation...
Transcript of CRT Investment Banking LLC - Gershon Capital...Private Placements China Hydroelectric Corporation...
INVESTMENT BANKING LLC
CRT Investment Banking LLC
January 2010
INVESTMENT BANKING LLC
Page 2
Overview of CRT Investment Banking
CRT Investment Banking dedicates unparalleled senior-level attention on a day-to-day
basis from experienced Managing Directors averaging over 20 years of Wall Street
experience
Industry
Expertise
Strategic
Advisory
Restructuring
Advisory
• Consumer products
• Energy
• Industrial and manufacturing
• Information technology
• Healthcare and biotechnology
• Mergers & acquisitions
• Going-private transactions
• Spin-offs
• Fairness opinions & valuations
• Complex negotiations
• Pre-packaged bankruptcy plans
• Targeted private equity financings
• Asset sales
CRT Investment
Banking LLC is a
diversified partnership
of highly experienced
professionals who
provide a broad range
of financial services
and objective advice to
corporate clients,
entrepreneurs and
financial sponsors
Corporate
Finance
Divestitures /
Corporate Sales
• Equity, convertible & high-yield issuances
• Private equity investments
• Strategic investments
• Auctions
• Targeted sales
• Whole company monetizations
INVESTMENT BANKING LLC
Page 3
Public and Private Debt
Investment Grade Debt
Subordinated Debt
Convertible Debt
Public and Private Preferred Equity
Public Common Equity
IPOs
Follow-ons / Secondary Offerings
Equity Private Placements
144A Equity
Reg D Equity
PIPEs
Financings
Mergers & Acquisitions
Buy-side
Sell-side
Joint Venture
Shareholder Rights Plans
Restructuring
Advisory
Out-of-Court Services
Stakeholder Representation
Bankruptcy Services
Fairness / Solvency Opinions
General Advisory
Advisory
Broad Product and Service Capability
Since CRT offers
the full range of
financing and
advisory products
and services, the
firm can provide
truly objective
advice and structure
innovative solutions
INVESTMENT BANKING LLC
Page 4
Representative
Transactions
Merger, Acquisition, Divestiture and Advisory
CRT Investment Banking has assembled a seasoned team of senior level investment
bankers who bring a tremendous level of experience to assist companies in building
and realizing shareholder value
Our team brings considerable industry knowledge in addition to a fundamental approach to
become immediately familiar with a company’s opportunities, risks, strengths and weaknesses
relative to its industry
Our goal is to become a trusted advisor sought by management and shareholders to assist
companies in reviewing, defining and implementing strategic alternatives, whether that
includes divestiture, sale, acquisition, joint venture or basic pursuit of an internal business plan
Exclusive
Sales and
Divestitures
INVESTMENT BANKING LLC
Hispanic Teleservices
Corporation
has been acquired by
Teleperformance
The undersigned acted as financial
advisor to Hispanic Teleservices
Corporation
Springs Industries&
Coteminashave agreed to merge their home
textile business
The undersigned acted as financial
advisor to Springs Industries
Mergers &
Acquisitions
LBOs
Spin-Offs
Fairness
Opinions
Going-
Private
Transactions
Brazil Ethanol, Inc.
has acquired
S.A. Leão e Irmãos Açúcar
e Álcool
The undersigned acted as
financial advisor to Brazil Ethanol,
Inc.
Arcadia Resources Inc.
has sold its Industrial Staffing business to
Employment Plus
The undersigned acted as
financial advisor to Arcadia
Resources Inc.
INVESTMENT BANKING LLC
Page 5
Restructuring Advisory
CRT’s Restructuring Advisory Group professionals provide strategic advice that
assists companies and their investors in maximizing the value of their investments in
a difficult market environment
CRT’s Restructuring Advisory Group professionals have over forty years of experience in financial restructuring and have completed more than $100 billion dollars in transactions
Services include:
Distressed capital raising
Exchange offers
Pre-packaged filings
Restructure businesses
through a court process
Distressed asset sales
Fairness and solvency
opinions
Targeted clients include:
Debtors
Official creditor
committees
Official noteholder
committees
Ad hoc noteholder
committees
Equity committees
Representative
Transactions
RefCo
$16,800,000,000
Restructuring
Financial Advisor to the Ad Hoc
Committee
of Equity Holders
Adelphia
$20,000,000,000
Restructuring
Financial Advisor to the Official
Committee
of Equity Holders
Primus
Telecommunications
$575,000,000
Restructuring
The undersigned acted as financial
advisor to the Debtors
Federal Mogul
$2,700,000,000
Financial Advisor
The undersigned acted as financial
advisor to the Asbestos Insurers
INVESTMENT BANKING LLC
Page 6
Equity and Debt Offerings
Representative
Transactions
CRT raises institutional capital on behalf of middle-market companies and
entrepreneurs
CRT’s experienced team of capital market professionals provide structuring, pricing and
execution capabilities in connection with equity and debt offerings
► Knowledgeable sales force
► Access to investor base
► After-market support and feedback
► Widely-respected research
Private capital offers companies enhanced flexibility and rapid execution
► Current market conditions, timing or size of offering may make the private market more
attractive to a client
► CRT’s deep-seated relationships with principal investors provide clients the opportunity to
maximize pricing and deal terms while gaining immediate credibility and access to
institutional investors
Registered Transactions
Private Placements
China Hydroelectric
Corporation
$150,000,000
Private Placement
The undersigned acted as
Co-Placement Agent
Synthesis Energy
Systems, Inc.
$53,562,654
Common Stock
The undersigned acted as
Sole Placement Agent
Brazil Ethanol, Inc.
$150,000,000
Private Placement
The undersigned acted as
Sole Placement Agent
Viceroy Acquisition
(n/k/a Future Fuels)
$180,000,000
IPO
The undersigned acted as
Book-Running Manager
INVESTMENT BANKING LLC
Page 7
Partnership with CRT Capital Group LLC
130 employees
Leading market maker in a broad range
of debt, equity and derivatives
securities
Listed / OTC / Bulletin Board
Approximately 1,000 common stocks
Over 100 preferred stocks
Nearly 1,000 different high yield and
convertible bond issues
Secured and unsecured loans
Warrants and other derivative
instruments
1,800 institutional investor clients
Hedge funds
Mutual and pension funds
Insurance companies
Institutional Sales & Trading
10 full-time research professionals
Cover more than 130 companies across
growth segments
Industrials
Healthcare
Technology / Media / Telecom
Energy
Consumer / Retail
China / Emerging Markets
Unique situational research focus
Seeking relative value among different
companies within an industry
Cover complete capital structure –
equity and debt
Research
CRT Capital Group LLC is an institutional securities trading firm that provides creative, idea-driven advice
and solutions delivered by experienced professionals
INVESTMENT BANKING LLC
CRT Investment Banking Professionals
Page 8
Randall LambertHead of Restructuring
Chanin Capital
BDS Securities
21 Years
Managing Director, Head of NYC &
London offices at Chanin Capital
Partners
Managing Director at BDS
Securities
Tim MeyerManaging Director
BMO Capital Markets
ING Barings
SPP Hambro
21 Years
Head of Private Placements at
BMO Capital Markets & ING
Barings
Partner & Co-Head of Distribution
at SPP Hambro
Jim HesburghManaging Director
Cowen & Company
Salomon Smith Barney
Paine Webber
24 Years
Head of Healthcare Services at
Cowen & Co.
Director in Healthcare Banking at
Salomon Smith Barney
Bob HastingsAdvisory Director
UBS Warburg
PaineWebber
29 Years
Managing Director in M&A Group at
UBS Warburg
Head of M&A at PaineWebber
George BickerstaffManaging Director
Novartis Pharma
Workscape
IMS Healthcare
21 Years
Chief Financial Officer of Novartis
Pharma, Workscape and IMS
Healthcare
Doug HarveyManaging Director
Salomon Smith Barney
30 Years
Managing Director Salomon Smith
Barney High Yield and Leverage
Finance Capital Markets
Olivier SaidiManaging Director
5 Gems Strategic Advisory
Aureon Labs
JC Decaux
13 Years
Chief Executive Officer of 5 Gems
Strategic Advisory
Co-Founder of Aureon Labs
Head of Strategy and Chief
Technology Officer of JC Decaux
Michael SeerySenior Vice President
Chanin Capital
15 Years
Financial Restructuring Senior Vice
President at
Chanin Capital Partners
Kristopher HopkinsSenior Vice President
Jefferies
Penske
9 Years
Automotive Group Vice President at
Jefferies
Michael EspinalSenior Vice President
Chanin Capital
Duff & Phelps
15 Years
Vice President at Chanin
Capital Partners
Vice President at Duff & Phelps
Mark SaraivaVice President
Houlihan Lokey Howard & Zukin
Ernst & Young
8 Years
Associate at Houlihan Lokey
Howard & Zukin
Michiel McCartyHead of Banking
Gleacher Partners
SG Warburg
Dillon Read
32 Years
Managing Director at Gleacher
Partners
Head of U.S. & Latin America
Investment Banking at SG Warburg
Christopher HeplerVice President
Parker / Hunter
6 Years
Analyst at Parker / Hunter
Nathan LaverriereAssociate
Citigroup
5 Years
Transaction Execution Group
Analyst at Citigroup
Jonathan MiscimarraAssociate
4 Years
Second Year Associate
Adam MostafaVice President
AQR Capital Management
Citigroup
7 Years
Associate at
AQR Capital Management
Healthcare Group
Analyst at Citigroup
Andrew BrucknerAssociate
3 Years
First Year Associate
Phil ReamManaging Director
Bear Stearns
Societe Generale
Salomon Smith Barney
18 Years
Managing Director at Bear Stearns
Director at Societe Generale
Director at Salomon Smith Barney
Tristan BenozerAnalyst
1 Year
Analyst at GCA Savvian Advisors
Brian BlaneyAnalyst
1 Year
First Year Analyst
Diya SukhAnalyst
2 Years
Third Year Analyst
John BenekeChief Financial Officer
Morgan Stanley
Merrill Lynch
25 Years
Managing Director in Morgan
Stanley Finance Division
Controller for Morgan Stanley
Global Investment Banking
Thomas ThompsonManaging Director
Imperial Capital, LLC
Chanin Capital
CS First Boston
20 Years
Managing Director, Restructuring
Services, Imperial Capital LLC
Senior Vice President, Chanin
Capital
Page 8
INVESTMENT BANKING LLC
EMS Energy Services
Mexico, S. de R.L. de
C.V.
$30,000,000
Revolving Factoring Line
The undersigned acted as
Sole Placement Agent
July 2008
American Oriental
Bioengineering Inc.
$115,000,000
Convertible Offering
The undersigned acted as
Co-Placement Agent
July 2008
Selected Financing Experience
Asia Special Situations
Acquisition Corporation
$115,000,000
Initial Public Offering
The undersigned acted as
Co-Manager
January 2008
China Hydroelectric
Corporation
$150,000,000
Private Placement
The undersigned acted as
Co-Placement Agent
January 2008
Advanced Life Sciences,
Inc.
$20,000,000
Private Placement
The undersigned acted as
Co-Manager
December 2007
Neuro-Hitech, Inc.
$5,000,000
Private Placement
The undersigned acted as Sole Placement Agent
December 2007
Synthesis Energy
Systems, Inc.
$53,562,654
Common Stock
The undersigned acted as
Sole Placement Agent
November 2007
Pan-European Hotel
Acquisition Corporation
€115,000,000
Initial Public Offering
The undersigned acted as
Lead Manager
July 2007
Primus
Telecommunications Inc.
$20,600,000
Equity Offering
The undersigned acted as
Sole Book-Running Manager
July 2007
Advanced Technology
Acquisition Corporation
$172,500,000
Initial Public Offering
The undersigned acted as
Sole Book-Running Manager
June 2007
Shermen WSC Acquisition
Corporation
$138,000,000
Initial Public Offering
The undersigned acted as
Book-Running Manager
June 2007
Jingwei International, Ltd.
$16,975,000
Private Placement
The undersigned acted as
Sole Placement Agent
May 2007
Brazil Ethanol, Inc.
$150,000,000
144A Equity Offering
The undersigned acted as
Sole Placement Agent
March 2007
Trans-India Acquisition
Corporation
$92,000,000
Initial Public Offering
The undersigned acted as
Co-Lead Manager
February 2007
Vion Pharmaceuticals Inc.
$60,000,000
Convertible Offering
The undersigned acted as
Sole Underwriter
February 2007
Energy Maintenance
Services Group I, LLC
$83,000,000
Senior Secured Notes
The undersigned acted as
Sole Placement Agent
March 2007
Circle International plc
£32,000,000
Private Placement
The undersigned acted as Sole Placement Agent
June 2008
Biotechnology Company
Up to $50,000,000
Equity PIPE Financing
The undersigned is acting asSole Placement Agent
.
Pending
AMI Holdings Corp.
$20,000,000
Senior Secured Credit
Facility
$27,000,000
Preferred Stock with
Common UnitsThe undersigned is acting as
Sole Placement Agent
Pending
Dental Lab Operator
Up to $15,000,000
Series B Preferred Stock
The undersigned is acting asSole Placement Agent
Pending
AOI Medical
$2,300,000
Convertible Subordinated
Debentures
The undersigned acted asSole Placement Agent
August 2009
Transforma Acquisition
Group Inc.
$100,000,000
Initial Public Offering
The undersigned acted as
Co-Lead Underwriter
December 2006
Page 9
Restaurant and Casino
Operator (Pacific NW)
$17,000,000
Senior Secured Term Loan
with Warrants
The undersigned is acting as
Sole Placement Agent
Pending
Third Party Administrator
Recapitalization
The undersigned is acting as Sole
Placement Agent
Pending
INVESTMENT BANKING LLC
INVESTMENT BANKING LLC
Selected M&A and Advisory Experience
Energy Maintenance
Services Group I, LLC
has completed a consent solicitation
related to its 11.5% Senior Secured
Notes due 2014 and Preferred Units
The undersigned acted as
financial advisor
July 2008
ATS Corporation
has completed a
Warrant Exchange Offer
The undersigned acted as Dealer
Manager to ATS Corporation
May 2008
Brazil Ethanol, Inc.
has acquired
S.A. Leão e Irmãos
Açúcar e Álcool
The undersigned acted as
financial advisor to Brazil Ethanol, Inc.
January 2008
International Gold
Resources, Inc.
Has entered a financial advisory
relationship with the undersigned
July 2007
Meadow Creek
Development, LLC
Has entered a financial advisory
relationship with the undersigned
July 2007
Quigley Corporation
Has entered a financial advisory
relationship with the undersigned
May 2007
Springs Industries
has agreed to merge home textile
businesses with
Coteminas
The undersigned acted as
financial advisor to Springs Industries
January 2006
Arcadia Resources Inc.
has sold its Industrial Staffing
division to
Employment Plus, Inc.
The undersigned acted as
financial advisor to Arcadia Resources
May 2009
Arcadia Resources Inc.
has sold certain assets of its Home
Health Equipment division to
Aerocare Holdings, Inc.
The undersigned acted as
financial advisor to Arcadia Resources
May 2009
Arcadia Resources Inc.
has sold certain assets of its Home
Health Equipment division to
Pacific Pulmonary
The undersigned acted as
financial advisor to Arcadia Resources
May 2009
Molecular Insight
Pharmaceuticals, Inc.
Has entered a financial advisory
relationship with the undersigned
Ongoing
Avicena Group Inc.
Has entered a financial advisory
relationship with
CRT Capital Group LLC
November 2007
Hispanic Teleservices
Corporation
has been acquired by
Teleperformance
The undersigned acted as
financial advisor to Hispanic
Teleservices Corporation
November 2007
Transdel
Pharmaceuticals, Inc.
Has entered a financial advisory
relationship with the undersigned
August 2007
Shermen WSC Acquisition
Corp.
has acquired
Westway division of ED&F
MAN
The undersigned acted as
financial advisor to Shermen WSC
June 2009
Trucking Company
Has entered into a financial advisory
relationship related to the sale of the
company with
Pending
Specialty Vehicle
Manufacturer
Has entered into a financial advisory
relationship related to the sale of the
company with
Pending
Radiology Corporation of
America
Has entered into a financial advisory
relationship related to the sale of the
company with
Pending
Home Healthcare Services
Company
The undersigned is acting as sole
financial advisor to the seller
Pending
AMI Holdings Corp.
The undersigned is acting as sole
financial advisor to the acquirer
Pending
Reproductive Research
Technologies
The undersigned is acting as sole
financial advisor to the seller
Pending
Page 10
INVESTMENT BANKING LLC
INVESTMENT BANKING LLC
Constar International, Inc.
$425,000,000
Restructuring
The undersigned acted as financial
advisor to the Official Committee of
Unsecured Creditors
May 2009
Primus Telecommunications
$575,000,000
Restructuring
The undersigned acted as financial
advisor to the Debtors
July 2009
Environmental Power
Corporation
$200,000,000
Restructuring
The undersigned acted as
restructuring advisor to the Company
February 2009
Selected Restructuring Experience
Galvex
$150,000,000
Restructuring
Financial Advisor to Company
December 2005
Satelites Mexicanos
$600,000,000
Restructuring
Financial Advisor to the Ad-hoc
Noteholders Committee
April 2005
ATX Communications, Inc.
$250,000,000
Restructuring
Financial Advisor to the Official
Committee of Unsecured Creditors
April 2005
Ormet Corporation
$35,000,000
Financial Advisor
The undersigned acted as Financial
Advisor to Shareholder Counsel
June 2008
TOUSA, Inc.
$2,000,000,000
Financial Advisor
The undersigned acted as Financial
Advisor to the Majority Equity Holder
February 2008
American Restaurant
Group, Inc.
$50,000,000
Distressed Refinancing
The undersigned acted as Investment
Banker for Distressed Refinancing
December 2007
Primus
Telecommunications
$20,600,000
Equity Offering
The undersigned acted as
Sole Book-Running Manager
July 2007
Federal Mogul
$2,700,000,000
Financial Advisor
The undersigned acted as financial
advisor to the Asbestos Insurers
June 2007
Primus Telecommunications
Holding, Inc.
$80,000,000
Solvency Opinion
Financial Advisor to Board of Directors
issuing Solvency of Opinion
July 2006
Footstar
$350,000,000
Restructuring
Financial Advisor to the Official
Committee of Equity Holders
February 2006
Adelphia
$20,000,000,000
Restructuring
Financial Advisor to the Official
Committee of Equity Holders
2007
RefCo
$16,800,000,000
Restructuring
Financial Advisor to the Ad Hoc
Committee of Equity Holders
December 2006
Primus Telecommunications
Holding, Inc.
$57,200,000
Solvency Opinion
The undersigned acted as Financial
Advisor to Board of Directors issuing
Solvency Opinion
February 2007
Note: Includes transactions executed by CRT professionals prior to joining the firm
American Business
Financial Services
$1,000,000,000
Financial Advisor
The undersigned acted as Financial
Advisor to Underwriter Counsel
August 2008
Primus
Telecommunications
$130,000,000
Debt Exchange
The undersigned acted as
Financial Advisor
May 2008
Sinclair Broadcast Group,
Inc.
$750,000,000
Restructuring
The undersigned acted as
Financial Advisor
November 2009
Champion-Arrowhead LLC
$20,000,000
Financial Advisor
The undersigned acted as Financial
Advisor to the Board of Directors
September 2007
Auto Parts Supplier
$250,000,000
Financial Advisor
The undersigned is acting as
Financial Advisor to the Acquirer in the
acquisition of a division of Delphi
Pending
Radiology Corporation of
America
Restructuring
The undersigned is acting as
restructuring advisor to the Debtors
Pending
Arcadia Resources Inc.
$27,000,000
Debt Restructuring
The undersigned acted as financial
advisor to the Company
March 2009
Select Medical
Corporation
The undersigned acted as financial
advisor and agent in debt repurchase
program
December 2008
Page 11
INVESTMENT BANKING LLC
INVESTMENT BANKING LLC
CRT Healthcare Group
INVESTMENT BANKING LLC
Why CRT Healthcare?
Page 13
CRT is a diversified
partnership of highly
experienced
professionals who are
providing a broad
range of financial
products and services
and objective advice
to companies who are
in the growth and
emerging markets
► Uniquely offers full range of financing / advisory products to growth companies
► Integrated support from banking / research / trading / sales
► Focuses on long-term relationships
► Broad capabilities enable objective advice
► Deep experience drives innovative, idea-driven solutions
INVESTMENT BANKING LLC
Recent Healthcare Transactions
Page 14
Financings
AOI Medical
$2,300,000
Equity Private
Placement
The undersigned acted as
Sole Placement Agent
August 2009
American Oriental
Bioengineering Inc.
$115,000,000
Convertible Senior
Notes
The undersigned acted as
Co-Manager
July 2008
Circle
International plc
£32,000,000
Equity Private
Placement
The undersigned acted as
Sole Placement Agent
June 2008
AMI Holdings Corp.
$35,000,000Equity Private
Placement
The undersigned is acting
as Sole Placement Agent
Pending
Vion Pharmaceuticals
Inc.
$60,000,000
Convertible Senior
Notes
The undersigned acted as
Sole Manager
February 2007
Cell Therapeutics
$33,200,000
Convertible Senior
Notes
The undersigned acted as
Sole Manager
April 2006
Oracle Healthcare
Acquisition Corp.
$115,000,000
Initial Public Offering
The undersigned acted as
Lead Manager
March 2006
Advanced Life Sciences,
Inc.
$20,000,000
PIPE Offering
The undersigned acted as
Co-Placement Agent
December 2007
Quantum Dental
Resources
$15,000,000
Equity Private
Placement
The undersigned is acting
as Sole Placement Agent
Pending
Biotechnology
Company
$50,000,000Convertible Preferred
Placement
The undersigned is acting
as Sole Placement Agent
Pending
INVESTMENT BANKING LLC
Recent Healthcare Transactions (Continued)
Page 15
M&A Advisory
Arcadia Resources Inc.
has sold certain assets of its
Home Health Equipment
division to
The undersigned acted as
financial advisor to Arcadia
Resources Inc.
May 2009
Arcadia Resources Inc.
has sold certain assets of its
Home Health Equipment
division to
The undersigned acted as
financial advisor to Arcadia
Resources Inc.
May 2009
Castle Dental Centers
has merged with
The undersigned acted as
financial advisor to Castle
Dental Centers
April 2004
Home Healthcare
Services Company
The undersigned is acting
as sole financial advisor
to the seller
Pending
United Benefits and
Pension Services, Inc.
The undersigned is acting
as sole financial advisor
to the seller
Pending
Radiology Corporation
of America
The undersigned is acting
as sole financial advisor
to the seller
Pending
Arcadia Resources Inc.
has sold its Industrial
Staffing division to
The undersigned acted as
financial advisor to Arcadia
Resources Inc.
May 2009
AMI Holdings Corp.
The undersigned is acting
as sole financial advisor to
the seller
Pending
Reproductive Research
Technologies
The undersigned is acting
as sole financial advisor to
the seller
Pending
INVESTMENT BANKING LLC
Recent Healthcare Transactions (Continued)
Page 16
General Advisory
AOI Medical, Inc.
Has entered a financial
advisory relationship with
January 2008
Avicena Group Inc.
Has entered a financial
advisory relationship with
November 2007
Quigley Corporation
Has entered a financial
advisory relationship with
May 2007
Transdel
Pharmaceuticals, Inc.
Has entered a financial
advisory relationship with
August 2007
ISTA Pharmaceuticals
Has entered a financial
advisory relationship with
June 2006
Molecular Insight
Pharmaceuticals, Inc.
Has entered a financial
advisory relationship with
Pending
United Benefits and
Pension Services, Inc.
Has entered a financial
advisory relationship with
Pending
Radiology Corporation
of America
Restructuring
The undersigned is acting
as financial advisor to the
Debtors
Pending
Arcadia Resources Inc.
$27,000,000
Debt Restructuring
The undersigned acted as
financial advisor to the
Company
March 2009
Select Medical
Corporation
The undersigned acted as
financial advisor and agent
in debt repurchase program
December 2008