Financial Advisory Services

Deloitte & Touche

Corporate Finance LLC
Deloitte Financial Advisory Services
Corporate Finance LLC
Merger, acquisition and divestiture transactions are increasingly common
corporate events. They are potential tools for growing or restructuring
a business, or a means of enhancing stakeholder value. They are also
increasingly complex. Whether it is a large corporation pursuing tactical
acquisitions or a privately held business engaged in a "life event" transaction,
today's M&A environment is characterized by a wider host of issues that can
impact transaction outcomes. Changing tax and accounting requirements.
Consolidating or converging industries. The importance of protecting
human capital and properly valuing intellectual property. Additionally,
with cross-border transactions comprising a greater percentage of deals each
year, management teams and business owners are routinely faced with the
challenge of completing deals in a foreign business environment.
In this environment, finding the right kind of investment banking advice
also remains a challenge. Large investment banks may not commit the right
level of resources to smaller transactions. And boutique advisors may have
limited capabilities outside of their industry or geographic focus.
Deloitte & Touche Corporate Finance LLC 1 is uniquely equipped to
provide its clients with responsive investment banking advisory services,
delivered globally through an integrated network of industry and technical
professionals.

1 Deloitte& Touche Corporate Finance LLC is an NASD and SEC licensed national broker dealer registered in the 50
United States plus Washington, D.C., and Puerto Rico. The broker dealer is a wholly owned subsidiary of Deloitte
Financial Advisory Services LLP. All securities-related products and services within the United States are offered
exclusively through Deloitte & Touche Corporate Finance LLC.
 Who We Are
Deloitte & Touche Corporate Finance LLC (D&TCF) is an important
element of the global Financial Advisory Services practice of Deloitte
Touche Tohmatsu (DTT)2. With advisory teams in nearly every major city
in the world, DTT’s corporate finance network provides its clients with
far reaching access to local market insight and intelligence. Combined
with our transaction experience, industry knowledge and deep technical
skills, D&TCF and the practices of the DTT member firms provide a critical
advantage to clients in originating and executing successful transactions
wherever they do business.

Deloitte & Touche Corporate Finance bridges the gap between the
domestic financial advisory boutiques and the major investment
banks, providing the middle market with strong industry experience,
global capabilities and a broad suite of integrated professional
services. We pride ourselves on our strong commitment to long-term
client relationships and our ability to handle even the most difficult
transactions. In addition to having significant deal experience gained
from leading investment banks, many of our professionals3 have
specialist or advanced degrees in engineering, life sciences, tax,
economics and law.

Our client engagement teams are actively led by an experienced

investment banking managing director. And our transaction teams,
supported by the resources of our parent firm and its subsidiaries4,
possess the experience required to provide objective advice on all
aspects of sell-side and buy-side advisory assignments and private capital
raisings, as well as going-private transactions, corporate restructurings
and other investment banking advisory services.

2 Deloitte Touche Tohmatsu is a Swiss Verein, and each of its national practices is a separate and independent legal
entity. All securities-related products and services in the United States are offered exclusively through Deloitte & Touche
Corporate Finance LLC. Deloitte & Touche Corporate Finance LLC is a wholly owned subsidiary of Deloitte Financial
Advisory Service LLP.
3 Professionals include the employees of Deloitte & Touche Corporate Finance LLC in the United States and the professional
corporate finance employees within the national practices of Deloitte Touche Tohmatsu worldwide.
4 Subsidiaries include Deloitte & Touche LLP, Deloitte Financial Advisory Services LLP, Deloitte Consulting LLP and
Deloitte Tax LLP.
How We Can Help
D&TCF offers sophisticated investment banking advice to companies
pursuing complex merger, sale and divestiture transactions. We provide
clients with boutique levels of service and industry knowledge integrated
with the market reach and technical resources of a global professional
services organization.

Each year, together with our global DTT colleagues, we successfully

support and complete dozens of transactions in the U.S. and abroad.
Our team of experienced investment banking professionals has a proven
track record of completing complex M&A, capital raising and restructuring
transactions across all major industry sectors, including automotive,
aerospace and defense, financial services, life sciences, health care, media,
technology, retail and consumer products.

Our professionals work closely with clients to identify and respond to

transaction opportunities and risks. We help clients understand critical
success factors, evaluate and challenge key assumptions, and lend an
independent and objective perspective to each of our client transactions—
every step of the way.

In working with D&TCF, clients benefit from our:

 Process Experience—Our transaction teams originate and execute
creative transaction processes while maintaining confidentiality,
momentum and integrity
 Integrated Solutions—With in-depth knowledge of numerous
transaction-related disciplines, D&TCF, Deloitte Financial Advisory
Services LLP ("Deloitte FAS") and related DTT firms worldwide can
efficiently address the complete range of client transaction issues
 Global Reach—With a worldwide staff of over 500 professionals, D&TCF
and the corporate finance practice of the DTT member firms maintain a
cohesive advisory network that maximizes opportunities for its clients
 Team Approach—D&TCF actively teams with clients as a trusted business
advisor to maximize process efficiency, minimize management distraction
and enhance shareholder outcomes
Services We Offer
Sale or Divestiture Advisory
In helping to sell all or part of a business, we leverage
industry knowledge and local market experience with
an on-the-ground presence. We assist our clients
throughout the entire divestiture process—from
initial planning and marketing through diligence,
closing and post-closing procedures. Specific services
designed for the seller of a business include:
 Analyzing viable shareholder alternatives
 Performing business valuations
 Developing a selling memorandum
 Identifying and contacting qualified strategic and
financial buyers across the globe
 Assisting in transaction structuring and negotiations
 Coordinating with other Deloitte 4 service offerings
to provide tax and accounting transaction support
and post-transaction financial, tax and estate
planning services
D&TCF assists larger corporate clients and their
management teams in the divestiture of under-
performing or non-core business units. We help
public and private growth companies by planning
and managing sale or recapitalization transactions or
the divestiture of specific divisions or assets. And we
work closely with early stage or closely held companies
pursuing sale or joint venture transactions based on
the need for strategic partnering or the desire for
shareholder liquidity.
4 As used in this context, "Deloitte" refers to Deloitte & Touche LLP, Deloitte Financial Advisory Services LLP, Deloitte
Consulting LLP, Deloitte Tax LLP and affiliates.
Merger and Acquisition Advisory
D&TCF provides a complete range of advisory and
specialized transaction support services to strategic and
financial buyers involved in merger, acquisition, LBO or
recapitalization transactions. Specific buy-side services
for corporations and private equity investors include:
 Establishment of acquisition goals and criteria
 Target evaluation and financial modeling
 Business valuation, competitive assessment and
bid preparation
 Arrangement and evaluation of financing
alternatives
 Assistance in negotiating and structuring the
transaction with the seller and financing sources
 Coordination with Deloitte's Merger & Acquisition
Services practice to provide technical due diligence
and contract review
 Coordination with other Deloitte service lines to
provide post-transaction integration services related
to accounting and financial reporting systems,
cash management programs, operations and
human resources
For larger corporate clients, D&TCF provides
comprehensive services to management and boards in
a lead advisory capacity. We also provide technical and
consultative services as a flexible addition to in-house
transaction teams and outside transaction advisors.
Capital Raising Advisory
D&TCF maintains a dedicated team of professionals
who are experienced in advising on a wide range of
capital raising transactions addressing a variety of
corporate or shareholder needs. Regardless of use of
proceeds—ranging from traditional debt and equity
growth financing to more complex restructuring or
recapitalization transactions—our professionals
access an international network of financing sources
to structure and arrange highly customized financial
solutions for clients.

Types of financing on which D&TCF is focused

include:
 Senior secured or asset-based loans
 Mezzanine financing
 Straight equity financing
 Growth stage venture capital

D&TCF can assist corporate clients in improving the

cost or flexibility of existing debt financing or assist
in arranging senior and subordinated debt to fund
acquisitions. We also work with shareholder and
management teams to identify sources of senior
debt, mezzanine debt and/or private equity to fund
and sponsor recapitalization and MBO transactions.
For early stage businesses, we are able to access
an extensive network of venture capital firms to
identify and arrange growth equity financing
tailored to industry or stage of development.
Related Services
Forensic & Dispute Services
Deloitte FAS’ Forensic & Dispute Services practice
consists of more than 500 professionals across the
United States, providing a wide variety of forensic
investigations and dispute consulting services. Its
practitioners possess diverse backgrounds and
experience, and include:

 CPAs
 MBAs
 JDs
 Forensic accountants
 Former prosecutors and regulators
 Certified Fraud Examiners
 Statisticians
 Online and internet research professionals
 Computer forensic specialists
 Former senior law enforcement officials
 Agents from the FBI, Justice Department and other
government agencies

Deloitte FAS’ Forensic Investigations practice can

help clients assess, measure and minimize the impact
of fraud and other kinds of potential malfeasance
on their business. It provides the detailed analysis
and reconstructions of accounting and business
records necessary to uncover facts that may lead
to a determination of past events and may assist in
supporting a company’s position.

With decades of experience and through thousands of

cases of various types and descriptions, Deloitte FAS’
Dispute Consulting professionals have experience
in helping counsel with challenging financial and
economic issues in complex litigation and other
business dispute cases. They are trained to provide
assistance during all stages of a business dispute—
from case theory development and discovery to
expert witness testimony.
Reorganization Services
The Reorganization Services group at Deloitte FAS’ Deloitte FAS’ experience also enables it to
is a nationally recognized practice that specializes in assist in bringing order to difficult situations and to
providing in-depth business and financial advisory build the consensus necessary to quickly achieve a
services to companies, their creditors, their equity final resolution.
holders, the legal community, bank syndicates and
Business restructuring is an intense negotiation
other interested parties in both in-court and out-of-
process that realigns both economic and legal
court reorganizations. With strong experience in nearly
interests. Deloitte FAS’ reorganization professionals
every major industry and extensive service capabilities,
work with clients, attorneys and other advisors to
it is able to serve the complex needs of clients. Years of
coordinate a viable business plan, a sound financing
experience in transaction-based, complex restructurings
structure and the consensual resolution of interests.
provide the basis to ask the appropriate questions and
It assists those negotiations by analyzing a company’s
prioritize work in a way that enables the practice to
financial picture in terms of asset values and cash-
deliver meaningful answers for a specific company, its
flows, as well as a company’s future plans and
lenders and other stakeholders.
financial projections.
Valuation
Deloitte FAS is committed to maintaining a leading valuation practice
featuring a vast global network of DTT member firms with seamless
delivery capabilities, deep financial and accounting acumen and robust
experience. The Valuation practice helps companies successfully realize
the value of their assets in today’s rigorous regulatory environment by
providing independent and well-supported valuations. Its practitioners
understand the requirements associated with the development of value
conclusions under GAAP, tax and regulatory rules that allow companies
to understand the value of an entity, asset, or liability so they can
make informed business and investment decisions. They help clients
to properly quantify and articulate values for transaction, financing,
litigation and strategic management purposes. Deloitte FAS’ national
Valuation practice consists of approximately 300 professionals including
appraisers, financial analysts, accountants, economists, statisticians and
industry specialists. Many of its senior consultants have earned ASA,
MAI, CFA, CPA, PE and CRE professional certifications and several of its
professionals have qualified as expert witnesses in federal, state and local
courts, and before United States and worldwide regulatory, taxing and
administrative authorities.
About Deloitte
Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, its member
firms and their respective subsidiaries and affiliates. Deloitte Touche Tohmatsu is an
organization of member firms around the world devoted to excellence in providing
professional services and advice, focused on client service through a global strategy
executed locally in nearly 150 countries. With access to the deep intellectual capital of
120,000 people worldwide, Deloitte delivers services in four professional areas, audit,
tax, consulting and financial advisory services, and serves more than one-half of the
world’s largest companies, as well as large national enterprises, public institutions, locally
important clients, and successful, fast-growing global growth companies. Services are not
provided by the Deloitte Touche Tohmatsu Verein and, for regulatory and other reasons,
certain member firms do not provide services in all four professional areas.
As a Swiss Verein (association), neither Deloitte Touche Tohmatsu nor any of its member
firms has any liability for each other’s acts or omissions. Each of the member firms is a
separate and independent legal entity operating under the names “Deloitte”, “Deloitte &
Touche”, “Deloitte Touche Tohmatsu” or other related names.
In the US, Deloitte & Touche USA LLP is the US member firm of Deloitte Touche Tohmatsu
and services are provided by the subsidiaries of Deloitte & Touche USA LLP (Deloitte &
Touche LLP, Deloitte Consulting LLP, Deloitte Financial Advisory Services LLP, Deloitte Tax
LLP and their subsidiaries), and not by Deloitte & Touche USA LLP. The subsidiaries of the
US member firm are among the nation’s leading professional services firms, providing
audit, tax, consulting and financial advisory services through nearly 30,000 people in more
than 80 cities. Known as employers of choice for innovative human resources programs,
they are dedicated to helping their clients and their people excel. For more information,
please visit the US member firm’s web site at www.deloitte.com/us.
Member of
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