The Woodward Group brings its extensive corporate finance expertise in mergers and acquisitions, capital raising, valuations and financial analyses to each of its corporate finance assignments, effectively and efficiently solving the issues and "deal breakers" inherent in any valuation or transaction.

Woodward's intellectual capital and its proprietary methodologies allow us to cut through data to efficiently produce the information necessary to successfully negotiate a transaction and creatively resolve the issues at hand.

Our professionals have completed transactions in virtually every industry segment in the US, Europe and the Pacific Rim-ranging from large public to small, private transactions. Examples of our work are provided below.

Raising Capital Client Case Study

Woodward successfully secured senior cash-flow based and subordinated debt financing to fund the buyout of MedServ International, Inc., a global endoscope manufacturing and repair business, with facilities in the US, Holland and Germany, despite extremely difficult and changing market conditions.

During the elapsed time between signing the letter of intent to acquire the business and closing, general economic conditions worsened, and the target company generated financial results that indicated a potential slow-down in their business, relative to previous periods. Furthermore, the selling shareholders would not agree to a purchase price adjustment.

The transaction successfully closed, however, in large part through a restructuring engineered by Woodward, including the creation of a debt service reserve fund, a performance-based escrow fund and the highly unusual provision whereby selling shareholders could receive principal payments on the seller subordinated note while senior debt was still outstanding. Woodward was able to achieve this provision through a creative solution that served all parties to the transaction.

Mergers & Acquisitions Client Case Study

Woodward successfully closed the sale of an international market research firm to United News & Media plc (LSE:UBM) for $20 million. Woodward's client was interested in selling the business, but highly concerned that its professionals not discover the company was "up for sale"--thus potentially disaffecting from the business. In addition, the client was concerned that it complete a transaction with an acquirer of similar or higher stature, brand recognition and product excellence in the market.

Woodward only approached those acquirers known to be reputable, who the client believed would abide by the terms of the confidentiality agreement that Woodward assisted the client in drafting, and/or were in businesses and industries "tangential" to the client's.

Woodward valued the business, and once the acquirer was selected, advised the business owner on all aspects of the transaction, conducted pricing, structure and document negotiations and successfully closed the transaction.

Prior to and again during negotiations, Woodward's marketing creativity was exhibited in part through successfully obtaining competing offers from potential purchasers not directly in the client's industry--thus helping to maintain pricing throughout the transaction, assuring confidentiality, which was a paramount client concern, and providing additional transaction alternatives to the client.

Valuations Client Case Study

Many companies are currently facing issues surrounding capital adequacy and amended accounting rules which eliminate the need for goodwill amortization under FASB Statements 141 and 142. These rules require, however, asset "impairment" tests on at least an annual basis, as opposed to the more straightforward historical approach of amortization. In both cases, Woodward's valuation expertise is assisting companies in maintaining correct reporting and achieving desired outcomes.

For example, with respect to FASB 142, Woodward is working with a publicly listed client to examine the current fair market value of its acquired businesses, and if these values are in agreement with the values reflected in the company's audited financial statement.

The analyses Woodward is completing include economic and financial modeling to assign economic life values to more than one million customers over a multi-year period. Woodward's ability to quickly analyze and distill large amounts of data necessary to complete the required analyses owes to the firm's extensive valuation experience--combined with "real world" transaction and sophisticated statistical modeling expertise.

Fairness Opinion Client Case Study

Woodward issued a fairness opinion that addressed the fairness of a public company merger with a privately held technology business. The major issues included complex mathematical calculations with respect to antidilution provisions within certain classes of stock, the values of the publicly traded and privately held companies, and the stock price at which the merger was to be completed, given in part that the stock was thinly traded.

In the contemplated merger, the value of the merged entity was crucially important, in addition to the impact of the transaction on classes of stock that did not possess anti-dilution provisions. Woodward opined on the fairness of the transaction from a financial perspective to all shareholders, demonstrating our firm's abilities to understand and analyze extremely complex capital structures, mathematical modeling, and significant quantities of materials necessary to distill in developing values of the respective enterprises and assess the fairness of the resulting dilution.

All of these analyses were completed within one month from the time Woodward was contacted on the assignment.

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