Our History includes:
- Management Turnarounds/Restructurings and Capital Raising
- Mergers Acquisitions and Sale of Businesses
- Management and Employee Buyouts
- Shareholder Disagreements
- Overseas Investors in Australia
Management Turnarounds/Restructurings and Capital Raising
Assignment:
Pacific Capital was adviser to the first Sydney-based business to raise capital through the ASX Enterprise Market. Pacific Capital helped the company to develop its business plan and then list on the Enterprise Market. After meeting eight potential investors the business struck a deal with a chartered accountant to provide the first round of funding. Eight months later, Pacific Capital assisted the company with its second round of funding at a valuation of ten times the first investment.
Nine months after this the SME made a major capital raising of $5 million which capitalised the business at $12.5 million.
Assignment:
Michael O'Neill was appointed an independent director of Bell Resources in 1990. As the company had no management at that time, Pacific Capital was asked to assist with the dire financial and commercial position. This included major contracts signed which, when examined, were uncommercial and highly questionable security value of "loans" to Bond Corporation.
Pacific Capital was instrumental in;
- effecting and obtaining further securities from Bond Corporation,
- renegotiating the contracts for Bell Resources to purchase the Tooheys, Castlemaine and Swan Breweries, value $2bn, and
- negotiating with Lion Nathan Ltd to fund Bell Resources' share of a joint-venture to purchase Tooheys, Castlemaine and Swan Breweries.
Assignment:
A listed mining company had suffered a large fall in its share price, together with management instability. Pacific Capital instigated a takeover, which resulted in new management, restructuring of assets, injection of new capital and projects, and increased net asset value.
Assignment:
A fund management company (NZ$450m) was experiencing: poor senior management; grossly deficient management systems; very poor performing fund management activities and non-ownership of client contracts. Pacific Capital was asked to initiate and carry out a restructuring, which resulted in: the replacement of the managing director, greatly improved fund management performance, re-organising and upgrading administration systems, restructure of group companies to achieve ownership of client contracts and renegotiation of poor contracts.
Assignment:
The largest agricultural aviation company in New Zealand, with 40 operating units, was of major concern to its bankers and shareholders. New individual competitors with lower overheads were taking market share and revenue from the company. The company's aircraft were dedicated agricultural models and with the drop in revenue below break-even, the whole company asset value became questionable.
Pacific Capital recommended and then implemented a franchise system. This returned the company to profitability and obtained full value for the sale of its assets. At the time it was the largest franchise arrangement in New Zealand.
Assignment:
Media industry operatives believed that having four separate new regional television licenses for New Zealand was not efficient. Pacific Capital and its NZ associate, International Capital Corporation Limited, designed and implemented a merger of the four TV stations and arranged a $40m funding line for the then new station TV3.
Assignment:
An international investment group purchased a 25% interest in a listed aquaculture company . Unfortunately the technical and managerial basis of the company proved to be unsound and the share price quickly fell from $1.20 to 30 cents. Pacific Capital was asked to assist and appointed Michael O'Neill as a new board member to effect a reconstruction and capital raising. The management was replaced and an operational turnaround achieved. A rights issue then raised $18m and financial stability was restored.
Mergers Acquisitions and Sale of Businesses
Assignment:
Goal: A major consulting engineering company wished to merge with another leading industry firm. It was the ambition of the two managing directors for the merger to take place quickly, amicably and on fair terms. They did not wish to appoint separate advisers as they believed this might cause tension between the two groups and increase the time frame and merger costs. Pacific Capital enjoyed the confidence of both companies and was asked to act for both to facilitate the merger.
All merger terms were agreed, apart from the value of the companies in which there was a 50% difference in price.
Pacific Capital then constructed a mechanism to bridge this gap.
The merger was extremely successful and the firm is now one of the largest in
its field in Australia and South-East Asia.
Acting for both parties to a transaction is not a common situation. However it can be very effective when both parties have requested a joint-adviser and there is a good commercial reason for the parties to quickly and equitably settle.
Assignment:
This same firm, some years later, wished to again merge with another international industry company.
Pacific Capital again acted for both parties in recommending a fair and equitable structure for the merger.
Assignment:
A client wished to sell a business in the building services sector but was unsure how to do this in the most effective way. Pacific Capital examined the business and made structural recommendations and suggested a method of marketing the business. The business was subsequently sold at a price and in a time frame that was very satisfactory to the client.
Management and Employee Buyouts
Assignment:
A Federal Government business unit was to be sold by tender. The employees wished to purchase the business but found they had to organise themselves as a viable business with financial backing. The employees (the EBO group) also had to comply with various Federal Government protocols.
Pacific Capital was asked to act for the EBO group. The first task was to act as co-ordinator, bringing the employees and other parties together, chairing the meetings and focusing all parties on the critical issues. Pacific Capital also designed and assisted with a detailed business plan.
Pacific Capital introduced the EBO group to financiers, other professional advisers and potential directors. It then acted for the EBO group in negotiating a joint-venture with a leading industry participant, providing assistance with management, administration and finances. This created a better business organisation and one that was very effective in the market place from day one.
Shareholder Disagreements
Assignment:
Two parties in a company had a major disagreement about the contribution of each and decided to dissolve the arrangement. They were, however, a long way apart on the value of the business assets. Pacific Capital was able to examine the problems and suggest a separation method, which was acceptable to both parties.
Assignment:
Two parties in a client business had different work styles and found it hard to conduct co-ordinated and productive board meetings. Pacific Capital was asked to act as an adviser to the Board, chairing these meetings. This has been very successful in co-ordinating the talents and efforts of the directors.
Overseas Investors in Australia
Assignment:
A major Middle-East investor group sought to invest in Australian property. Pacific Capital suggested the most cost-effective method was to invest in a listed property developer. Pacific Capital then recommended an opportunity, carried out the evaluation and arranged to buy the investment without increasing the market price. Pacific Capital then monitored the investment and made further buy/sell recommendations.
