Raising Capital
Mergers and Acquisitions
Establishing Strategic Partnerships
Valuations and Fairness Opinions
Strategic Assessments

The process Wildwood uses in preparing a company to raise capital includes a number of steps needed that address the specific issues facing smaller companies. Entrepreneurs in a rush to develop their product and bring it to market, often fail to completely understand the value of their own firm or the process of the raise. An excessive valuation will discourage potential investors thus precluding the company from consideration. An underestimated valuation increases ownership dilution and reduces the ability of the current principals to maintain control. Equally important, prior to raising funds the process of a strategic partnership with a stronger recognized entity can greatly enhance the company's ability to raise funds at better valuations.

Our process includes the following steps:
  • Assisting the company in the preparation of its full strategic and operating plan.
  • Establishing the company's value proposition
  • Valuing the company according to its growth, market, and financial characteristics
  • Analyzing all financing alternatives including strategic corporate partnerships, equity, debt, convertible structures, and bank financing.
  • Through our affiliated NASD member broker-dealer, managing the process of the transaction from sourcing the qualified institutional investor through negotiations and closing.
  • Small cap public companies have an even greater hurdle. Often there exists a disconnect between operating performance and stock price performance.  Wildwood is very effective at analyzing, addressing, and rectifying this disconnect.
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The principals of Wildwood have extensive experience in business combination transactions. Most notably, Wildwood's Chairman formerly ran the M&A department for a major New York-based investment bank. Wildwood's professionals have successfully represented both sellers and buyers, and have extensive global contacts when a potential transaction requires such breadth.

If you are a seller:


In many instances, the principal owners of a business have a significant portion of their net worth invested in their business. The decision to sell a business usually carries emotional circumstances and creates business disruptions. There are many factors in the process that can block a successful transaction. Wildwood is sensitive to these issues, and can help balance them by providing hands-on advisory to complete a satisfactory transaction while rectifying various roadblocks and owner concerns. Wildwood provides a very refined and detailed process to fully understand the potential of the business and value but all of the owner concerns.

Specifically Wildwood works with the seller to:

  • Analyze the existing business's strategic plan, position in the market, financial condition, and product suite.
  • Assist the seller in determining the appropriate format: sale of assets, partial sale of stock, or total sale of stock.
  • Prepare the appropriate information “story” to best showcase the company
  • Work with the company to develop a suitable buyer profile.
  • Through Wildwood's extensive network of executives and advisors, potential acquirers are approached at the
    appropriate level in their organization to achieve optimal responses.
  • Position the company for a sale
  • Assist in all aspects of negotiating the complete transaction including owner/manager contracts, earnouts, price, conditions, clawbacks, and rights.
  • Bring transaction to a close.

If you are a buyer:

  • Analyze the existing business's strategic plan, position in the market, financial condition, and product suite.
  • Assist the company in preparing detailed forecasts to understand the financial dynamics of a potential acquisition
  • Identify a list of suitable acquisition targets
  • Prepare analyses of the target list
  • Approach the potential targets
  • Assist in all aspects of negotiations including price, contracts, earn outs, and rights.
  • Coordinate effort of all other advisors including accountants and lawyers
  • Bring transaction to a close.

Businesses frequently seek capital to support market building for their products. Strategic Corporate Partnerships can represent both a source of capital and a vehicle to most effectively access a targeted marketplace.

When appropriate, Wildwood's global contacts can assist companies in finding a Strategic Partner. With the right partner a company can expand its market presence more rapidly and at a lower cost of capital when compared with what might be achieved through conventional funding sources.

Partnering with a large corporation carries an important “endorsement” of a company's technology and business opportunity. Wildwood believes that this is the one of the most powerful and effective ways in which small companies can grow very rapidly and increase valuations. The credibility given by an "endorsement" from a large company often makes the subsequent funding events less expensive to the company and occurs at valuations that reflect the name recognition of the large company.

Wildwood Capital's partners have access to senior decisionmakers at major corporations and banks. Wildwood open doors and will at the very least ensure that a potential corporate partner properly reviews the potential strategic combination. These strategic partnerships assume many forms, with variations such as customer/vendor relationships, joint marketing agreements, and technology licensing. Wildwood will examine every aspect of a potential partnership and choose a structure that makes the best sense for a corporate client.

A partnership arrangement with a large corporation can include equity funding. In the case of a development stage company, typically funding is advanced according to "milestones" agreed to by the partners. Whatever entails the business arrangement, usually valuations for the equity are quite favorable since the corporate partner places a high value on the strategic opportunity.

There is no mystery about valuations and fairness opinions. When performed correctly, they are much work. However, they are the most important documents that a banker may ever produce for a small company

Valuations
Valuations are required for various activities. Among them are:

  • Selling a Company
  • Purchasing a Company
  • Raising Funds
  • Joint Ventures

Every financial transaction will include some opinion as to valuation. Ultimately, the market is the final arbiter of value. Wildwood will use standard and non-standard techniques to identify and maximize the value. Furthermore, Wildwood will be able to effectively and professionally substantiate this valuation in any form.

Valuation is both an art and a science. For different purposes valuations can and will generate a range of figures. For example, a valuation for the equity of a company that demands to be sold quickly will be discounted for the fact that a ready buyer for a more appropriate price may not be able to be found in the necessary time. Thus the standard "textbook" valuations may not generate a reasonable value.


Fairness Opinions
Public Companies that are sold or have significant portions of their businesses sold, and private companies with a diverse group of minority shareholders, need fairness opinions. Like a legal opinion, a fairness opinion provides comfort to a company by verifying and validating that the price of a certain transaction was fair from the financial perspective of shareholders. A fairness opinion is a vehicle used by majority shareholders to demonstrate and ensure the consideration given to the minority shareholders.

With a fairness opinion, the banker assumes a degree of litigation risk on behalf of the company. As a result of this risk, a fairness opinion is valued and priced relative to size, shareholder makeup, litigation potential, and the audience for the opinion. Opinions with limited circulation will be less expensive than opinions for publication in widespread documents such as SEC filings.


Wildwood has found that even for private companies, having a fairness opinion is a relatively inexpensive way to validate the company's belief regarding the value of a particular transaction

BUSINESS ASSESSMENTS

Market Analysis
Wildwood can assist a company in preparing a thorough review of its markets, including the competition. This cooperative exercise can help a company refine its business strategies and priorities, so as to maximize market impact. As part of its effort, Wildwood will identify and analyze companies that represent potential strategic partners for its client.


Business Plan Review
Frequently, Business Plans originated by a company are not prepared or presented in a manner that professional investors prefer for review. This may include improper language, text and financial presentations. Wildwood's input will ensure that a Business Plan meets all information criteria desired by investors.


Presentations To Investors
Delivering a company's "story" in the most appropriate manner to the financial community is critical for a healthy capital raise. Wildwood has extensive experience in preparing presentations that highlight and support the "value proposition" of an investment.


Re-Structuring / Re- Capitalizations
The early development of small companies is usually as an operating entity held together by a small number of owners. The balance sheet is often the result of certain capital events as opposed to being part of a plan. Wildwood assists companies in constructing a capitalization that meets both the strategic and operating needs of a company. The recapitalized company is better prepared to take advantage of market opportunities and withstand operating volatility.