genmiller solutions

M&A Advisory

Asbell Joiner possesses an uncommon breadth of knowledge and experience in middle market M&A advisory. Having participated on both the buy and sell side in equity and financing deals, expertise in the interests of all involved parties can be obtained by any one stakeholder. Additionally, our experience in international transactions can be brought to bear for globalized or globalizing firms. Below lists our experience in M&A advisory:

- Arranged credit facility consisting of working capital line, equipment & real estate-based term loans, and overline term loan to support acquisition of company

- Advised publicly-held motor carrier in acquisition of time-definite carrier

- Advised publicly-held motor carrier in acquisition of general commodity long haul truckload carrier

- Provided advice in acquisition of two marketing/public relations firms by privately-held company

- Assisted in acquisition by then  private corporation (now public) of temporary staffing and placement agencies

- Advised publicly-held software client in acquisition of publicly-held competitor

- Advised client in acquisition of mortgage subsidiary by publicly-held banking corporation

- Provided advice to client in acquisition of auto dealership network

- Negotiated acquisition and subsequent disposition of controlling interest in equipment company

- Advised U.S. publicly-held corporation in acquisition of New Zealand software operation

- Negotiated acquisition of subsidiary of international equipment manufacturer on behalf of foreign investment group

- Negotiated purchase of several foreign technology companies for U.S.-based clients

- Negotiated seller-based financing to support purchase of company in private foreclosure from secured lender

- Provided advice in sale of managed-care medical practice to publicly-held competitor

- Negotiated sale of private software corporation to publicly-held corporation

- Advised client in sale of auto salvage company to publicly-held competitor

- Assisted in sale of private product-packaging and direct mail operation

- Advised several private restaurant and bar operations in private sales

- Provided advice in sale of private chemical manufacturer to publicly-held competitor

- Participated in negotiation of sale of private software OCR corporation to publicly-held competitor

- Advised publicly-held client in acquisition by merger of private technology corporation

- Advised client in merger of private pharmaceutical distributor with competitor

- Advised client in public banking services enterprise in merger with competitor

- Advised a US-based venture capital fund in its Series B investment in an Internet service provider in China.

- Advised a US-based cryogenic equipment firm in its US$10 million acquisition of a PRC firm

- Advised a US-based power generation equipment manufacturing and services company in its US$3 million equity transfer to its Hong Kong affiliate

- Advised a US-based auto parts manufacturer in its US$60 million acquisition of a PRC firm

Workouts & Turnarounds

Distressed businesses often find themselves in trouble because hard choices need to be made. Other times, businesses face a crisis for which they lack the expertise to navigate a successful course of action. Regardless of the impetus, keen insight and decisive action are necessary. Asbell Joiner possesses the expertise, capability, and proven experience to effect successful resolutions of crisis situations. Below lists our experience in workouts & turnarounds:

- Structured successful turnaround of failed equipment servicing company, operating losses ceased in 30 days

- Provided turnaround advice and consulting services to equipment manufacturer in Netherlands

- Structured successful turnaround of motor carrier that was incurring substantial operating losses, losses ceased within 60 days

- Planned, organized and implemented acquisition of highly distressed motor carrier

- Planned and implemented successful divestiture of less-than-truckload subsidiary of public company

- Structured sale and successful turnaround of audio-visual service provider

- Performed "disaster recovery" services for retail chain after abrupt resignation of all finance and data processing management

- Provided systems consulting services to retail footwear chain

- Arranged bank line of credit to support turnaround of company

Growth Design & Implementation

Asbell Joiner has executives with many years of experience as CEO, CFO, Executive VP, and other senior level positions. Accordingly, we have the expertise to design and the experience to implement operations capable of rapid growth. Additionally, we have proven expertise in unlocking cash that can be used for the next big idea. Below lists our experience in growth design & implementation:

- Development and implementation of a modern, more efficient operating system further increasing return on assets of a firm growing by acquisition; $10MM in annual savings

- Created an operating environment enhancing competition in buy vs. make decisions; yielded costs 4-7% below market on a $60MM annual spend

- Designed and implemented an operating system and the requisite technology for a new venture expected to have 1,000 daily transactions and $20MM in annual revenue

- Designed and implemented an operating system and the requisite technology for a new venture expected to be marketed to the parent company's 30,000 customers

- Designed an incentive pay program and implemented facilitating technology; $20MM reduction in annual labor costs

- Created and implemented effective KPIs; $15MM annual savings

- Advised publicly-held telecommunications company in financing through issuance of convertible debentures

- Negotiated financing of publicly-held motor carrier through issuance of convertible debentures

- Negotiated real estate and equipment-based term credit facility to support expansion of company

- Advised public motor carrier in issuance of convertible preferred stock

- Arranged equipment-based term loan facilities to support growth of equipment leasing

- Arranged SBA guaranteed term debt and bank line of credit to finance company growth

Valuation

Having been involved in such a wide variety of businesses as the executive level and transactions at the advisory level, valuation comes part and parcel. Asbell Joiner has valuation experience for buy-outs, buy-ins, consolidations, fairness opinions, and IPOs. Below lists our experience in valuations:

- Represented companies in establishing pricing transaction in the following industries: Restaurants, Internet Development, Medical Practices, Advertising, Firm/Lobbyist, Chemical Manufacturing

- Represented publicly-held corporations in establishing the share exchange ratios in a merger of relative equals

- Represented companies in establishing pricing in IPO transaction in the following industries: Leisure Activities, Internet Retailer, High Tech Development, Textile, Manufacturing, Mortgage Brokerage/Servicing, Specialty, Wholesale Holiday Products, Medical Practice Holding Company

Bankruptcy & Liquidation

Businesses in crisis sometimes cannot continue operating within the contraints of their existing obligations. Reorganization through bankruptcy can improve a firm's long-term position. Unfortunately, sometimes liquidation is the only answer. In either case, Asbell Joiner possesses the expertise and experience to obtain a successful resolution. Below lists our experience in bankruptcy and liquidation:

- Represented acquiring company in negotiation of bankrupt manufacturer, obtained approval of Bankruptcy Court and trade creditors

- Represented secured creditors in motor carrier Chapter 11

- Represented unsecured creditors committee in Chapter 11 proceedings of manufacturer of durable medical goods

- Provided assistance in sales of home healthcare provider to publicly-held company out of Chapter 11 proceedings

- Organized and implemented shutdown and liquidation of Mexican healthcare operation

- Provided litigation assistance in connection with collection of receivables of failed motor carrier

- Assisted in evaluation of collateral and decision by secured lender to foreclose motor carrier

- Directed liquidation of publicly-held motor carrier on behalf of working capital lender

Labor

Labor resolutions pertain not only to union contract renewals and concessions, but also to equal employment and sexual harassment claims. Successful navigation of these waters gets a firm in the best position for success and risk mitigation. Asbell Joiner possesses the expertise and credentials to resolve labor disputes and build healthy relationships with unions. Below lists our experience with labor:

- Negotiated favorable settlements of EEOC and sexual harassment claims on behalf of employers

- Negotiated new contract with electrical workers in San Francisco providing for wage and benefit concessions to help support company turnaround

- Managed contract renewal negotiations with electrical workers union in Pittsburgh

- Managed and negotiated renewal of collective bargaining agreement with Teamsters in Chicago