Services

PIPEs

Public companies that seek capital to expand frequently seek alternatives to public financing in order to effect a transaction rapidly, or to raise an amount of capital that would make a public offering impractical. PIPEs (Private Investment in Public Equity) are private financings that allow public companies to raise capital rapidly without the time or expense involved in public offerings. Securities are typically marketed to institutional investors, with the underlying common stock registered shortly after completion of the offering. Carstairs Capital works with companies to structure and place PIPEs, allowing the company to obtain additional institutional investor support on terms that typically are favorable to current shareholders.

Private Placements

Carstairs Capital helps private companies raise capital in the private markets by structuring and placing securities in offerings. Private placements may involve senior debt, subordinated debt, preferred stock, or common stock, and can often be arranged more quickly and less expensively than public offerings. Using institutional and individual debt and equity sources, Carstairs Capital

• Structures the transaction.
• Assists the client with preparing the offering memorandum that describes the client's business.
• Identifies prospective investors.
• Negotiates the transaction terms on behalf of the client, helping to avoid or minimize burdensome or inappropriate covenants.

Public Offerings

Public offerings typically provide capital on advantageous terms while creating a liquid market for stockholders. Carstairs Capital underwrites public offerings of both public and private companies. As co-manager of public offerings, Carstairs Capital:

• Conducts the due diligence reviews.
• Structures the offering.
• Assists in preparing the offering documents.
• Forms the underwriting syndicate and selling group.
• Educates the institutional and retail sales force about the client and offering
  Provides after-market sponsorship including market making and research.

Mergers & Acquisitions

Carstairs Capital works with clients to arrange the purchase or sale of a business, including transactions such as outright sales/purchases, mergers, joint ventures, management buyouts, and divestitures. We provide advice and counsel during the strategic planning that leads to the decision of whether or not to undertake the proposed transaction. We maintain absolute and complete confidentiality while providing the following comprehensive services:
Strategy development

• Preparation of an in-depth valuation analysis of company or targets.
• Assistance with the preparation of a memorandum describing the business for sale in the case of a sale of a business.
• Identification and qualification of prospective buyers/sellers.
• Negotiation on behalf of the client.
• Structuring of the transaction to reflect the client's interest and requirements.
• Arrangement for the financing needed to complete the transaction (for buyers).

Valuations & Fairness Opinions

Carstairs Capital provides independent appraisals of the financial value of business enterprises. Valuations are prepared by using discounted cash flow analysis, income analysis, comparable company analysis, and other traditional techniques. We also render opinions as to the fairness from a financial point of view of particular transactions. Where appropriate, we can provide clients with fairness opinions in connection with:

• Mergers & acquisitions
• Buyouts
• ESOPs
• Stock option plans
• Tax issues