Background: Patriot Transportation Holding, Inc. (NASDAQ: PATI) (“Patriot Transportation”), headquartered in Jacksonville, FL, is a leading tank truck operator, delivering petroleum products and other liquid and dry bulk commodities across the Southeastern U.S.
Cassel Salpeter:
Served as financial advisor to the company
Issued a fairness opinion as to whether the consideration to be received by the holders of common stock of the company in the transaction was fair, from a financial point of view, to such holders
Performed a market check and ran a “go-shop” process, identifying and contacting more than a dozen strategic parties and responding to due diligence requests from such parties
Challenges:
Ensuring the “go-shop” process was done efficiently and on a timely basis in order to meet the objectives of the market check without delaying the closing timeline for the transaction with United Petroleum Transports (“UPT”)
Outcome: In November 2023, Patriot Transportation was acquired by UPT for approximately $66.2 million, representing a 111.7% premium over the stock’s prior day pre-announcement closing price.
Background: SLS Consulting, LLC (“SLS”), headquartered in Coral Gables, FL, is a premier provider of fire protection and life safety services, including code compliance, fulfillment, consulting, and several other compliance solutions.
Cassel Salpeter:
Served as financial advisor to the company
Facilitated the due diligence process, working closely with the team to quickly and clearly answer acquirer’s questions
Assisted in the structuring, negotiating, and closing of the transaction
Challenges:
With inbound interest, the seller did not have the opportunity to prepare for a sales process
Navigating the complexities of selling the core business through a stock deal and certain other assets via an asset deal
Ensuring owner’s other business ventures remained outside of the scope of the transaction
Outcome: In November 2023, SLS was acquired by SOCOTEC USA (“SOCOTEC”). SOCOTEC is a leading provider of TIC (Testing, Inspection, and Certification), consulting, and advisory services. The acquisition of SLS will strengthen SOCOTEC’s code compliance and planning presence and lead to the formation of the new SOCOTEC Life Safety division.
Background: P3 Technologies, LLC (“P3”), headquartered in Jupiter, FL, is a custom turbomachinery engineering, product development and manufacturing business providing differentiated propulsion, power, and pumps technologies for the space, new energy and medical markets.
Cassel Salpeter:
Served as financial advisor to the company
Ran a focused, competitive sales process, identifying and contacting strategic and financial buyers
Successfully identified a strategic acquirer looking to enhance its technological capabilities and expand its turbomachinery solutions
Challenges:
Achieving a seamless transaction without interrupting the business
Founder seeking to transfer back-office responsibilities in order to focus on the primary business
Project-based business with periodic, significant client wins
Outcome: In November 2023, P3 was acquired by Graham Corporation (NYSE: GHM) (“Graham”). Graham is a global leader in the design and manufacture of mission critical fluid, power, heat transfer and vacuum technologies for the defense, space, and energy industries. P3 integrates seamlessly into Graham’s Barber-Nichols (“BN”) brand, bringing highly complementary technology that enhances BN’s turbomachinery solutions.
Background: Provider Network Solutions (“PNS”), based in Miami, FL, is a leading value-based care MSO, managing 3.5 million lives with over 2,000 specialty providers, committed to improving quality care with networks of providers in dermatology, orthopedics, podiatry, and pain management.
Cassel Salpeter:
Served as financial advisor to the company
Conducted a robust process to identify the ideal strategic partner for PNS to achieve its next-level growth objectives
Maximized the value of assets contributed to the joint venture while optimizing the value of the assets not involved in the transaction
Challenges:
Managing the unique requirements of a joint venture, wherein PNS carved-out and contributed its three musculoskeletal networks (orthopedics, podiatry, and pain management) to the joint venture
Creating a roadmap for the various agreements covering personnel, administration, and services for the joint venture
Outcome: In September 2023, PNS and Healthcare Outcomes Performance Company (“HOPCo”) created a joint venture that acquired PNS’s musculoskeletal networks. The new venture, named HOPCo Network Solutions, is an innovative value-based care platform managing networks in Florida of over 1,100 specialty providers and 1.8 million lives.
Background: Athenex, Inc. (“Athenex”), based in Buffalo, NY, is a diversified global biopharmaceutical company dedicated to the sale of specialty pharmaceuticals via licensing agreements with global partners and the development of novel therapies for the treatment of cancer.
Cassel Salpeter:
Served as financial advisor to the company
Conducted a robust sales process, identifying and contacting nearly 300 strategic and financial parties
Significantly increased the value of the opening bid by running a competitive auction
Worked with the company to monetize ancillary assets to generate incremental value for the estate
Challenges:
Seeking to sell multiple, unrelated divisions of the company
Significant capital needed to fund clinical trial programs for developmental assets post acquisition
Significant cure costs required bidders to negotiate deals with vendors
Outcome: In June 2023, the court approved the sale of Athenex’s APD assets to Sagent Pharmaceticals, Inc. Accounts receivable were sold to Oaktree Capital Management, LP. Assets related to the Orascovery platform were sold to C-MER Specialty Group Limited (HKG:03309).
Background: Primary Eye Care Center, P.C. (“Primary Eye Care Center”), headquartered in Bloomfield, CT, is a highly-regarded eye care practice with three locations and an ambulatory surgical center near Hartford, CT. The practice developed a strong network over its nearly 60-year history, drawing patients from immediate and surrounding counties.
Cassel Salpeter:
Served as financial advisor to the company
Ran a focused, competitive sales process, identifying and contacting private-equity backed strategic buyers
Successfully identified a strategic acquirer for the practice and worked closely with the physician owners to achieve an optimal transaction
Challenges:
Managing staffing and operational complexities
Ensuring that sellers’ post-transaction objectives were met
Maximizing and delivering value for the practice
Outcome:In June 2023, Primary Eye Care Center was acquired by ReFocus Management Services, LLC, (“ReFocus”). ReFocus is an eye care management services organization with locations across the Northeastern U.S. and is a portfolio company of Zenyth Partners.
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Background: Central Research Associates, Inc. (“CRA”), based in Birmingham, AL, is a leading, founder-owned, multi-specialty clinical research site, offering clinical trial opportunities to patients in Birmingham and the surrounding areas.
Cassel Salpeter:
Served as financial advisor to CRA
Successfully identified a strategic buyer interested in expanding its footprint in the Southeastern U.S.
Was deeply involved in the process from buyer selection through closing
Challenges:
Expedited marketing process to ensure the sellers timeline was met
Maintained original deal timeline despite challenging market conditions
Navigating extensive diligence process without interrupting the business
Outcome: In April 2023, CRA was acquired by Flourish Research Holdings, LLC (“Flourish Research”), a large clinical trial site network in the U.S.
https://www.casselsalpeter.com/wp-content/uploads/2023/05/CRA_309x309.jpg309309roaradminhttp://www.casselsalpeter.com/wp-content/uploads/2021/05/CS-Logo-for-Assets-Post-10-Year-Branding_Website_04.28.21_Draft01.pngroaradmin2023-04-01 15:26:012024-01-11 17:42:28Flourish Research Holdings, LLC Acquired Central Research Holdings
Background: Firecom, Inc. (“Firecom”), based in Woodside, NY, is the largest fire alarm company in New York City, servicing approximately 800 high-rise buildings, and is one of only five companies in the U.S. to manufacture its own fire life safety systems for high-rise buildings.
Cassel Salpeter:
Served as financial advisor to the company
Ran a highly-focused competitive sales process, identifying and contacting strategic buyers
Assisted in the structuring, negotiating, and closing of the transaction
Challenges:
Maximizing and delivering value for synergies
Managing ownership and operational complexities
Navigating extensive diligence review process
Outcome: In June 2022, Firecom was acquired by Corbett Technology Solutions, Inc. (“CTSI”), a leading provider of communication, collaboration, life-safety, and security solutions for clients across the East Coast. CTSI is a portfolio company of Wind Point Partners.
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Background: Multi-Specialty Research Associates (“MSRA”), based in Lake City, FL, is a founder-owned clinical research site, conducting Phase I-IV clinical trials. Since its inception, MSRA, a leader in clinical trials, has conducted clinical trials for leading sponsors in therapeutics, vaccines and diagnostics.
Cassel Salpeter:
Served as financial advisor to the company
Ran a focused, competitive sales process, identifying and contacting strategic and financial buyers
Successfully identified a strategic buyer interested in expanding its operations in Florida
Was extensively involved in the process from buyer selection through closing
Challenges:
Expedited sale and due dilligence process to ensure the sellers timeline was met
Balancing seller’s objectives to maximize value while preserving organizational structure
Outcome: In May 2022, MSRA was acquired by M3 Wake Research, headquartered in Raleigh, NC, an integrated organization of premier investigational sites, with over 16 research locations throughout the U.S.
https://www.casselsalpeter.com/wp-content/uploads/2022/05/MSRA-Logo_1x1.jpg217218roaradminhttp://www.casselsalpeter.com/wp-content/uploads/2021/05/CS-Logo-for-Assets-Post-10-Year-Branding_Website_04.28.21_Draft01.pngroaradmin2023-03-02 15:34:402024-01-12 16:22:19M3 Wake Research acquired MSRA Company
Background: BrandsMart U.S.A. (“BrandsMart”), based in Fort Lauderdale, FL, is a leading Southeast U.S. appliance and electronics retailer, offering a wide selection of brands, and thousands of products, including appliances, consumer electronics and computers, furniture, and other home goods.
Cassel Salpeter:
Served as financial advisor to the company
Facilitated the due dilligence process, working closely with the team to expeditiously and clearly answer acquirer’s questions
Assisted in the structuring, negotiating, and closing of the transaction
Challenges:
Ensured the desires were met to carry on the company legacy after decades of family ownership
As it was an unsolicited transaction, the seller was not fully prepared for the nuances of a sales process
Extensive due dilligence process without interrupting business, while working to meet the timing needs of a public company acquirer
Outcome: In April 2022, BrandsMart was acquired by The Aaron’s Company (NYSE: AAN), a leading technology-enabled, omnichannel provider of lease-to-own and purchase solutions with headquarters in Atlanta, GA.
https://www.casselsalpeter.com/wp-content/uploads/2022/04/BrandSmart_USA.png400400roaradminhttp://www.casselsalpeter.com/wp-content/uploads/2021/05/CS-Logo-for-Assets-Post-10-Year-Branding_Website_04.28.21_Draft01.pngroaradmin2022-11-02 16:52:342024-01-12 16:23:54The Aaron’s Company acquired BrandSmart U.S.A.