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Patriot Transportation

  • 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.

South-Am sold a majority interest to Van Drunen Farms

  • Background: South-Am Freeze Dry SpA (“South-Am”), founded in 2004 and based in Chile, is a full-service manufacturer of premium freeze-dried fruits, vegetables, and powders, driven by top standards of food safety and traceability. South-Am fuses creativity and innovation with world-class quality standards.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Distressed operations with excess plant capacity and negative cash flow
    • Spin-out of a non-core business unit
  • Challenges:
    • Niche industry with a limited number of potential buyers
    • Expedited timeline to close
    • Spin-out of a non-core business unit
  • Outcome: On August 14, 2019, Van Drunen Farms (“VDF”) acquired a majority interest in South-Am. VDF is a world leader in agriculture, food science, and dehydrating fruits, vegetables, and grains.
  • The partnership formed between South-Am and VDF provided South-Am with a significant minority stake, and quickly filled excess plant capacity, providing a path to profitability.

Achaogen sold the global assets to Cipla USA

  • Background: Achaogen, Inc. (“Achaogen”), based in South San Francisco, CA, is a biopharmaceutical company that develops and commercializes innovative antibacterial agents to address multidrug-resistant gram-negative infections.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Conducted a robust sales process, identifying and contacting approximately 200 strategic and financial parties
    • Significantly increased the value of the opening bid by running a competitive auction
    • Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and auctions
  • Challenges:
    • Achaogen’s lead asset, ZEMDRI™, had an unsuccessful launch which lead to massive layoffs, including almost all Achaogen’s sales force
    • Dramatic downturn in the availability of financing from both the debt and equity markets for companies in the anti-infective field
    • Maximizing value with no stalking horse bidder in place
  • Outcome: On July 23, 2019, the court approved the sale of Achaogen’s core assets to Cipla USA Inc., a subsidiary of the India-based parent, Cipla Limited. Additional assets were also sold to multiple buyers as part of the bankruptcy sales process.

NephroGenex sold assets to Medpace Research

  • Background: NephroGenex, headquartered in Raleigh, NC, is a specialty pharmaceutical Company that focused on the development of therapeutics to treat kidney disease. Based on financial considerations, the firm decided to pause its two key programs: 1) its Phase III clinical program for oral Pyridorin for the treatment of diabetic nephropathy and 2) its Phase I ready program for IV Pyridorin for the treatment of acute kidney injuries.
  • Cassel Salpeter:
    • Served as the exclusive financial advisor to the Company
    • Served as restructuring advisor to debtor in a bankruptcy matter, identifying and contacting over 275 strategic and financial parties
  • Challenges:
    • Drug failed to show a significant effect over the placebo in Phase III clinical trails
    • Complexity and duration of bankruptcy proceedings
  • Outcome: On May 10, 2017, the United States Bankruptcy Judge for the District of Delaware entered an order confirming the Sale pursuant to a Plan of Reorganization under Chapter 11 of the Bankruptcy Code. The plan became effective on May 24, 2017.

Constellation Healthcare Technologies has been acquired by CC Capital Management

  • Background: Headquartered in Houston, TX, Constellation Healthcare Technologies, Inc., a publicly traded company on the AIM Exchange, provides a holistic, integrated suite of practice management support services to hospitals and medical practices across the United States. The Company’s services include outsourced revenue cycle management for hospital-based and office-based physicians, practice management for primary care and subspecialty pediatric practices, and group purchasing services for vaccine and flu shots between eligible physicians and selected pharmaceutical companies.
  • Cassel Salpeter:
    • Served as the financial advisor to the Company’s Special Committee of the Board of Directors
    • Ran a 30-day “go-shop” period, identifying and contacting approximately 200 potential parties
  • Challenges:
    • Expedited timeline with only 30 days to identify and contact a large number of parties
  • Outcome: The “go-shop” period resulted in the successful sale of the Company in January 2017 to CC Capital Management and management.

DynaVox Sold assets to Tobii Technology

  • Background: DynaVox, headquartered in Pittsburgh, PA, has become the industry standard in augmentative and assistive communication technology. DynaVox develops and markets software, devices, and content to assist people in overcoming their speech, language, or learning challenges.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Ran a competitive sales process, identifying and contacting over 90 strategic and financial parties
    • Provided assistance throughout all phases of the sales process, due diligence, and auction
  • Challenges:
    • Expedited sales timeline with only three weeks to identify and bring parties to auction
    • Less-than-cooperative secured lender
  • Outcome: In May 2014, DynaVox, Inc. was sold to Tobii Technology AB, a Swedish-based technology company with offices worldwide.

Restructuring: Electrolytic Technologies Corporation

  • Served as financial advisor to the company and facilitated the deleveraging of its balance sheet via both a capital infusion and a debt-for-equity exchange offer with existing debt holders.
  • Manufacturer of equipment involved in the production of chlorine gas and bleach.

Restructuring and 363 Sale for Gulfstream International Airlines

  • Assisted company and secured creditors in the 363 sale process, resulting in the successful sale to Chicago-based hedge fund Victory Park Capital.  Served as financial advisor to secured creditors (multiple parties), and assisted company in proceedings and sale.
  • Commercial airline servicing daily routes among destinations in Florida, the Bahamas, the Midwest, and other locations.