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Citadel Consulting Group, LLL acquired Opis

  • Background: Opis Management Resources, LLC and Gabriel Living Centers, LLC (“Opis”), founded in 2003 and based in Tampa, FL, is one of Florida’s leading providers of long-term and post-acute care, comprised of 10 skilled nursing facilities and an assisted living facility offering comprehensive rehabilitation, advanced practitioner, and community-based services throughout Central Florida.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Conducted a robust sales process, identifying and contacting over 100 strategic and financial parties
    • Successfully identified a strategic buyer interested in expanding its operations in Florida
  • Challenges:
    • Facilities impacted by COVID-19 pandemic
    • Completed sales, marketing, and closing virtually
  • Outcome: In January 2021, Opis was acquired by Citadel Consulting Group, LLC, who owns and operates multiple nursing homes and care centers in Florida, as well as in other parts of the U.S., and has an extensive track record of providing a high standard of care.

Alta Equipment Company acquired Flagler

  • BackgroundFlaglerCE Holdings, LLC (“Flagler”), founded in 2008 and based in Tampa, FL, engages in the sale, rental, and servicing of heavy construction equipment.  Flagler has the exclusive rights to distribute Volvo Construction Equipment in the state of Florida.  Flagler operates six main branches across Florida.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Ran a competitive bidding process amongst a select group of potential buyers, maximizing proceeds for Flagler’s stakeholders
    • Provided assistance throughout all phases of the sale process
  • Challenges:
    • Distressed operations with short timeline to close the deal
    • Multi-constituent transaction that required the successful funding of a Special Purpose Acquisition Company (SPAC)
  • Outcome:  On February 14, 2020, Alta Equipment Company acquired Flagler.
    • Alta Equipment Group Inc. owns and operates integrated equipment dealership platforms in the U.S.  Alta Equipment Company merged with B. Riley Principal Merger Corp., a SPAC, and changed its name to Alta Equipment Group Inc.

Westchester General Hospital acquired by Sanitas

  • Background:Westchester General Hospital, Inc. (“Westchester”), founded in 1967 and based in Miami, FL, is a 125-bed, family-owned acute care hospital providing quality, patient-centered care.  Westchester also helped develop a graduate medical education program that has trained hundreds of physicians who serve across the nation.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Conducted a robust sales process, identifying and contacting over 100 strategic and financial parties
    • Successfully identified an international buyer that was looking to expand their footprint in Florida
  • Challenges:
    • Distressed operations with negative cash flow
    • Ensuring a smooth transaction while dealing with the negative impacts of the COVID-19 pandemic
    • Navigating the ever-changing Paycheck Protection Program  and CARES Act guidelines relating to mergers and acquisitions
  • Outcome: In October 2020, Westchester was acquired by Sanitas USA, Inc. a subsidiary of Keralty SAS, an international health enterprise leader in patient-centered care and health outcomes.

Moviefone Assets sold to Born In Cleveland, LLC

  • Background:  Moviefone, a subsidiary of Helios and Matheson Analytics, Inc., is an entertainment information and marketing service that delivers movie showtimes, trailers, TV schedules, streaming information, cast and crew interviews, and editorial coverage.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Conducted a robust sales process, identifying and contacting a broad set of strategic and financial parties
    • Provided assistance throughout all phases of the Chapter 7 Section 363 sales process, due diligence, and auctions
  • Challenges:
    • Moviefone was losing value over time due to limited attention and resources; the assets needed to be sold in a short time frame in order to preserve value
    • Limited information and resources available at the Company
    • Maximizing the value of the estate during a global pandemic
  • Outcome:  On March 19, 2020, the court approved the sale of the Moviefone assets to Born In Cleveland, LLC.  Additional assets were also sold as part of the bankruptcy sales process.

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.

ASP sold certain assets to Roivant Sciences GmbH

  • Background:  Avadel Specialty Pharmaceuticals, LLC (“ASP”), based in Chesterfield, MO, is a pharmaceutical company engaged in the business of commercializing, marketing, and distributing NOCTIVA™ (desmopressin acetate) nasal spray.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Ran a competitive sales process, identifying and contacting over 100 strategic and financial parties
    • Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and auction.
  • Challenges:
    • NOCTIVA™ had limited sales and required a full commercialization effort to make the drug financially successful
    • ASP entered into an unfavorable license agreement which potential bidders ultimately had to renegotiate
  • Outcome:  On April 15, 2019, the court approved the sale of certain ASP assets to Roivant Sciences GmbH, headquartered in Basel, Switzerland.

inRegen sold certain assets to Orgagen

  • Background: InRegen, with headquarters in the Cayman Islands, is a leader in three-dimensional regenerative medicine.
  • Cassel Salpeter:
      • Served as exclusive financial advisor to the Company in its divestiture of the Neo Urinary conduit assets
      • Ran a competitive sales process for the assets and assisted the Company in evaluating offers received
      • Assisted in the structuring, negotiating, and closing of the transaction
    • Challenges:
      • Complex technology
      • Small universe of potential buyers
  • Outcome: On December 31, 2018, InRegen closed on the sale of the Neo Urinary Conduit assets to Orgagen, Inc.

Sancilio sold certain assets to K.D. Pharma Bexbach

  • Background: Sancilio Pharmaceuticals Company, Inc. (“Sancilio”), based in Riviera Beach, FL, is an integrated specialty pharmaceutical company that develops, manufactures, and commercializes pharmaceutical products, over-the-counter and behind-the-counter products, and dietary supplements in the dental and women’s health markets.
  • Cassel Salpeter:
    • Served as financial advisor to the Company
    • Ran a competitive sales process, identifying and contacting over 300 strategic and financial parties
    • Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and auction
  • Challenges:
    • Expedited sales timeline with less than six weeks to identify and solicit interest from potential bidders
    • Simultaneous, multiple sales processes for different divisions of the Company
  • Outcome: On August 1, 2018, the Ocean Blue division of Sancilio Pharmaceuticals Company, Inc. was purchased by K.D. Pharma Bexbach GmbH, headquartered in Bexbach, Germany.

Sancilio sold certain assets to Micelle Biopharma

  • Background: Sancilio Pharmaceuticals Company, Inc. (“Sancilio”), based in Riviera Beach, FL, is an integrated specialty pharmaceutical company that develops, manufactures, and commercializes pharmaceutical products, over-the-counter and behind-the-counter products, and dietary supplements in the dental and women’s health markets.
  • Cassel Salpeter:
      • Served as financial advisor to the Company
      • Ran a competitive sales process, identifying and contacting over 300 strategic and financial parties
      • Provided assistance throughout all phases of the Chapter 11 Section 363 sales process, due diligence, and auction
  • Challenges:
      • Expedited sales timeline with less than six weeks to identify and solicit interest from potential bidders
      • Simultaneous, multiple sales processes for different divisions of the Company
  • Outcome: On August 8, 2018, Altemia and the ALT Platform, a Phase III ready product for the treatment of sickle cell disease; a prenatal and dental portfolio of prenatal vitamins and fluorides; and the plant and labs of Sancilio Pharmaceuticals Company, Inc., were purchased by Micelle Biopharma, Inc.