Led Metals Company Acquisition Efforts

Alter Trading

St. Louis, Missouri

Challenge

Metal processing/scrap industry. $ 1+ billion revenue. $200 million debt.


  • Seeking growth opportunities in an uncertain economy
  • Buy-side advisory work for a middle market transaction
  • 100 + year old privately-held company seeking growth through acquisitions
  • Acquisition target company was identified, however target was potentially on the verge of severe financial distress
  • Seller stipulated a definitive for the transaction to close–which was in less than 60 days
  • Buyer wanted independent advisor to assess target company and provide due diligence support; timely and cost effectively

Solution

  • MorrisAnderson was engaged to assist in assessing the structure of the acquisition and valuation, develop a measurable working capital component embedded in the offered purchase price, and lead the negotiations and due diligence process to a timely close
  • Estimated valuation by assessing historical performance, non-recurring events, performance enhancement opportunities, environmental risks, estimated synergies, and real & personal property appraisals
  • Determined impact on working capital between annual GAAP financial statements and interim non-GAAP financial statements
  • Evaluate Seller’s proposed structure of Working Capital measurement and escrow amounts
  • Identify and assess debt obligations, including capital leases and any third-parties where Seller was guarantor
  • Monitor Seller’s borrowing base reporting and loan compliance with its credit facility

Results

  • Successfully led the transaction process to close on the target within the targeted price range
  • Successfully completed transaction within 60 days
  • Negotiated a working capital methodology favorable to maximizing cash realization within 90 days after closing
  • Quantified amounts and terms of multi-tiered escrow as indemnification for working capital, environmental, and other reps/warranties
  • Ensured sale proceeds would be sufficient to pay-off Seller’s debt obligations with remaining balance sufficient for escrow and satisfactory to Seller’s expectations in closing the transaction

Daniel Wiggins

Daniel Wiggins is a Managing Director at MorrisAnderson with notable turnaround and transaction experience. In building value for his clients Daniel focuses on enhancing stakeholder relationships that optimize business continuity and he frequently leads negotiations with clients’ key suppliers, customers, and lenders – particularly during restructuring initiatives. An additional focus of Daniel’s engagements is mentoring… Read More