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Jones Capital has helped to facilitate the highlighted transactions below.
Expert Witness, Bankruptcy Asset Sale
April 2021 / Sell-Side Advisor and Sole Arranger- Section 363, Chapter 11 asset sale: due diligence, documentation, closing
- Part of Liquidation Trustee overseeing wind down of the entity, in favor of Toll Brothers
CA Water drilling M&A and Financing (SBA 7A Loan and equity)
April 2019 / Buy-Side Advisor and Sole Arranger- Small Business Administration 7a loan in partnership with the deal team ((4) attorneys, the regional bank’s (3) person SBA team, (7) owners/spouses and the (2) person Seller’s team)
- Business unit/pro forma combined cash flow model and asset valuation
- Marketing process (Debt and Equity), VDR, project/process mgmt.
- Extensive SBA diligence: business plan, appraisal, owner/business backgrounds/financials
- Financing terms (stock purchase agreements, equity grants, employment agreements (executive and exempt/non-exempt), SBA commercial loan agreement, Seller’s Note), and close liaison with Legal for documentation
- Buyer’s acquisition terms (price, deferred comp., tax considerations), working capital, governance, capital structure
- Coordination of Escrow, closing, and post-closing as interim CFO (completed); Owner/Board Member
CO Agriculture Sell Side M&A (Large Private Strategic Acquiror)
January 2019 / Sell-Side Advisor- Prepared the deal: teaser, data room, and corporate finance model including strategic discussions with founder/seller
- Approached and communicated with the buyer universe including financial, strategic, and competitor companies
- Managed the diligence process and hosted meetings to discuss products/clients, markets, and strategic scalability
- Seller’s terms with Buyer’s CFO (valuation, incentive compensation post-closing) and memorialization with Legal
TX greenfield infrastructure (Equity Private Placement)
May 2017 and February 2019- Worked with the COO to create the corporate cash flow, pro forma, for each of the company’s products/services
- Collaborated on the business plan, market study of initial penetration, ramp up, and steady state top line drivers
- Discussed inorganic M&A options and term sheets with a large strategic seller
- Initiated investor discussions and guided education in regard to stability of cash flows (contract vs. spot revenue), operating partnerships, base/upside scenarios, net present value of returns and mgmt. “waterfall” incentive package
- Reviewed and negotiated the joint operating agreement with legal, the creation of Class A-C shares, and governance
- Permitting for Phase 2 and 2nd Closing in February 2019
TX Convertible Preferred Equity financing for a pre-revenue IT/cloud security/storage company
October 2017 / Buy-Side Advisor- Negotiated deal terms on behalf of the largest investor including Holdco/Opco terms, clawback incentives for the Founder based on accountability/achievements, Board/corporate governance, new Member rights/compensation
- Amended the existing credit structure to include terms, memorialized and drafted with Legal
All-Stock Merger of Equals Valuation Opinion
April 2017 / Valuation provider and Independent Arbiter- Interviewed mgmt. teams and gathered data to present a combination analysis based on a net asset value and free cash flow approach
- Presented to both teams and proposed split ratios, serving as independent arbiter for terms and strategy
DC Commercial/Industrial Real Estate Acquisition
February 2017 / Buy-Side Advisor- Toured the site, performed diligence on accounts receivable, sinking fund requirements for future CAPEX, mgmt. fee negotiation, and advised on corporate governance, arbitration clauses, Board vs. Member duties, reporting
- Helped arrange commercial real estate finance (1st lien: 65% LTV, 10-year call; 2nd lien and partner’s equity)
- Worked on the LLC operating agreement with Legal
- Built the pro forma cash flow, balance sheet, and credit metrics
Interim CFO and $25mm Equity financing for a Southern California E&P
January - December 2017 / Interim CFO, Buy-Side Advisor, and Sole Arranger- Served as interim CFO, including cash/liquidity management, cost controls, reporting
- Valued assets, created/updated the investor PPT as IR lead
- Worked on commercial and legal agreements including: M&A, Operating/LLC, Asset Acquisition, JV, and LOIs
- Spearhead strategic investor discussions and capital market diligence (data room, engineering, LOIs)
$70mm mezzanine capital commitment to finance biodiesel infrastructure
July 2016 - October 2018 / Sell-Side Advisor and Sole Arranger- Worked with the mgmt. team and sponsor to create the corporate value proposition, sources/uses, indicative transaction terms at a high LTV, and addressed government risk/reward for federal and state energy tax credits
- Performed a thorough market check spanning strategic Asian investors in the $100mm range, U.S. P.E. sponsors for up to 20 sites, and unitranche debt as a 2-5-year bridge for 5 sites to reach size/scale, then circle back to P.E.
- Reached out to ~45 investors and guided mgmt. on “market” terms, including incentive compensation (MOIC/IRR hurdles) based on scalability, partnership structures, and loan mechanics
- Discussed creating the company at a reasonable multiple, buying down the purchase price via. operational changes/tax credits, free cash flow sweep/amortization terms, and exit options
