Transactional Opinions

Fairness Opinions

Solvency & Fraudulent Conveyance

Purchase or Sale of a Business

Transaction Consideration Valuation

"Discover the Value"

Fairness Opinions

More than ever, today's financing, restructuring, and recapitalization transactions are complex and can present conflicts between parties of interest. To minimize these risks of litigation and to ensure transaction fairness, it is essential to obtain an independent fairness opinion from a competent and credible firm. A fairness opinion is a financial advisor's determination that consideration or financial terms in a merger, acquisition, divestiture, securities issuance, or other transaction are fair from a financial point of view. A fairness opinion may be rendered on behalf of a company, its shareholders, or a limited group of shareholders (i.e., public shareholders or non-controlling shareholders). In addition, a fairness opinion should consider whether the transaction is prudent or if the company should consider another form of transaction, such as a leveraged recapitalization or a merger with another company.

We have issued FMV fairness opinions to various constituencies, including boards of directors; special independent committees of boards; shareholders; fiduciaries, such as ESOP trustees, foundations, and other trustees; other parties involved in change of control transactions; and parties with potential conflicts of interest.

Solvency & Fraudulent Conveyance

In these uncertain economic times, fraudulent conveyance in leveraged buyouts, restructurings, and recapitalizations is a valid concern for parties involved in leveraged transactions. Therefore, an independent, in-depth opinion of solvency and capital adequacy is crucial to protect corporate directors and lenders. Using state-of-the-art financial analysis, FMV can ascertain a company's ability to repay its debt as it becomes due and determine whether a company has a reasonable capital base from which to operate.

Our professionals have been involved with some of the largest leveraged transactions in this nation's history and have extensive experience in rendering solvency opinions in a variety of complex situations. Because we combine valuation expertise with sophisticated research methods, we are uniquely qualified to render an opinion of solvency that will withstand the scrutiny of third parties several years after the transaction is completed.

Purchase or Sale of a Business

A thorough and objective valuation is essential for the business owner who is exploring the sale of his or her company. Knowing fair market value allows the owner to objectively assess personal, business and financial objectives and identify the most viable options. A valuation also empowers the business owner who decides to enter the marketplace, to negotiate with potential acquirers from a position of strength. Similarly, an acquirer or investor who enters a transaction with an objective valuation, is positioned for an equitable result.

FMV provides in-depth valuations and assessments of value to both sellers and acquirers, in separate transactions.

Transaction Consideration Valuation

In certain circumstances, it is common for sellers of businesses to receive consideration consisting of assets other than cash. This could include consulting agreements, lease adjustments, contingent payments, debt, options, convertible securities, guarantees, floors, ceilings, etc. For accounting and tax reporting purposes, these complex considerations require an accurate, thorough and credibly supported valuation.

In some instances, after a transaction has occurred, or as part of the negotiations, it may be necessary to allocate the purchase price among various assets. FMV provides purchase price allocation valuations for intangible assets such as customer lists, consulting contracts and patents.

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