Transaction Opinions

Assisting boards of directors, special committees, companies, and business owners in fulfilling their fiduciary duties, our professionals provide comprehensive analyses and unbiased opinions regarding the financial fairness of pending transactions. Intellectual rigor and wide-ranging financial expertise position Houlihan Lokey as a trusted advisor for clients worldwide.

With decades of experience valuing companies and their underlying securities, our team navigates complex situations and virtually every type of change-of-control transaction, including:

• Sellside and buyside M&A transactions

• Capital markets transactions

• Affiliate and insider transactions

• Related-party M&A transactions

• Related-party financing transactions

• Synergistic mergers

• Transactions involving competing offers

• Down-round financings

Contacts

We assist financial sponsors, including private equity funds, hedge funds, and credit funds, through a range of affiliate transactions. As regulators and investors increase scrutiny of private investment funds, sponsors must be aware of actual or perceived conflicts of interest in affiliate transactions. Transactions or trades conducted by a sponsor among its affiliates may lead to investor challenges and regulatory actions.

Fund affiliate transactions often address end-of-life fund issues or involve combinations of assets across funds. Affiliate transactions that may be actual, or may be perceived as, conflicts of interest include:

• Cross-Trades or Fund Transfers
• Fund Seeding
• Fund Recapitalization
• Principal Transactions
• Contractual Arrangements
• Season and Sell

We can assist sponsors in satisfying their legal, regulatory, and contractual duties in connection with an affiliate transaction. Fairness opinions or valuation opinions may serve to both protect the sponsor and facilitate discussions about the transaction with the LP Advisory Committee and other parties. The receipt of independent advice and a financial opinion by a sponsor in affiliate transactions has become a widely adopted practice.

Houlihan Lokey has been at the forefront of providing valuation and fairness opinions to sponsors across a wide range of affiliate transactions. We have provided these “fund opinions” to many leading sponsors in connection with fund transfers, fund recapitalizations, and other portfolio company transactions.

Contacts

Our professionals render hundreds of solvency and capital adequacy opinions on behalf of boards of directors, lenders, equity sponsors, and investment banks. Expertise across valuation, restructuring, and mergers and acquisitions provides a strong foundation for issuing solvency, surplus, and other capital adequacy opinions. These opinions offer an additional level of protection, mitigating clients’ risk of fraudulent conveyance, particularly in cases involving:

• Corporate spinoffs and reorganizations

• Leveraged dividend recapitalization transactions

• Stock redemptions

• Dividend distributions

Contacts

Our valuation professionals combine rigorous analysis with real-world transaction experience to deliver objective enterprise and equity valuations. We help clients determine value across a range of situations, including:

• Mergers and acquisitions

• Capital markets transactions

• Strategic alternatives assessments

• Shareholder agreement valuations

• Joint venture agreement valuations

• Initial public offerings

• Determinations of tax liabilities

• Assessments of collateral values

• Reorganizations of family-owned businesses

Contacts

At the forefront of the ESOP (employee stock ownership plan) movement since Congress legislated ESOPs in 1974, our professionals advise clients on ERISA valuation and transactional matters. Having advised numerous sponsor companies and ESOP/ERISA trustees, our team renders opinions on fairness, adequate consideration, valuation, and solvency while also structuring and negotiating complex ESOP transactions. Our team brings current and directly applicable industry and transaction experience to bear in advising clients with respect to various aspects of a transaction.

Contacts

Houlihan Lokey maintains one of the largest and most established business and securities valuation practices worldwide. Delivering education, guidance, and valuation services to a deep roster of clients, our professionals support Forbes 400 families and top U.S. tax attorneys. Our estate and gift tax valuation team provides the following services:

• Valuations of interests in closely held businesses or other securities

• Discount studies for partnerships or other estate planning vehicles

• Consulting services to enhance the design of securities for gifting or estate planning

• Litigation support and expert witness testimony for IRS appeals or tax court matters

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