Hunter Wise Presentation for Corporate Finance Advisory Services
1. Strictly Private and Confidential
Corporate Finance and Global Growth Strategies
for Middle Market Companies
Presented By:
Ralph Y. Liu
Managing Director
Irvine, CA
(949) 371-9139
Email: rliu@hunterwise.com
2. About Us
Hunter Wise Financial Group LLC is a leading middle-market investment banking firm with over
40 licensed professionals in 12 domestic and 1 international offices that provides a wide range of
services for public and private corporations. Hunter Wise Financial Group, LLC, and our wholly-
owned broker/dealer Hunter Wise Securities, LLC, a FINRA, SIPC member firm, offer tailored
corporate finance solutions to middle market public and private companies.
Founded in 1998.
Powerful in-house analytical tools and research capabilities including and proprietary databases.
We have a global network of professionals in order to facilitate transactions with International and North
American corporations and investors.
Our team collectively has decades of knowledge and experience in successfully managing more than 1,000
mergers and acquisitions, divestitures and corporate finance engagements for middle market public and
private companies up to $200 million in revenue.
The HW investment banking team has extensive relationships with domestic and international institutions,
which include and not limited to;
Financial and Strategic Buyers
Private Equity Firms
Hedge Funds
Family Offices
SBIC’s
Venture Capital Firms
Mezzanine Funds and others.
3. Domestic & International Offices
Corporate
Headquarters
2361 Campus Drive
Suite 100
Irvine, CA 92612
Other U.S. Offices
Arizona | Colorado | Florida | Georgia | Illinois |
Michigan | New Mexico | New York | Utah | Virginia
Alberta Office
5410, 14645 6 St. SW
Calgary, Alberta
Canada
4. Hunter Wise Proposition
100% Senior Bankers
Strong companies with earnings of at least $2 million
Breadth of investment banking services – M&A, Corporate Finance
Nimble and entrepreneurial approach to each engagement
Direct relationships with capital sources and financial sponsors
(private equity groups, mezzanine lenders, etc.)
Empirical industry knowledge and research capabilities
Transaction structure creativity and expertise
Middle-Market Focus
Specialists
National and
International Reach
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Senior bankers with wire house investment banking experience
Managing Director-level attention from start to finish
Bankers licensed by FINRA (formerly NASD)
Offices in multiple states plus Canada, Europe and Asia
Affiliations around the globe
5. Our Sweet Spot
5
Wall
Street
Middle Market
Investment Banks
Other Intermediaries
Transactions
Over $300mm
Transaction Size
$25mm - $300mm
Transactions less
than $25mm
6. Broad Industry Expertise
While Hunter Wise professionals do not focus on specific industries, they do have significant
experience in a broad range of industry sectors.
Aerospace & Defense Automotive Building Materials &
Services
Chemicals Consumer Products &
Services
Fabricated Metal &
Plastic Products
Financial Products &
Services
Food & Beverage Government Services
Healthcare & Medical Printing & Publishing Professional &
Business Services
Technology &
Telecommunications
Transportation
Energy& Related
Products/Services
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7. Service Offerings
INVESTMENTBANKING
Hunter Wise offers a comprehensive range of investment banking services:
Public
Offerings
Corporate Finance Financial Advisory
Mergers &
Acquisitions
Initial & Secondary
Offerings
Access to Institutional
& Accredited Investors
Reverse Mergers
(RTO’s)
Convertible Debt
Offerings
Growth Capital
(Debt/Equity)
Acquisition Financing
Debt Restructuring
PIPES
Bridge Financing
Mezzanine Financing
DIP Loans
Sell/Buy Side Advisory
Access to Financial &
Strategic Buyers
Divestitures
Recapitalizations
LBOs/MBOs
Shareholder Buyouts
Defense Strategies
Corporate Planning
Business Plans
Strategic Relationships
Joint Ventures &
Licensing Arrangements
Structuring & Negotiating
Transactions
Due Diligence
8. Company has a
minimum
EBITDA of $2
million
HW Client
Good growth
prospects
Solid market
position and
reputation
Has been in
business for
several years
Can reasonably
anticipate cash
flows and
revenues
Minimum
enterprise value
of $10 million
Free of major
legal issues
Strong
management
team
Although Hunter Wise looks at each prospective client on a case-by-case basis, several characteristics
reveal themselves as essential qualifiers. The list below is not exclusive, but can be used as a guideline.
Hunter Wise Candidate Indicators
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9. Service Offering – Corporate Finance
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• Leveraged acquisitions
• Leveraged recapitalizations (including MBOs)
• Restructuring debt
• Capital for growth – debt and equity (minority
stake)
• Capital to take public companies private
• Capital to take private companies public
primarily on foreign exchanges – AIM, TSX
• Bridge financing
• PIPEs (Private Investment in Public Equity)
• Equity Lines of Credit
10. PREPARATION
PROSPECTING
NEGOTIATIONS
• Agree on process
• Develop positioning
statement
• Prepare documentation
• Anticipate investor
questions/issues and
address in documentation
• Finalize list of potential
investors
• Contact potential investors
• Execute NDAs
• Disseminate information
• Request indications of
interest and terms
• Assist with preparation of
management presentations
• Coordinate initial
management meetings with
potential investors
• Request final proposals
• Negotiate LOIs/term sheets
• Coordinate due diligence
(including on investor)
• Assist in negotiating
agreements, including final
terms
• Identify and assist lenders
as needed
CLOSING
• Sign agreements
• Closing/Funding
PRE-ENGAGEMENT
• Client introduction
• Understand objectives
• Assessment and
preliminary due
diligence
• Engaged
Hunter Wise Process – Corporate Finance
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11. Representative Engagements
Ayer, Massachusetts
has been acquired by
Phoenix, Arizona
Minority Equity Investment
by
Grand Rapids, Michigan
has been acquired by
St. Petersburg, Russia
has been acquired by
Alberta, Canada
Income Trust Conversion
Paso Robles, California
has been acquired by
Auburn, Washington
has been acquired by
Logistics Healthcare Services Manufacturing
Consumer Products Packaging Infrastructure Engineering/Design11
San Diego, California
Minority Equity Investment
by
12. Sandy, Utah
has been acquired by
Manchester, New Hampshire
Contractors /
Engineers Supply,
Inc.
Phoenix, Arizona
has been acquired by
Auburn, Washington
Albuquerque, New Mexico
has been recapitalized by
Chevy Chase, Maryland
Encino, California
has been acquired by
Advanced Practice
Systems, LLC
Cambridge, Massachusetts
Aloro Foods, Inc.
Ontario, Canada
has been acquired by
New Brunswick, Canada
Mound House, Nevada
has been acquired by
Minneapolis, Minnesota
Oxnard, CA
has been acquired by
Norway
Minto, North Dakota
has been recapitalized by
Denver, Colorado
Manufacturing Software / Healthcare Consumer Brands / Foods Manufacturing/Chemicals
Building Products Wireless Technology Optical Communications Solar Products12
13. How Hunter Wise Bankers Add Value
HW Investment bankers are professionals focused on delivering high-quality Corporate Finance &
M&A advisory services
– A strong process requires an objective third party
– Able to understand the drivers and nuances of a company and then articulate the value
proposition to prospective investors/lenders
The client already has a full-time job
– The HW investment banker’s job is to run the process smoothly so that the client can focus on
the number one priority – running their company
HW Investment bankers have expertise in valuing businesses from a transaction perspective
– Methodologies and pitfalls of valuation approaches
– Know various industries and their metrics
– Can perform financial analysis quickly and accurately
A HW banker understands how to keep the process on track
– Requisite experience in negotiating resolutions to sensitive and complex issues
– Problem solving with creative solutions
Preserve Confidentiality - It is often necessary to keep the transaction secret
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14. Other Activities and Responsibilities
Client Activities
– Focus on running/growing business. Any interruption in the business trends can disrupt or
terminate the process.
– Help identify additional prospects
– Compile information requested by investment banker, lawyer, accountant, lender, investor.
HW will oversee much of the information gathering process (due diligence).
– Review and edit relevant documentation – Offering Memorandum, Investment Thesis,
Management Presentations to investors or lenders, etc.
Corporate Attorney
– Responds to legal due diligence requests – contracts, minutes, opinion letter, etc.
Transaction Attorney - Specialist
– Reviews Letter of Intent, Purchase Agreements, etc.
– Negotiates legal points such as representations, warranties, indemnification language, etc.
Accountant
– Facilitates and responds to financial due diligence issues
– Reviews tax consequences of transaction, including structure
– Reconcile/opine on revenue recognition approach, departures from GAAP, etc.
– Critical role in due diligence process
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15. Representative Current Assignments
Recapitalization/Sale of Environmental Remediation Company
– Replace current SBIC with new sponsor
– Raise additional capital for growth and possible partial liquidity for
principals
– Entertain sale to strategic acquiror
Minority Recapitalization of Specialty Insurance Company
– Replace passive shareholders with active financial sponsor
– Raise additional capital for growth and obtain AM Best Rating
– Structure to include senior and subordinated debt as well as equity
Buy Side M & A Advisory – Growth Strategy through Acquisitions
– Advise on identified target
– Identify and introduce additional prospective targets
– Orchestrate process including valuation analysis, negotiations and due
diligence
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16. Team Bios – Investment Banking
Ralph Y. Liu, Managing Director
Direct: (949) 371-9139
rliu@hunterwise.com
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As a Managing Director at Hunter Wise, Ralph together with his team, currently focuses on conducting cross border
M&A and Capital Raise for Asian companies in the US as well as other global financial markets. He also advises
many local companies in California on corporate financial restructuring, M&A and fund raising activities. Ralph's
portfolio of clients spreads across real estate industry, financial services & banking industry, technology industry, bio-
science, e-commerce, winery industry as well as other recreational industries such as super yacht brokerage,
yacht/ship building, golf courses and resort hotel developments.
Ralph has higher education post graduate degrees in Chemical Engineering, Computer Science at various leading
US universities as well as in Finance with an MBA from the Wharton School of Business.
Ralph started his investment banking career with Morgan Stanley in New York right out of business school. He has
previously served as the Managing Director for Chase Manhattan Bank and Head of Structured Derivatives based in
Hong Kong, Head of Asian Derivatives for UBS in Singapore, Head of Global Derivatives Trading for Equitable Life in
New York, Senior Advisor and Head of International Market for New York based SecondMarket, Institutional Currency
Option Trader for Chemical Bank in New York as well as more recently, the Board Member Chief Investment Officer
for Beijing based China Everbright Bank. He was responsible for overseeing over 50 billion RMB of the bank’s assets
and managed the bank’s investment banking, treasury, risk management and capital market activities.
Ralph holds FINRA Series 7, 66, 3 and 24 licenses as well as various real estate, mortgage and insurance licenses in
California.
17. Team Bios – Investment Banking
Teresa Hinojos, President
Direct: (949) 732-4108
thinojos@hunterwise.com
Teresa Hinojos is the president and chief compliance officer of Hunter Wise Securities, LLC, a FINRA broker dealer.
Since joining Hunter Wise in 2004, Ms. Hinojos has established a reputation among industry professionals as being a
strong leader and an “outside of the box” strategist. Ms. Hinojos is in charge of overseeing all of the firm’s business
operations and compliance policies. With over 10 years of experience in the investment banking and corporate
finance industry, Ms. Hinojos has played a role in every function involved with operating an investment banking firm,
including but not limited to, collaborating with senior management on business strategies; creating, implementing and
enforcing firm policies; advising and approving all financial filings; and acting as firm ambassador for all state and
federal regulators.
A graduate of California State University, Long Beach, Ms. Hinojos has a business education with a concentration in
finance and holds FINRA Series 7, 66, 79, 24 and 99 licenses. She was a member of Sigma Alpha Lambda, a
national leadership and honors organization, a participant in a CSULB student managed investment fund, and a
M&A Advisor 40 Under 40 honoree. Ms. Hinojos also belongs to several Who’s Who networks.
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19. Arizona California Colorado Florida Georgia Illinois
Michigan New Mexico New York Utah Virginia Calgary, AB
2361 Campus Drive, Suite 100
Irvine, CA 92612 USA
ph/949-852-1700 , 800-830-5333, fx/ 949-852-1722
info@hunterwise.com, www.hunterwise.com