Bristol Investment Group, Inc. serves companies through a group of professionals with proven expertise in all facets of corporate finance services. We normally employ a "team" approach to benefit from each professional's particular expertise. We also call upon the skills of consultants and industry experts to assist as needed. Our group is further supported by a proprietary library of sophisticated computer models and databases.
Our services are designed to meet the needs of a wide range of public and private companies. Our size and expertise is ideally suited to meeting the needs of the small to mid-size company. The majority of our business is dedicated to servicing companies with market caps up to $100 million.

Our services cover a total range of advisory functions beginning well in advance of a transaction. These include:

Corporate Governance and Sarbanes-Oxley

Bristol and its specialty legal counsel provide advice to public company clients on the myriad regulatory and governance issues that they face - from Sarbanes-Oxley disclosure provisions, to financial reporting statutes, to insider trading matters - and we are thoroughly familiar with all legal and regulatory developments affecting our clients. Our corporate advisory services for our public company clients include:

• reviewing and preparing Exchange Act forms;
  
• commenting on proxy statements and annual reports to shareholders;
  
• drafting officer and director questionnaires for securities filings;
  
• counseling on resales of restricted securities and securities held by affiliates under Rule 144;
  
• developing disclosure guidelines and insider trading restrictions (including the new requirements under the Sarbanes-Oxley Act); and
  
• consulting on the content and timing of press releases in connection with earnings and similar reporting issues.
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Going Private Transactions

Bristol can determine whether your company is a good candidate for a going-private transaction. The evaluation process typically includes:

• analyzing the strategic vision of your company;
  
• creating a detailed financial model of its operations;
  
• evaluating and recommending appropriate capital structures and leverage; and
  
• valuing the business based on both public and private comparables.
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Merger and Acquisition Services

Bristol assists its clients interested in making an acquisition by identifying and analyzing attractive acquisition candidates, determining the appropriate range of possible purchase prices, structuring the purchase price and transaction form from the most optimal tax perspective, and identifying the most productive methods of approach. We play a significant role in negotiations and in developing and executing a financing plan. Buyer representation services include:

• preliminary consultation to outline objectives and establish criteria
  
• searching for and identifying acquisition candidates
  
• preliminary analysis and advice on valuation and structure
  
• assistance in due diligence
  
• negotiation of the purchase price and other financial issues
  
• arranging for financing
  

Bristol can also advise owners on means of realizing optimal value for existing operations through a sale to a third party. We provide recommendations relating to strategy and value and implement those decisions through an extensive marketing and negotiating effort. Issues such as management continuity and need for confidentiality will influence the choice of the marketing strategy. Transactions involve cash, securities, installment features, employment contracts, non-compete provisions, earnouts, or future equity participation. The structure desired may be influenced by legal, tax or regulatory matters. There are corollary issues involving the sale of stock or assets, the retention of liabilities and representations and warranties after the sale. Bristol will represent sellers of a company in the following areas:

• preliminary valuation of the company as a going concern in light of its historical and projected financial performance, industry group and unique characteristics
  
• preparing a thorough descriptive memorandum on the company that best presents its prospects and opportunities for potential purchasers
  
• identifying and contacting likely purchasers on a strictly confidential basis
  
• structuring the transaction to maximize the price and terms for the seller
  
• working closely with the company's lawyers and accountants to anticipate and avoid potential problems and to smooth the path toward closing.
  

For the owners of a business, there are often considerations going beyond financial values. There may be concerns about the treatment of management and employees or the impact on customers and the communities where the business is located. If a company is closely held, the business may represent the owner's most important asset. There may be particular interest in the effect on family finances or in estate and tax planning issues.

We interact closely with our clients to arrive at a series of strategic alternatives and implementation plans regarding subsidiary divestiture. Divisions and subsidiaries may represent greater value upon divestiture to a third party than it does to a client.
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Management Buyouts

Bristol acts as agent in structuring and implementing an acquisition and in an advisory capacity after the transaction is completed. In addition, we often invest with management in the management buyouts that we structure. Bristol takes a leading role in management buyouts through structuring the transaction and finding and negotiating bank and mezzanine financing commitments. In many cases, the firm can accommodate owners who wish to sell their business and also maintain an ongoing investment in the company as a way of participating in its future growth. Distinguishing characteristics of Bristol's approach to acquisitions include:

• Serving Owner's Objectives - Transactions are structured by the firm to take into account the particular needs of owners. Bristol can accommodate owners seeking liquidity, but who also are interested in a continuing involvement and investment in their company. There may be financial, tax or estate planning issues of particular importance.
  
  
• Management Involvement - Providing management with the opportunity to share in the financial success of their company creates a winning situation for the seller, management and the equity investor.
  
  
• Valuation and Structuring Skill - The experience of the firm in valuing and structuring transactions reflects their extensive involvement in numerous industries.
  
  
• Institutional Capital Sources - Bristol's extensive relationships with financing institutions allows it to obtain cost-effective debt and equity funds. The firm believes its reputation rests on its ability to deliver on financial commitments.
  
  
• Business Relationships - The firm has an exceptional network of relationships in the corporate and general business community to provide add-on acquisitions, incremental sales opportunities and general business guidance.
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Sponsoring Recapitalizations

Bristol can analyze situations where value may be more fully realized through a recapitalization effort and/or various asset redeployment programs. In this area, we assist our clients in carrying out any strategic decision of this nature, which may involve valuing a business, renegotiating debt agreements or exchanging equity for debt. Details…

Fairness Opinions and Valuations

Bristol can scrutinize various financial considerations affecting the value of an existing operation and its prospects, and arrive at an estimation of fair value for a given entity. Various methodologies are utilized including market valuation, break-up valuation and discounted cash flow analysis. Valuations may be required in conjunction with raising capital as part of representing an acquisition candidate or acquirer when an exchange of securities is involved, or in a fairness opinion for shareholders of a publicly-held company. Details…