Inland Fiber Group (IFG) is the successor of U.S. Timberlands Klamath Falls. Inland Fiber Group owned 167,000 acres of timberland and cutting rights on 68,000 acres of timberland in Oregon, east of the Cascade Range. IFG specialized in the growing of trees, the sale of logs and standing timber, and the sale of timberlands.
In 2006 the Company reached a settlement resolving all the claims in the outstanding litigation between the Company and certain other defendants, and the trustee under the indenture governing the $225 million principal amount of notes due 2007 issued by the Company. In accordance with the settlement agreement, the Company filed for relief under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court in Delaware. The plan was approved in late 2006.
Cypress acted as financial advisor to Inland Fiber Group as successor to U.S. Timberlands in connection with its pre-packaged plan of reorganization.
High Voltage Engineering Corporation owns and operates a diversified group of three industrial and technology based manufacturing and services businesses. HVE’s businesses focus on designing and manufacturing high quality applications and engineered products which are designed to address specific customer needs. The company has an established customer base spanning more than 60 countries, in a variety of industries including process automation, metal and steel, water and wastewater treatment, petrochemicals, oil and gas extraction and transportation, and semiconductor fabrication.
Case description: Alleged failure to pay M&A “tail” fee to original investment banker.
Cypress was offered as expert witness on behalf of High Voltage with regard to customary investment banking compensation and indemnification provisions in restructurings, bankruptcies and mergers and acquisitions. The case settled.
In July 2006, Cypress was engaged by COM DEV, a leading global designer and manufacturer of space hardware subsystems, to advise and evaluate strategic acquisition opportunities to expand the Company’s presence in the United States; specifically, investing in a U.S. defense platform to aggressively pursue U.S. defense and civil space programs.
Cypress evaluated a number of potential targets and assisted in exploring, both on an informal and formal basis, transactions with several parties.
The Passive Microwave Devices Business residing within L-3’s Electron Technologies was identified to have an established U.S. market presence with a number of legacy and prospective contracts on major ongoing US government and commercial satellite programs in addition to a strong base of engineering talent and infrastructure.
Cypress advised COM DEV in all phases of the transaction including, among others, the structuring and negotiations with L-3, financial and program-level due diligence, valuation and formulation of the asset purchase agreement.
As a result of the acquisition, Com Dev was able to forego millions of dollars in capital expenditures previously estimated to be required to fund the build-out of its California operation as well as significantly accelerate its business plan.
Goodway is a world leader in manufacturing the highest quality industrial cleaning systems. The company’s current product line encompasses a wide range of tube/pipe cleaners, duct cleaners, vacuums, floor machines, hi-pressure washers, and other maintenance related equipment. Goodway equipment is used in over 125 countries and on every continent, including Antarctica.
Cypress advised Goodway on the valuation of minority ownership in connection with a potential share transfer.
Delphi Corporation supplies vehicle electronics, transportation components, integrated systems, modules and other electronic technologies worldwide.
In October 2005, Delphi along with its affiliates jointly filed a voluntary petition for reorganization under Chapter 11. The bankruptcy was administered in the U.S. Bankruptcy Court, Southern District of New York.
Cypress acted as financial advisor to a group of Delphi debt and equity investors led by the Teachers’ Retirement System of Oklahoma, the Public Employees Retirement System of Mississippi, Raiffeisen Kapitalanlage-Gesellshaft m.b.H. and Stichting Pensioenfonds ABP.
In September 2007, Delphi announced the settlement of claims by the investor group for a value of approximately $342 million. The settlement was approved by the U.S. District Court, Eastern District of Michigan and the U.S. Bankruptcy Court, Southern District of New York.
Gilbert Global Equity Capital, a leading private equity investment firm, completed the dividend recapitalization of its portfolio company, CPM Holdings, Inc., the world’s leading provider of process equipment and engineered solutions for the oilseed, animal feed, and alternative energy markets.
The recapitalization transaction was funded through a new Senior Secured Facilities of $405 million. The Company will utilize the proceeds from the Senior Secured Credit Facilities along with existing cash reserves to refinance existing debt and issue a dividend to its shareholders.
The transaction provides CPM with enhanced financial flexibility, allowing it to continue its strategic growth initiatives, while also enabling Gilbert Global Equity Capital and its limited partners, the Company’s controlling shareholder, to realize a return of capital substantially in excess of its original investment while leaving its ownership stake unchanged.
Cypress acted as financial advisor to Gilbert Global Equity Capital LLC in connection with the dividend recapitalization of CPM Holdings.
Micronetics, Inc., a leading microwave and radio frequency (RF) components and integrated multifunction subassemblies used in a variety of commercial wireless, defense and aerospace products, including satellite communications, electronic warfare and electronic counter-measures. The Company’s products are embedded in a variety of radars, electronic warfare systems, guidance systems, wireless telecommunications and satellite equipment.
Over the past several years, Cypress assisted senior management and the Board of Directors with respect to the Company’s strategic positioning and financial alternatives including the evaluation of a number of potential acquisitions and assisted in exploring, both on an informal and formal basis, strategic and financing transactions with several parties
Engaged to explore strategic alternatives for the Company, Cypress facilitated and managed a competitive sale process that led to a negotiated transaction with Mercury Computer Systems. Mercury agreed to pay $14.80 per share in cash for each of the outstanding shares of Micronetics, representing a premium of 97% over Micronetics’ closing price one day prior to the announcement of $7.49 and a 154% premium over Micronetics’ unaffected closing price.
Cypress advised Micronetics in all phases of the transaction including the auction sale process, due diligence, management presentations, negotiations with Mercury Computer Systems, and rendering a fairness opinion.
