Viscogliosi’s Private Placement Process


• Assist in the preparation of the offering memorandum;
• Structure the terms of equity and/or debt securities;
• Develop the appropriate marketing strategy for the financing;
• Identify the most favorable potential lenders or equity partners (institutional and/or high net worth)
• Supervise and coordinate the due diligence process for investors;
• Negotiate the terms of transaction;
• Review and evaluate all transaction documents; and
• Coordinate closing of the transaction.
  

Underwriting
Public offerings typically provide capital on advantageous terms to client companies while creating a liquid market for stockholders as well as an exit strategy for early stage investors.

Viscogliosi has developed relationships with an extensive network of investment banks and numerous syndicate professionals to guide our clients through the underwriting process.   The value proposition to issuing clients is our ability to navigate the thicket of investment banks and to tell the client’s unique or compelling story.  Viscogliosi makes referrals of publicly owned issuers and privately owned companies that have the need to raise capital through underwritings to other NASD member firms.  These member firms will be responsible for all aspects of the underwriting (i.e., organizing the offering; due diligence, syndicate, selling group, etc.)

Viscogliosi’s Underwriting Process


• Assist in the due diligence review;
• Assist in structuring the offering;
• Advise the lead underwriter on formation of the underwriting syndicate and selling group;
• Assist in the education of the underwriter(s) institutional and retail sales force about the client and the offering; and
• Advise the client on developing after-market sponsorship including market making and research.
  

Investment Banking Advisory Services
As a specialty investment bank, Viscogliosi offers its clients a much higher level of expertise, focus, and personal service than is often found at other firms.  A banking relationship usually starts with a thorough assessment of a company by Viscogliosi’s professionals.  Based on the in-depth understanding of the client company obtained through this assessment, Viscogliosi’s investment banking team can appropriately position the company in the capital markets to more effectively and efficiently manage the transaction on behalf of the client.

Mergers & Acquisitions
Viscogliosi works with clients to arrange the purchase and/or sale of a business or business unit (acquisitions, mergers, joint ventures, management buyouts, divestitures, etc.)  We advise and counsel our clients during every step of the transaction.

Viscogliosi’s Comprehensive M&A Services


• Strategy development;
• Preparation of an in-depth valuation analysis of company or targets;
• Assistance with the preparation of a memorandum describing the business for sale in the case of a divestiture;
• Identification and qualification of prospective buyers and/or sellers;
• Negotiation on behalf of the client;
• Structuring of the transaction; and
• Arranging financing as needed.
  

Recapitalizations and Restructurings
Viscogliosi can assist companies seeking growth capital or business owners seeking liquidity through a recapitalization or restructuring.  The ability to structure, negotiate and execute complex transactions in ever-changing economic environments is critical for success.  Our professionals examine the immediate liquidity needs of our client and their shareholders, the strategic, operational and financial issues they face, and their financial performance to determine if this type of transaction is the preferred alternative.

Viscogliosi’s Recapitalizations and Restructuring Services

• Identifying optimal capital structure;
• Structuring the most appropriate balance sheet;
• Selecting the most flexible financing at the most favorable terms;
• Coordinating the entry and exit of new capital providers;
• Negotiating all documentation relating to the recapitalization or restructuring; and
• Valuation of the enterprise as necessary to advance the transaction.