Proprietary Finance Ventures
123 Mission Street
San Francisco, CA 94105
Tel (202) 596-7511

Funding for even highly-rated corporations has become more difficult and more expensive

We come in with Step-by-Step Parameters of Studies and Conclusions
Our Principal Focus: Create Value, Restore Profitability, Engineer Growth

Our Tools of Action © to help you grow and revitalize your operation
* Consentual and contested plans of reorganizations.
* Sales of assets, divisions, and spin-offs.
* Exchange and tender offers
* Acquisitions of bankrupt assets in auction or preemptive action
* Distressed capital raising
* Crisis management advisory
* International markets capital listings (London's AIM Exchange) for companies overburdened by either poor US listings performance or U.S. reporting requirements
* Advisory for foreign companies looking to buy U.S. units.


Reverse IPOs: take a public-listed company private

Undervalued listed companies are increasingly shunning depressed public markets where their stock might be thinly traded. A public company can go private if it completes a transaction where the shareholder base becomes less than 300 and there a growing need to restructure to achieve profitability. We'll assist you in executing an LBO, MBO, or reverse stock split. The requirements for a reverse stock split are primarily dictated by the laws of the jurisdiction of incorporation and the charter (the amendment typically requires a proxy statement soliciting approval by the stockholders). There are many examples of companies such as Neiman Marcus, Metro-Goldwyn-Mayer, and Toys "R" Us where private equity "buyouts" successfully improved operations and profitability. Proxy solicitations and tender offers are subject to the disclosure rules of the Securities Exchange Act of 1934. In addition, the disclosure requirements of Rule 13e-3 under the Securities Exchange Act apply when management, directors or other affiliates of the public company will retain an interest in the resulting private company. Rule 13e-3 and the related Schedule 13e-3 require disclosure of information in addition to the background and structure of the transaction required to be disclosed by the proxy and tender offer rules, including information about the fairness of the transaction. Copies of all valuation materials and reports used to demonstrate the fairness of the transaction must be filed with the SEC. The effects of the transaction on the company and its unaffiliated stockholders must also be included in the filing.

We'll take a close look at parameters such as:

Revenues, Earnings, Growth, ROI, EVA,Cash Flows, Cost reduction;

Customers or users value performance (customer/user satisfaction, loyalty, market share);

Internal business process performance (measuring control activities, productivity, quality, timelines);

Innovation performance (percent of revenue from new products,rate of improvement index);

Employee performance (turnover, knowledge, human capital value added, labour cost revenue ratio)

Your Financial Performance as seen in: Financial projections, restructuring charges, impairments of long-lived assets, investments and goodwill, income tax liabilities, retirement /post retirement liabilities, pension income and expense, repurchase obligations, insurance loss reserve, inventory reserve and allowances for doubtful accounts, details on existing ownership and capital structure