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SERVICES

CORPORATE TRANSACTIONS
Fiduciaries have relied on HVA's independence and financial expertise in a wide range of corporate transactions, including business sales, mergers and acquisitions, leveraged buyouts, corporate reorganizations and recapitalizations, roll-ups, joint ventures, spin-offs and divestitures, and various types of financing transactions.

Fairness Opinions Solvency Opinions
M&A Advisory Non-performing Assets
Securities Design Due Diligence Services

Financial advisory services provided in these transactions usually culminate in the issuance of a fairness opinion, solvency opinion or valuation opinion. However, HVA will also function as an advisor to the client in transactions where no issuance of an opinion is required.

Because our fees for transaction opinions are never contingent upon the consummation of the transaction, HVA's opinions are free of the inherent conflicts of interest that compromise many fairness opinions issued by investment banks. By operating efficiently and without redundant layers of management, HVA brings its substantial transaction experience to bear on middle market transactions on a much more cost effective basis than most investment banks or other national firms.

Fairness Opinions
Fiduciaries rely on HVA to provide independent advice regarding the financial fairness of corporate transactions. We have issued fairness opinions in a multitude of transactions on behalf of public shareholders, common stockholders in private companies, preferred stockholders, option holders, limited partners, creditors, ESOPs and other benefit plans, charitable foundations and trusts

A proper determination of financial fairness, or "fairness from a financial point of view", requires the fairness opinion provider to be extremely diligent and experienced enough to recognize and address critical issues. When HVA is engaged to assess the financial fairness of a transaction to a particular stakeholder, our analysis goes beyond the issue of whether the stakeholder will receive at least equivalent value in the transaction. We also evaluate the stakeholder's investment position relative to other transaction participants, particularly when potential conflicts of interest exist. In addition, we consider the relative investment attributes of competing offers or strategic alternatives. HVA scrutinizes all aspects of the proposed transaction, including transaction documents, sources and uses of funds, financial statements and projections and, if necessary, will recommend changes in the transaction in order to meet the investment goals of the various parties. These goals are sometimes achieved through HVA's design of different classes of securities. Our work often results in improvements to the transaction structure and makes the ultimate determination of fairness more defensible.

Solvency Opinions
Issued in connection with a leveraged transaction, an affirmative solvency opinion involves the determination by an independent financial advisor that, after giving effect to the transaction: 1) the value of the company's assets exceeds its liabilities (the balance sheet test), 2) the company will be able to pay its debts as they mature (the cash flow test), and 3) the company will not be left with unreasonably small capital to conduct its business (the capital adequacy test). Because of the highly specialized nature of solvency opinions, only a handful of firms have the experience to craft an analysis that properly satisfies these tests. Certain HVA members are among the most experienced professionals in the country when it comes to managing solvency opinion engagements, having analyzed solvency in leveraged transactions in the billions of dollars since the mid-1980s.

Before issuing a solvency opinion, HVA analyzes all aspects of the proposed transaction, including a valuation of the assets (typically on a going concern basis), a detailed review of credit agreements, modeling of debt payments and financial covenants, and a sensitivity analysis testing the ability of the company to meet its obligations under potentially adverse business conditions. A solvency opinion issued by HVA is the result of a comprehensive assessment of the company's financial viability on a post-transaction basis that provides boards of directors, senior lenders and selling shareholders with a valuable tool to defend against a fraudulent conveyance claim.

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M&A Advisory
In M&A transactions, HVA advises both buyers and sellers on valuation and structure. These services take many forms. At times, we are engaged as an impartial third party helping both buyers and sellers to come to an agreement on pricing and deal terms. On other occasions, we represent a particular party, helping our client achieve the optimal financial benefit from the transaction. Because of our deep knowledge of valuation, we are well suited to consult on the valuation of consideration as well as provide an analysis of synergistic benefits under multiple scenarios. In still other situations, we quarterback the transaction, helping the client to put together its team of professionals and negotiate the deal.

Non-Performing Assets
HVA has been retained on numerous occasions to render valuations of non-performing and distressed securities. These assignments include valuations for bankruptcy and restructuring purposes, as well as the sale of distressed assets. The analysis of this type of asset requires innovation and creativity. HVA's work in this area is enhanced through close cooperation with clients, their advisors and other parties to the transaction. Our opinions of value assist bankruptcy trustees, investors and executives in their decisions related to distressed securities.

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Securities Design
HVA' s experience in the design of securities includes the allocation of equity value among multiple classes of stock, as well as structuring the characteristics of a newly issued security. Our understanding of the components of value for complex hybrid securities - or securities that combine elements of fixed income, preferred return, equity participation and option-like features - gives HVA the tools to address even the most challenging securities design issues.

HVA's experience with hybrid securities derives from its work in the valuation of early-stage companies with multiple classes of preferred and common stock, stock options and warrants. We apply that knowledge to structure securities designed to meet the different investment objectives of the various stakeholders in a transaction, at the same time giving stakeholders an understanding of the range of future values for each class of security under various scenarios. We use several proprietary valuation models in the design and valuation of newly issued securities.

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Due Diligence Service
As a result of our valuation work, members of the HVA team have developed a strong proficiency in the area of due diligence. In some of our assignments, the clients are specifically looking for the comprehensive reporting on the facts and findings of our due diligence investigation and use this information to assist in conducting their business or pass the information along to their partners or vendors.

Separately, HVA offers due diligence services as a stand-alone product. This service is typically requested in connection with a transaction or a public offering of securities. The comprehensive service includes history of the business, industry overview, background information on key individuals, risk factors, and presentation of the proposed transaction.

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