Fairness Opinion For Private Equity Portfolio Company Merger
In March 2020, Opportune Partners LLC (“Opportune”) was engaged to act as financial advisor to the Board of Directors of Cimarron Energy Inc. (“Cimarron”) and the Board of Managers of Flare Industries LLC (“Aereon”) (together the “Boards”) to provide a fairness opinion.
Cimarron Energy is a leading manufacturer of engineered oil and natural gas production, processing and environmental equipment, providing separation, measurement, flowback and environmental products, as well as field services, to oil and natural gas exploration and production and midstream companies. The company was founded in 1976 and is based in Houston, TX.
Aereon is a leading emissions control provider of comprehensive gas and vapor handling, combustion and recovery solutions to operators across the oil and gas value chain. Founded more than 25 years ago and based in Austin, TX, Aereon's sales are balanced between domestic and international markets, standard and custom equipment, as well as substantial aftermarket parts sales and services.
Both Cimarron and Aereon are portfolio companies of Turnbridge Capital and provide complementary product and service lines to companies in the energy industry. The management teams of both companies believe that significant synergies could be realized through a combination transaction. In addition to significant cost savings, the compelling and complementary product offering provides the opportunity for cross marketing with significant revenue uplift potential.
Turnbridge and the Boards were focused on ensuring that the transaction was fair to both sides and that it didn’t favor one set of shareholders over another. The Boards determined that the best course of action was to retain a financial advisor to effectively and fully review the transactions to assist them with the ability to make a truly “informed decision” to fulfill their fiduciary duties.
Opportune acted as financial advisor to both boards by providing independent, objective analysis and substantial financial due diligence around each company, their businesses, their historical results and their projected financial results. Opportune’s work for the Boards culminated with an opinion that the allocation of equity in the combined company among the legacy equity holders of Aereon and Cimarron in the proposed transaction was fair to each from a financial point-of-view. Opportune presented the analysis supporting the opinion to each Board in advance of their approval. While the synergies are expected to be substantial and Opportune provided information to the Boards about the potential impacts of the synergies and other potential qualitative aspects of the transaction, the fairness opinion analysis did not rely on them.
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