IPO/SPAC Preparation & Coordination

Opportune is typically engaged at the same time a company chooses its lead underwriter and securities counsel. We assist management in understanding the registration statement reporting requirements and all available choices in complying with those requirements. Opportune is nimble in its ability to supplement the client’s existing resources or bring in an entire team to lead an IPO. Example registration statement–related services include, but are not limited to:

• Forecast cash flow and earnings models to assist in determining monetization strategies
• Apply S-X 3-05 to identify significant acquisitions and filing requirements
• Draft predecessor financial statement, footnote and MD&A sections
• Prepare carve-out financials and footnotes
• Prepare pro forma financials and footnotes
• Draft tax provisions

Carve-Out Financial Statements

• Identification of the carve-out entity and operations
• Inclusion of assets and liabilities, including derivatives and pushdown of debt
• Allocation of income and expenses, such as share-based compensation, derivatives and income taxes
• Impairment analyses

Common Control Mergers (Smashco)

Opportune is the leading professional advisor across all sectors to private equity companies.

Unmatched Experience

• Proven Smashco experience across multiple sectors
• Representative capital markets experience includes:
  • 10+ Reverse Mergers
  • 10 Completed Up-C Transactions (4 Confidential)
  • 20+ Completed and Currently Active IPOs

Team Approach

• Our Tax, Valuation, FP&A and Technology capabilities enhance our capital markets reporting services.
• Projects led by teams dedicated to financial reporting matters.
• Unlike contractors, Opportune professionals only charge the time needed on tasks assigned based on their unique expertise.

Advocates For Our Clients

• No company conflicts resulting from attest services
• We work with and subscribe to the databases of every Big 4 firm
• Our advice isn’t dependent on the views of a single national office

Out-of-Court Restructuring

Whether the intent is to negotiate a simple covenant waiver or to ensure the full exploration of out-of-court options in anticipation of an expected bankruptcy filing, Opportune provides a number of out-of-court restructuring services to both debtors and their stakeholders, including:

• Cost/benefit analysis of out-of-court vs. in-court restructurings
• Development of budgets, business plans and financial forecasts
• Liquidity management
• Vendor negotiations
• Complex financial reporting
• Asset, cost, structural and operational reviews
• ROI analyses of proposed capital projects
• Credit agreement structuring, documentation and negotiation
• Complex contract analysis and restructuring
• Hedge position analyses
• Valuations
• Business process re-engineering
• Controls design and improvement
• Comprehensive business and commodity risk management
• Performance improvement and benchmarking
• Outsourcing of overall accounting, reporting and land functions
• Transition tax management and tax analysis

Creditor & Other Stakeholder Services

As a trusted advocate to lenders and creditors, we offer the benefit of our deep energy industry knowledge in connection with an engaged, proactive approach to creditor advisory. We advise stakeholders across the entirety of the capital structure, from traditional commercial lenders to deeply distressed investors and equity holders, along with trade creditors and government and regulatory agencies. Our services are sought by individual stakeholders and parties-in-interest, bank syndicates, and ad hoc and official committees, both in- and out-of-court in order to preserve and unlock value and maximize the recovery profiles of distressed situations. We offer stakeholders an array of solutions:

• Quality of earnings and business plan reviews
• Borrowing base reviews
• Development and maintenance of cash and liquidity forecasting models
• Enterprise valuation and recovery modeling for complex organizational structures
• Negotiation of waivers, amendments and forbearances agreements
• Analysis of intercreditor issues and complex financing structures
• Expertise around capital raising, acquisitions, divestitures and other strategic initiatives
• Covenant structuring
• Litigation support
• Bankruptcy-specific services, including the prosecution of causes of action, claims pool analyses, valuations and testimony and the development and negotiation of reorganization plans

Moreover, we can work with companies at the request of stakeholders to:

• Develop and sensitize business plans
• Create reliable forecasting models
• Provide periodic reporting
• Rationalize operating costs and overhead
• Shed non-essential or unprofitable operations for maximum value
• Manage near and long-term working capital
• Redefine long-term financing and capital structure options
• Analyze and structure complex tax transactions
• Gain access to confidential information and provide public guidance to stakeholders who do not want to be restricted

Debtor Bankruptcy Services

Chapter 11 bankruptcy is a court-supervised process that affords debtors a series of statutory protections, remedies, and options that are not available out-of-court, and which calls upon a financial advisor to bring competence in a unique and complex mix of finance, operations, strategy, and law. We appreciate that management is often experiencing bankruptcy for the first time and understand the challenges associated with trying to maintain business as usual during a court-driven reorganization. In this respect, Opportune plays a crucial role in managing many of the day-to-day activities and relieving the burdens associated with the bankruptcy process, freeing up management to focus on the sustainment and development of their business.

As financial advisors to debtors, our solutions include:

Pre-filing and First Day Motions

• Analysis of liquidity needs
• Financial forecasting, including the development of 13-week budgets
• Negotiations with existing stakeholders
• Support in raising debtor in possession (“DIP”) facilities
• Collateral reviews
• Hedge position analysis
• First day testimony/defense of DIP loan proposal
• Support in the preparation of “first day” filings and schedules
• Expert testimony

Case Administration & Plan Development

• Financial reporting and covenant compliance during bankruptcy and on emergence
• Preparation of statements and schedules
• Complex contract analysis, including assumptions and rejections
• Business case development
• Ongoing cash flow forecasting
• Cost structure and footprint review
• Vendor management
• Enterprise valuations
• Analysis of complex legal organizational structures
• Structuring and preservation of tax attributes (e.g., NOLs, credits)
• Assistance in lien analyses
• Development of reorganization plans
• Feasibility and debt capacity analyses
• Support strategic initiatives and capital raising activities (e.g., §363 sales and rights offerings)
• Establishment and administration of virtual data rooms
• Expert testimony

Interim Management Solutions

• Chief restructuring officer
• Chief financial officer
• Chief accounting officer
• Chief risk officer
• Chief information officer
• Chief tax officer

Process Improvement & Risk Management

• Business process and systems implementation and re-engineering
• Controls design and improvement
• Comprehensive business and commodity risk management
• Performance improvement and benchmarking

Energy-Specific Outsourcing Services

• Outsourcing of land administration
• Outsourcing of revenue and joint interest billing functions
• Outsourcing of overall accounting and reporting functions

Fresh Start Accounting

Allocate the value of a business emerging from bankruptcy to the assets and liabilities of its reporting units. Fresh start accounting is a complex process for most management teams going through a restructuring for the first time. Our seasoned professionals have experience guiding companies through the fresh start accounting process.

Opportune LLP is not a CPA firm.