Portfolio

Meliora Advisors has performed several valuation analyses for a venture-backed robotics and AI company operating in the quick service restaurant (QSR) automation space.  

• Our analyses assisted the company in its Series C and Series D rounds of fundraising, including its crowdfunding and warrant and option pricing. 
• Meliora provided valuation analyses pursuant to IRC Sec. 409A and recast the company’s capitalization table.

Meliora Advisors advised the founder of an equipment leasing company in the sale of the company to its management team.

• Meliora provided analysis and advisory services including valuation and structuring.  
• Meliora worked with the seller and counsel to structure a deal that afforded the seller a cash payout and also allowed the seller to carve out a specific portion of the leasing business. 

Meliora advised the sellers of a financial services company in its sale to a publicly traded foreign entity.  

• The company’s shareholders received an offer to sell the company.
• The seller shareholders were comprised of two groups.  

1. The majority group (the CEO, COO, and CFO), who together were to receive approx. 70% of the value.
2. The minority group (family members and outside investors), who together were to receive approx. 30% of the value.

• In a highly complex transaction, the payout to the majority shareholders was different from that to the minority shareholders.

1. The majority group received a combination of cash, restricted stock, and warrants plus a non-compete agreement and representation and warranty liabilities.
2. The minority group received cash, stock (unrestricted) and warrants (with shorter term).
3. The sellers wanted to ensure that the value accrued to the shareholders pari passu despite the majority and minority groups receiving different securities.
4. Meliora worked with the two groups of selling shareholders to structure a payout where value accrued to each group equitably, and according to the 70/30 split.

• Meliora valued each individual component of the deal and added the value of the securities, netted against the liabilities to determine the “starting” value split.
• By adding up the value of the securities accruing to each group, we were able to determine the “starting” value split.
• We then adjusted the split by shifting cash between the two groups.
• The analysis was completed under extremely strict time pressure and the transaction resulted in an equitable payout to both shareholder groups at the 70/30 split.

Meliora advised serial technology entrepreneur in business divorce.

• Entrepreneur was the founder of an e-commerce company providing mobile hardware and software to Merchant Service Providers (MSPs).
• The company raised capital from a foreign venture capital group and through a subsequent round, acceded control of the company to that VC.
• Entrepreneur and the VC-controlled board of directors disagreed on the future direction of the company and the founder was forced to leave the company and sell his shares back to the company.

1. Meliora was engaged by the entrepreneur to ascribe a value to the shares being sold back to the company.
2. The company retained the valuations team at a “Big 4” accounting firm to provide its valuation
3. Meliora worked with counsel and the entrepreneur to arrive at a valuation that was fair and equitable to both sides.
4. A settlement was reached, avoiding lengthy and costly litigation.

• A U.S. manufacturing company with 20-year track record of growth and profitability was considering a strategic acquisition in a different geography.
• The company’s owner (Buyer) had been approached by the potential seller (Seller).
• The Buyer retained Meliora Advisors to provide guidance relating to pricing and structuring of the transaction.

1. Meliora worked with the Buyer to determine the incremental in value to Buyer’s own company  under several pricing scenarios.
2. It was determined that the pricing sought by the Seller would not have increased the value of the combined company under the Buyer’s control.
3. Meliora worked with the Buyer and Seller and their respective counsel to structure a transaction that met the Seller’s objectives while affording the Buyer ample opportunity to increase the value of the combined company by more than the purchase price.