PAULSMEIER ADVISORY

PAULSMEIER ADVISORY 

1. Successful transactions concluded to date:

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2. The Paulsmeier Advisory division’s multi-disciplined services: 

Preliminary Evaluation / Assessment 

Our consultants shall, if and when required and as its primary service, conduct a thorough assiduity investigation into all aspects of a project , ensuring all elements are complete and consistent with market norms and standards, ensuring compliance with all relevant laws, standards and practices, verifying all information, titles, licenses, ownerships, references, assumptions, projections, costing and programs, in order to receive formal accreditation and qualification as a recommended project for finance and/or development, based on the following broad categories: 

· Geo-political 

· Legal and statutory 

· Technical 

· Economic 

· Market and demographics 

· Strategic and structure 

· Risk profile 

Research / Data Assimilation / Demographics 

If and when required our consultants shall, depending on the preparation level and completeness of a project submission, conduct a detailed research and investigation program, assimilate the most relevant data, make comparisons to existing market indicators and extrapolate the potentially affected demographics. 

Project Formulation / Proposal Documentation 

If and when required our consultants shall, depending on the status and format of a project submission, prepare and formulate the project proposal documentation to an international level of completeness and standards. 

Business Plan / Strategy 

If and when required our consultants shall, depending on the nature and activity of the business presented in the project submission, prepare a business plan and/or strategic plan to an international level of compliance with business practices. 

Legal / Business Structuring 

If and when required our consultants shall, depending on the orientation and legal nexus of the proposed business relationships presented in the project submission, assist, recommend and negotiate the most desirable legal and/or business structuring to satisfy our clients. 

Project Planning / Design / Specification 

If and when required our consultants shall, depending on the status of acceptance and statutory approval of the project submission, manage the process of project planning, design and/or specification towards the improvement and finalization of the project to international standards and the criteria of our Group, members and project leaders. 

Financial Structuring / Modeling 

If and when required our consultants shall, depending on the financial viability and investment modeling of the project submission, review and formulate a financial structure and/or financial model to comply with internationally accepted practices. 

Project Life Cycle Costing 

If and when required our consultants shall, depending on the financing period and life cycle of the project submission, investigate the total costs involved of the project from inception through its total lifetime, up to the point of either an on-sell or the logical conclusion and termination of the project, including all maintenance, upgrades, remodeling, etc., and then formulate a full term life cycle costing in order to correctly project the financial and other ramifications. 

Investment / Finance Securitization 

If and when required our consultants shall facilitate, secure and assist the project leader and our Group in the presentation, negotiation and contracting of finance for the project. 

Organizational / Corporate / Merger / Joint Venture Structuring 

If and when required our consultants shall, depending on the nature, status and structure of the business relationships proposed in the project submission, conduct and assist the project leader and our Group in the presentation, negotiation, formalization and structuring of the ideal organizational, corporate, merger, joint venture or any other form of business relationship. 

Project Programming / Program Management 

If and when required our consultants shall, depending on the complexity and spread of the project, investigate and analyze all elements of the project. A comprehensive and sequential process and procedure will be road-mapped for the most effective implementation procedure. This will then be documented and illustrated by a project program and/or program management manual for use by the contractors, project leaders and by our consultants, to manage and monitor the project program on behalf of our Group during execution and/or delivery. 

Project Facilitation / Negotiation / Arrangements 

If and when required our consultants shall, depending on the nature, sensitivity and complexity of the relationships proposed in the project submission, conduct and assist the project leader and our Group in the presentation, negotiation, formalization and structuring of the most responsible, transparent and workable arrangements with all concerned parties in order to turn the project into a viable business proposition. 

Project Administration / Monitoring / Reporting 

If and when required our consultants shall, depending on the nature, structure and levels of involvement by our Group in the project, conduct and assist the project leader and our Group in the project administration, monitoring and reporting during the execution and/or delivery. 

Financial Coordination and/or Governance 

If and when required our consultants shall, depending on the nature, magnitude and structure of the project finance, assist the project leader and our Group in the coordination, monitoring, verification and reporting of the general financial governance, including best practices, international taxation compliance, shareholder interests etc., in order to ensure the most effective and profitable involvement by our Group. 

Financial Advisory Services 

Our consultants provide corporate finance advisory services to project leaders, including expert advice on mergers and acquisitions, divestitures, strategic alliances, leveraged buyouts, recapitalizations and fairness opinions. Our services begin in the initial phases of formulating a corporate finance strategy, and continue through negotiation, structure and execution. 

Our consultants also provide advice on corporate positioning in the public markets, including assistance in project leaders’ financial communications to the public markets. 

Private Placement of Debt and Equity 

Our consultants specialize in the private placement of debt and equity securities for both public and private companies. Through our extensive knowledge of debt and equity structures, as well as its creative approach to financing, our investment banking team has experienced continued success in closing transactions in both favorable and unfavorable markets. 

Our consultants’ access to internal capital as well as its strategic relationships with other premier VC firms gives our consultants a competitive edge in placing private equity with both high net worth retail clients and institutions. 

Bridge Financing 

Our consultants’ bridge financing capability provides project leaders with the ability to facilitate the successful closing of a public offering, acquisition or private placement by filling capital gaps rapidly and efficiently. Our consultants work with project leaders from all industry sectors. These project leaders are provided with: 

· Customized financial structures 

· Quick access to capital. 

· Extensive management expertise 

· The ability to facilitate future financing 

The Bridge Loans are structured with protective covenants, as used by commercial banks, while at the same time applying our collective knowledge of securities and the financial markets to obtain attractive yields for our investors. 

Our typical transaction size for this structure is $3 - $5 million. The private placement group welcomes investment proposals. All materials received are held in the strictest confidence. 

· Solid business and financial analysis. 

· Sophisticated and quality advice on transaction structure and execution. 

· Senior level, yet personalized, attention. 

· In-depth industry and corporate research. 

· Extensive relationships with the investment and corporate communities. 

Equity/Debenture Lines 

Our consultants procure Equity and Debenture Credit Line private placements to qualified companies of all sizes. These private placements provide a 2-3 year standby underwriting agreement between the Issuer and Subscriber. 

The features of an Equity Credit Line are: 

• Provides the same flexibility as traditional credit lines but utilizes issuance of common stock rather than incurrence of debt obligation 

• May be exercised monthly to fund R&D, operations or build cash reserves. 

• Requires as little as 7 business day notice to the underwriter for "Equity or Debenture Line Draw" 

• Typically available for 2-3 year term 

• Common stock pricing is keyed off Market price of Common Stock at time of draw less underwriter discount 

• Creates a series of "Straight Equity" placements 

Our typical transaction size in this structure is $15 - $100 million. The private placement department welcomes investment proposals. All materials received are held in the strictest confidence. 

Mergers & Acquisitions 

It is not always easy to recognize merger opportunities and maintain the financial dexterity to make acquisitions. We will help you navigate turbulent waters and take advantage of emerging New Economy opportunities. 

We provide a full range of financial advisory services related to mergers and acquisitions, divestitures, leveraged buyouts and restructurings, including valuation, assessment of strategic direction to maximize shareholder value, financing strategy, transaction development and negotiations. Our consultants have extensive experience in all aspects of acquiring, selling and restructuring companies, including companies which they have directed or founded. Our consultants’ extensive relationships allow it to identify and contact the most appropriate industry or financial partners and to initiate structure and negotiate a transaction. 

Our investment banking team has the requisite experience and skills needed to fully complete any assignment. Our consultants have negotiated, structured or financed numerous merger and sale assignments in a variety of industries. All phases of the transaction are carefully analyzed and structured to ensure that a business combination is successful. This analysis includes but is not limited to: 

· Assessing potential Mergers & Acquisitions candidates 

· Efficiently financing the transaction 

· Constructing the transaction to reap the most favourable tax benefits 

· Configuring the best capitalization structure for the company growth 

Our consultants provide fairness opinions of prospective transactions involving public and private companies in connection with mergers, acquisitions, sale or divestitures of subsidiaries, or divisions. 

We provide exclusive representation to public and private companies regarding the sale of their businesses or of divisions within their current corporate structure. We advise clients during all phases of the sale process including: Assisting in the design of selling strategies that provide the most favourable value to our clients and identifying the appropriate buyers to ensure the transaction is successfully completed.