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Investment Banking

Mergers & Acquisitions:

Independent Advisory

The world of M&A has always had conflicts of interest, but increasingly those conflicts have gained notoriety, often at the expense of board member reputations and shareholder pocketbooks. Keystone’s reputation of being fiercely independent is supported by our private ownership, our non-lender status, and years of experience providing boards of directors and special committees unbiased advice in challenging situations, including take private transactions, change of control events, management buyouts, minority capital raises, lender or other advisor issues, hostile shareholder accusations, and cases where a party is on both sides of a transaction, among others. Since 2004, we have delivered more than 72 fairness opinions.

Sell Side Advisory

Keystone has built a strong reputation for developing a competitive marketplace for its clients looking to monetize their ownership in a full or partial sale of their business. The Keystone process is characterized by rigorous upfront due diligence, tailored positioning of the business’ unique value proposition, current relationships with relevant strategic and financial buyers in the industries we cover, and efficient techniques that all contribute to maximizing value for our clients. Since 2004, we have completed over 160 sale mandates valued at $67 billion. In addition, as part of our sell side advisory practice, we have developed a core competency of evaluating and executing carve-out transactions and in coordinating with clients’ tax advisors to utilize tax efficient structures when feasible, whether through a divestiture, spinoff or exchange.

Buy Side Advisory

Clients are continually comparing organic growth initiatives with potential M&A strategies, and routinely look to supplement their standalone strategy with targeted acquisitions. Keystone’s long history as a principal investor and the depth of our industry knowledge and relationships provides our bankers with a unique perspective on strategic transactions. We find opportunities that others can’t uncover; we help our clients accurately assess the strategic merits of potential combinations; and we move quickly to close those transactions that survive the strategic review process. Since 2004, buy side engagements represent about half of our M&A activity, and over 30% of our closed transactions.

Equity / Debt Financing

Keystone has a long history of helping clients access growth capital necessary to meet their financial goals and objectives. We offer value-added insight to the public markets and believe our focus on small and middle-market institutional buyers, coupled with our rapidly growing private client group, brings an attractive mix of institutional and retail distribution.

We advise clients on a range of public equity offerings and types of securities, including IPOs and follow-on offerings. We also have considerable experience in helping selling shareholders, including private equity investors, to realize the value of their investments through secondary offerings of their holdings.

Private Debt / Equity Placements

Keystone has always been a private institution, it is keenly aware of the importance of discretion. Therefore, we are uniquely qualified to provide clients access to private debt / equity capital. Our team is well positioned to provide unbiased advice on structuring, arranging and sourcing capital ranging from $5 million to over $100 million dollars.

Keystone uses its longstanding relationships with super-regional, regional and local banks as well as commercial finance companies, insurance companies, CLOs and subordinated debt funds to help clients successfully execute refinancings, dividend/recapitalizations, shareholder buyouts, capital expenditure and acquisition financings. Specialists in structuring and negotiating private financings, we advise clients placing a range of debt instruments, including:

  1. Secured and Unsecured Senior Credit Facilities
  2. Second Lien Term Loans
  3. Mezzanine and Subordinated Debt

Debt Advisory & Restructuring

Keystone combines its industry banking expertise with its leveraged finance experience to help clients negotiate with various types of lenders including traditional banks and finance companies to institutional investors such as CLOs, CDOs and subordinated debt funds. We provide our clients with thoughtful, unbiased financing advice as it relates to their merger and acquisition opportunities including:

  1. Assessing the alternatives and solutions for long term financings
  2. Negotiating refinancings with existing bank groups
  3. Negotiating and placing bridge financing and commitment papers

We also help our clients negotiate a range of restructurings including but not limited to the following:

  1. Financial covenant violations
  2. Permitted acquisitions basket modifications
  3. Restricted payments/dividends basket modifications
  4. Material pricing, amortization and maturity alterations
  5. Waivers and forbearance agreements

Keystones’ unique and deep credit markets insight provides our clients with the relevant knowledge required to design a restructuring most appropriate for its operating structure.

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