BUSINESS CONSULTING GROUP, LLC
Envision Business Strategy, Develop Business Plans and Solve Business Problems
performance improvement, inventory reductioncost reduction, revenue enhancementbusiness consultants, consultants, headcount reductionbusiness, management consultants, efficiency, continuous quality improvementTQM, Total Quality Management, Six Sigmaproblem solving, root cause analysis

FINANCING OR SELLING - Illustrative Accomplishments

Angel and Venture Capital Financing
Created the corporate and financial infrastructure of a start-up biotechnology company. Worked with the founder and chief scientist to create a business plan and model in order to raise capital and launch a business based on the founder’s proprietary knowledge and science.
Result: Financial statements have been prepared. A private placement memorandum is drafted and $700,000 in convertible preferred equity with angels and venture capitalists is currently being placed.

Private Equity Financing
Directed efforts to refocus the business of a very early stage online, science education company. This required a complete rewrite of the business plan and creation of new financial projections. Worked with the accountants and legal team to revalue the company and begin a new and larger round ($1million to $2million) of private equity financing.
Result: Positioned the company for a greater potential for success and presenting financing package to potential investors.

Public Debt Finance Transactions
As CFO for Citibank, MD and the CHOICE business, acted as the lead business contact for the securitization of almost two-thirds of the receivables in December 1992. Worked closely with the investor community, the rating agencies, and Citibank’s sales staff to educate them about the CHOICE portfolio and business.
Result: The two-tranche deal included $1 billion of two year and $1 billion of five-year floating rate notes with an A-B subordinate structure. At the time it was the largest, non-sovereign, floating rate debt deal ever done.

Private Equity Financing
Helped start a technology-based, direct marketing business. Led the strategic and business planning processes; created and built the corporate and financial infrastructures; and developed banking, accounting, and insurance relationships. Developed the models for the five-year financial projections of the business. Assisted in the financing efforts with angels through private placement equity funding. Result: Raised $500,000 of angel capital and launched a business that is still succeeding despite the economic downturn and particularly hard hit technology sector.

Private Equity Financing
As acting CFO for an established online, pre-publishing company servicing the scientific and medical society and pharmaceutical markets, provided the financial leadership and infrastructure for the company and assisted in the completion of a Private Placement Memorandum to raise capital.
Result: $5 million Private Placement Memorandum is complete and is being marketed.

Business Planning, Corporate/Financial Infrastructure, Angel/Venture Financing
As acting CFO, created the corporate and financial infrastructure of a start-up biotechnology company. Worked with the founder and chief scientist to create a business plan and model in order to launch a business based on the founder’s proprietary knowledge and science.
Result: Financial statements have been prepared. A private placement memorandum was drafted and is currently being used to raise $700,000 in convertible preferred equity with angels and venture capitalists.

Public Debt Finance Transactions
For a $17 billion mid-Atlantic, super-regional bank, assisted in the issuance of a $200 million corporate debt issuance. The deal began as a 30-year bond issue and by the time it was issued in the market, it had become a five year note. The interest rate risk was hedged from the planning stages of the issuance that required a number of basis changes as the maturity of the issue changed from thirty year to ten year to five year.
Result: Over the course of the hedging period, saved close to 50 basis points on the yield.

Public Debt Finance Transactions
For a $17 billion mid-Atlantic, super-regional bank, managed the hedge program of several billions of dollars of credit card securitizations over the period of several years.
Result: Reduced the issuance cost and managed the overall interest rate exposure of the portfolio through the use of interest rate swaps and caps.

Private Equity Financing
As CFO, helped start a technology-based, direct marketing business. Led the strategic and business planning processes; created and built the corporate and financial infrastructures; and developed banking, accounting, and insurance relationships. Developed the models for the five-year financial projections of the business. Assisted in the financing efforts with angels through private placement equity funding. Assisted selling to initial key accounts.
Result: Raised $500,000 initial capital and launched a business that is still succeeding despite the economic downturn and particularly hard hit technology sector.

Public Debt Finance Transactions
As CFO for a large money-center bank’s credit card bank and credit card business, was the lead business contact for the securitization of almost two-thirds of the receivables in December 1992. Worked closely with the investor community, the rating agencies, and the bank’s sales staff to educate them about the credit card portfolio and business.
Result: The two-tranche deal included $1 billion of two year and $1 billion of five-year floating rate notes with an A-B subordinate structure. At the time it was the largest, non-sovereign, floating rate debt deal ever done.

Revised Capital Structure, Private Placement Memorandum, Merger

First as a consultant and then as CFO, revised the capital structure of two closely-held interrelated and economically intertwined Limited Liability Companys (LLCs) into a single streamlined “C” corporation. This undertaking was initiated because of a failed effort to refinance the two companies through the private placement of additional equity. Although a Private Placement Memorandum (PPM) was prepared, presented and approved by the investor's attorney, it was readily apparent that the resulting capital structure was too cumbersome. This situation precipitated the preparation of merger documents, proxy statements and a recapitalization schedule that enabled one hundred-plus owners of the two LLCs, each owning one or more of three classes of membership units, to receive one or both of the voting and non-voting shares of the common stock of the new “C” corporation operating entity. The recapitalization schedule required showing each LLC member their before and after individual ownership position. A special purpose unit holders meeting was held to discuss, vote (by each class of LLC unit) and, ultimately approve the merger. Result: Two LLCs were successfully merged into a new “C” corporation creating a streamlined capital structure more easily explained to potential investors and single operating structure that was much more easily managed.

Product Purchase Financing

As CFO of a newly formed international consumer electronics and accessories distribution company, identified and sourced a line of credit based on our customer's creditworthiness that allowed us to purchase products from a manufacturer using a letter of credit; then, once the material was made and shipped, having the letter of credit paid-off by purchase order financing which covered the period of ocean shipping and US Customs clearance. Once the order cleared Customs and was shipped to the customer, traditional factoring was used to pay-off the purchase order financing. Result: A virtually unlimited line of credit was established for a company with a relatively poor credit rating.

Private Equity Financing

Acted as CFO for an established online, pre-publishing company servicing the scientific and medical society and pharmaceutical markets. Responsibilities included becoming an active member of the senior management team, guiding them through the planning stages in preparation for rapid growth, assisting in the completion and marketing of a $5 million Private Placement Memorandum, providing the financial leadership and establishing the infrastructure for the company. Result: Built a new finance team and implemented financial controls and policies that will enable the company to grow fivefold over the next four years. $5 million Private Placement Memorandum is complete and is being marketed.

Financial Turnaround

As Treasurer/CFO, managed the financial turnaround of a large applications service provider that performed information processing for retail, healthcare, construction, manufacturing and major league sports teams. Financial challenges were overcome by accelerating collections of receivables, negotiating extended payment terms for accounts payable and establishing a job cost accounting system to understand and manage the profitability of customer services contract. Result: Gained positive cash flow within two months and achieved profitability within six months.

Financial Turnaround

As CFO of a newly formed international consumer electronics and accessories distribution corporation that resulted from the merger of a privately held computer accessories distributor and a privately held but related consumer electronics distributor, all sales, operations and accounting processes had to be rationalized and consolidated. This entailed reviewing and restructuring the merged organization by identifying key management roles, evaluating current position holders and determining who would fill them. Office space requirements were reassessed. All logistic and administrative service providers were reviewed. All liabilities (accounts payable and shareholder debt) and costs (SGA, product and operations) were reviewed. Result: Eight or 60% of full-time positions were eliminated; monthly office rent was lowered by 60% and Internet and telephone expenses were pruned by 80%. In total, monthly recurring overhead was reduced by $109,000 or 66%; from approximately $165,000 per month to approximately $56,000 per month. A bidding process for all overseas product shipping from our manufacturers was initiated and product shipping costs have dropped by about 20%. A debt-to-equity exchange program was started and over $185,000 of shareholder debt was swapped for equity.

Independent Inventory Financing Company

When a newly formed international consumer electronics (CE) and accessories distribution company was unable to get financing for its small, in-house sales, pilot sales, internet sales and consignment sales inventory, it was necessary to create a vehicle that would allow the inventory to be financed and yet not have the ownership of that inventory conflict with the UCC-1 liens placed on other inventory financed through product purchase financing by a third party finance company. The solution was the establishment of an independent but closely controlled entity that could get its own financing to purchase and hold the consumer electronics company’s products until they were sold. Result: Prepared Operating Agreement for the new Limited Liability Company (LLC) and the Inventory Purchase Agreement between the two entities. Established relationships with the consumer electronics company’s providers and purchased product from them which was subsequently shipped, warehoused and sold to the CE company’s customers.

LLC Operating Agreements and Private Placement Memorandum

As a principal in several start-ups, prepared Limited Liability Company (LLC) Operating Agreements for each as well as the Private Placement Memoranda (PPMs) necessary to get them financed. The PPMs included the Notice to Prospective Investors, Summary of the Offering, Business Plan, Proforma Financial Statements, Use of Proceeds, Risk Considerations, Forward-Looking Statements, Terms of the Offering and Plan of Distribution, Investor Suitability Standards and Subscription Agreement. Result: Complete LLC operating agreements and Private Placement Memoranda.


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