Fairness Opinion

In a financial environment characterized by growing complexity and regulatory oversight, the importance of serving as an effective fiduciary has never been more critical to businesses and their stakeholders. When evaluating a material transaction and its fairness, Boards of Directors, organizational leaders, and other fiduciaries benefit tremendously from the clarity and confidence brought to the decision-making processes by the suite of valuation and advisory services offered by Carolina Financial Securities. Drawing upon their many years of investment banking experience across an array of industries, the professionals at CFS possess the industry insight, technical skills, and expertise to perform in-depth valuations and analyses for a variety of transaction types.

A fairness opinion is a report issued by a financial advisor detailing a qualified and impartial opinion of fairness, from a financial point of view, within the context of a specific transaction. A fairness opinion involves more than conventional valuation, as fairness opinions are primarily concerned with testing and validating the valuation underpinning a proposed transaction to determine its fairness, rather than appraising that value outright.

Every fairness opinion issued by CFS is crafted in accordance with stringent standards of objectivity, diligence, and analysis—involving the most appropriate valuation methodologies to assess the merits of a proposed transaction, its associated procedures, and implications. Moreover, each fairness opinion undergoes a thorough internal review by an Opinion Review Committee, the members of which are carefully selected to include persons most knowledgeable about the subject matter at hand and persons who are not members of the “deal team” to ensure a comprehensive, impartial, and unbiased review.

As a part of any fairness opinion, CFS works with its client to collect all information relevant to the company and the proposed transaction, as well as to address any issues requiring a specialized approach. An iterative review process facilitates clear and accurate communication between CFS and our client, resulting in an issue-driven process of analysis backed by thorough due diligence and information gathering. After achieving a full understanding of the company and the transaction at hand, the team of professionals at CFS collaborates to construct a framework for analysis, taking an impartial and multidisciplinary approach to make certain all issues and viewpoints are rigorously considered and tested. After reviewing and finalizing our assessment of fairness, CFS will prepare a highly detailed presentation to the Board of Directors and issue a comprehensive report to the client.

While each transaction inevitably prompts variation, each fairness opinion issued by CFS will minimally contain:

1. An overview of the transaction, concerning the deal structure, merits of the transaction, and the chronology of events preceding the transaction

2. A discussion of factors considered by CFS when reaching the conclusion regarding the question of fairness

3. A detailed outline of alternatives to the proposed transaction considered by the fiduciaries, including their terms

4. An itemization of materials reviewed by CFS in forming our opinion of the transaction and its implications

5. CFS’s impartial review and expert opinion of the transaction at hand, including an assessment of fairness, from a financial point of view, a determination of whether the considered action is in the best interest of the client and a recommendation of whether the proposed action should or should not be taken

The fairness opinion provides our client with an accurate, unbiased, decision-making tool, documenting the comprehensive consideration of the transaction at hand, and supporting the exercise of fiduciary duties. As a result, fiduciaries are better prepared and able to make the decisions that best serve the interest of their business and its constituents and to communicate the rationale driving their contemplated action.

Fairness opinions

Home

About Us

Client Profile

Services

Fairness Opinions

Transactions

Professionals

Business Continuity