CaseMark Evaluating Strategic Alternatives
Structures a rigorous comparison of strategic paths — status quo, full sale, merger, spin-off/carve-out, and recapitalization — so boards and management teams can make informed capital allocation decisions with quantified trade-offs.
When To Use
- Board or special committee is formally evaluating whether to sell, merge, restructure, or stay the course
- Management is preparing a strategic alternatives presentation for the board or an activist response
- Financial advisor needs a framework to compare disparate transaction structures on common metrics
- Company faces a hostile bid, unsolicited offer, or shareholder pressure demanding a review of options
- Pre-process planning before launching a formal sale or dual-track process
Inputs To Gather
- Company financials: 3–5 years of historical income statement, balance sheet, and cash flow; current LTM figures; management projections (base, upside, downside)
- Capital structure: Outstanding debt (terms, covenants, change-of-control provisions), equity capitalization, convertible instruments, option pool
- Valuation anchors: Recent trading multiples, precedent transaction comps, analyst price targets, prior indication-of-interest (IOI) values if any
- Tax and structural data: Net operating losses, tax basis of assets, entity structure, jurisdictional considerations [VERIFY: confirm NOL utilization limits and Section 382 applicability]
- Stakeholder constraints: Board fiduciary mandates, shareholder agreements, golden parachute / change-of-control triggers, regulatory approval requirements [VERIFY: Hart-Scott-Rodino thresholds, industry-specific approvals such as FCC, state insurance, banking regulators]
- Strategic context: Competitive dynamics, customer/supplier concentration, IP or licensing dependencies, integration complexity factors
Workflow
Establish the status quo baseline
- Build a standalone DCF using management projections; sensitize on revenue growth, margin trajectory, and WACC
- Derive an implied share price range under status quo and compare to current trading price
- Identify key operating risks that threaten the standalone plan (market share loss, margin compression, capex needs)
Define each alternative scenario
- Full sale (100% acquisition): Model at a range of acquisition premiums (15–45% typical); estimate net proceeds to shareholders after fees, taxes, and debt payoff
- Merger / merger-of-equals: Estimate synergy value (cost and revenue), allocate synergy credit, model exchange ratio range, assess pro forma ownership dilution and EPS accretion/dilution
- Spin-off / carve-out: Identify separable business unit; estimate standalone EBITDA, stranded costs, and dis-synergies; model public-market re-rating of each entity post-separation
- Recapitalization: Model leveraged recap (special dividend or share buyback funded by new debt); stress-test against cash flow to ensure covenant compliance through cycle; calculate per-share value return versus go-forward equity value
Build the comparison matrix
- Align all scenarios on common metrics: implied value per share (range), time to value realization, execution risk (high/medium/low), tax leakage, regulatory complexity, and stakeholder impact
- Score execution risk by considering: number of required approvals, antitrust exposure, financing conditionality, integration difficulty, market-timing sensitivity
Run sensitivity and scenario analysis
- For each alternative, test bear / base / bull assumptions on the two or three variables with the most valuation impact
- Identify crossover points where one alternative becomes dominant (e.g., "sale is superior if offer exceeds $X; recap is superior if EBITDA stays above $Y")
Assess fiduciary and process considerations
- Flag whether a formal market check, go-shop, or fairness opinion is advisable [VERIFY: state corporate law requirements — Revlon duties, Unocal standard if applicable]
- Note any lock-up, break-fee, or matching-right implications
- Document conflicts of interest among management, directors, or significant shareholders
Synthesize recommendation
- Present a clear rank-ordering of alternatives with supporting rationale
- State the recommended path and the conditions under which the recommendation would change
- Outline a proposed timeline and next steps for the selected path
Output
The deliverable is a Strategic Alternatives Evaluation Report containing:
- Executive summary: One-page recommendation with the top two or three alternatives and the rationale for the preferred path
- Status quo valuation: DCF range, trading comps, key standalone risks
- Scenario detail pages: One section per alternative with valuation range, key assumptions, and execution risk assessment
- Comparison matrix: Side-by-side table of all alternatives across value, risk, timing, tax, and stakeholder dimensions
- Sensitivity tables: Tornado or data-table format showing how the ranking shifts under stress assumptions
- Process roadmap: Recommended next steps, indicative timeline, advisor roles, and board milestones
Quality Checks
- Every valuation range must tie back to clearly stated assumptions — no unexplained point estimates
- Confirm that the status quo baseline uses the same projection set as the transaction scenarios (apples-to-apples)
- Verify that tax treatment reflects actual entity structure, not simplified assumptions [VERIFY]
- Ensure change-of-control provisions in debt agreements and executive contracts are reflected in net proceeds calculations
- Check that synergy estimates in merger scenarios are sourced (management, advisor benchmarks, or precedent deals) and not assumed
- Confirm regulatory approval timelines are realistic based on the specific agencies involved [VERIFY]
- Flag any scenario where management has a conflicting economic incentive (e.g., higher payout under sale but job continuity under status quo)
- Validate that the comparison matrix uses consistent discount rates and terminal assumptions across all scenarios