Providing Independent, Unbiased Advice & Bespoke Solutions
to Management Teams Seeking to Execute Complex Transactions &
Maximize Shareholder Value
Panthera Advisers provides corporate clients with the independent, unbiased, and objective advice and skills necessary to successfully execute complex corporate finance matters. Simply put, our focus is on maximizing shareholder value. But due to the complexity of certain corporate finance transactions, the simplicity ends there. To efficiently execute such transactions, many years of experience is required. As this domain knowledge is often absent from corporate management teams, issuers frequently rely upon advice from investment bankers. Although bankers are highly skilled in these matters, to independently process and analyze their advice and explore all attractive options while minimizing distraction and ensuring deal success, an inherently neutral third party perspective is warranted. By combining our broad background in corporate finance with our deep buy side perspective as investment managers (focused on convertibles), Panthera fills this void. We provide both the objective, highly focused expertise required to select the optimal choice from myriad complex finance options and the project management skills to navigate the process and execute the transaction.
Advisory Services
Capital Structure Optimization
Convertibles & Call Spreads
Straight Debt (High Yield, Term Loans)
Debt Restructurings & Exchanges
Investor Relations
M&A
Client Case Study
The Problem With Not Receiving Independent Advice
Successfully evaluating and executing corporate financings requires years of experience analyzing the economics and structures of the securities being issued and the market forces and counter party dynamics of those involved. As such, this level of domain knowledge is typically absent from most management teams (particularly smaller cap. issuers). With management focused on executing their “day jobs” (core business execution), major financing decisions are often largely based on the advice of investment bankers. While highly skilled in their trade, their advice presents certain potential conflicts of interest. These include being on opposing sides of the same trade (as in the case of a call spread), being predisposed to structures based on their capabilities rather than what is necessarily optimal for the issuer, or being dealers in the securities they’re underwriting and therefore having brokerage clients whose interests are counter to those of the issuers.
The Panthera Solution
Panthera simplifies the complex, objectively identifies the optimal capital structure and appropriate financing vehicles to achieve it, manages conflicts, minimizes management distractions, and enables our clients to shine in front of their boards and investors as we execute transactions designed to maximize long-term shareholder returns. With our broad background in corporate finance and our informed buy side perspective, we essentially act as senseis to management, instructing on the art of maximizing equity value while allowing management to focus on their core business priorities. We do not replace investment bankers; instead, we instead work with them as a liaison to the client to ensure the optimal outcome. We assist in both the thought generation of the ideal capital structure and provide analytical review of investment banking proposals. We manage conflicts and the overall process, enabling management to focus on their core operating responsibilities. All the while, management can be assured Panthera’s interests are directly aligned with their own.
Our Services
Our services are focused on convertible bond issuance (including transaction structuring, syndicate dynamics/underwriter fee negotiations, call spread structuring and negotiations, deal day execution, and debt/equity bifurcation accounting). We further provide investor relations messaging support and mergers and acquisitions expertise.
The Process
On a typical financing, we provide our initial insights into how to optimize the capital structure to maximize shareholder returns through the best possible financing structure regardless of which banking partner to choose. We then work with management to identify the optimal underwriting team to execute such a transaction while maximizing the return on their syndicate fees. To assemble the team, we focus on the combination of advice, execution, banking, research as well as potentially customer opportunities (for the issuer from the banks). We also analyze large amounts of fee data to identify what economic splits are within precedent and negotiate accordingly, such that management can be assured it is optimizing its use of fee dollars. After management has selected its syndicate, we then work together with the investment bankers, legal counsel, and auditors to oversee and manage third party service providers to ensure an efficient process. We then act in shareholder’s best interest to deploy the appropriate financing structure without leaving value “on the table” that accrues unnecessarily to conflicted outsiders. Finally, we provide support for accounting staff to meet its reporting requirements after the deal has closed.
The Panthera Difference
Issuers seeking to optimize cost of capital are well served to seek independent advice and there are various strong options. But Panthera provides the following primary differentiators:
- Buy-side perspective improves our ability to achieve best terms. Panthera combines an investment management practice with corporate advisory. Our buy-side perspective lends differentiated expertise in understanding what satisifies investors. We’re investing in the capital markets every day – we know what clears them. This results in structuring offerings with optimal terms rather than pulled deals or unfair deals. As a result, our advice results in successful transactions, not embarrassing pricing calls.
- Lowest cost – Achieving a low cost of capital includes both selecting the optimal structure and minizing leakage. By running a targeted convertibles-focused operation with minimal overhead, we are able to maintain an attractive fee structure to issuers seeking to minimize cash leakage while receiving only the most senior-level attention and advice.
- Corporate finance background – With many years of internally managing corporate finance, we have deeply analyzed various structures and are capable of identifying optimal corporate finance structures.
- Broad skill set ensures consistent coverage – While focused on convertibles, our broad background across the capital structure and long history of M&A experience enables us to provide a consistent perspective across transactions.
- Industry expertise & IR perspective – Our focus on TMT and consumer sectors enables our clients to be assured we are in tune with the trends effecting their industry. Meanwhile, with our IR background (gleaned from years of experience both analyzing securities as an investor and positioning messages from the issuer perspective), issuers are able to know whatever we are recommending, we are prepared to defend it at a high level of scrutiny and will similarly prepare our clients to do so.
- Productive but neutral investment banking relationships – Our loyalty is first and foremost to our clients, not any investment banking relationships we had from former employers. But our presence on the investment management side provides us broad productive connections across the various banks, enabling productive, long-term relationships in a non-adversarial fashion, which results in a win-win dynamic for all involved parties.
The Synergies of Advisory & Investment Management
Panthera Advisers is a separate entity from Panthera Capital, LLC but with common management. We believe our investment management focus at Panthera Capital, LLC benefits our corporate clients by informing them with the investor point of view necessary to identify transaction value – by investing in the same asset class we are advising upon, we are able to identify market clearing terms without leaving value on the table.
Reciprocally, we believe our Panthera Capital investment management clients receive a tremendous benefit from the convertible market access we receive from our broker-dealers relationships. These broker-dealer relationships are developed through interaction on our advisory practice. As such, we believe we are able to receive market pricing and access typically only available to larger firms.
Please note, per internal policy, Panthera Capital does not make investments in the securities of active clients of Panthera Advisers.