Solvency Opinions

Lenders, stockholders and other constituencies frequently seek solvency opinions as a key part of considering whether to enter into a leveraged transaction. In the event that such a transaction subsequently encountered financial problems, the transaction could be "unwound" on the basis that it constituted a fraudulent conveyance.

Gordian Group has been engaged in a substantial number of financial restructurings involving billions of dollars. This experience has provided Gordian Group's professionals with the judgment to assess the financial soundness of a leveraged transaction. In assessing solvency, Gordian Group considers the following factors:

• Value of the component businesses in the public, private or merger markets as compared to the level of indebtedness

• Likelihood of the company to meet its projections

• Ability of the company to maintain liquidity over time should adverse events affect its business plan

• Strength of the company's capital structure in terms of availability, collateral required, maturities, covenants and other factors

• Ability of the company to obtain additional financing or to sell assets

Gordian Group's solvency opinions are buttressed with sophisticated analytical work product regarding the company's operating plans, certain financial and operating assumptions and comparison with other companies and transactions.