Patrick Ripley
Senior Vice President
Loop Capital Financial Consulting Services
Background
Patrick Ripley is a Senior Vice President in Loop Capital’s Financial Consulting Services business (LCFCS). He has over 12 years of experience advising businesses, investment firms and legal teams on financial and valuation matters. His efforts have supported transactions, litigation and forensics, restructuring, regulatory and strategic planning.
Prior to joining Loop Capital, Mr. Ripley was a Director at Capstone Advisory Group, where he specialized in providing fairness and solvency opinions. The opinions were in support of transactions relating to divestitures, leveraged recapitalizations, sale-leasebacks, tender offers, related-parties, and expert witness reports. Before Capstone, Mr. Ripley spent eight years at KPMG, most recently as a Senior Manager, where he specialized in providing financial reporting, tax and strategic planning valuations for closely-held and publicly traded domestic and international businesses. He has significant experience leading teams in valuing businesses, business interests, financial instruments, intangible assets and liabilities. Mr. Ripley was a member of the internal corporate development team that reviewed acquisition targets to expand KPMG’s platform. Patrick began his career in Ernst & Young’s Dispute Advisory practice, where he concentrated on quantifying economic damages and lost profits related to corporate fraud.
Mr. Ripley has lived overseas working directly for member firm offices in Hong Kong (KPMG) and Berlin (E&Y), and has served as a member and treasurer on boards of directors for non-profit organizations in Chicago.
Professional Experience
Mr. Ripley has extensive financial and valuation related experience. Areas of specialty include:
? Fairness and Solvency opinions to support Boards of Directors, special committees and company management.
? Financial reporting related to purchase price allocations and impairment testing, including extensive auditor and regulatory interaction. Led allocation projects exceeding $100 billion (e.g. GM Fresh Start Accounting, Mars/Wrigley, Rock-Tenn/Smurfit-Stone) in aggregate enterprise value.
? Expert reports in the context of D&O lawsuits, fraudulent conveyances, shareholder disputes, post-acquisition purchase price disputes, and IP infringement.
? Tax planning and compliance valuations in support of corporate restructurings, acquisitions, divestitures and estate/gift transactions.
? Investment company portfolio valuations for mark-to-market and strategic planning requirements.
? Strategic planning and transaction pricing/negotiation support to facilitate mergers, divestitures and acquisitions.
? Experience collaborating with international teams to perform valuations in Australia, China, Korea, Sweden, Germany, United Kingdom, Spain, France, Canada, Mexico, Brazil, Colombia, Chile, Argentina.
Selected Fairness and Solvency Opinions ? Reasonably Equivalent Value and Solvency opinions to the Board of Directors of a publicly traded grocery store conglomerate related to the divestiture of a $3.3 billion collection of retail grocery store chains
? Solvency opinion to the Board of Managers and Managing Member of a women’s retail clothing company in connection with a $45 million dividend recapitalization
? Fairness opinion to the Board of Directors of a specialty retail clothing manufacturer and store chain operator in Europe related to license and distribution agreements between two affiliated parties
? Fairness opinion to the Board of Directors of an outdoor apparel and travel accessories company related to the proceeds of $27 million received in connection with the sale of the entity
? Solvency opinions to the Board of Managers and Board of Directors of two commonly owned fast-casual restaurant chains in connection with a $10 million dividend recapitalization
? Solvency opinion to the Board of Directors of a publicly traded aerospace and defense manufacturer of rockets related to a tender offer of its common outstanding shares valued at approximately $63 million
? Expert report including solvency opinions to the Trustee of a bankrupt estate related to a Directors & Officers lawsuit alleging several fraudulent conveyances that led to the ultimate bankruptcy of a publicly traded thrift and mortgage finance company with over $30 billion in assets
Selected Financial Reporting and Tax Planning valuations
? Valuation of all assets and liabilities located in over 40 countries to create the balance sheet for the largest industrial bankruptcy in U.S. history at $60 billion in enterprise value. Valuation phases included debt-exchange offer, pre-packaged bankruptcy and Fresh Start accounting for emergence. Included over fifteen separate tax valuation reports of foreign legal entities that were deemed taxable transactions as part of the 363 sale
? Valuation of multiple reporting units and intangible assets of a $5 billion acquisition of a paper and corrugated container company to support an S-4 filling and ASC 805 requirements. Included assistance in responding to SEC inquiries
? Valuation of international and domestic legal entities in excess of $8 billion to assess built-in gains and related tax issues concerning a C-corp to S-corp conversion of a private, multi-national multi-level marking company
? Tax and financial reporting valuations of legal entities, reporting units and intangible assets of an international steel producer and pipe manufacturer with an aggregate value of $9 billion. Included nine separate categories of intangible assets
? Purchase price allocation of a $75 million research and development company in the agriculture industry
? Valuation of identifiable intangible assets of a $100 million casino gaming company for financial reporting purposes
? Valuation of over 50 legal entities, 6 reporting units, and many classes of tangible and intangible assets of a $23 billion confectionery company with operations and sales in over 180 countries worldwide for tax and financial reporting purposes
? Purchase price allocation of a European based telecom expense management company for financial reporting purposes
Selected Litigation Support
? Litigation assistance to support the executive remuneration paid in relation to personal guarantees of credit cards, commercial lease obligations, loans and deferred compensation of the founder of an online retailer of children’s clothing and accessories
? Expert report to determine the value of a significant marital interest in an automotive manufacturing and distribution company worth $900 million for divorce arbitration proceedings
? Litigation support for a stakeholder of a full-scale department store chain with over 185 locations that filed for Chapter 7 bankruptcy. Assistance included review and analysis of third-party expert reports, solvency opinions, valuations, audit workpapers and other documents to provide insight and support of certain historical transactions
? Valuation of a $50 million restaurant chain to establish a minority interest valuation of a dissenting shareholder
? Expert report to quantify the lost profits and economic damages associated from a trademark and copyright infringement in the Do-it-Yourself home improvement industry
? Several business interest valuations for divorce proceedings including calculations of personal goodwill
Selected Strategic Advisory and Other Experience
? Pricing analysis of a medical diagnostic test equipment company to assist in negotiations and establish a fair price for a minority investment in the company
? Offering price analysis for a related party merger of two companies in the electronic trading and software industry. Valuation used as the basis for the transaction price and stock-based payouts
? Asking price analysis and negotiation assistance for the sale of a program management consulting company in the construction industry
? Asking price analysis of a supply chain investment in an express shipping cost reduction technology company to provide an independent basis for negotiation
? Mark-to-market valuation of an asset management company to establish the strike price of stock-based compensation and meet financial reporting requirements
? Experience assisting publicly traded companies in responding to SEC inquiries related to fair value measurements
? Experience assisting public and private companies in defending valuation positions related to Internal Revenue Service scrutiny
? Reviewed hundreds of third-party valuation reports as a valuation specialist member of the audit team for both private and public companies