Transaction Opinions

Corporate transactions often require independent financial opinions for boards, special committees, trustees, and other fiduciaries. Arch Canyon provides fairness opinions and solvency opinions grounded in rigorous analysis and clear documentation.

Fairness Opinions

Being independent and objective, Arch Canyon is suited to advise special committees, boards of directors, and shareholders regarding the fairness of corporate transactions from a financial point of view. We provide independent, well-supported, and detailed analyses that express an opinion as to whether a transaction is fair, from a financial point of view, to the specified constituency.

Fairness opinions are commonly considered in:

• Mergers and acquisitions
• Related-party or conflict transactions
• Recapitalizations and significant restructurings
• Transactions involving special committees
• Other circumstances where fiduciaries seek an independent financial view

A fairness opinion is not a recommendation to vote a particular way, a confirmation of legal fairness, or a guarantee of future results. It is a financial opinion based on the information available and the procedures described in the opinion letter.

Solvency Opinions

Solvency and capital adequacy analyses provide an independent assessment of a borrower’s ability to meet obligations as they come due and related balance-sheet and capital tests commonly considered in leveraged transactions. Our independent guidance helps boards of directors, special committees, trustees, and other fiduciaries evaluate how transaction-related debt may impact the borrower’s financial condition.

Solvency opinions are often requested in connection with:

• Leveraged buyouts and dividend recapitalizations
• Significant new indebtedness
• Transactions where fraudulent-transfer risk is a concern for fiduciaries and lenders
• Restructuring contexts requiring contemporaneous solvency analysis

What we do

• Fairness opinions for boards, special committees, and shareholders as specified
• Solvency opinions and related capital adequacy analyses
• Supporting valuation and financial analyses underlying the opinion
• Clear opinion letters and backup suitable for fiduciary files

Process / what to expect

1. Fiduciary scoping. We confirm the opinion type, subject transaction, opinion beneficiaries, and timing with counsel.
2. Diligence. We review transaction documents, financial information, projections, and other materials customary for the opinion.
3. Independent financial analysis. Valuation, credit, and scenario analyses are developed as appropriate to the opinion.
4. Committee or board presentation. We present findings and respond to fiduciary questions.
5. Opinion delivery. The formal opinion letter is issued upon completion of procedures and satisfaction of customary conditions.

Audience and use

Fairness and solvency opinions are written for fiduciaries who must document a process. The opinion letter, supporting analyses, and presentation materials should allow a board or special committee to understand the financial conclusions and the key sensitivities. We do not treat these engagements as marketing endorsements of a deal; independence and clarity come first.

Counsel typically manages privileged communications and committee process. We coordinate on diligence access, management meetings, and timing so the opinion can be delivered when the fiduciary decision is made.

Why Arch Canyon

Independence is the point of the exercise. Arch Canyon’s credentialed professionals prepare transaction opinions with the same emphasis on supportability that characterizes our tax and litigation work — so fiduciaries receive analysis they can rely upon and explain.

Our highly credentialed experts provide well reasoned, supportable, and defensible opinions.

Contact: 818.449.6300 | info@archcanyon.com | Agoura Hills, CA

Solvency and capital adequacy tests provide an independent assessment of a borrower’s ability to repay obligations as they come due.  Our independent guidance provides boards of directors, special committees, trustees, and other fiduciaries with guidance on how a transaction-related debt will impact the borrower’s financial condition.