The Bear Companies

Company Formation transactions are highly complex and include evaluating and recruiting management and directors; creating and implementing company policies, procedures and compensation plans; identifying equity and fixed income investors; negotiating equity ownership positions and participations, senior debt and lines of credit.

TBC created Kodiak Capital, an international multi-billion dollar commercial loan conduit. Kodiak Capital's primary business was the origination and finance of commercial loans issued by real estate and financial services oriented companies. TBC's principals created and implemented loan underwriting systems including corporate and legal due diligence procedures; loan approval procedures and loan funding and monitoring procedures.

TBC's principals completed two international equity offerings totaling $250 million and two international multi-tranche securitization transactions totaling $1.6 billion. In addition, TBC negotiated two $750 million warehouse lines with major Wall Street investment banks.

TBC structured 10 Notes to facilitate the sale of 3,000 loans with $1.7 billion in unpaid principal balance. In its capacity as Note Structuring Advisor, TBC recommended the optimal amount and type of debt the FDIC should offer to purchasers of loans offered by the FDIC through its Structured Transactions program.

TBC developed Note structures that provided a marketing advantage to the FDIC by providing attractive financing to potential bidders while avoiding the potential risk of future default.

TBC analyzed the subject loan portfolios, determined approximate marketable value for the collateral underlying the loan pools; reviewed loan payment history and collateral values to determine the amount of debt supportable by the pools; analyzed the cash flows to determine the optimal structure of the notes; applied various stress scenarios to the collateral pool to gauge the note's performance in response to those stresses; and proposed a cash flow waterfall.

TBC representatives and analysts conduct loan file review to determine the quality of the institutions' lending and loan administration processes and determine potential impairment in the subject loans.

In 2011, TBC Securities completed loan and corporate due diligence on a $700 million bank on behalf of a financial investor. The subject commercial loan portfolio included over 425 loans with unpaid principal balance of $266 million. TBC completed extensive file and financial review of 125 loans totaling $208 million or approximately 80% of the unpaid principal balance of the portfolio. The sample included the top lending relationships of the bank, all loans on the bank's watch list and a random sample of each of the bank's commercial loan categories.

In its analysis, TBC determined the appropriateness of the bank's loan administration and credit process; determined the level of credit impairment in the loan portfolio, recommended certain changes to the bank's loan ratings and determined the appropriateness of the bank's allowance for loan losses. TBC created a through loan due diligence summary report for the Financial Investor's investment committee. In addition, TBC recommended workout strategies for several of the large problem loans.

TBC was engaged by Pacific Capital Bancorp (PCBC), the holding company of a $7 billion California bank, to locate holders of its unsecured debt and negotiate a discounted payoff with them as part of a recapitalization of the bank. The debt at issue consisted of $188 million of Trust Preferred Securities (TruPS) and subordinated debt issued by PCBC and its bank subsidiary, much of which had been securitized into TruPS CDOs.

TBC successfully negotiated discounts with holders of $69 million of this debt. TBC also presented a persuasive case to the U.S. Treasury and other potential PCBC investors that no more of the debt could be renegotiated, that Treasury should nevertheless accept a discount on its TARP investment and that the investment by the lead investor should proceed. Due, in part, to TBCs success with these objectives, the overall PCBC recap was successful.

TBC's principals originated loans for, structured and sold over $5 billion of CMBS Securities (both large loan and conduit)

These CMBS transactions included the securitization of Rockefeller Center (then the largest U.S. Single-asset transaction), Cal West (then the largest industrial portfolio transaction) and several complex pooled-loan transactions.

TBC's principals underwrote the individual mortgages, meeting the rigorous demands of institutional investors, rating agencies and the underwriting bank. Underwriting activities included a full review of the historical and projected financials of each property; visits to the property and meetings with the property manager and tenants; and developing multiple cash-flow scenarios for the securitization.

Our principals were responsible for portfolios including over 500 individual loans and assets acquired through the failure of regulated financial institutions (FSLIC/FDIC) and a portfolio of income producing multi–family assets assigned to an asset manager due to under/non performance (Freddie Mac)

Developed asset management plans which included an analysis of the loan and its performance, as well as its predicted performance based upon an analysis of the borrowing entities cash flows, underlying collateral value, management capability, market conditions, and legal issues.

In the case of performing assets, coordinated with loan servicing and the borrowing entity to insure compliance with all loan requirement and covenants. Also, monitored escrow requirements and funding for compliance. In the case of borrowing relationships requiring ongoing or staged funding, monitored and administered funding against completion benchmarks.

Where necessary, initiated discussions with the borrower regarding non compliance with loan terms and or default under the loan agreement. Utilized cash flow, valuation, market and legal information to identify potential restructuring or workout solutions that would provide a resolution or recovery in excess of that obtainable via legal or foreclosure resolution. Managed bankruptcy process when necessary.

When necessary initiated legal action against the borrowing entity and or its collateral due to material default. Managed the legal process and interaction with legal counsel and the borrower. Made appropriate determinations as to the necessity of receivers, trustees, and/or local management. When employed, monitored and managed the activities of these professionals. Continuously utilized legal, market and valuation data to determine maximum recovery.

When disposition was determined to provide the optimal recovery, lead the marketing effort of either or both of the loan and underlying collateral. Prepared marketing plan to include process, anticipated proceeds, timing, and associated costs.