Fairness Opinions for Special
Situations
Bank Failures. Global inflation. Rising interest rates. Geopolitical turmoil. These headwinds can strain
liquidity and expose over-leveraged capital structures.
When liquidity is tight or a retooling of the capital structure is required, companies may undertake
transactions with related parties or enter into transactions that dilute existing equity holders. In thosescenarios, it is critically important to get an independent financial opinion. Stay ahead with Kroll.

If your company or client needs
liquidity, they have several
options:
Sell an AssetSell a component of the businessor bring the entire company tomarket for sale

Duff & Phelps Opinions offers independent
expertise and Fairness Opinions related to: Carve-outs
 Asset Sales* M&A (Buyside / Sellside)*Asset Sales may need a Reasonably Equivalent Valuation

Raise Equity

Capital raise to infuse additional
cash into the business in order tomaintain operations

Restructure Debt

Refinancing in order to preserve
capital or add borrowing capacity
under existing credit agreements Down-round Financing
 Related-party transactions
 Rescue financing

 Related-party loans Debt for equity exchanges
 Debt for debt exchanges
 Compliance with credit agreement

Our leading Fairness Opinion experience includes:
Opinions related toAsset Sales

Fairness Opinion

Sage Natural Resources, LLC, aportfolio company of Edge Natural
Resources LLC, has acquired certain
assets from Titan Energy LLC

Financial advisor to the board ofdirectors of Frontier
Communications Corporation

Financial advisor to Sage NaturalResources, LLC

Fairness Opinion

Fairness Opinion

Liquidnet Holdings, Inc. has issued
new senior non-convertible
preferred equity securities withdetached warrants to the company's
founder / majority shareholder

OneSpaWorld Holdings Limited(NasdaqCM:OSW) has issued newcommon shares and warrants toSteiner Leisure Limited

Financial advisor to the boardof directors of Liquidnet
Holdings, Inc.

Financial advisor to the board ofdirectors of OneSpaWorld
Holdings Limited

Fairness Analysis

Fairness Opinion

Xtant Medical Holdings, Inc. hascompleted a debt for equity
exchange as part of a restructuringtransaction

Claire's Stores, Inc., a portfolio
company of Apollo Global
Management, LLC, has initiated an
exchange offer for certain of its
debt securities

Financial advisor to board of directorsof Xtant Medical Holdings, Inc.

Financial advisor to the board ofdirectors of Claire's Stores, Inc.

Opinions related toEquity Raising

Opinions related toDebt
Restructuring

Reasonably Equivalent
Valuation Opinion

Frontier Communications
Corporation (NasdaqGS:FTR)
has sold certain assets in Idaho,Montana, Oregon andWashington to WaveDivision
Capital, LLC and Searchlight
Capital Partners, LLC

Stay Ahead of Complex Demands
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