Investment Banking >>> Transaction Opinions Company Provider of a full range of physician and allied health professional staffing and management services to hospitals Background Due to the changing dynamics of the healthcare industry, the company experienced substantial operating losses in recent years as government reimbursement programs and private insurance programs sought to contain and reduce medical costs. Day-to-day operations, as well as certain acquisitions, were funded with debt capital, resulting in significant fixed obligations in an environment characterized by significant profitability pressures. Issues Although the company's stock was publicly traded on the OTC Bulletin Board System, the stock was thinly traded, lacked institutional sponsorship and lacked coverage by institutional research analysts.   Given the company's current size, lack of profitability and uncertain future prospects, the company realized all of the costs of being a public company (i.e., public disclosures, reporting requirements, etc.) without any of the benefits (i.e., access to capital markets, institutional sponsorship, etc.).   The purchaser in the transaction was the company's chairman and CEO, as well as the company's majority shareholder.   Other alternatives explored but ultimately deemed unfeasible included a complete or partial sale of the business to a third party, the spin-off of a portion of the business into a separate public company, recapitalizing the company and liquidating the company. D&P's Role Served as financial advisor to the Special Committee of the Board of Directors of the company   Assisted the Special Committee in evaluating and negotiating the terms of the merger transaction   Rendered an opinion concerning the fairness, from a financial point of view, of the consideration to be received by the stockholders in the merger transaction. Results The Special Committee determined that the terms of the merger were fair to the stockholders and recommended that the Board of Directors accept the offer.   The Board of Directors unanimously approved the merger, concluded that the consideration to be received by stockholders was fair and recommended that the merger be submitted to the company's stockholders for approval.   The transaction also received stockholder approval.