San Diego, CA based Magma engineered and manufactured systems that extended computer workstations and server capabilities. These expansion systems were used in high technology industries, including aerospace, defense, big data, simulation, oil and gas, finance and life sciences. Miller was engaged to provide strategic consulting advice to assist with MAGMA’s tactical business planning and international expansion objectives.
Miller performed its due diligence, analyzing all aspects of MAGMA’s business and financial related items. The company’s line of credit with a new bank along with a senior secured credit facility with better terms and interest rate were restructured. From there, Miller developed growth strategies, performance improvement plans, performed succession planning, and corporate restructuring guidelines, which ultimately culminated in the merger of MAGMA with one of the top companies in the industry, One Stop Systems, Inc., a market leader in the latest technology expansion products for high performance computing applications.
For the Chairman and CEO of MAGMA, Miller was able to negotiate his appointment as Vice-Chairman to the OSS Board of Directors as well as becoming a major stockholder. Also, employment contracts were executed for MAGMA’s President-Magma Business Group and Vice-President-Engineering with OSS. Miller Investments, Inc., an affiliate entity of The Miller Group, participated in One Stop Systems’ IPO as an investor which began trading on the NASDAQ Capital Market on February 1, 2018.
In 1996, Capital Title Group, Inc. (Capital Title) was a private company generating approximately $2.5 million in annual revenue by offering title agency services to the real estate industry. In order to increase the value and long-term viability of their company, the founders of Capital Title recognized growth and diversification into new markets and implementation of new strategies to attract and retain key employees were essential. In addition, Capital Title would require growth capital. They contacted Miller Capital Corporation (MILLER) to provide strategic guidance and direction related to the growth capital required to achieve their goals.
After thorough analysis and understanding of the business, industry and personal goals of the founders, MILLER formulated a long-term strategic and financial strategy for Capital Title. Capital Title’s size, historical profitability and industry participation eliminated a number of capital market alternatives. However, given a very strong management team and understanding that employees were key to Capital Title’s growth, MILLER provided strategic guidance that enabled the Company to efficiently raise growth capital and retain key employees.
MILLER was a venture capital investor in Capital Title, structured a public vehicle and guided the Company through three early-stage rounds of private equity financings. In its ongoing role as an advisor to Capital Title, MILLER provided assistance in the completion of a private placement and a $47.3 million secondary offering closed in 2005. Throughout MILLER’s engagement by Capital Title, MILLER assisted in analyzing and conducting due diligence assignments for the numerous acquisitions completed by the Company. Capital Title grew to be a market leader in the title industry with $380.2 million in annual revenue for 2005. The Company was listed on NASDAQ Global Select Market under the symbol CTGI. As a result of MILLER’s strategic and financial guidance, Capital Title was able to significantly increase the value of the Company for its shareholders and the founders of Capital Title.
In September 2006, Capital Title was acquired by LandAmerica Financial Group, Inc. (NYSE: LFG) for a transaction value of approximately $266 million including debt. MILLER affiliate Miller Capital Markets, LLC, a FINRA member firm, represented Capital Title in the transaction that was completed at an industry premium beneficial to all shareholders.
The founders of America West Airlines, Inc. (AWA) approached MILLER’s principal at a time when there were twelve employees, no Federal Aviation Administration (FAA) certification to operate an airline and no airplanes…all the fledgling Company had was a dream and a business plan but no cash. MILLER’s principal, believing in management and their business plan for a new start-up, low-cost airline, invested in the Company by providing the financial support necessary to implement the next step in the business plan. MILLER’s principal also agreed to assist the Company in structuring an initial public offering (IPO) and to serve as a member of the Board of Directors. MILLER was engaged and a successful IPO was completed for $18.7 million. Nine months later the newly formed airline completed its inaugural flight.
After serving the shareholders for four years, MILLER’s principal departed his position as a Board member to accept an invitation to serve as Chairman of the Board and CEO of a regional public airline. AWA, listed on the New York Stock Exchange, grew to be the eighth largest airline in the United States. Under the control of AWA management, the Company operates as US Airways following a merger of the two companies.
On December 9, 2013, in a $17 billion deal, US Airways and American Airlines jointly announced their merger together to form the world’s largest airline. The new airline will operates as American Airlines and will be directed by the former AWA and US Airways CEO.
Founded in the early 1900s, Bowlin Travel Centers, Inc. (Bowlin) was a private family-owned and operated company when introduced to Miller Capital Corporation in 1996. The Company had two operating divisions, 18 travel centers along major interstate highways in New Mexico and Arizona and a billboard division in a multi-state area.
The owners of Bowlin had three primary goals: growth, removal of personal debt guarantees and liquidity. Bowlin engaged MILLER as its exclusive financial advisor to develop a comprehensive strategy that would address their goals.
Understanding the Bowlin family’s desire for liquidity, but wanting to maintain control of the business, MILLER recommended changing the Company name to Bowlin Outdoor Advertising & Travel Centers, Inc. and orchestrated a successful IPO for Bowlin that accomplished their objectives and provided growth capital. Next MILLER was able to leverage the new public equity by structuring, negotiating and securing a new $30 million dollar credit facility, with no personal guarantees. With substantial growth capital in place and realizing arbitrage opportunities in the outdoor advertising market, Bowlin was able to complete 12 acquisitions, which established the Company as the largest billboard owner in New Mexico.
Recognizing favorable market conditions, MILLER conducted a discreet interview process for the outdoor advertising division, which resulted in transaction proposals from several qualified parties. After analyzing the terms of these proposals and conducting an organized process, MILLER assisted in the negotiations for the sale of Bowlin’s outdoor advertising division to a major strategic acquirer for $48.8 million, a price of more than 12 times trailing EBITDA.
With the sale of the outdoor advertising division, the travel center division was spun-off into a new public company possessing $26.8 million in annual revenue. These series of transactions provided a substantial return on investment and significant shareholder liquidity.
Subsequently, MILLER rendered a fairness opinion to Bowlin’s Board of Directors relating to an unsolicited tender offer, which was undervalued. Today MILLER continues in its capacity as exclusive advisor to Bowlin.
Altogether, MILLER’s efforts substantially decreased the Bowlin family’s liabilities and significantly increased their net worth and liquidity. In addition, the Bowlin family still enjoys control of the original family business, Bowlin Travel Centers.
Sunrise Educational Services, Inc. (Sunrise) was a publicly traded operator of preschools and charter schools when it engaged Miller Capital Corporation as its exclusive financial advisor and management consultant to assist in developing a strategic and financial plan that best suited their growth objective to capture a larger market share through organic growth and acquisitions.
MILLER first developed an investor relations strategy that increased investor awareness of Sunrise resulting in a significant increase in the Company’s value. MILLER then arranged a public equity transaction that provided Sunrise with the necessary capital to reduce existing debt and provide for expansion and potential acquisition opportunities.
As Sunrise expanded its operations and market share increased, the Company itself became a candidate for acquisition by larger strategic acquirers and was eventually approached by a larger operator seeking to acquire the Company. Sunrise utilized MILLER’s expertise to assist in structuring, negotiating and closing the transaction with the larger operator that offered a combination of stock and cash to complete the transaction.
MILLER’s ability to efficiently secure growth capital and provide valuable merger-acquisition advisory services assisted the Sunrise management team in achieving their goals that combined to increase shareholder value.