Providing Comprehensive Capital Formation Services to the Microcap Market

At BCP, we are looking for quality, high-growth microcap companies in order to establish a long-term financing relationship. While others have recently exited the microcap market, we continue to see great opportunity in focusing on capital raising in the microcap market.

BCP is ideally structured to provide its services to microcap companies throughout the entire capital formation process. Our principals and their associates in the Corporate Finance division are highly experienced in raising private and public debt and equity for the microcap market.

Our Approach to Building Shareholder Value

With the ultimate goal of providing maximum shareholder value, BCP takes a hands-on approach to capital formation. We have extensive meetings with management to fully understand the capital needs of the company, both short- and long-term. We then develop a comprehensive plan to raise the required capital. By concentrating on shareholder value, we seek the least costly, least dilutive form of capital.

In our capital formation planning, we first determine if the company can attract traditional debt financing; typically the least expensive, dilutive form of capital. If traditional debt is not an option, we will then explore other hybrid forms of debt (i.e. convertible, mezzanine, and participating debt).

If a debt instrument is not feasible for our client, we discuss several types of equity, preferred and common, which may be available. In many instances we are able to provide both debt and equity financing simultaneously. By providing both components, we are able to achieve the maximum amount of capital for the client at minimal dilution to existing shareholders.

One of the most positive and highly differentiating attributes of BCP is that its principals and core group of investors typically invest in the companies we represent. Whether acting as an agent or investor, our goals and that of management are aligned to provide maximum shareholder value.

Delivering Value for Our Clients

In every step of the capital formation process, we work to deliver upon our goal of providing maximum shareholder value. We view our role in the capital formation process as being three-fold. One, finding the necessary capital for our client. Two, negotiating the best terms for our client and its shareholders to minimize dilution and provide the necessary growth capital. And three, to maintain a long-term relationship and provide other value-added services, such as valuation and strategic business advisory services, or mergers and acquisitions advice. Other value-added services over the course of our relationship with a client may include introductions to strategic alliance partners, and new sales and marketing distribution channels identified by BCP through its vast number of business and individual relationships.

Capital Instruments Available to BCP Clients

Described below are the capital instruments utilized to raise money by BCP. Should you have any questions, regarding any of the various forms, please contact us for a more detailed discussion and how BCP may be of service to you.

EQUITY:

Common Stock: BCP works with individuals, institutions and, in certain circumstances, members of BCP, to place common stock for our clients.

Preferred Stock: Normally this equity instrument carries preferred rights over the common stockholders' rights. These rights typically are in the form of liquidation rights, dividend distributions, and claims to certain assets of the company.

DEBT:

Senior debt: This form of debt is usually an asset-based borrowing vehicle. An example would be a revolving line of credit secured by the accounts receivable and inventory of the borrower. Also, senior debt can take the form of leases and real estate mortgages.

Mezzanine/Participating debt: This form of debt usually has a second lien position behind a senior lender. It is normally based upon a lending formula based on cash flow. Companies that do not have a significant amount of hard assets to borrow against often use this debt vehicle, but typically have a history of cash flow.

Convertible debt: This debt vehicle is most often used in situations where the company is seeking equity capital, but due to certain circumstances, the lender is uncomfortable with the current balance sheet. The advantage to a company of convertible debt, is if the company performs, and stock value increases, the lender will convert the debt into common stock at a pre-determined, negotiated price. If the lender converts its debt, the company is relieved of the obligation to retire the debt, and can use the cash flow designated to this debt retirement for growth.

Bridge Financing: This type of debt financing is used in situations where the company requires additional capital to "bridge" it to a new source of capital. This new source of capital is typically a sale of the business or assets, or a new capital injection into the business. Bridge financing tends to be a more costly form of debt financing as the lender's repayment is conditioned upon a future event outside the normal course of business.

Please contact any of the following individuals for further information: