Services For Corporations

While other firms divide their teams depending on the type of client, at Okapi Partners the same group of senior advisors who work for investors, such as hedge funds and mutual funds, also work on behalf of corporate issuers in M&A deals, tender offers and annual meetings. This enables us to gain an informational edge when it comes to understanding the behaviors and motivations of different types of shareholders and grows our already-extensive network of relationships throughout the investor community. No matter what side we are on in a given campaign, our goal is to understand the dynamics of different shareholders, craft an effective communications playbook and ultimately persuade investors to make the correct voting decisions in a timely manner.

We begin each proxy solicitation assignment by initiating a comprehensive overview of the relevant investor base as well as reviewing the pertinent issues involved in each specific solicitation for our client. Understanding the landscape allows us to effectively plan and execute a strategy tailored to our client’s unique needs. This approach enables us to minimize the possibility of unwanted surprises while maximizing voting results. Our thorough process allows clients to achieve their desired result at annual and special meetings of shareholders, in routine and non-routine matters, and in contested elections or contests for corporate control.

These days annual meetings are more important than ever before. For our clients’ annual meeting preparation, we deliver unparalleled counsel on maximizing and forecasting shareholder support and response as well as dealing with proxy advisory firms. In recent years, increased shareholder activism has become a more common obstacle as annual meetings approach.

Our comprehensive research and analysis of our clients’ shareholder bases allow us to identify and target significant investors in order to achieve desirable results come voting time. In addition to providing expert guidance and analysis, we also facilitate proxy statement distribution, telephone and face-to-face solicitation, and vote tabulation. Our thoroughness, depth of experience, and repeated successes combined with our individual focus on each and every client are what separate us from other firms in the business.

An in-depth understanding of the various constituents that comprise your shareholder base is critical to a successful solicitation in a contested situation. Understanding the different concerns of your holders – including traditional institutional investors like mutual funds and pension funds, hedge funds, arbitrage firms and retail investors – is essential when executing any communications and solicitation campaign. We work with our clients as well as their legal, financial, public relations and investment banking advisors to craft and implement a strategy designed to maximize results.

We share your goal of winning a proxy fight. We provide input on document drafting as well as advice regarding communication with proxy voting advisory agencies such as ISS and Glass Lewis. We provide market intelligence and timely vote projections. We work with our client right through a shareholder meeting and make sure that “expressions” of support turn into actual votes.

In addition to providing service to corporations during their normal annual meeting cycle, we specialize in proxy solicitation campaigns for Mergers and Acquisitions. We also act as an information agent to acquiring parties launching a friendly or hostile tender offer or in defense of our corporate clients against a hostile bid. These extraordinary events require our in-depth analysis of current market conditions as well as specific knowledge about relevant investor profiles, which we provide to clients throughout the campaign.

Any corporate action, including an acquisition-related tender, an exchange offer, a self-tender or Dutch auction, a rights offering, a spin-off or another shareholder election, requires proper planning and communication to ensure optimal results. Our management has worked on some of the most complicated transactions executed over the past decade. We draw upon our expansive experience to help clients plan effective campaigns. We work with clients every step of the way – from the initial campaign planning and drafting of documents, to the distribution of relevant materials to shareholders and the follow-up communication with them. Our call centers provide retail investors with a readily available resource to answer questions while ensuring that our client’s phone lines are not inundated with calls. We identify trading trends during the offer period and, in addition to reporting what is happening, we will project what is likely to happen at expiration.

With corporate and board accountability demanded by investors now more than ever, companies are looking for assistance in planning their Annual and Special meetings as well as our expertise to create successful Engagement programs.

Board structure and compensation-related proposals, including “say on pay” initiatives, are examples of the potential hot button issues that corporate issuers must navigate. We help clients understand the potential problems they may face and guide them through the minefield that is an ever-changing regulatory environment strewn with activist investors, institutional holders and proxy voting advisory agencies such as ISS and Glass Lewis. Through modeling and running various vote projection scenarios we assist corporate issuers in planning and executing strategy for successful solicitations for director elections, executive compensation plans and dealing with shareholder proposals.

Our management has extensive experience in the fixed income arena. We have advised clients on debt-related transactions as small as a single issue involving a few dozen holders to the largest debt restructurings in history. We work closely with issuers and their legal and financial advisors on all fixed income assignments, including restructurings, tenders, exchange offers and consent solicitations. We start by assisting our client in understanding who the holders are and then provide input relating to drafting documents, planning strategy, distributing documents and communicating with investors.

We work with corporations and their legal and financial advisors to assist in difficult to achieve solicitation campaigns as part of a restructuring plan. Utilizing our core competencies, we identify the actual holders in the various voting classes, craft and execute strategies to communicate with them and solicit votes from creditors. Whether it is primarily an institutional investor campaign or a large-scale retail or consumer-based project involving large amounts of phone calls coming into and made from our call centers, we work to ensure that the proper resources are utilized to optimize outcomes.