Turnaround and Performance Improvement Advisors


Wachovia Capital FinancialRe: Scotty Acquisition Corp. et.a!. Cases

To whom it may concern:

Renaissance Partners L.C. was employed by the Debtors in their Chapter 11 cases as financial and restructuring advisor in September 2004. To the best of our knowledge, based on discussions with the debtor, during the duration of the case Renaissance provided services requested by the debtor, Wachovia Capital Finance (then Congress Financial Corp.) and the unsecured creditor’s committee in a professional manner. The services provided included, but were not limited to, the following:

1. Operational and financial review and analysis of historical performance.
2. Financial and Business Plan preparation under various scenarios of going-forward stores after first determining the historical and projected 4-wall profitability of each location (stores, outlet centers and sub-let properties).
3. Expense review and analysis,
4. Inventory analysis to determine optimum going-forward inventory based on the various store count scenarios analyzed.
5. Projected trade support required on going-forward business
6. Review worker’s compensation claims.
7. Prepared liquidation analysis and comparisons with go-forward operating scenarios.
8. Prepared detailed cash flow models / budgets on a monthly basis and on a weekly basis consistent with the financial models utilized for the debtor and Wachovia Capital Finance.

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The Walking Co.Dear Tom:

As you are aware, The Walking Company is finalizing the successful emergence from its Chapter 11 bankruptcy. We have accomplished each of our objectives, including the development and funding of a plan of reorganization. All of this within merely eight months.

Tom, I believe that much of the success of our filing and our timely emergence is attributable to the work conducted by you and your firm. With professionalism and integrity you and your staff quickly established a recommended plan of action that included the closing of 29 unprofitable and marginally profitable stores and the restructuring of corporate overhead. Additionally, you played a critical role in the acquisition of DIP financing and the auction of inventory in our closing stores.

You and your staff worked tirelessly within very limited time frames and provided recommendations and financial projections that were "right on the money" . Your expertise was invaluable and your recommendations laid the groundwork for our successful emergence from bankruptcy.

Tom, thank you for the exceptional job. I wish you much future success.


Richard R. Hettlinger

Chief Financial Officer

Mars MusicDear Tom,

On behalf of all the different stakeholders in Mars, Inc. I would like to thank you and your firm for your hard work, dedication,and guidance over the past year. The professionalism and work ethic of you and your firm are of the highest level that I have experienced in my 25+ years of retailing.

Your firm’s ability to work through difficult situations, guide us when we were in uncharted areas and maximize returns are the factors that place you and your firm heads above other firms.

I hope that in the future we will find ourselves working again to maximize value for all concerned.

Raymond J. Miller

Acting Chief Executive Officer

Executive Vice President, COO/CFO

Retail ConceptsDear Tom:

I wanted to take a minute and write a note to say thank you for "a job well done." In looking back at our financial situation as it was several months ago, I can now fully appreciate and understand the expertise and sound advice that you gave to our company at a time most needed. I shudder to think of the additional loss of capital that might have occurred had we not listened to (or not been advised of) the things that you were recommending or pointing out, particularly the need for significant cost reductions and increase in inventory turn. We saved millions of dollars (annualized) by implementing those suggestions.

In my experience, I have yet to interact with an individual or a firm who can come into a situation, and so quickly make observations that are right on point. You asked a lot of questions, gathered a lot of data in a relatively short amount of time and made recommendations based on good, sound information. I appreciate the way that you and other members of your firm "rolled up their sleeves" and cranked out the numbers. We were able to see ”the big picture" based on the financial models that you ran. The interaction that Dena had with our buyers proved extremely beneficial as well.

While we still have obstacles ahead of us, we are in a much better position to overcome those obstacles as a result of the actions that were taken.

A quick update for you…we are hitting our sales numbers, expenses are below budget and inventory levels are significantly down! One area that we discussed that we still have work to do is store payroll.

Again, thank you for doing a great job. Keep up the good work!

Very truly yours,
Frank Stanley
Chief Operating Officer

Elder-BeermanThis letter briefly describes our experiences over the past three years with Renaissance Partners ("Renpar"). We have worked with Renpar on three major projects during this time and found Renpar to be a key component in the successful, timely and cost effective completion of each project. Renpar has worked with Elder-Beerman on the following major consulting engagements:

(1) Design and implementation of a planner/allocator merchandise system (1998-99);
(2) Formulation and implementation of a new strategic business plan (2000-01); and
(3) Development of an in-depth analysis of various alternatives for new concept store growth (2001).

In each engagement, Renpar demonstrated a number of qualities I find essential in an outside consultant:

Strategic Thinking: Renpar will not work a project in a vacuum. Renpar takes the time to understand your business and bring a broad-based strategic approach to each project. Several times during our engagement, Renpar’s ability to see the whole picture led to positive changes in the dimensions of our work.

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Genovese Lichtman Joblove & Batista, P.A.Dear Sir/Madam:

I am writing this letter on behalf of Mr. Thomas Hicks and his company, Renaissance Partners. I assume that you are considering engaging Mr. Hicks and Renaissance Partners and I wanted to provide you with my observations, conclusions and highest recommendation in connection therewith.

I have had the distinct pleasure of working closely with Mr. Hicks and Renaissance Partners in a very complicated Chapter 11 bankruptcy that was pending in the United States Bankruptcy Court for the Southern District of Florida. The case was 2Connect Express,Inc., a public company which was a retail provider of cellular telephones and Internet services with several locations in South Florida. Mr. Hicks was initially engaged by the Company as a consultant prior to bankruptcy. Mr. Hicks quickly and correctly evaluated the Company, it’s finances and it’s alternatives. He was thorough, effective and efficient in his work. In this case, he identified the potential acquisition of the Company as one its more viable alternatives.

Thereafter, he located a potential purchaser for the Company and immediately began to negotiate a merger with the consent and approval of the Company’s board of directors. Mr. Hicks also recommended, and the Company’s board approved, the filing of a Chapter 11 bankruptcy as a business strategy to enable the Company to stabilize its operations and complete the negotiation and consummation of the proposed merger. Mr. Hicks correctly observed that the bankruptcy filing provided several significant benefits for the Company. Including certainty to the proposed merger candidate In regards to successor liability issues. Mr. Hicks also recommended the bankruptcy because It provided a vehicle to liquidate in an orderly manner certain of its non-performing stores and excess inventory.

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Nixon Peabody, LLCDear Mr. McNealy:

I have been requested to write to you regarding my business relationship with Tom Hicks. I bring the perspective of a lawyer who has been practicing for over thirty years, mostly in the commercial transactions, ‘bankruptcy, and creditors’ and debtors’ rights areas. I am a graduate of the Harvard Law School. I became acquainted with Tom when he was the newly appointed President of the Present Company, which operated a chain of about 31 discount catalogue stores. My firm had been requested by Ropes and Gray to represent Present Company, and to work with Mr. Hicks in connection with the restructuring of the business. Present Company was a similar operation to the Service Merchandise Company. The Present Company started in Rochester as a family business. It had gone public and then been taken private through a management buyout aided by Butler Capital Corp’s financing. Until Mr. Hicks was appointed, a family member has been in control of the Company at all times.

What Mr. Hicks found was a company in disarray, without a marketing strategy, without adequate financial controls, an inability to determine if a particular store was profitable, and a staff that had grown complacent. Tom’s task was to determine if there was a core company worth saving, and then to create a business plan to save it. He was hired by Butler Capital Corp., which had a substantial equity and debt position in the Present Company. Tom quickly formulated a strategy to save the company. As I recall, the company had almost a million and a half dollars in return merchandise that had not been returned to the manufacturers by the warehouse staff. There were a number of stores without adequate business to pay their lease and utilities, much less labor costs. Tom closed those stores immediately, and began negotiations with their landlords. There were a number of other stores which appeared to be marginally profitable. Tom reviewed their finances, business plans and future projections to determine if they should survive, weighed against the lease liability and costs of closing them. A number of those stores were closed, and a number of the others were retained, based upon his view of the new Present Company.

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