Region: Philadelphia
Industry: Manufacturing
Service Line(s): Accounting Services
Helped meet target date for 144A filing; prepared SEC reporting and disclosures.
“We needed a consulting firm that could provide not only expertise in preparing a public offering document, but also a team of professionals that could help us meet the very aggressive filing deadlines that had been imposed on us. We requested proposals from several firms, but no other firm came close to the combined package of expertise and dedicated staff at a competitive price that AC Lordi presented to us. Once AC Lordi was hired, they immediately contributed to the project and worked hand-in-hand with our staff to meet the reporting deadlines. We were extremely satisfied with the services provided by AC Lordi.”
Ken Hornbaker, Former Controller
Company Background:
PQ is a leading producer of silicate, zeolite, and other performance materials serving the detergent, pulp and paper, chemical, petroleum, catalyst, water treatment, construction, and beverage markets.
Business Challenge:
In December 2004, PQ Corporation announced an agreement to be acquired by JP Morgan Partners. As a result, the Company elected to restructure its debt and sell restricted notes with a Section 144A offering. The PQ Financial Management team identified a need for expertise in financial accounting and SEC reporting. They also needed additional manpower as a result of the short timeline to complete this filing, an accelerated year-end close schedule, and the fact that the company has been privately-held since 1831.
AC Lordi Consulting Solution:
Our team worked closely with the Director of Finance, Assistant Controller and the Manager of Financial Reporting to perform the following:
- Guide the company through the disclosure requirements for the 144A document
- Update the Company’s prior quarter and previous year-end financials to conform with the requirements under Regulation S-X and S-K
- Develop the Management Discussion and Analysis of Financial Condition and Results of Operations
Develop a pro-forma model and corresponding pro-forma financial statements - Develop additional disclosure items for the 144A
- Provide a complete set of supporting documentation for all disclosures that was key in facilitating the external auditor’s review
- Provide additional manpower to keep up with an aggressive time schedule set forth by the underwriters
In addition, our staffing partner Peopleflex Accounting Professionals provided two contractors to the external auditors to assist them in completing their related audit work under the same aggressive time schedule.
Value Delivered:
Our experience with SEC reporting helped PQ Corporation ensure it met its target date for filing the 144A document while staying on schedule with its year-end close. Upon completion of the filing, one consultant remained at PQ Corporation full-time to assist with footnote and audit schedule preparation for the current year. PQ Corporation also plans to retain AC Lordi to assist with other 1933 and 1934 Act filings with the SEC in the upcoming months.