Financing and Company Acquisition Support

SCS Engineers has a long history of providing services to industry and financial communities. We are more than just another service provider – we are a partner in the process, supporting our clients’ business efforts and success. Our goal is to help finalize transactions in the most expeditious and cost-efficient manner, while providing superior service to help our clients make informed decisions.

Under Federal and certain state laws, sellers and purchasers of real estate, and their lenders, have been held liable for cleaning up contaminated sites, even though they may not have been aware of existing contamination issues.

Environmental Site Assessments (ESAs) are usually conducted prior to the sale or transfer of real property in order to identify environmental liabilities and risks and to protect the parties involved. A critical step is hiring an environmental consultant with the appropriate experience, reach, and technical know-how to support these kinds of transactions.

In addition to ESAs, SCS provides the following due diligence services to commercial lenders and industry:

  • Environmental Compliance Audits
  • Facility Condition Assessments, Decommissioning Services, and Preparation for Reuse
  • Building Inspections for Hazardous Materials (Lead Paint, PCB, Asbestos, Mold)
  • Environmental Permitting and Planning
  • Regulatory Compliance and Negotiation Support
  • Risk Assessments
  • Voluntary Remediation and Brownfields Redevelopment

Financing Support

Whether as a part of lending policy or to provide protections during foreclosure proceedings in light of the Secured Creditor Exemption amendments to CERCLA, lenders often call on SCS Engineers to help with the environmental portions of real estate transactions. We work with scores of community and regional banks, national banks, and investment firms across the country.  Based on the investment product or the client’s line of business, SCS can help tailor strategies and options to complete difficult deals that may be encumbered with environmental challenges. We can help develop or review technical language that will become part of a purchase, sale, or loan closing document, and create escrow levels and remittance milestones to disperse escrow dollars back. We provide closing and post-closing services for most types of real estate transactions, including:

  • Equity investments
  • Debt lending
  • Securitized loans
  • Development/construction lending
  • Divestitures
  • Mergers and acquisitions
  • 1031-tax exchanges and the like

Mergers, Acquisitions, and Divestitures

Environmental considerations can play an important role in a merger or acquisition of a business. A successful merger, acquisition, or divestiture requires proper planning. In an age of strict liability and stringent environmental enforcement, proper planning demands identification of environmental issues associated with the properties, facilities, product lines, processes, operations, compliance history, and past waste disposal practices. SCS Engineers often helps buyers, sellers, and lenders evaluate environmental risks. We can provide a range of cost estimates that respond to environmental issues, including remediation of existing contamination and prospective upgrades to environmental systems to maintain compliance or to minimize potential future contamination.

SCS provides environmental support services for numerous merger, acquisition, and divestiture transactions, with annual values ranging from a few million dollars to hundreds of millions of dollars. With our solid waste and landfill gas expertise, we are often called upon to provide engineering and environmental due diligence for M&A activity in the waste and renewable energy industries. We have performed scores of projects involving acquisitions of landfills, landfill gas-to-energy (LFGE) systems, and renewable energy projects. These complex projects typically involve multiple sites located in various states across the U.S., and include technical pro forma analyses, gas curve projections, and environmental liability assessments.

Examples of merger and acquisition support provided by SCS include:

  • Environmental due diligence and preparation of budgetary cost estimates in connection with the sale of a manufacturer with four plants in northwest Alabama. Several of the facilities were subject to a complex joint operating agreement developed specifically to address environmental liabilities. Our report included estimates of the magnitude of environmental liabilities.
  • Phase I ESAs relating to the prospective sale of a large defense aerospace manufacturer with nine plants in four states. One of the facilities was subject to a RCRA corrective action permit issued to a predecessor in interest.
  • Phase I ESAs for a communications and radar manufacturer with 11 active or former plants in four states. One of the facilities was subject to a RCRA enforcement order requiring groundwater pump-and-treat of a former impoundment area.
  • Environmental due diligence and compliance assessment for an independent petroleum refinery in Louisiana. The facility was the subject of several past allegations of improper dumping, and was subject to RCRA corrective action authority for historical waste management units. Our report included estimates of the magnitude of environmental liabilities.
  • Preparation of an environmental liabilities report for an aviation maintenance company for 27 sites in four states prior to merging with a competing company.