Ultegra Financial Partners, Inc.

Revdex.com:
I would like to reject the offer of Arbitration for complaint ID ***
Sincerely,
*** ***

To Whom It May Concern: I am sorry this client has had a bad experience with my firmI have reviewed the complaint and disagree with the conclusions the client has reachedUltegra stands for Ultimate IntegrityWe take pride in thisUltimate Integrity doesn’t mean we will always have good
news for a client, just that we will always be upfront and honestThis doesn’t mean we will be the lowest priced, but it does mean we will be upfront and straight forward with all of our clients and strategic partnersWe expect the same in return from our clients In this particular case we did have good news for the clientWe approved him for the financing he was seeking to facilitate the acquisition of a businessUnfortunately, in an acquisition scenario, the transaction is subject to a number of 3rd partiesThe entire transaction is subject to the buyer and seller keeping their commitment to each other until the transaction is consummatedAn acquisition is also subject to both sides’ legal and accounting representatives and their approvalsThe buy side is typically subject to financing (this client [Buyer] and Ultegra [financier])There is an entire industry (M&A or Mergers and Acquisitions advisors) that understands the dynamics of these parties and gets paid very well to ensure all parties cooperate from beginning to endThis industry is comprised of buyside and sellside advisorsWe offered buyside advisory to this client and he responded with his background in the financial industry and all the reasons why he did not need us to perform these kinds of services for himHe explained to us that he was a seasoned investor and had extensive experience in these kinds of transactionsWe explained if we were not in front of the transactional side (buy/sell aspect of the transaction) we did not want to be held responsible if the transaction did not come to a close due to any issues arising from this buy/sale aspectHe directed for us to only focus on financing and he would take care of all other aspects of the acquisitionThis representation along with his email signature: *** *** | Stoa Capital *** O: *** *** C: *** ***, His website***, and His personal branding ***, led us to believe he was representing himself in an accurate manorWe thought we were working with a fellow professional in our field of workWe lowered our engagement fee and focused on only the financing per the client’s requestWe reached a positive credit decision, and when the transactional side or buy/sell part of the transaction started to deteriorate, he wanted us to be accommodatingThis was the reason we lowered his up front cost so he would take on that responsibilityAfter many conversations with the client, I reached the conclusion that this client wanted to play in an arena that requires, experience, relationships, and transactional capital to be successfulHe was looking to acquire a business without putting any cash down, without hiring the necessary talent needed to accomplish this acquisition, and without spending the appropriate amount of capital for Appraisals, Audits, Business Valuations, ectHe wanted to do all aspects himself with the hopes of completing an acquisition with $10K and sweat equityThis just isn’t typical in the M&A industryWhen we cautioned him about this and offered this services, he reacted as if we were trying to sell him on additional services, but we really wanted to ensure we the transaction came to a conclusion so we could do what we do best, which is finance We think the client bit off more than he could chew and realized this halfway through the transactionBased on the client’s background presented to us and the marketplace, I suspect he has worked on other people transactions and this was the first transaction he attempted on his own for his own gain For the record, all info was giving to the client upfrontHe paid a non refundable due diligence fee to review and submit the transaction for approvalWe reached a positive credit decision and when it came time to order the appraisals and audits the client didn’t have the capacity to move forward, and the seller didn’t appear to corporativeThis is when the client started complaining about every single aspect of our relationship Last but not least, showing executed documents to your attorney, after execution and moving forward in a relationship speaks to this client’s level of sophisticationWhy wouldn’t he get his lawyers feedback prior to execution? We deal with legal negations on a regular basesI think it goes back to the fact that the client thought he could do it all himself and elected not to engage the necessary professionals to execute the acquisitionFurthermore, I suspect he went to his attorney with the hopes of suing Ultegra, and any good attorney would have let him know that he has no legal right to pursue Ultegra, as we did not breach or violate any aspect of our contractual relationship, and there was absolutely no withholding of information as stated in this person’s claimThus, after reaching the conclusions that he did not have a legal right to sue Ultegra he decided to submit an opinionated, groundless, and baseless claim to the Revdex.com as a final ditch effort to get some cash out of Ultegra Resolution: This is our first complaint to the Revdex.comI am not sure how to resolve this, but hopefully this explanation helps guide the decision in regards to what happens nextI see there's the ability to submit documentationIf the client agrees I would be open to submitting duly executed documents for the Revdex.com's reviewDue to compliance restrictions, we would just need the clientspermission to share these documentsLike always, we are open to any suggestions from the Revdex.com which may to have reach a speedy resolution. Thank Thanks

Complaint: [redacted]
I am rejecting this response because:True to form, Ultegra is using the same tactic of circumlocution in its response that it used during its 'advisory' process, relying on half-truths and vagaries in order to ultimately take advantage of its customers. It's so bad, in fact, that it was brought to my attention that that the firm has experienced employee attrition due to its unethical behavior. A perfect example is in the firm's response to my initial complaint. Ultegra suggests that it offers M&A advisory services in order to increase the likelihood of the success of a transaction. Yes, it does. What Ultegra left out is that it does so in a convoluted manner after the deposit is transferred, the fee is exorbitant, and that those services don't necessarily have any impact on the success of the transaction. In my case, the deal DID NOT break down due to any outside factor that could be controlled by an M&A advisory fee. Ultegra was the reason the deal broke down due to its brinkmanship and re-trading. In that point in its response, Ultegra is very simply being untruthful. The deal fell apart because Ultegra collected a deposit fee based on the idea it could arrange financing on terms at or similar to a term sheet that the firm shared with me. After collecting a fee, the firm then determined it could not arrange the financing. As a result, the point about the M&A advisory fee, my background and abilities and refusal of the fee has no bearing on the outcome. In point of fact, if I had paid the additional M&A fee, the only possible difference in the outcome of this transaction would be that I would have lost another $50,000 or more to Ultegra. It's also interesting to note that Ultegra was unwilling to outline what it's M&A advisory process is or how it aids the transaction process. Further, Ultegra notes in its response that often times it is unable to arrange financing with outside parties because there is no guarantee of such an outcome. That is a fair statement. What Ultegra didn't include in its response is the fact that I shared my concern about that very risk and the owner of the firm [redacted] assured me that Ultegra has its own capital base and is able to underwrite from that capital base. After the fact, [redacted] claimed the reason Ultegra wasn't able to close the transaction is that it couldn't raise the funds. It has become clear to me that Ultegra is an unethical firm and its very business model is built upon unethical dealings. I would strongly recommend that legitimate businesses avoid dealing with [redacted] and Ultegra.
Sincerely,
[redacted]

To Whom It May Concern:   We would like to respond to this with a series of facts as opinionated remarks have very little value in a contractual relationship. We previously responded with facts and the conclusions we reached based on those facts. We will now respond with a series of facts and let the Revdex.com reach their own conclusion.   Fact 1. [redacted] refers to the $10,000 it paid to Ultegra as a deposit.  It is not.  The term sheet he signed, an agreement which he now admits he signed without consulting his lawyer, refers to the “non-refundable” “due diligence fee” which was required and paid “in consideration of Ultegra’s work of investigating and reviewing the Proposed Credit Facility.”  The non-refundable due diligence fee in the amount of $15,000 was “earned upon execution of the Term Sheet.”  [redacted] has only paid $10,000 of the $15,000 due diligence fee, and after reviewing the agreements it appears Ultegra is entitled to the unpaid $5,000.    Complaint Statement:   I am rejecting this response because: True to form, Ultegra is using the same tactic of circumlocution in its response that it used during its 'advisory' process, relying on halftruths and vagaries in order to ultimately take advantage of its customers.   Fact 2. We are being called names for what reason I am not sure, but we do not work with consumers we work with other businesses. We work in a Business-to-Business industry, or B2B, and we do not work with consumers. Being that this client has represented he has a number of degrees and postgraduate degrees, as well as allegedly closing millions of dollars in transactions, I am confused how he was taken advantage. We refused to refund an agreed upon “non refundable” fee? (See Attached)   It concerns me that any 3rd party reading this statement would find any merit in this.  (See Attached)   As a highly educated business owner, when moving forward with any contract or fees you either fully understand what you are paying for or consult with an attorney to provide you clarity. This client has admitted to consulting his attorney long after execution. That’s the equivalent of taking a pill and asking your doctor should you have swallowed the pill. If the client didn’t understand what “non refundable” or “earned at execution” was, I am not sure how he expected to successfully acquire a business asset with much more complicated aspects involved. Furthermore, if he didn’t understand what these phrases meant, he should have consulted his lawyer prior to execution (See Attached).   Complaint Statement: It's so bad, in fact, that it was brought to my attention that that the firm has experienced employee attrition due to its unethical behavior. A perfect example is in the firm's response to my initial complaint.   Fact 3. Again name-calling. It’s so bad? What is so bad? Define bad, yet another ambiguous statement. Then to make the accusation that we have employee attrition due to unethical behavior is groundless as well. This is a representation by this client and only this client with no actual proof, thus being non factual. In addition, Ultegra firing an employee or an employee quitting adds no value or support to his request for Ultegra to refund “HIS” “non refundable” fee.  These kinds of statements are made when there are no actual facts behind the claim. Non – Fact. Sounds like an attempt to damage our credibility because things did workout in the way he wanted things to work out.   Ultegra suggests that it offers M&A advisory services in order to increase the likelihood of the success of a transaction. Yes, it does.   Fact 4. We both agree on two things. This service would have increased the likelihood of the transaction’s success, and the client refused these services from Ultegra. ·      Non-Fact: o   Our interpretation of how this effected the transaction differs.   What Ultegra left out is that it does so in a convoluted manner after the deposit is transferred, the fee is exorbitant, and that those services don't necessarily have any impact on the success of the transaction.   Fact 5. Restating that there was no “DEPOSIT ever transferred” (See Attached). The client is stating that we presented something in a convoluted manner, again ambiguous and subject to the audience (See Attached). This client who has allegedly closed millions of dollars in transaction is describing a $15K non-refundable fee as convoluted and exorbitant. Again, not only ambiguous, this kind if fee is standard in the marketplace. What exorbitant to one isn’t to another, furthermore, there absolutely zero facts in the above statement.   Non-Fact: Seems to be opinionated and emotional.   In my case, the deal DID NOT breakdown due to any outside factor that could be controlled by an M&A advisory fee. Ultegra was the reason the deal broke down due to its brinkmanship and retrading. In that point in its response, Ultegra is very simply being untruthful.   Fact 6. Again, with the name-calling! The fact the deal did or did not breakdown due to transactional factors “buyside or sellside” issues are honestly open to interpretation and perception. Perception is reality. We feel the client did not have control over the transaction and our advisory services would have helped a great deal, he feels he had complete control of the transaction and these factors didn’t play a role. We can admit that this is the conclusion we reached not fact. Thus this fact is “neither sides interpretation of this” is a fact, simply interpretation and perception.   The deal fell apart because Ultegra collected a deposit fee based on the idea it could arrange financing on terms at or similar to a term sheet that the firm shared with me.   Fact 7. Restatement that there was no “deposit sent, only a non refundable fee” The above statement is false. We reached a positive credit decision with very similar terms subject to expensive 3rd party valuations, which the client had a knee jerk reaction to and was unwilling to pay for.   IE Real Estate Appraisal, Equipment Appraisal, Accounts Receivables audit, which is always going to be necessary when considering financing any company. This is financing 101. It would be extremely difficult to purchase a residential property without an appraisal.   Non Fact - We feel there was some sticker shock when the client realized the cost of these reports as it relates to commercial transaction, thus leaving us confused with the client’s background that he presented. The client is claiming we collected a deposit based on a idea????? False groundless and baseless! There is no need to respond to a client’s interpretation or representation of what our organization was considering at the time of engagement. Just to clarify, we have the capacity as well as the option to fund in house, but also reserve the right to arrange financing. This is Investment Banking 101. We are structured like the majority of Investment Banks in the marketplace.   After collecting a fee, the firm then determined it could not arrange the financing.   Fact 8. This statement is false. We reached a positive credit decision subject to 3rd party valuations, which is customary in any financing scenario (See Attached). When the client expressed concern with the cost of these reports and wanted to move forward without them or better yet, wanted Ultegra to pay for them, we then reached the conclusion that deal would not get funded unless these reports were ordered.   As a result, the point about the M&A advisory fee, my background and abilities and refusal of the fee has no bearing on the outcome.   Fact 9. Opinion based or client perception!   In point of fact, if I had paid the additional M&A fee, the only possible difference in the outcome of this transaction would be that I would have lost another $50,000 or more to Ultegra.   Fact 9. Opinion based or client perception!   Fact 10. There is another possible outcome although stated above; there could be only one. A potential outcome could have resulted in the transaction be completed successfully. This is a fact in and of itself.             Non-Fact: This demonstrates the client’s tunnel vision in regards to there being only one reason. Is it a coincidence that this reason comes with a financial request, and any other reason doesn’t benefit the client monetarily?   It's also interesting to note that Ultegra was unwilling to outline what it's M&A advisory process is or how it aids the transaction process.      Fact 10. False we outlined this process in great detail, and the client communicated that he was capable of taking on these responsibilities. Furthermore, rule number one of communication, know your audience. This client represented himself like a fellow investor. He stated that he invested in and has extensive experience in LBO’s, which is short for “Leveraged Buy Out”. This is when one party “BUYS” equity, assets, ownership, stock, ect. from another party. Although we took the time to explain in great detail our services, with this kind of background* this client should know what BUYSIDE advisory is.   *“Immediately prior to founding Stoa Capital, Adam worked at Prospect Capital Management executing private equity investments including LBOs, mezzanine and high yield debt. Adam invested across all industries including consumer products, business services, oil and gas services and healthcare services. Previously, he was a Co-Founder at Growth Capital Management, LLC, a private investment firm designed for small companies focused on growth.”    Further, Ultegra notes in its response that often times it is unable to arrange financing with outside parties because there is no guarantee of such an outcome.   Fact 11. False “often time it is unable to arrange financing” Please show me this quote in our response?   That is a fair statement. What Ultegra didn't include in its response is the fact that I shared my concern about that very risk and the owner of the firm [redacted] assured me that Ultegra has its own capital base and is able to underwrite from that capital base.   Fact 12. Although we do have the right to arrange financing, we did have our own capital, and still have the capacity to provide financing directly off of our balance sheet. We would be more than happy to share this via arbitration if the client would like to take that route.  In this event, we will be willing to show this capacity. In exchange, for this disclosure, we would like to see the client’s capacity to pay for 3rd party fees at the time we requested that they be paid, this $50K fee he keeps bringing up. This is a groundless statement with efforts of discrediting our organization because his transaction did workout the way he wanted it to.   Fact 12.5 False - The firm is not owned by [redacted]                         Non-fact: We believe this demonstrates either a lack of competency or a fast emotional response. If the client does not have the ability to get a name correct there is no way he could have pulled off a successful acquisition lead by himself. In the event it was an error due to a fast emotional response, we feel it speaks to how the client is “feeling” not what we failed to do contractually.   After the fact, [redacted] claimed the reason Ultegra wasn't able to close the transaction is that it couldn't raise the funds. It has become clear to me that Ultegra is an unethical firm and its very business model is built upon unethical dealings. I would strongly recommend that legitimate businesses avoid dealing with [redacted] and Ultegra.   Fact 13.   This is again groundless without any facts, simply a pissed off client that is looking for someone to blame due to a failed attempt at a transaction lead and controlled by himself.  He states in is last sentence a message he would like to leave in the public domain. Non Fact. This leads us to believe that he looking to use this platform a sounding board to express his emotional based conclusion.   Fact 13.5 I am not sure who [redacted] is?                           Non-fact: Again we believe this demonstrates either a lack of competency or a fast emotional response. If the client does not have the ability to get a name correct there is no way he could have pulled off a successful acquisition lead by himself. In the event it was an error due to a fast emotional response, we feel it speaks to how the client is “feeling” not what we failed to do contractually.       Fact 14.  I requested the client to allow Ultegra to release all mutually executed contracts for the Revdex.com’s review. He failed to grant this release.  We have consulted with our attorney and he did allow us to submit the attached documents to the Revdex.com for their review. We submit this for review purposes only and we do not grant any third party permission to release this information to any public domain. Please see language surrounding this client’s request for a refund. We operate in contractual base environment. We do not operate outside the parameters of our contractual obligations. I have attached a number of documents taken out of the mutually executed Term Sheet that governs the “non refundable fee” the client is looking to get refunded. We are more than happy to commit to a binding arbitration hearing to let a 3rd party decide weather we owe this client or the client owes Ultegra. We are more than willing to release the entire document inside of this binding arbitration proceeding.