813 north waukegan road - deerfield, il 201 north buffalo ... · deer˜eld chiropractic north shore...

first time to marketAvailable for Sale

813 North Waukegan Road - Deerfield, IL

201 North Buffalo Grove Road - Buffalo Grove, IL

25 South Roselle Road - Schaumburg, IL

www.deerfieldsbakery.com

https://www.youtube.com/watch?v=MHasiCwTpDM

REAL ESTATE SALEFor Information Contact:A. Rick Scardino

Principal

(773) 355-3040

[email protected]

BUSINESS, FURNITURE, FIXTURES, & INVENTORYFor Information Contact:Todd Cushing

Ebit Associates, Ltd.

(847) 566-0500 x201

[email protected]

No warranty or representation is made as to the accuracy of the foregoing information. Terms of sale or lease and availability are subject to change or withdrawal without notice.

firsT Time To markeTAvailable for Sale

For more inFormation:

A. Rick ScARdinoPrincipal

(773) 355-3040 [email protected]

Deerfield Schaumburg

Buffalo Grove

Outstanding opportunity to own this iconic Chicago Bakery Chain whose heritage traces back to the 1880’s! Three incredible locations that are extremely well established and have the potential to support many more satellite facilities throughout Chicago and beyond. All three locations will continue operating and serving their wonderful customers until a satisfactory sale is consummated.

Demographic MapDeerfield Bakery Locations

25 South Roselle Road - Schaumburg, IL

Established Population:

1 Mile: 14,5573 Miles: 99,3875 Miles: 252,880

Average Household Income:

1 Mile: $85,9273 Miles: $90,9615 Miles: $88,547

Daytime Demographics Age 16+:

1 Mile: 10,5013 Miles: 99,2065 Miles: 239,126

Demographic Snapshots(full reports available upon request)


1 Mile: 12,1413 Miles: 62,5195 Miles: 143,969


1 Mile: $169,1123 Miles: $163,2205 Miles: $160,095


1 Mile: 11,4273 Miles: 109,2355 Miles: 206,479



1 Mile: 15,8593 Miles: 108,1715 Miles: 222,849


1 Mile: $99,2673 Miles: $98,3915 Miles: $106,586


1 Mile: 11,4063 Miles: 87,9565 Miles: 220,584


Buffalo GroveDeerfield Schaumburg


deerfield’s bakeryDeerfield, Illinois



A. Rick ScARdinoPrincipal(773) 355-3040 [email protected]

9450 W. BRYn MaWR avenue, Suite 550RoSeMont, illinoiS 60018Main | (773) 355-3000WWW.lee-aSSociateS.coM








813 North Waukegan Road - Deerfield, ILBUILDING SPECIFICATIONS:

The Property: 813 North Waukegan Road, Deerfield, IL

Building Size: 6,418 SF

Land Size: 4,998 SF or 0.11 Acres

Parks: 4 Adjacent to building with access to adjoining bank lot.

Zoned: C-1, Commercial District

Taxes: $14,536.39 (2014)

P.I.N.: 16-28-322-037

Highest & Best Use: Full Service commercial Bakery could be retrofit for Retail Boutique or Office

DESCRIPTION OF IMPROVEMENTS:

Number of Stories: 2

Seating: Downstairs: 26 | Upstairs: ±40

Gross Building Area: 6,418 SF

Age: 1930, Renovated more recently

Architectural Style: Early century, blends well with existing feel and look of downtown Deerfield.

Footing & Foundation: Reinforced concrete

Seating: Limited. Designed for a handful of patrons for quick coffee/baked goods consumption on premise.

Structural Frame/Exterior Masonry walls with reinforced concrete framing.

Interior Finish: Painted drywall or plaster partitions, tile floors in the customer areas, and fluorescent lighting. The east portion of the first floor and the second floor are finished as work areas, with tile floors and walls, coolers, freezer.

H.V.A.C. System: Centrally ducted, gas-fired hear and electric central air condition.

Washroom Facilities: Two restrooms in the rear foyer are finished with ceramic tile floors, painted drywall partitions and adequate furnitures.

Shipping & Receiving: Single rear overhead door

Condition: Good







1st Floor - Floor Plan

BAKERY101KITCHEN

102

SALES103

1 1/8" = 1'-0"FIRST FLOOR PLAN







2nd Floor - Floor Plan

CAKE DECORATING201

STORAGE202

BREAK ROOM203

1 1/8" = 1'-0"SECOND FLOOR PLAN








1 1/8" = 1'-0"BASEMENT FLOOR PLAN

BASEMENT001

CRAWL SPACE002







Survey







Aerial

OSTERMAN AVENUE

KELBURN ROAD

WAUKEGAN ROAD

JEWETT PARK ROAD

ELM STREET

CHES

TNU

T ST

REET

PARK AV

ENU

E

ROBERT YO

RK AVEN

UE

DEERFIELD ROAD 22,40012,400

27,400

1,750

PAULINE AVENUE

Deer�eld Chiropractic

North Shore Hair Transplant Specialists







DEERFIELD LOCAL AREA ANALYSIS

Neighborhood

The Bakery is just north of the intersection of Waukegan Road and Deerfield Road, two major commercial thoroughfares running through Deerfield. The subject neighborhood consists of Deerfield, Illinois, in Lake County.

Deerfield encompasses a total area of 5.48 square miles and is 22 miles northwest of downtown Chicago. I-94/I-294 runs north-south along the west side of Deerfield and I-94 runs east-west along the south side of Deerfield. Surrounding suburbs include Bannockburn to the north, Lake Forest to the northeast, Highland Park to the east, Northbrook to the southeast, Wheeling to the southwest, and Riverwoods to the west. There are two Metra commuter rail stations in Deerfield on the Milwaukee District/North line that provides transportation to downtown Chicago. Deerfield is also served by the Pace Suburban bus service.

The resident population of Deerfield is stable and estimated at 18,275 as of 2012 by the US Census Bureau, compared to 18,420 in 2000 and 18,225 in 2010. The median household income is listed at $129,187, with less than 2% of the population under the poverty line and over 98% of adults graduating from high school.

Deerfield comprises a variety of land uses. Primary uses are retail and office development along the main thoroughfares, and single-family residential use in the in-fill areas. There is also some multi-family use and industrial use. The majority of the development in Deerfield was built between 1975 and 1995, with very little vacant land left for new development in Deerfield was built between 1975 and 1995, with very little vacant land left for new development. The land uses surrounding the subject are all retail or office uses.

Deerfield maintains a number of public and private educational alternatives, as well as municipal services consistent with a modern metropolitan suburb, including full-time police and fire protection, water and sewer service, and recreational and medical facilities. The neighborhood is mostly developed and is mature, with older properties being redeveloped and land being relatively scarce. The neighborhood is in the stability stage of its economic life cycle. The community has balanced residential and commercial land uses, which are supported by ample transportation access. These are generally positive factors that will support real estate values in the neighborhood, inclusive of the subject, as economic conditions recover. In addition, Deerfield benefits from its proximity to I-94 and I-294, and commuter train connections.


deerfield’s bakeryBuffalo Grove, Illinois



FoR MoRe inFoRMation:









201 North Buffalo Grove Road - Buffalo Grove, ILBUILDING SPECIFICATIONS:

The Property: 201 North Buffalo Grove Road, Buffalo Grove, IL SEC of North Buffalo Grove Road and Old Checker Road



Parks: 46 Parks in front of building13 Parks in rear of building

Zoned: B-5, Town Center Business District

Taxes: $48,123.56 (2014)

P.I.N.: 15-33-304-115

Highest & Best Use: Combination retail/wholesale Bakery due to size of physical plant and baking infrastructure. Potential for conversion to medical/office or destination retail.


Number of Stories: 2


Age: 1994

Architectural Style: English Tudor


Seating:

Structural Frame/Exterior Wood frame with wood and stucco walls

Interior Finish: Painted drywall partitions, tile floors in the customer areas, and fluorescent lighting. The east portion of the building is finished as a large bakery/kitchen, with tile floors and walls, and contains coolers, a freezer, and ovens.

H.V.A.C. System: Centrally ducted, gas-fired heat and electric central air conditioning

Washroom Facilities: Two restrooms in the front, plus two on the second floor

Shipping & Receiving: 2 interior docks

Condition: Good

Summary: Arguably one of the largest retail bakeries in the county. This location with it’s massive baking plant handles the production for their wholesale business. It features a cafe, exceptional display cases, and pleasant seating options off the cafe and in the upstairs loft area overlooking the retail/cafe area. Near a thriving retail corridor in Buffalo Grove, Village Hall, Park District facilities, and other strong traffic generators.







Survey







Aerial

39,60037,000

15,900

15,000

15,900

15,400

21,600

E LAKE COOK ROAD

PAULINE AVENUE

OLD CHECKER ROAD

N BU

FFALO

GRO

VE RO

AD

CHURCH ROAD

W LAKE COOK ROAD

APTAKISIC ROAD

ARMSTRONG DRIVE

BELMONT VILLAGE OF BUFFALO GROVE



BUFFALO GROVETOWN CENTER

BUFFALO GROVETOWN CENTER

BUFFALO CREEKAPARTMENTS

BUFFALO CREEKAPARTMENTS

EMMERICH EAST PARKEMMERICH EAST PARK

BUFFALO GROVEPARK DISTRICT

BUFFALO GROVEPARK DISTRICT

VILLAGE HALLVILLAGE HALL

WILLOW STREAMPARK

WILLOW STREAMPARK

TO

WNPLACE PARKWAY

BUFFALO GROVEGOLF COURSE

BUFFALO GROVEGOLF COURSE

83 73







BUFFALO GROVE LOCAL AREA ANALYSIS

The Village of Buffalo Grove is located in northern Illinois, approximately 30 miles northwest of

Chicago’s Central Business District. It covers a land area of approximately 9.53 square miles. The

north section of Buffalo Grove is in Lake County, and the south section is in Cook County.

Economy The largest employers with operations in the community include Simens Industry Inc.,

Caremark, LLC, Rexam, Plexus Corporation, Harris Bank, Federal Express, AmerisourceBergen, and

Abbot Laborites. Situated between commercial corridors that have seen explosive retail growth in

recent years, the village is positioned to deliver an attentive and balanced development program well

suited to the unique needs of their commercial entities (including 22 shopping centers) and residents.

Transportation Drivers access the Tristate Tollway (I-294) to the east, and Illinois 53 to the west, which

intersects with the Northwest Tollway (I-90). Drive time to the Loop is 50 minutes. O’Hare is a 35-minute

drive, while Midway Airport is a 70-minute drive. Commuters may board Meta trains in Buffalo Grove

for a 45-minute ride to the Loop. Bus service also is available.

Education Four school districts and three high school districts serve Buffalo Grove. The majority of

public high school students in Buffalo Grove that live in the Cook County portion of Buffalo Grove

attend Buffalo Grove High School. A smaller population of student’s residing in the Cook County

portion of Buffalo Grove attend Wheeling High School. Those living in the Lake County potion of

Buffalo Grove attend Adlai E. Stevenson High School.

Conclusion Buffalo Grove is a community located 30 miles northwest of Chicago’s Central Business

District. Buffalo Grove is a desirable community that offers ample commercial and community facilities

including retailing, business services, public transportation, and proximity to labor markets and a

regional highway network. It has excellent highway linage to major transportation routes and major

employment centers. This area is desirable for both owner-user and investment-type properties. The

area offers close proximity to labor markets and regional highway linkage.


deerfield’s bakerySchaumburg, Illinois





25 South Roselle Road, Schaumburg, IL







25 South Roselle Road - Schaumburg, ILBUILDING SPECIFICATIONS:

The Property: 25 South Roselle Road, Schaumburg, IL 60193 SEC of South Roselle Road & Quindel Ave



Parks: 27 Parking Spaces

Zoned: B-2, Business District

Taxes: $41,630.84 (2014)

P.I.N.: 07-22-400-001

Highest & Best Use: Retail Bakery, modern and well appointed interior/exterior. Could potentially be converted for some limited restaurant uses if additional parking could be obtained. Office/medical would also work in this location as well as traditional destination retail


Number of Stories: One


Age: 1981; renovated in 2001

Architectural Style: Colonial which blends well in this officially designated Old Schaumburg Centre Historic District


Seating: Two exterior seating areas and a limited amount of interior options

Structural Frame/Exterior Wood frame with wood exterior siding

Interior Finish: Wonderful warm and inviting well appointed Bakery. Great finishes trhoughout.

H.V.A.C. System: Centrally ducted, gas-fired heat and electric central air conditioning. Package units are on the roof

Washroom Facilities: One set of washrooms in the rear foyer.

Shipping & Receiving: 1 Drive in door

Condition: Good

Summary: Beautiful freestanding building in this corridor. Walker Bros Original Pancake House has purchased this closed Applebee’s across the street and a total renovation is planned to have them opening Spring 2016. A new residential community, Pleasant Square, is being developed steps away consisting of 117 units of row homes, townhomes and single famliy lots.







Survey

• •• • • •• •• • • •







Survey







Aerial

29,7

0028

,100

27,70026,800

TIMBERCREST PARK

N R

OSE

LLE

ROA

DN P

LEA

SAN

T D

RIV

E

W SCHAUMBURG ROAD

ILLINOIS AVENUE

WAT

ERBU

RY L

ANE

SCULLY DRIVE

CARMELHEAD LANE

STOCK PORT LANE

SUM

MIT

DRI

VE

BETHEL LANE

ALE

RTO

N D

RIV

E

CHER

RYW

OO

D D

RIV

E

W SCHAUMBURG ROAD

TIMBERCREST PARK

TOWN SQUARETOWN SQUARE

PLEASANT SQUARENEW CONSTRUCTION!PLEASANT SQUARE

CLOSED

In discussion with

Tony’s Finer Foods

(99 ROW HOMES, 8 TOWNHOMES, 10 SINGLE

FAMILY $350,000+ RANGE)

UNDER CONSTRUCTION







SCHAUMBURG LOCAL AREA ANALYSIS

Neighborhood

The Bakery is just south of the intersection of Roselle Road and Schaumburg Road, two major

commercial thoroughfares through Schaumburg. There are over 3,100 businesses in Schaumburg

and approximately 73,000 residents. The Schaumburg area is the second leading economic center in

the State of Illinois behind the City of Chicago.

The subject benefits from its location near the core of the commercial district of Schaumburg and to

the city of Chicago, O’Hare Field, and the growing industrial, residential, office and retail sectors of

Schaumburg, Rolling Meadows, Elk Grove Village, Hoffman Estates, and Barrington areas.

Schaumburg is known as the home of Woodfield Mall, which is the largest mall in size in the county in

terms of net rentable area. The super-regional mall contains a total of 2,700,000 square feet of space

and is anchored by J.C. Penney, Lord & Taylor, Macy’s (formerly Marshall Fields), Nordstrom’s, and

Sears. This center was originally constructed in 1971 and was expanded in 1996 with the addition of

a Nordstrom’s department store. This enclosed fashion apparel-oriented center caters to upscal mall

tenants and draws shoppers from all over the metropolitan area. It also consistently ranks as near

the top of the most visited tourist sites in the Chicago area. There are over 300 specialty stores, 15

restaurants, and three movie theaters. Another large shopping center nearby is the Streets of Woodfield,

a shopping center that contains a total of 630,000 square feet of space and was built in 1997.

While Woodfield Mall is the dominant focal point of the area, the majority of the developments in

the area consist of Class A and Class B office facilities; Hotels and several peripheral neighborhood

and community centers, as well as free standing retail buildings. Some of the large office projects in

the area include the Schaumburg Corporate Center (665,000 SF), Zurich Towers (800,000 SF), Two

Century Centre (217,000 SF), Centennial Center (259,000 SF), Woodfield Corporate Center (1,300,000

SF), and Woodfield Executive Center (350,000 SF). Motorola is headquartered in Schaumburg. The

large amount of office development along with the large regional mall has attracted several national

hotel operators to the area. Most of the office properties in the area were constructed during the past

30 years.







SCHAUMBURG LOCAL AREA ANALYSIS

The Village of Schaumburg constructed a convention center at the northeast corner of Meacham Road

and I-90. The center has a 500-room Marriott Renaissance hotel, a convention center with a 100,000

square foot exhibit hall, a 28,000 square foot ballroom, 20,000 square feet of meeting space, and a

2,400-seat performing arts theater.

The residential base grew substantially during the 1980’s and 1900’s, but is expected to continue

to grow at a slower pace due to the lack of vacant sites. The subject neighborhood benefits from

excellent transportation linkages. The neighborhood is situated near two interstate highways, I-90, and

Route 53/I-355. Interstate 290 is about two miles east of the subject, and I-90 is about four miles to the

north. O’Hare Airport is about 17 miles east of the subject.

The community is mature and in the late growth stage of its economic life cycle with few sites remaining

for new development. Older properties are continually being renovated, although a few teardowns of

older, obsolete, properties have occurred in the area. Major stimuli contributing to this growth include

the proximity to Chicago and is highway system, convenience to O’Hare Field, the presence of several

Fortune 500 Companies and the metro area’s largest super-regional mall.

ACQUISITION OPPORTUNITY PROFILE

The best price. The best terms.

Well Established Bakery Client #2089 Location: Chicagoland $5,500,000 Revenue $410,000 SDCF (Estimated FYE September 30, 2016)

THIS INFORMATION CONTAINED IS OF A CONFIDENTIAL NATURE AND IS INTENDED FOR THE EXCLUSIVE USE OF THE PERSONS OR FIRM TO WHOM IT IS FURNISHED BY US. REPRODUCTION, PUBLICATION, OR DISSEMINATION OF PORTIONS HEREOF MAY NOT BE MADE WITHOUT PRIOR APPROVAL OF EBIT ASSOCIATES, LTD. EBIT ASSOCIATES, LTD., ITS EMPLOYEES, AGENTS AND AFFILIATE INTERMEDIARIES HAVE MADE NO INVESTIGATION OR VERIFICATION OF THE INFORMATION CONTAINED HEREIN AND ANY REPRESENTATION TO THE CONTRARY IS NOT AUTHORIZED. PROSPECTIVE BUYERS ACKNOWLEDGE THE RESPONSIBILITY TO PERFORM A DUE DILIGENCE REVIEW AND MAKE ITS OWN EVALUATION AND JUDGMENT PRIOR TO ANY ACQUISITIONS OR MERGERS WITH THE CLIENT COMPANY. REVENUE/EBITDA+OC: SDCF = EARNINGS BEFORE TAX + INTEREST + DEPRECIATION + AMORTIZATION + OWNER’S CASH.

BU

SINESS SU

MM

ARY Overview

Terms No specific asking price for company has been established. Instead, the competitive market will establish the value of the Company. This opportunity will attract strong buyer interest, and it is expected that there will be a range of valuations based on each buyer’s understanding of the business and financial aspects of the company, its strategic position in the industry, and synergies that each buyer brings to the transaction.

Reason For Sale The owners are looking for an exit strategy, as they have decided to retire. The President of the Company is prepared to work closely with the new owners to accommodate an orderly and seamless transition.

2 Business Profile

The Company is a family owned bakery specializing in custom decorated cakes. The bakery owns multiple retail stores in the Chicago area. They carry a full line of bakery items such as pies, cookies, cupcakes and breads.

The Company serves three primary markets: Special Order Items - 50% General Bakery Items - 30% Wholesale Items - 20%

The Company’s main source of business is its custom cakes, cupcakes and cookies ordered for special occasions. They also sell some items to grocery stores.

In 2015 the Company generated $5.5M in sales. The Company’s selling efforts rely primarily through word of mouth. They have a great reputation and are known for their custom cakes. Some direct mail ad campaigns are used and they also run ads in several local publications. It has no direct sales force and is not proactive in generating new customers, except through referrals and its website. A direct sales effort would definitely have a favorable impact in gaining more wholesale business.

The Company’s hallmark is their custom cakes. The bakery uses its own recipes and is known for the quality of their products. The Company sells locally in their retail facilities and will ship certain specialty items to past clients who have moved out of the area.

The Company has a president that oversees the day to day operations and manages the retail store managers. The bakeries are located in attractive, affluent neighborhoods of Chicago.

The Company is well positioned to continue its performance in sales and profitability providing a solid platform for growth. It is an attractive acquisition candidate for private investors desiring a well established business or an industry related company seeking to expand its customer base or current distribution channels.

BU

SINESS SU

MM

ARY History

Business Activity Employees In addition to the owners, the company employees 85 people.

There are two key employees, one focuses on baking. The other is in charge of wedding cakes. The owners currently do not work in the business. The President is in charge of operations and only contacts the owners on purchases of substance. All employees are non-union.

3 Business Profile

The Company’s selling efforts rely primarily through word of mouth. They have a great reputation and are known for their custom cakes. Some direct mail ad campaigns are used and they also run ads in several local publications. It has no direct sales force and is not proactive in generating new customers, except through referrals and its website. The Company’s hallmark is their custom cakes. The bakery uses its own recipes and is known for the quality of their products. The Company sells locally in their retail facilities and will ship certain specialty items to past clients who have moved out of the area. Approximately half of the Company’s sales are derived from special order items. The balance is primarily retail sales with a small percentage of wholesale sales.

The Company is a family owned business that was founded in the late 1800’s when the first family bakery was opened. In the early 1900’s the son and his wife immigrated to Chicago and opened a bakery. In the 1950’s a larger store was opened.

By the 1980’s, the Company was voted National Retail Bakery . The Company has since expanded to more locations in the Chicagoland area.

Marketing

The Company is well positioned to continue its performance in sales and profitability providing a solid platform for growth. Utilization of the Company’s loyal customer base and solid reputation for the quality of their products provides an industry related company access to a well established customer base and a competent and loyal workforce. The Company prides itself in the quality of its products and its strong name brand in the Chicago area.

Days & Hours Monday thru Friday; 6:00 am to 5:30 pm CDT Saturday; 7:00 am to 5:00 pm CDT Sunday; 7:00 am to 2:00 pm CDT

4 Business Profile

FINAN

CIAL SUM

MARY

5 Business Profile

ASSETS: As of September 30, 2015 Cash in Bank $ 60,000 Accounts Receivable, Wholesale $ 50,000 Inventory $ 217,000 FF&E $1,560,000 Total $1,887,000 Appraisal of fair market value of Furniture, Fixtures & Equip. LIABILITIES: As of September 30, 2015 Accounts Payable $428,000 Current Liabilities $ 0 Long Term Liabilities $117,000 Total $545,000

2011 2012 2013 2014 2015P 2016P 2017PRevenue 6,429,533$ 6,511,059$ 6,032,075$ 5,476,910$ 5,531,679$ 5,697,629$ 5,982,511$

% Growth N/A 1% -7% -9% 1% 3% 5%EBT (147,207)$ 18,518$ (176,344)$ 61,516$ 62,132$ 65,238$ 71,762$Margin Growth N/A -1.1 -1052% -135% 1% 5% 10%SDCF 448,063$ 562,450$ 385,005$ 405,343$ 411,541$ 442,159$ 476,472$

Margin Growth N/A 26% -32% 5% 2% 7% 8%Adj. EBITDA 323,063$ 437,450$ 260,005$ 280,343$ 286,541$ 317,159 351,472Margin N/A 6.7% 4.3% 5.1% 5.2% 5.6% 5.9%

REVENUE/EBITDA+OC = SDCF or Earnings Before Tax + Interest + Depreciation + Amortization + Owner’s CASH.

Financial Year Ends September 30

$- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 $7,000,000

Revenue SDCF

NO

N-DISCLO

SURE A

GREEM

ENT

6 Business Profile

NON-DISCLOSURE AGREEMENT COMPANY REPRESENTED: Well Established Bakery (the “Company”) ACCOUNT #:2089

This Non-Disclosure Agreement (the “Agreement”) is entered into by and among EBIT Associates, Ltd., a registered business broker under the laws of the State of Illinois which represents the Company (the “Broker”), and the undersigned entity and/or individuals which have requested confidential information concerning the Company (collectively, the “Recipient”). The Broker is signing this Agreement as an agent (and for the direct benefit) of the Company. The Company is an intended third-party beneficiary of this Agreement and may enforce this Agreement against the Recipient.

In consideration of the mutual covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Nondisclosure of Evaluation Material. Recipient agrees that the Evaluation Material (as defined in Section 2) is confidential and proprietary and will be used solely for the purpose of evaluating and negotiating a possible transaction (the “Transaction”), and that Recipient will keep the Evaluation Material strictly confidential, provided that Recipient may disclose such Evaluation Material to its directors, partners, officers, members, managers, employees, agents, financing sources, including, without limitation, attorneys, accountants, consultants and financial advisors (collectively, “Representatives”) who need to know such information for the purpose of evaluating or negotiating the Transaction. Recipient agrees that Recipient will inform its Representatives of the confidential nature of the Evaluation Material, will instruct such Representatives to comply with the terms of this Agreement and will be responsible for any breach of this Agreement by its Representatives. Recipient understands that the Company reserves the right to adopt additional specific procedures to protect the confidentiality of certain sensitive Evaluation Materials. Recipient also agrees the Evaluation Material shall remain the property of the Company and the disclosure of such Evaluation Material shall not confer on Recipient any rights with respect to such Evaluation Material other than rights specifically set forth in this Agreement.

2. “Evaluation Material” means all information (whether written, oral or computerized) which is or has been furnished to Recipient or any of its Representatives by or on behalf of the Company (whether prepared by the Company, its advisors or otherwise), and all analyses, compilations, forecasts, studies or other documents prepared by Recipient or its Representatives that contain or reflect such information. “Evaluation Material” shall include, without limitation, all information relating to products, services, markets, customers, research, software, developments, inventions, designs, drawings, financial condition and results of operations, and trade secrets. Notwithstanding the foregoing, “Evaluation Material” shall not include information that (i) is or becomes generally available to the public other than as a result of an act or omission by Recipient or its Representatives, (ii) was in Recipient’s possession on a non-confidential basis prior to the providing of such information to Recipient pursuant to this Agreement, (iii) becomes available to Recipient on a non-confidential basis from a source other than the Broker or the Company or any of our respective representatives, or (iv) has been independently acquired or developed by Recipient or its Representatives without violating any of Recipient’s obligations under this Agreement or applicable law, provided that in the circumstances described in clause (ii) or (iii) of this Section 2, the source of such information was not known by Recipient to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, the Broker or the Company with respect to such information.

3. Nondisclosure of Negotiations. Recipient agrees that, without the prior written consent of the Broker or the Company, Recipient and its Representatives will not disclose to any other person (i) the fact that the Evaluation Material has been made available to the Recipient, (ii) that discussions or negotiations are taking place concerning a Transaction with the Company, (iii) any of the terms, conditions or other facts with respect to such a Transaction, or (iv) that this Agreement exists; provided that Recipient may make such disclosure regarding the status of negotiations if such disclosure is required (based upon advice of

NO

N-DISCLO

SURE A

GREEM

ENT

7 Business Profile

counsel) to be made by Recipient in order that Recipient not commit a violation of law or otherwise violate a court order and Recipient promptly advises the Broker and the Company of the information Recipient propose to disclose. Recipient also agrees to use all reasonable efforts, at the Company’s expense, to obtain confidential treatment for any such information to be disclosed.

4. Compelled Disclosure. If Recipient or any of its Representatives receive a request, under the terms of a valid or effective subpoena or order issued by a court or governmental body of competent jurisdiction, to disclose any Evaluation Material, Recipient will immediately notify the Broker and the Company of the existence, terms and circumstances surrounding such request, in order to permit the Company, at the Company’s expense, to seek a protective order or take other action that the Company deems appropriate. If the disclosure of such information is required in the opinion of Recipient’s counsel, Recipient may disclose without liability under this Agreement only the part of the Evaluation Material that is required to be disclosed and Recipient will use reasonable efforts, at the Company’s expense, to obtain confidential treatment therefor.

5. No Representation or Warranty. Recipient acknowledges that neither the Broker nor the Company has made (and neither of them will make) any express or implied representation or warranty as to the accuracy or completeness of the Evaluation Material. Recipient agrees that neither the Broker nor the Company shall have any liability to Recipient or its Representatives resulting from their use of the Evaluation Material, other than as set forth in a definitive agreement, if any, with respect to a Transaction. Recipient further agrees that Recipient is not entitled to rely on the accuracy or completeness of the Evaluation Material and that Recipient will be entitled to rely solely on the representations and warranties that may be included in the definitive agreement, if any, with respect to a Transaction, subject to the limitations and restrictions contained therein.

6. Termination of Discussions or Negotiations. Recipient and the Company agree that no contract or other agreement with respect to a Transaction shall be deemed to exist between Recipient and the Company unless and until a definitive agreement with respect thereto has been executed and delivered. Recipient acknowledges that the Company reserves its right, in its sole discretion, to reject any and all proposals made by Recipient or on Recipient’s behalf with regard to a Transaction, and to terminate discussions and negotiations at any time and for any or no reason.

7. Return or Destruction. If Recipient determines not to proceed with a Transaction, or, if at any time the Company so requests, Recipient will (and will instruct its Representatives to) promptly return to the Company or destroy (and, if requested, certify as to the destruction of) all copies of Evaluation Material provided to Recipient or its Representatives and any other written material containing or reflecting, or generated from, any information in the Evaluation Material, including, without limitation, all analyses, compilations, forecasts, studies or other documents prepared by Recipient or its Representatives. Notwithstanding the return or destruction of the Evaluation Material, Recipient will continue to be bound by its obligations under this Agreement during the term of this Agreement.

8. Restrictions. Recipient shall not communicate directly with any owners, directors, officers, managers or employees of the Company without the prior written approval of the Broker or the Company. Recipient agrees that for a period of one year from the date of this Agreement, Recipient will not, directly or indirectly, solicit for employment or hire any officers, managers or employees of the Company who became known to Recipient in connection with its consideration of the Transaction, provided that the foregoing provision will not prevent Recipient from engaging in a general solicitation of employment not specifically directed towards officers, managers or employees of the Company.

9. General Provisions. This Agreement shall inure to the benefit of and be binding upon the parties’ respective successors and assigns; provided that Recipient shall not assign this Agreement without the Company’s prior written consent. This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all previous agreements, written or oral, relating to the subject matter hereof. No amendment, modification or discharge of this Agreement, and no waiver hereunder, shall be valid or binding unless set forth in writing and signed by each party. Any such waiver shall constitute a waiver only with respect to the specific matter described in such writing and shall in no way impair a party’s rights in any other respect or at any other time. Each party also

NO

N-DISCLO

SURE A

GREEM

ENT

8 Business Profile

agrees that no failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege under this Agreement. The Company reserves the right to seek equitable remedies and Recipient acknowledges that a breach of this Agreement may cause the Company irreparable harm that cannot be adequately compensated with damages. The Company shall be entitled to seek specific performance and injunctive or other equitable relief as a remedy for any such breach, without proof of damages and without posting any bond.

10. Execution. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

11. Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to its conflict of laws principles or rules to the extent such principles or rules would require application of the laws of another jurisdiction. In the event of any litigation arising hereunder, each party agrees to submit to the exclusive jurisdiction of courts of the State of Illinois and of the United States located in the City of Chicago, waiving any objection that such venue is inconvenient.

12. Term. This Agreement shall terminate on the fourth (4th) anniversary of the latest date indicated below or on which a party executes this Agreement.

IN WITNESS WHEREOF, the parties or their duly authorized representatives have executed this Non-Disclosure Agreement as of the date(s) indicated below. EBIT ASSOCIATES, LTD. ENTITY RECIPIENT NAME: By:___________________________________ By: Name:____________________________ Name:__________________________________ Title:_____________________________ Title:___________________________________ Date:_____________________________ Date: INDIVIDUAL RECIPIENTS: ______________________________________ Name:____________________________ Name: Date:_____________________________ Date:

PERSO

NAL FIN

ANCIAL STATEM

ENT

9 Business Profile

CO

NTACT IN

FORM

ATION

Contact

Business Profile

MEMBER: ALLIANCE OF MERGER & ACQUISITION ADVISORS (AM&AA) MEMBER: MIDWEST BUSINESS BROKERS INTERMEDIARIES (MBBI) MEMBER: MERGER & ACQUISITIONS SOURCE ASSOCIATION (M&ASOURCE)

EBIT Associates, Ltd. 117 S. Cook Street #212

Barrington, IL 60010

Phone: +1 847 566 0500 Fax: +1 847 566 0100

[email protected] www.ebitassociates.com

EBIT Associates, Ltd. Specializes in providing M&A services to the lower middle market, corporate finance and corporate growth alternatives. The client pays EBIT’s fees, and neither the client nor EBIT

will pay fees to any third party without a written agreement. EBIT Associates, Ltd. is registered with the

Illinois Securities Department.

10

Name: Todd Cushing Title: Principal EBIT Associates, Ltd. Phone: +1 847 566 0500 ext. 201 Email: [email protected]

813 north waukegan road - deerfield, il 201 north buffalo ... · deer˜eld chiropractic north shore...

Documents