ebit market overview

EBIT Associates, Ltd. Overview and Market Experience

This informa,on contained is of a confiden,al nature and is intended for the exclusive use of the persons or firm to whom it is furnished by us. Reproduc,on, publica,on, or dissemina,on of por,ons hereof may not be made without prior approval of EBIT Associates, Ltd.

Corporate Office: Chicago, IL

Regional Office: Waverly, IA

InternaDonal Office: Jiangsu Province, China

Regional Office: Jensen Beach, FL

The best price. The best terms.

Regional Office: Wichita Falls, TX

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Table of Contents

1.  EBIT Associates Overview

2.  Selected Industry Experience

3.  Selected Professional CredenBals

SecDon Title

3

SecBon 1 EBIT Associates Overview

IntroducBon to EBIT Associates

•  EBIT, a leading Illinois-‐registered, lower middle-‐market investment bank headquartered in Chicago, Illinois with offices in Iowa, Florida and China.

•  We provides financial advisory services to lower middle market companies throughout the world, supporBng client needs principally in the areas of merger and acquisiBons advisory, valuaBons, financial restructurings, and capital. EBIT is also members of several associaBons, exclusive global organizaBons of leading merger and acquisiBon advisory firms

•  We have advised clients for more than 15 years and have a proven track record in the areas of:

Delivering Value Since 1999

•  Aerospace •  Business Services •  Consumer, Food & Retail

•  Energy •  Engineering Services •  Healthcare •  Hospitality •  Industrials

•  Infrastructure Services & Materials

•  Media & Telecom •  DistribuBon •  Technology •  TransportaBon & LogisBcs

•  Manufacturing

1999 Founded to provide high-‐quality lower middle market M&A services.

1999-‐2007 EBIT obtains success in selling over 40 companies in a broad array of industries.

2007 Mr. Cushing named President of Midwest Business Brokers Intermediaries (MBBI).

2010 EBIT becomes a cerBfied machinery & equipment appraiser.

2011 Established office in Iowa and China with the addiBon of Managing Director Paul Klinge.

2012-‐2014 Established office in Florida with the addiBon of Managing Director Jim Johnson and Zeeshan Salehjee.

2015 Established office in Texas with the addiBon of Business Tax/Exit Planning Director Monty Walker and Strategic Growth Consultant Ted Humphrey.

Who We Are: Chicago’s most acBve lower middle market services firm with more than

5 Offices

Serving clients globally in North America, Europe, and Asia with

$1-‐250M Revenue Range

Maximizing value on both sides of the transacBon

4 SecBon 1 -‐ EBIT Associates Overview

Leading Middle Market Investment Banking PracBce EBIT Associates’ investment banking pracBce consists of approximately 7 professionals with extensive experience advising lower middle market clients on M&A, capital raising, and financial restructuring transacBons.

• Exclusive Sale TransacBons • Corporate DivesBtures • Leveraged / Management Buyouts

• Buy Side AcquisiBon Advisory • Sell Side AcquisiBon Advisory • Review of Strategic AlternaBves

Mergers & AcquisiDons

• Plans of ReorganizaBon • Lender and Creditor NegoBaBons • Business Plan / Debt Capacity Analysis

• Debt RecapitalizaBons • Management Buyouts • Minority Equity-‐Led RecapitalizaBons

Financial Restructuring & RecapitalizaDons

• Fairness Opinions • Solvency Opinions • Commercially Reasonable Debt Ops.

• Corporate Financial ConsulBng • Business & Machinery ValuaBons • Dispute Analysis & LiBgaBon Support

TransacDon Opinions & Financial Advisory

Completed over 10 deals in the last 3 years

Currently in market with 5 deals

Advised on over 40 transacBons aggregaBng over $100 million of capital

Top ranked lower middle market recap firm in Chicago

Top ranked provider of machinery valuaBons in Chicago

Rendered over 20 opinions in last 3 years

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Mergers & AcquisiBons Advisory Services EBIT Associates is a leading provider of M&A services to family-‐owned, private middle market companies across a wide range of industries.

Key Services •  Exclusive Sale Assignments −  Control TransacBons − Management and Leveraged Buyouts

−  Corporate Spinoffs and Divestures •  Buy Side AcquisiBon Advisory •  Sell Side AcquisiBon Advisory •  Joint Venture Structuring

Highlights •  Experience across a broad array of industries •  Over 5 dedicated Managing Directors in the U.S. and China

•  Completed over 10 M&A transacBons in the past three years with an aggregate deal value of over $75 million

Selected TransacDons

SecBon 1 -‐ EBIT Associates Overview

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TransacBon Opinions & Financial Advisory Services EBIT Associates is a leading independent provider of fairness opinions, solvency, and machinery and equipment opinions.

Key Services •  Fairness Opinions − AcquisiBons and Divestures −  Leveraged Buyouts − Going-‐Private TransacBons

•  Solvency Opinions •  Machinery & Equipment Opinions

Highlights •  Dedicated professionals with a broad range of industry sector experience

•  Thorough, imparBal advice throughout every stage of a transacBon

•  Independence minimizes conflicts of interest


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Due Diligence Advisory Services Integrated service offering throughout the deal process, including: Deal Data Room/Cloud, Due Diligence, Deal Sourcing, Business IncenBves, ValuaBon, and Post TransacBon Services.

Key Services Highlights

•  Historical Financials & Structuring − Quality of Earnings / Free Cash Flow − AccounBng Policies & Principles − Working Capital Trends

−  Financial ReporBng Personnel & Systems

−  Industry Analysis & Benchmarking to

CompeBtors

•  ProjecBons −  IdenBficaBon, TesBng, ValidaBon of Key ProjecBon AssumpBons

− Quality of Backlog Analysis −  Projected Capital Expenditure Analysis

•  Experienced professionals with the ability to evaluate the funcBonality, scalability and capabiliBes of key systems

•  Independence minimizes conflicts of interest

•  Development of efficient acquisiBon structures and exit strategies


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EBIT Associates has one of the broadest private equity coverage efforts in the lower middle market, acBvely covering approximately 3,000 private equity firms worldwide.

Selected Private Equity RelaDonships

Broad Access with Private Equity Community


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Strong RelaBonships with Leading Providers of Capital EBIT Associates’ professionals have completed deals with and/or worked with nearly all of the leading providers of debt and equity capital to lower middle market companies.

Selected Capital Provider RelaDonships


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Points of DifferenBaBon

Experience

Commitment

Global Reach

Industry Focus

• One of the most acBve lower middle market M&A, capital raising, and valuaBon advisors

• Professionally accredited, highly intelligent professionals focused on delivering value

• 15-‐year experBse focused on providing high quality advisory services to lower middle market companies

• Senior management involvement throughout the transacBon process • Consistent growth within the Investment Banking pracBce

• InternaBonal office staffed with dedicated EBIT Associates professionals • Offer a global approach when advising middle market clients with direct access to foreign investors and buyers

• ConBnued expansion of internaBonal presence and global footprint • AcBve coverage of a wide range of industries and end markets • RelaBonships with many of the most acquisiBve companies and private equity firms • Client base includes over 3,000 private equity funds and thousands of closely held middle market companies


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The M&A Process

AcDviDes

DuraDon

Deliverables

Risks

SeZng expectaDons Discuss client goals and M&A process

•  Discuss seller’s goals (personal, professional)

•  Obtain high-‐level company data

•  Analyze capital structure •  Determine normalized income

•  Discuss value range •  Review process with seller •  Discuss confidenBally needs

•  Start engagement

Create markeDng materials

Structure, NegoDate & Close TransacDon

Market the Business Review term sheet

•  Gather business informaBon

•  Research & idenBfy buyer types

•  Prepare “teaser”, deal book, (offering memorandum)

•  Open EBIT Data Room to seller

•  Contact various buyer types to facilitate a private limited aucBon

•  Qualify buyers •  Preliminary negoBaBons of price and terms with buyers

•  Receive & review LOI’s / Term Sheets from buyers

•  Due diligence by selected buyer •  Respond to data requests (Seller)

•  Structure the transacBon •  Address buyer’s financing issues

•  Address value percepBon issues for Buyer

•  Create draos and schedules for final agreements

•  Calculate pro-‐raBons and final closing amounts

2 – 4 weeks 4 – 8 weeks 6 – 12 weeks 16 – 24 weeks

Engagement iniBated Professionally packaged markeBng materials

•  Qualified buyer list •  Baseline pricing determined

•  LOI’s received •  Final buyer selected

Open EBIT Data Room to buyer

UnrealisBc price expectaBons

IdenBfying trends, buyer categories, etc. which could impact the markeBng materials & process

Prices offered may not match seller expectaBons

•  Issues arising from due diligence process

•  Buyer financing issues •  NegoBaBng issues


12 12

EBIT Associates Industry VerBcals

Aerospace & Defense

Business Services

ConstrucBon & Engineering

Consumer Products &

Retail

Financial Services

• Components • Manufacturing • Assembly, Design and IntegraBon

• Defense • DistribuBon and LogisBcs

• MRO • Ground Handling

• Commercial Services

• Franchising • Human Capital • LogisBcs • MarkeBng Services

• Professional Services

• Architecture • ConstrucBon Management

• Engineering Services

• Consumer Products

• Retail • Restaurants • TexBles and Luxury Goods

• Distributors

• Commercial Banks

• Insurance • Back Office Technology

SecBon 2 Selected Industry Experience

13 SecBon 2 -‐ Selected Industry Experience

EBIT Associates Industry VerBcals

Food & Beverage

Healthcare & Life Sciences Industrials Media Technology

• Food Products • Beverages Distributors • Food Distributors

• Healthcare Services

• Healthcare FaciliBes

• Managed Care • Medical Technology

• Medical Supplies • Biotech • PharmaceuBcals

• AutomoBve • Building Products • Industrial Machinery

• Metals • Chemicals • Paper Products • PlasBc Products

• BroadcasBng • Cable Networks • Entertainment • Music • Publishing • Sports

• Hardware • Sooware • Semiconductors • CommunicaBons • Enterprise Networking

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SecBon 3 Selected Professional CredenBals

Todd Cushing

As a Principal at EBIT Associates, Mr. Cushing focuses on mergers & acquisiBons, private placements of debt and equity, and financial restructurings in a variety of industries

Prior to founding EBIT Associates, Mr. Cushing was VP of Sales and MarkeBng at Sound of Music, Ltd., a satellite communicaBons business. He played a key role in generaBng over $1.1 million in EBITDA for the company prior to being sold to Muzak CorporaBon.

In addiBon to his leadership role at EBIT, Mr. Cushing serves on three company boards, and is the past president of Midwest Business Brokers and Intermediaries (MBBI). Mr. Cushing and his wife serve together at their church as premarital mentors.

Mr. Cushing’s M&A and professional designaBons include:

•  CerBfied Merger & AcquisiBon Advisor, Alliance of Merger & AcquisiBon Advisors

•  CerBfied Business Intermediary, M&A Source AssociaBon

•  CerBfied Business Intermediary, InternaBonal Business Brokers AssociaBon

•  Senior Business Analyst

•  Financial RecasBng Consultant •  Business Transfer Specialist

•  CerBfied Machinery & Equipment Appraiser (CMEA)

Founding Principal

EBIT Associates, Ltd. Chicago +1 847 566 0500 [email protected]

15 SecBon 3 -‐ Selected Professional CredenBals

Scoq Miller

As a Principal at EBIT Associates, Mr. Miller focuses on mergers & acquisiBons, private placements of debt and equity, and financial restructurings in a variety of industries.

A professionally trained engineer, Mr. Miller has over 25 years of experience in engineering, construcBon contracBng, land development, and markeBng of sales of commercial commercial / industrial properBes and buildings. He has personally directed or managed over 100 developments directly for end-‐users, working closely with managers and owners for acquisiBons through the conceptual stage of design and development, right on through delivery of final occupancies and post development services.

Mr. Miller also has extensive experience in leasing, sales, financial analysis, project management and purchasing for mulB-‐million dollar commercial / industrial projects. Mr. Miller’s technical training, sales, and organizaBonal skills leads to reliability and accountability, and provides an invaluable resource to help business owners achieve results and reach their goals, especially when dealing with the complexity of high-‐tech industries and meeBng Bme schedules.

Mr. Miller’s M&A and professional designaBons include:

•  Professionally Trained Engineer

•  Financial RecasBng Consultant

•  Business Transfer Specialist

Principal



Paul Klinge

As a Managing Director at EBIT Associates, Mr. Klinge focuses on mergers & acquisiBons, strategic consulBng, private placements of debt and equity, and financial restructurings in a variety of industries. Mr. Klinge currently runs EBIT’s China office.

Mr. Klinge brings over 35 years of experience in community development, mergers and acquisiBons, manufacturing and sales. Prior to joining EBIT, Mr. Klinge was the founder and president of The Lincoln Group, Inc., a business intermediary firm located in Northeast Iowa. Prior to this, Mr. Klinge was involved in community and industrial development as ExecuBve Director of the Waverly Chamber of Commerce. He has also been involved in three business start-‐ups in manufacturing, computer sooware and retail clothing, and served as the Midwest MarkeBng Director for EDT CorporaBon, a manufacturer of bearings for harsh environments and then as VP of MarkeBng for Tolemac, Inc., a developer of administraBve sooware for higher educaBon.

Mr. Kling’s M&A and professional designaBons include:

•  Licensed Real Estate Broker, Iowa

•  CerBfied Business Intermediary, InternaBonal Business Brokers AssociaBon

•  CerBfied Business Counselor, InsBtute of CerBfied Business Counselors

•  Senior Business Analyst

•  CerBfied Machinery & Equipment Appraisal

Managing Director

EBIT Associates, Ltd. Jiangsu Province, China +1 847 566 0500 [email protected]

SecBon 3 -‐ Selected Professional CredenBals 17

Richard Cushing

As the Business Development Director at EBIT Associates, Mr. Cushing focuses on developing relaBonships with companies and private investors throughout North America.

Prior to joining EBIT Associates, Mr. Cushing was founder and president of Sound of Music, Ltd., a satellite communicaBons business. Before becoming a successful business entrepreneur, Mr. Cushing was a regional manager for 3M.

Business Development Director



Jonathan Johnson

Associate Director


Jonathan Johnson

As an Associate Director at EBIT Associates, Mr. Johnson focuses on mergers & acquisitions, strategic consulting, private placements of debt and equity, and financial restructurings in a variety of industries.

Prior to joining EBIT Associates, Mr. Johnson served as a pilot operating throughout North America for United Airlines.

Associate Director


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As an Associate Director at EBIT Associates, Mr. Johnson focuses on mergers & acquisiBons, strategic consulBng, private placements of debt and equity, and financial restructurings in a variety of industries. Prior to joining EBIT Associates, Mr. Johnson served as a pilot operaBng throughout North America for United Airlines.

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Zeeshan Salehjee

Associate Director


As an Associate Director at EBIT Associates, Mr. Salehjee focuses on mergers & acquisiBons, strategic consulBng, private placements of debt and equity, and financial restructurings in a variety of industries. Prior to joining EBIT Associates, Mr. Salehjee worked in the insurance and risk management industry. Before this he worked for CiBgroup as a relaBonship manager for internaBonal business. Mr. Salehjee served and has advised clients across a variety of industries including manufacturing, technology, retail, construcBon, media , R&D, healthcare , financial services, Clinics/ health care centers, and more.

SecBon 3 -‐ Selected Professional CredenBals

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Ted Humphrey

Strategic Growth Consultant



As a Strategic Growth Consultant at EBIT Associates, Mr. Humphrey helps sell-‐side clients maximize shareholder value through profitable growth, and helps buy-‐side clients idenBfy acquisiBon strategies to fuel sustainable business growth.

For the past 16 years, Mr. Humphrey has been bringing sustainable business growth to middle-‐market firms, venture-‐backed start-‐ups, and Fortune 500 companies through the applicaBon of customer and market strategy, sales effecBveness, sales force design, organizaBonal change, and sales operaBons. His clients include Standard & Poor’s, ZocDoc, ScrollMoBon, AEGON, Caterpillar, Bright Blue, JBT, Deere, 3M, Capital IQ, Kimberly Clark, U.S. Cellular, Navistar, SoluBa, Telephone & Data Systems, and CiBgroup. Prior to his management consulBng career, Mr. Humphrey worked in the electronics industry in roles of increasing responsibility including sales, sales management, engineering, product development, and business process improvement.

The key to Mr. Humphrey’s proven ability to drive profitable growth is his commitment to focusing on the criBcal intersecBon where strategy, structure, process and people connect. Because the big challenges of organizaBonal life do not fit neatly into any one discipline or domain, Mr. Humphrey helps clients develop and execute soluBons in which a broad range of organizaBonal pieces come together into an integrated whole.

Mr. Humphrey has a Bachelor of Science degree in Engineering from the University of Illinois at Urbana-‐Champaign, and a Master of Arts from Trinity InternaBonal University.

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Monty Walker

Business Tax/Exit Planning Expert Director

EBIT Associates, Ltd. Wichita Falls, TX +1 847 566 0500 [email protected]


As a Business Tax/Exit Planning Expert Director at EBIT Associates, Mr. Walker focuses on the areas of business transacBons, business structuring & design, business tax planning and business exit planning. Mr. Walker supports entrepreneurial clients throughout the country and is recognized by his peer group in the Business Transfer Industry as one of the foremost innovaBve advisors to the lower middle market business owners.

Mr. Walker has a comprehensive business background spanning over 24 years which includes experience in both startups and established enBBes. Mr. Walker spent a significant porBon of his career as an industry CFO in the private sector and he has owned and operated several of his own businesses. Thus, his experience comes from being directly in the trenches.

Mr. Walker is a subject maqer expert for the InternaBonal Business Brokers AssociaBon in the area of business transacBon taxaBon, structuring and planning. He is an approved instructor for the InternaBonal Business Brokers AssociaBon, the Texas AssociaBon of Business Brokers, and the Texas Real Estate Commission. He has authored a tax course on the “Tax ImplicaBons of the Business Transfer” and various other business transfer related seminar topics which he instructs for these organizaBons. Mr. Walker developed and assists business owners throughout the country with a unique holisBc comprehensive planning program called “Entrepreneurial Life Planning”. Due to his background in the area of business planning and business transfers he is ooen referred to by his clients and colleagues as a, “Business TransacBon CPA” . Mr. Walker is a member of the American InsBtute of CerBfied Public Accountants, the Texas AssociaBon of CerBfied Public Accountants, the InternaBonal Business Brokers associaBon, the Texas AssociaBon of Business Brokers and the Society of Financial Service Professionals.

Mr. Walker is a CerBfied Public Accountant, CerBfied Global Management Accountant, CerBfied Business Intermediary

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Contact

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

Click on the link below to find out “Why You Want To Hire EBIT Over Any Other Investment Banking Firm”

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