M & A Tactics for Success

Sam Johnson Newport Board Group, LLC

Panelists Brian Kerr, Kerr Office Group Jordan Kudler, Legacy Office Solutions Mark Porter, Porter's Office Products Jerry Carrol, THE Office City

A Phased Look at the US Commerce 95% of Total 5% of Total (+/-) <1% of Total 1 - 20 employees 20 - 100 employees More than 100 H E A D C O U N T S

Causes of No Man’s Land - the “Four M’s” Market – Misalignment of VP Model – Inability to Scale Profit Loss Management – Loyalty /Performance Money – Control & Lack of Access No Man’s Land

Three Mindsets… Buy, Sell or Hold? Which are you?

Buy, Sell or Hold - Key Considerations... Impact of the “4-Ms” – money, management, model & marketing alignment? Succession planning? Why are you considering a transaction - elements considered most valuable by buyers /sellers? Know how to establish a firm’s value/worth? Value acceleration & transaction/capital market readiness? Structuring the “Deal”? Hidden traps – pre/post merger integration ? How to conduct appropriate due diligence?

Buyer Side Thinking…. Why the acquisition/merger was considered – factors considered most important & valuable. Being ready to acquire - transaction / capital market readiness. Targeting - what they looked for and how they found it. How the target’s value was established. Due diligence - what, how and who. Structuring the “deal.” Hidden traps - mitigating pre/post-closing risk. Post Merger Integration (PMI): culture, operations, systems, management, marketing, processes, etc.