1. ACEC Texas One-Day MBA

2. Presented by Mike Cauley Principal Consultant / Advisor Morrissey Goodale LLC Mergers & Acquisitions (M&A) Takeaway The story of consolidation in the engineering consulting industry

3. A little about myself… Education General experience and specialty/focus Experience in The Built Environment Mergers and Acquisitions experience

4. Outline for Today 1.Establish the M&A marketplace 2.Why you should care about the M&A marketplace 3.Perspectives from the front lines 4.What you should be doing today and beyond

5. Establish the M&A marketplace

6. Historical global M&A activity

8. Historical domestic M&A activity

9. 2011-2012 domestic selling M&A activity

10. 2011-2012 domestic buying M&A activity

11. Historical Texas M&A activity

12. Historical domestic M&A activity

13. Historical inter-country M&A activity

14. The M&A Market Highlights 1.Heightened activity both domestically and globally 2.Texas contributes heavily to the domestic M&A market 3.The U.S. is not as attractive to overseas buyers 4.The level of in-state deal making is up relative to years past but still not surpassing the amount of growth-focused interstate transactions 5.As the economy turns around, the M&A market will continue to expand

15. Why should you care about the M&A market?

16. Consolidation

17. 2011-2012 Texas M&A activity

19. Why should you care about M&A? 1.Heightens your competition. 2.Can be used to drive shareholder value by adding smart geographic coverage, service lines and/or end markets/clients; increasing market share; increasing scale; and/or yielding cost efficiencies and synergies. 3.Provides an alternative to organic growth. 4.Can be used to satisfy numerous objectives that firm owners contemplating selling may have.

20. Perspectives from the front line

21. Technical Services

22. Market Sectors / End Clients

23. Domestic Regions

24. Deal Pricing

25. Deal Pricing (illustrated)

26. Additional buyer perspectives 1.All things energy and environment…and healthcare, biotechnology and life sciences 2.What have you done for me lately? 3.The umbrella effect 4.Organic growth challenges 5.Going to the coasts, Texas and all things Sun Belt in between 6.Canada, Australia and emerging markets

27. Additional seller perspectives 1.Caught in the middle 2.Traditional ownership transition and capitalization models are being challenged 3.Looking to liquidate investments 4.Looking for a smart way to backup resources 5.Doing right by my staff…for the long-term

28. What should you be doing moving forward?

29. Being a Ready Seller 1.Understand what selling would mean for you and your firm and understand everyones goals. 2.Understand your market position. 3.Have the answers ready before they are even asked. 4.Do not lose focus on your business. 5.If it is not right…

30. Being a Ready Buyer 1.Prioritize your sought after services, markets and regions. 2.Understand the financial implications of doing a deal. 3.Develop an understanding of the options available to you. 4.Be ready to act fast. 5.Whats your story? 6.Know what you are looking for to verify and develop a list of deal breakers. 7.If it is not right…

31. Mike Cauley Principal Consultant / Advisor Morrissey Goodale LLC mcauley@morrisseygoodale.com 480.323.5083 Questions?