1. Positioning Your Company for Sale Presented By: Pierre Villere

2. Positioning Your Company for Sale Why Are Companies Sold? What Do Companies Being Sold Look Like? Family Owned Businesses Partnerships Divisions of Multi-National Companies

3. Positioning Your Company for Sale Reasons: Multigenerational company - Somebody wants out Succession issues Estate Tax issues Division not a good fit/hard to manage

4. Positioning Your Company for Sale The Decision to Sell – The Process Valuation Watch out – you may get what you want to hear Understanding the Value Today vs. Value Tomorrow Hiring an intermediary – does it make sense?

5. Positioning Your Company for Sale So You’ve Decided to Sell Getting Your House In Order What is “Recast EBITDA”? –Net income –Plus interest, taxes, depreciation/amortization –Plus addbacks

6. Positioning Your Company for Sale So You’ve Decided to Sell Addback issues Inventory issues Other “Private Company Expense” issues – The 10-to-1 Rule Preparing the “Book” Records Rumors

7. Positioning Your Company for Sale Who Are the Buyers? In Your Market – Multinationals – Super-regionals – Large local player – Two others like you

8. Positioning Your Company for Sale Where Is The Industry Headed? Consolidation is the keyword

9. Positioning Your Company for Sale The Sale Process Negotiated Transaction vs. Auction Tour of operations/visits with management Negotiating the Letter of Intent – Main purpose is to lay out principle terms of deal – Standstill agreement is key component

10. Positioning Your Company for Sale The Sale Process Definitive Agreements and Due Diligence Audit process Stock vs. asset purchase Employment/Non-Compete Agreements Representations and Warranties Disclosure Schedules Environmental analysis

11. Positioning Your Company for Sale The Sale Process Definitive Agreements and Due Diligence Geological analysis Real estate – title, etc. 360 degree due diligence Timeline

12. Positioning Your Company for Sale The Closing Process Certain items may be renegotiated at the end Emotions run high at the end – keep them in check Keep your eye on the ball – get the deal closed