August, 2015

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An Overview

}  What is today’s marketplace? }  What are valuation trends? }  Deal Structure }  What are the steps? }  Do’s and Don’ts! }  How do you measure success?

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}  Vibrant, robust }  Lots of Buyers and Sellers }  Seller Motivations ◦  Ownership Transition/Leadership Succession FAILURE ◦  Fund growth, geographic expansion, service

offerings ◦  Unsolicited Offer

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}  Buyer Motivations ◦  Geographic Expansion ◦  Expand Services ◦  Public Company growth in earnings ◦  Diversification

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}  Creeping upward ◦  Multiple of EBITDA, as adjusted – WHICH EBITDA? ◦  Questions of sustainability ◦  How do Buyers protect against drop off in EBITDA,

Sellers who leave? ◦  Earnouts, Liquidated Damages.

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}  Asset Purchase vs. Stock Purchase }  Payment of Purchase Price ◦  50% in cash ◦  50% in 3-4 year note

}  Deliverables by Seller ◦  Target Book Value/Working Capital ◦  Collection of Target Deliverable

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}  Employment Agreements }  Clawback Purchase Price if Sellers leave early }  NonCompetition Agreements ◦  How long?

}  Indemnification }  Prior Acts Insurance }  Buyer’s Stock

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}  Determine Motivation/Goals }  Assemble Internal/External Team }  Search for Partner }  Key Discussion Points

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}  Preliminary Due Diligence }  Letter of Intent }  Due Diligence }  Transaction Documents }  Employment Agreements

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}  Closing }  Integration

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}  Use Intermediaries and Advisors }  Seek Compatible Culture }  Address Issues ◦  Unproductive principals ◦  Unproductive offices ◦  Percentage Completion of Contracts ◦  Software Licenses ◦  Due Diligence findings

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}  Buyer motivation }  Seller motivation }  Measurement Points

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George E. Christodoulo, PC Lawson & Weitzen, LLP 88 Black Falcon Avenue

Boston, MA 02210 617-439-4990 617-439-3987

gchristodoulo@Lawson-Weitzen.com