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U N D E R S TA N D I N G YO U R VA L U E & P R E PA R I N G F O R A M E R G E R , A C Q U I S I T I O N O R J O I N T V E N T U R E NOVEMBER 2019 54 Chapel Street, Charleston, South Carolina 29403 | info@belaygroup.com T H E B E L


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U N D E R S TA N D I N G YO U R VA L U E & P R E PA R I N G F O R A M E R G E R , A C Q U I S I T I O N O R J O I N T V E N T U R E

NOVEMBER 2019 54 Chapel Street, Charleston, South Carolina 29403 | info@belaygroup.com

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Agenda For Today

T H E B E L A Y G R O U P

O v e r v i e w o f T h e B e l a y G r o u p H o w C o m p a n i e s Ar e Va l u e d P r e p a r i n g f o r A M e r g e r, Ac q u i s i t i o n , o r J o i n t Ve n t u r e

I. II. III.

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T H E B E L A Y G R O U P

I Overview of The Belay Group

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The Belay Group’s Healthcare Practice

T H E B E L A Y G R O U P

High-Touch Solutions

More than two decades of collective senior banker focus

  • n advisory services to middle market companies

seeking strategic and M&A advisory

Client-Driven

Strong devotion to making sure our client’s interests are strategically planned and achieved

Healthcare-Focus

Solely dedicated to strategic advisory for middle market, healthcare service and HCIT companies

PRACTICE OVERVIEW THE BELAY TEAM

MIDDLE MARKET HEALTHCARE ADVISORY

Headquartered in Charleston, SC

  • 10+ years of healthcare services transaction experience
  • Founded The Belay Group
  • University of Georgia, Masters in Accountancy (honors)
  • Primarily responsible for deal leadership, development of

process structure, engagement with potential buyers, and negotiation of transaction documents

  • 8+ years of healthcare services transaction experience
  • Joined The Belay Group in 2016; previously at Lazard
  • Vanderbilt University, MBA
  • Primarily responsible for oversight of process and

implementation, engagement with potential buyers, and management of due diligence process

  • 5+ years of healthcare services transaction experience
  • Joined The Belay Group in 2017; previously at Lazard
  • Kenan Flagler Business School – UNC Chapel Hill
  • Primarily responsible for financial analysis and M&A

modeling, preparation of marketing materials, and management of data room and diligence requests Marc Anderson Managing Director Hunter Atkins Director Matt Schembri Associate

OVERVIEW OF THE BELAY GROUP

I

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Leading Healthcare Focused Investment Bankers

T H E B E L A Y G R O U P

The Belay Group was founded on the belief that today’s middle market businesses and their owners desire a unique, experience-based advisory approach to best address specific needs at transformational points in their life cycle We are experienced entrepreneurs and advisory professionals who work to leverage our deep M&A knowledge, experience, and broad network of contacts to assist each client in achieving their strategic and financial goals We have more than two decades of collective focus on advisory services to lower middle market healthcare companies

Expertise in selling businesses to qualified buyers and achieving significant premiums for shareholders

Sell-Side M&A

Venture capital Private equity Private debt Revolving credit Joint venture

Capital Raise

Expertise in acquiring businesses/competitors

  • n behalf of our clients

with favorable terms

Buy-Side M&A

1 2 3 4

One-Stop Shop

FOUNDING HISTORY ONE-STOP SHOP OFFERING FOR CLIENTS

Belay offers a complete, one-stop shop for businesses and their

  • wners. Whether the need is strategy or consulting, capital for

growth, or to sell or make an acquisition – Belay is here to help!

OVERVIEW OF THE BELAY GROUP

I Operational consulting Business development Growth strategy Valuations & Fairness Opinions

Strategy / Valuations

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Comprehensive Focus Across The Healthcare Continuum

T H E B E L A Y G R O U P

Belay’s service offering spans all aspects of the healthcare continuum, from provider-based businesses to healthcare IT

Physician Services Pharma Services and Lab Outsourced Services and IT Facilities and Alternative Site

  • Urgent care
  • Physical therapy
  • Dermatology
  • Podiatry
  • Multi-specialty
  • And more!
  • Revenue cycle / EMR
  • Digital health
  • Telemedicine
  • Managed care
  • Healthcare staffing
  • And more!
  • Contract research
  • Contract manufacturing
  • Specialty pharmacy
  • Infusion services
  • Diagnostic laboratory
  • And more!
  • Post-acute care
  • Mental health
  • Specialty hospitals
  • ASCs
  • Home care
  • And more!

Belay pride’s itself on its ability to pivot to individual client needs with the proper craftsmanship to achieve the best outcome

OVERVIEW OF THE BELAY GROUP

I

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With Particular Expertise as the Leading Advisor in the Urgent Care Sector…

T H E B E L A Y G R O U P Source: Includes transactions managed by Belay team members as lead banker while at Belay and predecessor firms.

SELECT URGENT CARE TRANSACTIONS

April 2017 HAS BEEN ACQUIRED BY March 2017 HAS BEEN ACQUIRED BY November 2016 Arizona Operations HAS BEEN ACQUIRED BY July 2016 HAS BEEN ACQUIRED BY November 2014 HAS BEEN ACQUIRED BY August 2013 HAS BEEN ACQUIRED BY July 2012 HAS BEEN RECAPITALIZED BY June 2012 HAS BEEN RECAPITALIZED BY November 2015 Nevada Operations HAS BEEN ACQUIRED BY

1+ dozen Urgent Care specific engagements

~$500 million combined enterprise value in completed transactions

90%+ of engagements successfully completed

BELAY CAPABILITIES

Urgent Care is an integral part

  • f Belay’s franchise
  • One of first banks to research

and identify disruptive forces within urgent care and dedicate intensive focus on cultivating relationships with all stakeholders

  • Constantly in conversations with

the industry’s leading CEOs and management teams

  • Worked with institutional

investors, MCOs, and health systems that are developing practice management strategies

KEY STATS

October 2017 HAS BEEN ACQUIRED BY August 2018 HAS BEEN ACQUIRED BY March 2018 HAS BEEN ACQUIRED BY Undisclosed Buyer November 2018 HAS BEEN ACQUIRED BY December 2016 HAS BEEN ACQUIRED BY HAS BEEN ACQUIRED BY September 2018 OVERVIEW OF THE BELAY GROUP

I

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T H E B E L A Y G R O U P

II How Companies Are Valued

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What Is Valuation?

T H E B E L A Y G R O U P

“Valuing a business is part art and part science.”

  • Warren Buffett

&

HOW COMPANIES ARE VALUED

II

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Summary Of Common Approaches To How A Company Is Valued

Typically a buyer will use a number of factors to build their own projection model and various valuation methodologies to triangulate a value for a business. In healthcare, depending on the party, some will be required to use some industry standards including AICPA and IRS guidance which can cause variations in derived values

T H E B E L A Y G R O U P

Income Approach

FUNDAMENTAL METHODS

Capitalization

  • f Earnings

(Historical)

Asset or Cost Approach

Discounted Cash Flows (Projections) Book Value of Assets Liquidation Value Replacement Value

RELATIVE METHODS

Market Approach

Comparable Companies Market Multiples Comparable Transaction Multiples Market Value (for Quoted Securities)

COMMENTS

Leveraged Buyout Approach

  • Asset Approach: Generally less

applicable to asset-light businesses like ambulatory practices

  • Income Approach: discounted cash flow

analysis

Intrinsic value of the company’s unlevered free cash flow growing into perpetuity

  • Market Approach: comparable company

and precedent transaction analyses

Trading multiples for selected public physician-based companies

Selected precedent M&A transaction multiples for similar target companies

  • Leveraged Buyout Approach: a company

is purchased with a combination of equity and debt, such that the company's cash flow is the collateral used to secure and repay the borrowed money

HOW COMPANIES ARE VALUED

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How A Company Is Typically Valued

T H E B E L A Y G R O U P

Part of Belay’s role is to create a compelling investment thesis and attractive but supportable financial model and educate investors on what the market potential is to enable prospective investors / acquirors to determine a robust valuation Approach Description Assumptions Discounted Cash Flow Or Leveraged Buyout Approach

  • Based on future cash flows expected to

be generated from the business discounted at an estimated cost of capital

  • LBO involves determining

leveragability of Company

  • Heavily driven by historical performance, plausible

projections, and financiability (if LBO) of Company

  • Cost of capital (or discount rate) highly subjective

and often based on investors hurdle rate

  • Need to understand working capital and growth

capital expenditure needs Precedent M&A Transactions

  • Based on selected comparable

financing & transactions with a focus

  • n sector specific data points
  • True comparable pool is often highly

subjective

  • Multiples vary depending on growth

characteristics and size

  • Discounts can apply for control versus minority

investments Public Company Multiples

  • Based on selected comparable public

company trading multiples

  • True comparable pool is often highly

subjective

  • Liquidity discounts associated

HOW COMPANIES ARE VALUED

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Summary Of Common Approaches To How A Company Is Valued

Valuation Approaches Valuation Description

Fundamental Method

INCOME

Discounted Cash Flow

  • Determines the present value of an asset based on the net present

value of projected, future cash flows discounted at an estimated cost of capital Asset (Cost) Book Value (Net asset-value)

  • Equal to total assets minus intangible assets and liabilities

Replacement

  • Replacement cost of assets at current market value

Relative Method Market- based Comparable Company Multiples

  • Compare multiples to businesses of similar size and industry

Precedent Transaction Multiples

  • Compare recent transaction of like or similar companies

Other Methods Liquidation

  • Tangible asset-value for current or potential bankruptcy cases

Price of Recent Investment

  • The initial cost of investment at fair market value today

Accretion / Dilution

  • Earnings effect from acquisition of fully synergized business

Leveraged Buyout

  • Projects the enterprise value based on alternative sources of

funding and required internal rate of return hurdle rates

  • Three generally accepted valuation approaches:

Income Approach: determine value by converting anticipated future economic benefits into a single present value amount

Asset (Cost) Approach: determine value based on the value of the assets net of liabilities

Market-Based Approach: determine a value by comparing the subject to similar businesses, business ownership interests, securities, or intangible assets that have been previously sold

Typically, a buyer will use a number of factors to build their own projection model and various valuation methodologies to triangulate a value for a business

T H E B E L A Y G R O U P HOW COMPANIES ARE VALUED

II

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What Specific Factors Affect Valuation?

There are many factors that affect a Company’s Valuation in addition to the below. How do you compare to your peers or competitors?

T H E B E L A Y G R O U P

Specific Company Risk Factors

+ Decreases Risk (Favorable); - Increases Risk (Unfavorable); = No Net Effect (Neutral)

  • Co. A
  • Co. B
  • Co. C

Risk Components

  • +

+ Size

  • +

+ Scale

  • +

+ Market Competition +

  • =

Location & Aesthetics

  • +

+ Brand Awareness + = = Free Standing Clinics + =

  • Number of Unicorns
  • +

+ Occupational Medicine

  • +

+ Infrastructure = = = Management Skill/Financial Acumen

Specific Company Risk Factors

+ Decreases Risk (Favorable); - Increases Risk (Unfavorable); = No Net Effect (Neutral)

  • Co. A
  • Co. B
  • Co. C

Risk Components = = = Provider Compensation = = = Staff Stability = + = Marketing Investment = +

  • Seasonality
  • +

= Information Technology

  • +

= Social Media Presence

  • +

= Patient Feedback System

  • +

= Ownership Cohesiveness/Integration

  • +

= Payor Concentration + + = Community Outreach

Weaknesses?

HOW COMPANIES ARE VALUED

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Valuations Can and Do Change Overtime

T H E B E L A Y G R O U P

  • Additionally, actions taken by the Fed also augur well for expensive dealmaking. The controller of short-term interest rates has quickly

changed its tune, now likely to refrain from raising them this year

Prolonged levels of lower rates will help GPs mitigate financing costs and allow for richly-priced bids

  • Indeed, as dry powder levels balloon and debt financing remains historically cheap, analysts expect the current trend of EV/EBITDA

multiples comfortably topping 12.0x to endure through the year

TOTAL PRIVATE EQUITY DEAL MULTIPLES BY YEAR

From 2015 to current, private equity deal multiples have increased roughly 2.0x turns, from ~10.0x to 12.0x+ EBITDA

Source: PitchBook

4.9x 5.3x 5.3x 6.1x 6.3x 6.8x 6.8x 7.2x 5.7x 5.2x 5.5x 5.4x 5.5x 5.2x 5.7x 5.2x 5.6x 6.0x 6.0x 6.2x 5.9x 5.8x 6.1x 5.8x 6.1x 6.0x 4.7x 4.4x 4.1x 4.0x 4.5x 4.9x 5.3x 5.7x 4.6x 4.1x 4.3x 4.4x 4.8x 5.3x 5.7x 5.3x 5.7x 5.9x 5.6x 5.9x 5.6x 5.6x 6.1x 5.8x 6.1x 6.4x

9.6x 9.7x 9.5x 10.1x 10.8x 11.8x 12.1x 12.8x 10.3x 9.3x 9.8x 9.8x 10.4x 10.5x 11.4x 10.5x 11.4x 11.9x 11.6x 12.1x 11.5x 11.5x 12.3x 11.5x 12.3x 12.3x

1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 2013 2014 2015 2016 2017 2018 2019 Debt/EBITDA Equity/EBITDA EV/EBITDA

HOW COMPANIES ARE VALUED

II

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And Sometimes Size Matters

T H E B E L A Y G R O U P

GENERAL MULTIPLES BASED ON ACQUISITON OF VARIOUS SIZE URGENT CARE OPERATORS

While there are a number of factors that drive valuation, in multi-site healthcare, size has historically played a big part in valuations

Source: BG Research

Small Medium Regional Regional / National ?x 10x 8x 10x 5x 6x 4x 2x 18x 15x 12x 9x 6x 3x 21x Typical Urgent Care EBITDA Multiples

1-3 Centers 4-6 Centers in similar geography 7-10 Centers in attractive geography 10+ Centers quickly growing with strong

  • perating metrics

HOW COMPANIES ARE VALUED

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T H E B E L A Y G R O U P

IV Preparing for a Merger, Acquisition or Joint Venture

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T H E B E L A Y G R O U P

Understanding Your Markets and Potential Value Drivers

There are two primary buyer classes, which include strategic and financial buyers

  • Each buyer class possess their own strengths and weaknesses, and present unique opportunities to sellers

Valuation Thesis Value Proposition Partner Type Strategic Buyer

Synergized Earnings Revenue Synergy Cost Synergy Financial Synergy Earnings Based on a Required IRR

Financial Buyer

Cost Synergy Growth Capital Mgmt Team

TRANSACTION PREPARATION

Synergy / IRR / Strategic

Merger or Joint Venture Partner

Financial Synergy Growth Opps Mgmt Team

III

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T H E B E L A Y G R O U P

Strategic M&A Vs. Joint Ventures Vs. Financial Buyer M&A

Contracts Operation Period Assignment Of Benefits And Risks Governance Corporate Culture Strategic Alignment Strategic M&A Financial M&A Flexible - Strict Limited to Not-limited Proprietary Single governance Varies depending on business plan of acquirer Varies depending on business plan of acquirer Strict Not-limited Proprietary Governance by a single management Unify into a single corporate culture Transition to regular operation and monitoring Varies depending on business plan of acquirer Single-leadership planning Joint Venture Flexible Not-limited Shared Shared Governance Cooperation amongst business partners Periodic evaluation of performance and review of alliances Collaboration and co-creation

TRANSACTION PREPARATION

III

Management

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T H E B E L A Y G R O U P

Typical Transaction Approaches

RISK-ADJUSTED VALUE SPEED MANAGEMENT TIME CONFIDENTIALITY COMMENTS DESCRIPTION MERGER / JOINT VENTURE Most Favorable Least Favorable

  • Most valuable when no clear front-

runner(s) exists

  • Potential for spike bid if non-

traditional buyer emerges

  • Ideal for “platform” investments
  • May increase disruption to business

and management

  • Wide range of potential buyers,

strategic and financial CLOSED NEGOTIATIONS

  • Negotiation process with one or two

buyers, usually a strategic

  • Most effective when strong pre-

emptive interest is expressed by credible parties

  • Can quickly lose negotiating power
  • May uncover issues that are limited to

small buyer universe and then resolved prior to broader market knowledge

  • Potential for accelerated timeline, but

may compromise certainty to close TRADITIONAL PROCESS

  • Focused on a strategic parties who

either lack capability or seeking new markets

  • Potential for greater long-term value

by merging with similar sized

  • perator in region
  • Potential for both parties to realize

significant synergies and competitive stature in market

  • May limit future exit optionality

depending on rights of JV / merger partner

− TRANSACTION PREPARATION

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T H E B E L A Y G R O U P

BUYOUT TRANSACTION MAJORITY TRANSACTION JOINT VENTURE / MINORITY TRANSACTION

  • Purchase of 100% of the Company

− Either asset or stock deal

  • Results in no residual ownership by the

sellers

  • Often results in a buyout premium
  • Commonly utilized by strategic acquirers
  • Purchase of >50% of the Company

− Either asset or stock deal − Either growth transaction or

recapitalization (i.e., seller receives proceeds)

  • Residual ownership by the sellers
  • Commonly utilized by financial buyers
  • Purchase of 50% to <50% of the Company

− Either asset or stock deal − Either joint venture, growth transaction

  • r recapitalization (i.e., seller receives

proceeds)

  • Residual ownership by the sellers
  • Commonly used by strategic JV partners.

Occasionally utilized by financial buyer

FACTORS BUYOUT MAJORITY JV / MINORITY MERGER

Full Enterprise Valuation ✓ ✓ Negotiated Equity from Purchaser to Management Team ✓ Negotiated Restrictions on Activities (minority governance controls) ✓ Negotiated Current Ownership Retains Control ✓ Negotiated Cash Off the Table $$$ $$ $ Negotiated Current Ownership Participates in Future Profits ✓ ✓ Negotiated Experienced Partner with Growth Resources ✓ ✓ TBD

Typical Transaction Types and Issues to Consider

Depending on the parties and proposals pursued, several deal structures could emerge. Below is a comparison as to the differences in a buyout, majority and JV / minority transactions

TRANSACTION PREPARATION

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T H E B E L A Y G R O U P

Who Can Help?

Running your business is a full-time job, and a transaction process can often take just as much effort to be successful – from preparing financial reports, to marketing your business, to organizing contracts / legal documents, to understanding deal implications, amongst many other moving parts necessary to effect a deal. Leveraging experts can often be the difference between success and lots of wasted effort

TRANSACTION PREPARATION

III

Legal Advisor Accounting & Tax Advisor M&A Advisor

M&A Advisor

  • Selling a business is a true

process with somewhat standard steps with someone needed to keep it all on track

Accounting & Tax Advisor

  • Having a strong grasp on your

financials is absolutely necessary, and understanding tax implications can drive value

Legal Advisor

  • Necessary evil☺. Somebody

has to make sure all of your past, present, future interest are protected, and you know what you are signing

Winning Team!

Where to Find? Who & Why?

  • Recommendations from peers,

accountants, or lawyer

  • Ask your vendors too
  • Maybe you already have one. If

not, recommendations from M&A advisor, legal advisor, peers or friends

  • Maybe you already have one. If

not, recommendations. If so, ensure they are familiar with transactions and in particular healthcare transactions

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T H E B E L A Y G R O U P

Keys To A Successful Transaction

A successful transaction is predicated on the seller being prepared, focusing on the key value drivers, having its “house in order” and operating as if you will own the business forever

Team - In most cases tenure and commitment are typically attractive to buyers. While most sellers want to keep a pending company sale confidential, it’s important to quietly identify key team members to participate in process.

05 06 01 02 03 04

Emphasize Growth and Opportunities – Buyers or Partners rarely invest in stagnant

  • businesses. Steady growth,

stable track record, or unique initiatives attract attention. Focus on Profit – Earnings multiples are typically the major value indicator. Selling more, spending less, belt-tightening all drive higher sales prices. Update Systems – Make sure your financial and operating systems are up to date, accurate and scalable. Maximize Timing – Market timing can optimize the value. Low interest rate environments, large capital bases in public and private markets and favorable business cycles can make a major difference in the value you receive. Plan to Own Forever – No one can predict the “best” time to sell. And every transaction is hard no matter how favorable the conditions or attractive the

  • company. Manage your business

and process “as-if” you will own it forever and you will make the right decisions.

Key Value Drivers

TRANSACTION PREPARATION

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T H E B E L A Y G R O U P

How You Should Think About Approaching a Strategic or JV Process

Team Culture Strategy Operating Model Synergies Building the Foundation Effecting the Change Are the team members aligned? What is the status quo and what is the desired future? What are the joint ambitions and strategic priorities? Is there a new operating model? What is it? Are there any? If so, what are the short- term and long-term targets? Engage the entire organization and seek feedback Define, communicate and get buy- in from key stakeholders Develop and implement a detailed strategy Design and implement a detailed

  • rganizational structure

Detail, plan and deliver the synergies

TRANSACTION PREPARATION

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  • Conduct roadshows
  • Evaluate options and offers
  • Potentially select potential investor(s) to

work towards closing a transaction Analyze & Value Marketing Strategy

  • Collect data
  • Conduct due

diligence

  • Prepare

marketing materials: Executive Summary (ES) and Confidential Information Memorandum (CIM)

  • Prepare internal

preliminary valuation

  • Select and

prioritize potential acquirers

  • Develop

approach for calling

  • Create online

data room (if desired)

  • Prepare

confidentiality agreement (CDA) for distribution

  • Create

management presentation

  • Contact potential

investors and distribute ES

  • Following

execution of CDA, distribute CIM

  • Initial

conversations to expedite investor evaluation

  • Management

calls with potential acquirers

  • First bids due
  • Identify limited

# of parties for additional due diligence

  • Site visits by

potential investor(s)

  • Management

presentations

  • Answer all
  • utstanding

questions

  • Second and/ or

final bids due

  • Identify

potential invesotr(s) to commence negotiations Marketing & First Proposals Additional DD & Final Offers Structure & Negotiations Negotiation & Closing

  • Price
  • Timing
  • Terms /

conditions

  • Ability of

investor to complete transaction

  • Negotiate and

execute definitive agreements

  • Announce

transaction

  • File regulatory

documents

Phase Results

  • Defined strategy
  • Completed internal diligence and

marketing packages

  • Rehearsed and refined pitch
  • Define future operating strategy
  • Negotiate and consummate attractive

lender document / purchase agreement

  • Close deal and begin executing strategy

Process

How to Approach A Typical Traditional Process

T H E B E L A Y G R O U P

1 2 3 4 5 6

TRANSACTION PREPARATION

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T H E B E L A Y G R O U P

Certain Disclosure and Disclaimers

This document is being provided in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with The Belay Group. This document is intended solely for the use of the party to whom Belay has provided it and is not to be disclosed (in whole or in part), summarized, reprinted, sold, redistributed or otherwise referred to without the prior written consent of Belay. All references to “Belay” refer to The Belay Group. The Belay Group does not provide any tax advice. Any tax statement herein regarding any U.S. federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. The research department has the sole authority to determine which companies receive research coverage and the recommendation contained in the coverage. In the normal course of its business, Belay seeks to perform investment banking and other fee generating services for companies. Information presented in this document is for informational, educational and illustrative purposes only. While the information in this document is from sources believed to be reliable, Belay makes no representations or warranties, express or implied, as to whether the information is accurate or complete and Belay assumes no responsibility for independent verification of such information. Facts and views presented in this document have not been reviewed by, and may not reflect information known to, professionals of other Belay business areas, including Belay’s affiliated asset management firm. In addition, the analyses in this document are narrowly focused and are not intended to provide a complete analysis of any matter. Past performance is not necessarily indicative of future performance. Estimates, projections or indications of future performance can be identified by certain statements, such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “plans,” “estimates” or “anticipates” or the negative of those words or other comparable terminology, as well as by statements concerning projections, future performance, developments, events, revenues, expenses, earnings, run rates and any other guidance on present or future periods. Any such statements are forward-looking in nature and involve risks and uncertainties. Any statements of future performance are based on assumptions that might not be realized and a number of factors, including without limitation, the volatility of the securities markets, the overall environment for interest rates, risks associated with private equity investments, the demand for public offerings, activity in the secondary securities markets, competition among financial services firms for business and personnel, the effect of demand for public offerings, available technologies, the effect of government regulation and of general economic conditions on our own business and on the business in the industry areas on which we focus and the availability of capital to us. We are under no obligation to update the information presented in this document or to inform you if any such information turns out to be inaccurate or misleading. The information in this document is not, and is not to be construed as, an offer or a solicitation to buy or sell any securities or any other financial instruments or a recommendation or endorsement to engage in or effect any particular investment or transaction. Moreover, under no circumstances should the information in this document be considered legal, tax or accounting advice or relied upon therefore. The recipient is advised to rely on the advice of its own professionals and advisors for such matters and should make an independent analysis and decision regarding any transaction based upon such advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax

  • structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is

any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. The information in this document is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or for any distribution or use that would subject Belay or its affiliates to any registration requirement within such jurisdiction or country.