5/23/17

Language Services Industry Overview – An M&A Perspective

Leo Whitt Senior Investment Banker 312 Walnut Street Suite 3120, 31st Floor Cincinnati, OH 45202 (513) 345-5265 │ [email protected]

Hilliard Lyons

Established in 1854, JJB Hilliard, WL Lyons, LLC is one of the oldest NYSE firms § Privately held financial and investment services firm providing comprehensive wealth Wealth Management Footprint management and business advisory services § Nearly $400 million in equity capital an d $50 billion in client assets § Over 4 0 0 high-production, high-net-worth- focused Financial Consultants § 74 branch offices in 12 states with team based in Louisville and Cincinnati § Ou r services: – Sell-side advisory – Buy-side advisory Branch Lo catio ns Georgia (1) (1) – Fairness Opinions & Business Valuations (2) (4) (13) Oh io (4) – Su ccessio n P lan n ing & Corpo rate Govern ance (21) So u th C aro l i n a ( 2 ) (12) Ten n essee (10) (1) (3)

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Hilliard Lyons Investment Banking: Gl obal Presence

§ Investment Banking transactions touch many w orldwide geographies. § Active sell-side engagements involve clients in China, Japan, India, and the Caribbean. § Foreign Direct Investment demand to the U.S. is of interest to all geographies. § Our affiliation with World Services Group exposes us to a worldwide network of firms focused on cross-border transactions.

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Hilliard Lyons Investment Banking: Gl obal Presence

HLIB is a member of the World Services Group (“WSG”), a global membership association with over 130 legal, accounting and investment banking firms across 115 countries

§ WSG members have the highest professional reputations in their The WSG Membership Footprint communities, and offer an unparalleled depth of knowledge, contacts and practical experience within their representative regions. § As a WSG member firm, Hilliard is able to transparently access members in our network to enhance client services and deliver our clients better results in every transaction.

§ WSG membership provides HLIB a truly global reach and access to international resources, including leading-ed ge d at a an alysis, n ew st r at egic d evelo p men t s an d p r o f essio n al exp er ien ces, an d t h e in -house relationships of other WSG member firms.

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U.S. Middle Market Overview

U.S. M&A Market Overview: Mi ddl e Market Acti vi ty Reflects a Sel ler’ s Market

§ Mod est grow th and an u ncertain p olitical landscape have contributed to lower middle Middle Market M&A Activity market deal flow in terms of the number of transactions in the year 2016. 2,500 $100 Average 2,000 $80 § Valuations have taken a small step down from recent highs, which contributes to the slowdown 1,500 $60 Deal Size as seller s acclimat e t o a n ew p r icing en vir on ment. 1,000 $40 Total M&A Volume 500 $20

§ The average middle market deal size is rising, as - $- private equity investors work with fewer 2009 2010 2011 2012 2013 2014 2015 2016 managers to deploy larger amounts of capital to bigger platform investments in order to better Total Deals Avg Deal Size manage costs. Deal values between $1M to $500M So u rce: S&P C a pi tal I Q

§ The rising number of new private investment firms and highly competitive auctions have contributed to an unprecedented number of private equity buyers competing at the lower end of the middle market, an d oft en at h igher r elat ive valu at ions. § Sustained elevated multiples, competitive auctions, and increasing P E activity in the lower middle market resulted in a seller’s market in 20 15 an d 2 016 , wh ich is exp ected to con tin ue in to 201 7.

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Capital Availability: Cash Reserves & Debt Financing

§ Cash reserves held by non-financial members of the S&P 500 remain near all-time highs. § Managements are under increasing pressure to transform large pools of “minimal-return” cash into positive IRR through share buy-backs, capital investment, and acquisitions.

§ Much of this dry powder will be reinvested through strategic growth acquisitions. § Th e r et u r n o f 3.9x+ average EBITDA lending multiples in 2016 is supporting acquisition growth an d valuations, and has been critical to robust private equity activity.

S&P 500 Constituent Cash Reserves ($B) Average Lending Multiples

5.0x $1,600 3.7x 3.9x 3.9x $1,400 4.0x 3.5x 3.4x

$1,200 3.0x 2.4x 2.7x 3.0x 3.1x $1,000 2.0x 2.6x $800 1.0x $600 1.1x 0.8x 1.0x 0.9x 0.8x 0.0x $400 2012 2013 2014 2015 2016 Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4Q1Q2Q3Q4 2010 2011 2012 2013 2014 2015 2016 Sub Debt Senior Debt Total

Private M&A Transactions in the $10M -$250M value range So u rce: S&P C a pi tal IQ So u rce: GF Da ta Reso urces LLC

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Private Equity Capital Availability

Private equity funds continue to invest historic amounts of “dry powder” § Private equity firms closed a record number of middle market deals in 2015, exceeding 2,000 in total for the second consecutive year. § While the number of middle market PE deals modified in 2016, transaction volumes still place this year’s number of closed deals in the top three since 2006. § Approximately $500B in total private equity “dry powder” and continued access to low-cost senior and subordinated debt capital continues to drive transaction volume.

Private Equity Middle Market Deal Flow Private Equity Middle Market Fundraising

$500 2,500 $150 193 200 2,155 2,159 172 177 168 169 165 164 1,861 1,876 1,908 $400 1,704 2,000 1,469 1,460 117 119 1,284 1,299 $300 1,500 99 94 $75 100 $441 $133 $200 $399 1,000 $118 $121 $125 $352 719 $367 $113 $108 $110 $318 $281 $272 $301 $86 $90 $237 $77 $100 $194 500 $52 $94 $- 0 $- 0 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Capital Invested ($B) # of Deals Closed Capital Raised ($B) # of Funds Closed So u rce: P i tch b oo k So u rce: P i tch b oo k

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Growth in PE-Owned Companies

Comparison of U.S. Public Companies and Middle Market PE-Owned Companies

6,000

5,000

4,000

3,000

2,000

1,000

0 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

U.S. middle market companies owned by PE U.S. publicly traded companies

§ The number of U.S. public companies has declined by 20% since 2004 (5,226 in 2004 to 4,331 in 2016). § The number of U.S. middle market companies owned by PE has increased by 189% since 2004 (1,929 in 2004 to 5,570 in 2016). So u rces: P itch Boo k, Th e Wo rld Ban k

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Private Equity Overview

§ Private equity funds are managed pools of capital dedicated to acquiring privately held companies, providing owners of private companies with opportunities to diversify their net worth and, ultimately, transition out of the business and into retirement § Private equity firms have burgeoned in recent years and now number over 2,500 firms with ap p r o ximat ely $ 4 0 0 b illio n of un co mmit t ed cap ital § As owners, PE firms prefer to act in a partnership capacity –they advise on strategic direction an d r eq u ir e exist in g man agemen t t o r et ain d ay-to-day management responsibilities § Many private equity firms implement “buy and build” strategies and commit additional funds to finance future acquisitions and/or growth initiatives § Most firms will structure transactions with management equity incentives to encourage align ed interests

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Typical Investment Bank/PE Interaction

§ There are over 2,500 PE firms. § In a typical year, we will have interactions with 2,000 of them: – Face-to-face meetings –700 – Solicitation by PE firms to us –1,0 00 – Ou treach th o ugh client en gagemen ts –2,000 – Engagement negotiations leading to IOI or LOI –200+

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Va l ua t i o n U pda t e : Private Equity EBITDA Multiples

§ GF Data Resources, a specialty provider of transaction data and intelligence, maintains a database of closed private equity-sponsored middle market transactions since 2007. § Th is lo w er middle market data reflects a steady valuation uptick since 2010, with valuations remaining at, or near record highs since 2014. § As expected, increasing deal size correlates with EBITDA multiple improvement . § Transaction multiples have been historically steady in the $10M to $25M transaction value range, at 5.5x to 6.0x EBITDA, and currently reside in the high end of that range.

TEV/EBITDA Multiples by Year

Enterprise Value Range 2003-2011 2012 2013 2014 2015 2016 $10M - $25M 5.6x 5.8x 6.0x 5.6x 5.8x 6.0x $25M - $50M 6.2x 6.2x 6.8x 6.6x 6.6x 6.4x $50M - $100M 6.8x 6.7x 6.8x 8.4x 7.8x 7.3x $100M - $250M 7.3x 7.4x 7.5x 7.8x 9.0x 9.0x All Deals 6.2x 6.3x 6.5x 6.7x 6.7x 6.9x

So u rce: GF Da ta Reso urces LLC

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PE Multiples: EV <$25M

Median EV/EBITDA Buyout Multiples by EV under $25M

7x

6x

5x

4x

3x

2x

1x

0x 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 2012 2013 2014 2015 2016

So u rce: PitchBook

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PE Multiples: EV $25-250M

Median EV/EBITDA Buyout Multiples by EV from $25M to $250M

10x 9x 8x 7x 6x 5x 4x 3x 2x 1x 0x 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 2012 2013 2014 2015 2016

So u rce: PitchBook

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PE Multiples: EV >$250M

Median EV/EBITDA Buyout Multiples by EV above $250M

14x

12x

10x

8x

6x

4x

2x

0x 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 2012 2013 2014 2015 2016

So u rce: PitchBook

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5 5/23/17

Language Services Industry Analysis

Notable Recent Activity: Private Equity Involvement

Language Services Industry Shakeup: Private Equity Moving Up market

February 2017

June 2015

February 2015

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Notable Recent Activity: Private Equity Invol vement

Language Services Industry Shakeup: Private Equity Moving Upmarket 1. February 2015 – Clarion Capital acquired Moravia – Moravia, based in the Czech Republic with 250+ employees, provides translation, localization, and testing services. 2. June 2015 – Norwest Equity Partners acquired Welocalize – Welocalize, with 1,000+ employees at 20+ locations around the globe, provides technology localization and translation services for various content and media industries worldwide. – After the June 2015 transaction, Welocalize made three acquisitions in 2016: Adapt Worldwide, Nova Traductors, and Global Language Solutions. 3. February 2017 – H.I.G. Capital acquired Lionbridge Technologies – Lionbridge Technologies, the world’s largest provider in language services with 6,000+ employees, delivers language, content, and testing solutions to c lients worldwide. – The transaction creates added flexibility to accelerate investment in “i n d u s try -leading solutions that benefit clients, translators, and employees,” as well as enables the company to better on long-term goals without burdensome public company reporting requirements and s hort-term s toc k pric e fluc tuations . – Key metrics: Implied Enterprise Value of $435M, EBITDA Multiple of 11.2x, Revenue Multiple of 0.8x. § What does all this mean for the industry? – John Haas of Clarion Capital Partners says, “The announced acquisition of Lionbridge by HIG Capital demonstrates that private equity continues to remain interested in the language services industry, and sees great potential in globalization trends.” – Deal activity at the top of the language services market and the involvement of acquisition-minded private equity set the stage for continued industry consolidation, particularly through add-on acquis itions of s maller providers.

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Notable Recent Activity: The TransPerfect Saga

Unce rtainty Looms for Language Services Industry’s 2ndLargest Company

§ TransPerfect Translations International Inc., the 2nd largest industry player with 3,500+ employees, provides language s ervices and trans lation-related tec hnology solutions § TransPerfect co-founders’ 20+ years of infighting finally boils over: – Bitter Breakup: Hostile, irreconcilable relationship between co- founders and equal partners, Liz Elting and Phil Shawe, led to numerous to attempts at corporate divorce.

– Court-Ordered Sale: “Complete dysfunction” resulted in the court’s 2015 ruling to institute a custodian to oversee the forced sale of the company. Despite Shawe’s appeal, the ruling was upheld in February 2017. – Data Security Breach: In early 2017, it was uncovered that cybercriminals gained access to sensitive employee information through a phishing scheme while the Accounting and Payroll departments were under the oversight of cus todian-appointed consulting firm Alvarez & Marshal. – Class Action Lawsuit: A former employee whose information was compromised in the cyberattack filed a class-action lawsuit in March 2017. Potentially the “tip of the iceberg,” the lawsuit may mobilize dissatisfied employees that were originally opposed to the court’s interference in a solvent company. § The saga continues… Elting continues to push for a sale, while Shawe opposes. No resolution yet. § TransPerfect’s highly publicized senior level discord and unresolved legal issues create great uncertainty for the company’s future as one of the industry’s preeminent independent providers.

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Notable Recent Activity: Strategic Acquisitions of Luz & LanguageLine

High-Profile Acquisitions Taking Place in Languages Services § In addition to this year’s headline acquisition of the industry’s largest provider, Lionbridge Technologies, other significant consolidative activity has taken place in the last 9 months. acquired § Amplexor acquired Sajan – April 2017 (Announc ed) – AMPLEXOR provides Web-bas ed content management s olutions worldwide. Sajan, Inc. provides language trans lation s ervices and technology sol uti ons . – Implied EV of $24.8M, NTM EBITDA Multiple of 13.1x, NTM Revenue Multiple of 0.8x. § RW S Holdings acquired LUZ, Inc. – Fe b ru a ry 2 0 1 7 – RWS Holdings provides patent translations, intellectual property (IP) support, technical and commercial translation, and linguistic validation services globally. LUZ, Inc. provides acquired language translation services for life sciences. – Implied EV of $82.5M, EBIT Multiple of 10.7x, Revenue Multiple of 2.8x. – Andrew Brode, Chairman of RWS Holdings: "Our financial position is robust and the pipeline of further acquisitions is promising. We can, therefore, expect further progress in the second half of the year and beyond.” § Teleperformance acquired LanguageLine Solutions – September 2016 – Teleperformance provides outs ourced multichannel customer experience management services worldwide. LanguageLine Solutions, the industry’s 4th largest provider, delivers acquired language access solutions to customers globally. – Implied EV of $1.5B, EBITDA Multiple of 10.4x, Revenue Multiple of 3.9x.

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Notable Recent Activity: Reorganizations of HPE ACG & SDL

Top Provide rs Unde rtaking Significant Restructuring Activities

§ A few of the industry’s largest companies have reorganized their language translation assets to become “pure play” providers, which may spur even more near-term M& A ac tiv ity .

§ HPE ACG merged with Computer Science Corporation (CSC) – April 2017

– HPE ACG, the industry’s third largest provider, provides international language solutions for applications and content.

– CSC provides information technology services and solutions globally.

– HPE ACG and CSC expect to benefit as a new combined entity due to more focused core competencies in the services area.

§ SDL Reorganization and Divestitures – 2016 & 2017

– SDL, the industry’s 5th largest company, provides trans lation and c ontent management services. The company has refocused on the language sector by divesting a number of non-core assets in 2016 and 2017.

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Public Company Valuations: IT & Language Services

20.0x

17.5x

15.0x 2

12.5x / EBITDA 1 10.0x TEV

7.5x

5.0x

S&P 500 - Information Technology Sector S&P 500 Hilliard Lyons - Custom IT & Language Services Index

1Tot al Ent er pr ise Value ( TEV) = “Takeover value” value, M V Equity + LTD Debt – Cas h 2EBI TDA = Ear nings Bef or e I nt er est , Taxes, Depr eciat ion, & Am or t izat ion § EBITDA multiples for both the IT Language Services Index and the S&P 500 information technology services sector have been consistently higher than broader market multiples over the last five years. § Constituents of Hilliard Lyons’ Custom IT & Language Services Index include RWS Holdings, SDL plc, Sajan, Inc., Honyaku Center Inc., Wistron Information Technology & Services Corporation, Cr e s t e c Inc., and Lionbridge Technologies, which became privately held in February 2017. So u rce: S&P C a p i ta l I Q

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Performance Comparison: Language Services vs. Global Market

250%

200%

150%

100%

50%

0%

-50%

-100% May-16 Jun-16 Jul-16 Aug-16 Sep-16 Oct-16 Nov-16 Dec-16 Jan-17 Feb-17 Mar-17 Apr-17

Keywords Studios Appen Limited RWS Holdings SDL Rozetta Corporation Honyaku Center Sajan Yappn MSCI World Index So u rce: S&P C a p i ta l IQ No te: Tra ilin g o n e-year stock price performance from the end of April Sto ck P erf o rmance Results Why is this happening?

§ MS CI W orld: 14.25% § Growth § Globalization

§ Avg. of Language Service Companies: 35.57% § Dema nd § Technology

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M&A Transaction Multiples: IT & Language Services

Enterprise EBITDA Revenue EBITDA Date Target Business Description Buyer Value Revenue EBITDA Margin Multiple Multiple

Sajan, Inc.* Sajan, Inc. provides language translation Apr-17 AMPLEXOR $ 24.8 $ 31.04 $ 1.90 6.1% 0.8x 13.1x (NasdaqCM: SAJA) services and technology solutions.

Lionbridge Technologies, Inc. Provides language, content, and testing Feb-17 H.I.G. Capital, LLC 435.3 556.7 39.0 7.0% 0.8x 11.2x (Nasdaq: LIOX) solutions worldwide.

Provides language translation services for RWS Holdings plc Feb-17 LUZ, Inc. 82.5 29.2 7.7 26.4% 2.8x 10.7x life sciences. (AIM:RWS)

Provides language access solutions to Teleperformance SE Sep-16 LanguageLine Solutions 1,522.0 388.0 147.0 37.9% 3.9x 10.4x customers worldwide. (ENXTPA:RCF) Provides customer care services, including Sep-15 Sitel Worldwide Corporation retention, technical support, and Groupe Acticall SAS 830.0 1,438.9 118.3 8.2% 0.6x 7.0x communication solutions. Provides customer, technical, and Apr-15 H1 Communication AB Panoster Investment AB 3.2 11.9 0.8 6.7% 0.3x 4.0x communication support services.

Transcom WorldWide AB Offers customer service, technical support, Mar-15 Altor Equity Partners 1,946.8 5,748.1 298.7 5.2% 0.3x 6.5x (OM: TWW) and communication services.

*Transaction priced on NTM metrics Median $ 435.3 $ 388.0 $ 39.0 7.0% 0.8x 10.4x

§ Transaction data captured by S&P Capital IQ suggests median revenue and EBITDA multiples of 0.8x and 10.4x, respectively. § Combining this information with data with Pratt’s Stats, another transaction data aggregator, yields: – EV/Revenue (median) = in the 0.6x-0.7x range – EV/EBITDA (median) = in the 5.5x-6.0x range § Multiples from Pratt‘s Stats may provide a more accurate representation of how smaller language services providers have been valued in the market. So u rces: S&P C a p i ta l I Q, P ratt’ s Sta ts

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8 5/23/17

An M&A Primer…

Why Does M&A Activity Occur?

1. En t r ep r en eu r s identify a need and develop a service delivery – Language services is a $40B+ market 2. Market becomes highly fragmented – Over 25,000 global providers of language services 3. Need continues to grow and scale to service creates speed and efficiency 4. Capital en t er s t h e market – The role of Private Equity 5. Consolidation begins to take place

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M&A Outlook: Current Factors Affecting M&A Landscape

ECONOMIC • Low growth rates offset somewhat by lower interest rates. • Cons umer confidence is well off its lows, and sentiment is more positive following the ENVIRONMENT 2016 Elections.

• Many companies continue to meet or exceed expectations and remain profitable. Balance EQUITY sheets remain cash rich. • Equity prices are near all-time highs. Interest rates were raised in March 2017, with MARKETS additional hikes possible later in the year.

• Debt markets have improved steadily since 2010. Interes t rates continue to be accommodative, and the yield curve continues to flatten. DEBT MARKETS • Leverage multiples are increasing while pricing has tightened. • Low volume of quality credits è supply/ demand imbalance that favors iss uers .

CAPITAL • Corporate cas h s upply nears record levels and continued private equity capital undergirds M& A ac tiv ity . ACCESSIBILITY • Private equity capital under management remains near record levels.

• M&A valuations in 2016 have backed off from historic 2015 highs for all but the most strategic assets. VALUATIONS • Private equity specialization is making privately held businesses a far more liquid asset class.

POLITICAL • Broader domes tic and global political uncertainty may hamper investor confidence going forward. Moderate oil prices and plentiful domestic s upply balance inflationary concerns. OUTLOOK The “Trump Factor” is an unknown variable, as yet.

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Strategic vs. Financial Buyers

STRATEGIC FINANCIAL

+ Immediate + Immediate, but may require seller financing + Tax-free exchange possibility + Opportunity for minority participation and LIQUIDITY – Less opportunity for minority participation secondary value realization (Rec apitaliz ation)

+ Ability to pay premium due to synergies/ + Urgent need to invest capital savings + Lack of high quality deals VALUATION + Cash Rich – No synergies, cost savings – Limits due to public market pressures – Impact of tight credit markets

– No control after close + Opportunity to participate on board – Limited operating authority + Continue operating autonomy MANAGEMENT – Likely culture change + Maintain company culture

– Integration may have a significant impact + Limited or no integration – Possible loss of customers/ employees INTEGRATION

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Types of Strategic Acquisitions

VE RTICAL INTE G RATION HORIZONTAL INTEGRATION Merger of companies from different points in Merger of direct competitors that share the the supply chain (customers and suppliers) same product line s and marke ts § Realizes cost savings by eliminating § Exp an d s cu st o mer base, increases redundant operations eco n o mies of scale, reduces overhead § Alleviates dependence on key § Improves pricing pow er f rom customers or suppliers reduced competition

PRODUCT EXTENSION MARKET EXTENSION Merger of companies with related production Merger of companies that sell the same processes or distribution channels products in different markets § Leverages customer base by adding § Gives acquiror immediate complementary revenue streams visibility in new regions § Reduces dependence on any single market

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Sage Advice

“Business owners spend the better part of their lifetimes building their businesses… “It’s a learning process, and mistakes made in one year often contribute to competence and success in succeeding years… In contrast, owner-managers sell their business only once – frequently in an emotionally charged atmosphere with a multitude of pressures…Mistakes made in the once-in-a-lifetime sale of a business are not reversible.”

-Warren Buffet, in a letter to a family business owner

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Five Costly Mistakes

§ Letting the Good Times Roll

§ Ignoring Market Dynamics

§ Engaging in One-Party Negotiations – “One Buyer is No Buyer”

§ Insufficient Delegation – Impact of Under-developed Management Teams

§ Pound Foolishness – Good Counsel Goes a Long Way

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How to Avoid Costly Mistakes

§ Ma rkets and businesses are cyclical –use the good times to plan for the tough times

§ Ma rkets ch a n g e: – Fragmen ted markets consolidate

– Don’t ignore what the inflows of capital into the industry ar e sign alin g – Tech n o lo gy changes everything (Google “Technology impact on Language Translation” – 53,000,000 results)

§ Don’t enter into one-sided discussions with anyone about selling your bu s in es s –you give up leverage immediately

§ Value creation comes from building execution capacity, which leads to growth –Revenue multiples vs. Cash Flo w mu ltip les:

– Sn ap ch at IP O’d at 48x revenues § Don’t be afraid to hire advisors –assemb le the best team you can

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Maximizing Value in M&A Transactions

§ Heighten competition through limited auction process and maximizes potential value: – True market value is best determined through a competitive process that includes a diverse group of potential buyers – Competitive leverage also translates directly into more advantageous transaction terms § Target pools of active, credible buyers to maximize shareholder value: – Network of existing industry contacts and relationships – Ac c es s to numerous databases of buyers with specific acquisition criteria § Allow management to “keep the eye on the ball”: – Manag ement remains focused on day -to-day operations - critical to maintain business performance during proces s – Avoid neglecting customers, vendors, and employees § Leverage industry and financing experience: – Prepare company for the transaction process, guidance on techniques to enhance value in bidders’ eyes – Ac c es s to his toric al and c urrent mark et data / trans ac tion multiples for v aluation pers pec tiv es – Provide interpretation of complex deal terms and structures – Meaning ful, experience-derived advice on how to protect client pos ition and value § Maintain confidentiality and owner’s distance from sales process: – Mov es marketing activity and subsequent communications away from the business – Serve as negotiating intermediary – Insulate owners and management from contentious interaction with buyer – Steady pres s ure to keep proces s moving forward

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Typical M&A Process

Marketi ng Mail teaser letters and receive follow-up phone calls

4 0% Execution Sign NDAs and distribute Confidential Memorandums 1 0%

7.5% Collaboration Conduct interviews, Due Diligence 5%

Final Letter of Intent Winning bidder completes final due diligence, both parties agree to the definitive purchase agreement, and the transaction is closed with funds wired to the seller.

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Speaker Bio

Leo Whitt Sen io r In vestmen t Banker

Leo joine d Hi l l i a rd Lyons in 2012 and is bas ed in the Cincin nati Investm ent Banki ng office. Bef ore joi ning the fi rm, Leo served in senior man agemen t pos iti ons fo r a numbe r of private equity-backed po rtf olio companies in bo th th e healt hcare an d tec hnology industries. He se rvedas Chie f Dev el opm ent Officer, Chie f Financial Office r, or Chie f Ac c oun ting Office r fo r five di ffere nt portfolio co mpanies. He was also a principal for Alix Pa rtne rs, a leadi ng res t ruc t uring fir m, whe re heservedinsignifican t res truc turi ng and tu rnar ound roles fo r WorldCom, DVI, AN C Ren tal, Chi -Chi’s Mex ic an Res tauran ts , an d Fle ming Comp anies . Leo’s healthcare exp erience also inclu des serving as Di rec tor of Financial Operations for Venc o r for its various bus ines s units . Leo serves as a boa rd advisor to Aile ron’s Ce nte r for Ent rep reneu rial Educationan d actively serves as a boa rd advisorfor Ailero n clien tcompa nies. As pa rt of the Hi l l i a r d Lyons’ Bus ines s Owner Services, Leo assists clients wit h a va riety of corporate governance and succession plan ning issues. He is also the Adjunct Pro fessor of Merg e rs & Ac q uis itions attheCa rl H. Lindner School of Business at the Unive rsity of Cincinnati. Leo is a CP A andhas a BS in econo mics fro m the University of Louisville and an MBA from Vanderbilt University’s Owen School.

513-345-52 65 |[email protected]

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