HELPING YOU FACILITATE LIQUIDITY TRANSACTIONS

February 19, 2020

A D I F F E R E N T K I N D O F F I R M B U I L T F O R T H E M I D D L E M A R K E T SECTION I: FIRM SNAPSHOT

SECTION II: MIDDLE MARKET ACTIVITY

SECTION III: THE OPPORTUNITY

SECTION IV: BEST PRACTICES MIDDLE MARKET LEADERSHIP

CSHW is an established market leader – dedicated to the middle market.

Capstone Headwaters has closed over 500 Top 20 M&A Advisors (<$250mm) transactions totaling $24 billion in value. Rank Financial Advisor • 29% of our deals are cross-border 1 Capstone Headwaters • Over 70% of M&A closings have been with strategic acquirers. 2 , Inc. • We have active relationships with over 3,000 private equity firms. 3 , Inc. 4 Jefferies LLC • Initial transaction valuations are exceeded 67% of the time. 5 Piper Jaffray Cos. • The average valuation premium on our deals is 32%. 6 KPMG International Coop. • We have earned a 96% performance rating from our clients. 7 William Blair & Co. 8 BDO, LLP 9 Market Focus 10 Robert W. & Co. 11 JPMorgan Chase & Co 12 13 , Inc. 14 Canaccord Genuity Group, Inc. 60% 88% 15 Ernst & Young Global Ltd. M&A Privately 16 & Co. Advisory Owned 17 Lincoln International LLC 18 Moelis & Co 19 Greenhill & Co., Inc. 20 Numis Corp. Plc

Enterprise Value Source: FactSet, Thomson Reuters & Capstone Headwaters independent $25mm $250mm research, LTM December 2018 (number of reported deal closings ex. undisclosed transaction values)

2 ENTREPRENEURIAL DNA

Our roots align us perfectly with middle market clients and their businesses.

founded via picked up Northeast expanded internationally acquired Headwaters secured a 34 country Launch of Andersen corporate restructuring with Grenport Ltd, to solidify middle global alliance as ESOP Advisory Group MBO practice of ACM Capital , UK US member firm market leadership

2002 » 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

acquired ’s merged Sagepoint Advisors, merged EQV Capital to add launch of launch of middle market M&A group a technology-focused a dedicated presence in Debt Advisory Group Equity Advisory Group to fuel national expansion M&A boutique the Southeast US

} Our growth-oriented commitment to excellence has resulted in broad recognition from leading industry organizations and continues to fuel extraordinary corporate results.

8 27 100+ TOP 10 TOP 10 Consecutive Firm Times Named Aggregate Most Referred Investment of the Year Awards Firm of the Year Industry Awards Investment Bank To Work For

17 2 6 32% 27% Years of Rounds of Strategic M&A Compound Annual Compound Annual Proven Results Growth Financing Transactions Revenue Growth Employee Growth

3 BUILT FOR THE MIDDLE MARKET

We offer a full suite of services to encircle the business owner as “Trusted Advisor”.

SPONSOR COVERAGE

MERGERS & ACQUISITIONS CAPITAL FORMATION BUSINESS CONSULTING SPECIALTY SERVICES

SELL-SIDE BUY-SIDE EQUITY DEBT CORPORATE PERFORMANCE PEG FAIRNESS M&A M&A PLACEMENTS PLACEMENTS RESTRUCTURING IMPROVEMENT SOLUTIONS OPINIONS

INDUSTRY GROUPS

AEROSPACE AGRICULTURE BUILDING BUSINESS & DEFENSE & FARMING PRODUCTS & SERVICES SERVICES

CONSUMER EDUCATION ENERGY FINANCIAL & RETAIL & TRAINING & POWER SERVICES

HEALTH & INDUSTRIAL & INDUSTRIAL INFRASTRUCTURE MEDICAL MANUFACTURING TECHNOLOGY FINANCE

MINERALS & REAL TECHNOLOGY TRANSPORTATION MINING ESTATE MEDIA & TELECOM & LOGISTICS

RESEARCH TEAM

4 OUR HOLISTIC APPROACH

The transactions we complete have a dramatic impact on our clients’ lives.

TEAM BUILDING PREPARATION REALIZATION STEWARDSHIP (Transaction Expertise) (Process Pre-Planning) (Deal Execution) (Asset Management)

• Estate Planning • Personal & Estate • Production • Risk Management • Wealth Management • Optimal Transaction • Market Making • Preservation v. Growth • • Targeted Structure • Bid Solicitation • Cash Flow Needs • Tax & Accounting • Management Readiness • Qualified Presentations • Generational Planning • Legal & Corporate • Financial Readiness • Refinement & Selection • Insurance Strategies • Management Team • Strategic Planning • Negotiations & Closing • Philanthropic

We approach every transaction in a team-based, fully integrated fashion.

CLIENT

Shareholders & Board Management Team

Wealth Management CAPSTONE HEADWATERS Commercial Bank

Legal Counsel Tax Advisor

Accounting Firm

5 AWARD WINNING TRANSACTIONS

Our clients’ transactions are often recognized in their respective industries.

2019 2019 2019 2018 2018 2018

SEGA BIOFUELS

DIVESTITURE OF THE CORPORATE / STRATEGIC YEAR CROSS BORDER CROSS BORDER CONSUMER GOODS & SERVICES USA RECAP CHAPTER 11 RESTRUCTURING DEAL OF THE YEAR INDUSTRIALS DEAL DEAL OF THE YEAR DEAL OF THE YEAR DEAL OF THE YEAR DEAL OF THE YEAR OF THE YEAR OF THE YEAR

2018 2018 2018 2017 2017 2017

INFORMATION TECHNOLOGY HEALTHCARE & LIFE SCIENCES DEAL USA PRIVATE EQUITY DEAL OF THE PRIVATE EQUITY DEAL OF THE YEAR US CORPORATE M&A DEAL OF CROSS BORDER DEAL OF THE YEAR YEAR DEAL OF THE YEAR TELECOMMUNICATION SERVICES THE YEAR OF THE YEAR CROSS BORDER M&A DEAL OF THE DEAL OF THE YEAR YEAR 2017 2017 2017 2017 2016 2016

MINING & RESOURCES GLOBAL INDUSTRIALS CROSS BORDER TELECOMMUNICATION SERVICES PROFESSIONAL SERVICES DEAL OF M&A DEAL RESTRUCTURING DEAL DEAL OF THE YEAR DEAL OF THE YEAR DEAL OF THE YEAR THE YEAR OF THE YEAR OF THE YEAR

2016 2017 2016 2016 2016 2016

PRIVATE EQUITY DEAL USA DEAL OF THE YEAR INDUSTRIALS DEAL PRIVATE EQUITY DEAL CONSUMER GOODS DEAL OF THE IT DEAL OF THE YEAR OF THE YEAR OF THE YEAR OF THE YEAR YEAR

6 AN ELITE REPUTATION

Our reputation affords our clients immediate market credibility and priority access.

2019 2019 2019 2018 2018

TURNAROUND AWARDS INTERNATIONAL AWARDS INTERNATIONAL GLOBAL MID-MARKETS CORPORATE RESTRUCTURING INVESTMENT BANKING CROSS BORDER INVESTMENT INVESTMENT BANKING FIRM BOUTIQUE INVESTMENT ADVISORY FIRM OF THE YEAR BANK OF THE YEAR OF THE YEAR BANK OF THE YEAR FIRM OF THE YEAR

2018 2018 2017 2017 2016

US MIDDLE MARKETS US MIDDLE MARKET BOUTIQUE RESTURCUTING US - DEBT FINANCING TOP 10 MOST REFERRED INVESTMENT BANK INVESTMENT BANK INVESTMENT BANK OF THE ADVISORY OF THE YEAR INVESTMENT OF THE YEAR OF THE YEAR YEAR

2016 2016 2016 2016 2016

US MIDDLE MARKET US MIDDLE MARKET INVESTMENT BANK OF THE TOP INVESTMENT BANK TO OUTSTANDING SELL-SIDE INVESTMENT BANK OF THE INVESTMENT BANK OF THE YEAR WORK FOR ADVISORY FIRM YEAR YEAR

7 SECTION I: FIRM SNAPSHOT

SECTION II: MIDDLE MARKET ACTIVITY

SECTION III: THE OPPORTUNITY

SECTION IV: BEST PRACTICES SUMMARY MARKET CONDITIONS

Market conditions remain favorable for private business owners seeking liquidity.

DEAL VOLUME DEAL FINANCING VALUATIONS

Transaction volume in Debt multiples are back to EBITDA multiples in the 2019 increased 10.3% their highest levels for $100-$250mm range year-over-year, over the past 12 years reached historic levels in recording 14,988 deals 2019 with valuations of 10.0x EBITDA

PE M&A STRATEGIC M&A FOREIGN M&A

Building on momentum in Acquisitions among private Foreign buyers increased nearly 2018, PE firms executed companies increased 10.2% 21% year-over-year, following a 2,684 transactions in 2019, year-over-year in 2019 and year of historically low a slight decline year-over- total deal value rose to $79.3 acquisitions among foreign year billion companies in 2018

PE EXITS PE FUNDRAISING PUBLIC MARKETS

PE exits in the middle market PE fundraising increased to Public markets tested all-time remain lower year-over-year $310 billion in 2019, highs throughout 2019 with the with 904 exits in 2019 eclipsing record levels and S&P 500 returning 31.5% in the compared to 1,240 in 2018 increasing nearly 58% year- midst of historically low cost of over-year capital

9 AN IMPORTANT HISTORICAL PERSPECTIVE

MM M&A activity remains robust and near record highs. } The number of completed transactions in 2019 reached 14,988 compared to 13,588 transactions in 2018.

} The market remains stable, supported by strong M&A fundamentals, favorable business owner demographics, and the persistence of the U.S. economic bull market.

} The average transaction value reached $61.7 million in 2019 and remains well above the historic average. Middle Market Transactions

18,000 $140 2012 Reference Point $130 16,000 $120 >15% 14,000 $110 $100 12,000 $90

10,000 $80 $70 $ in millions Transactions 8,000 $60 $50 6,000 $40 4,000 $30 $20 2,000 $10 0 $0 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Transactions (Undisclosed Value) Transactions (Disclosed Value) Average Value Source: Capital IQ Enterprise Value < $500mm

10 VALUATION TRENDS

MM valuations (in most sectors) are at/near all-time highs.

} Valuations have normalized slightly, but this has placed a higher premium on growth-oriented companies with recurring revenues.

} As we move to a risk-sensitive buyer market, we are seeing more “deal structure”.

Middle Market Transactions

10.0x 9.3x 9.2x 9.0x 9.0x 8.9x 8.6x 8.7x 8.8x 9.0x 8.6x 8.8x 8.1x 8.0x 7.6x

7.0x

6.0x

5.0x

4.0x Enterprise Value / EBITDA 3.0x

2.0x

1.0x

0.0x 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Source: Capital IQ Includes multiples 3x-16x Enterprise Value < $500mm

11 SECTOR ACTIVITY

The manufacturing rebound was followed by a consumer rebound.

} The Industrials, IT/TMT and Consumer Discretionary sectors have been the most active. . } Companies with differentiated business models are in high demand, regardless of sector.

LTM EBITDA Multiples by Sector LTM Transactions by Sector 12.0x 3,000 2,703 10.4x 10.0x 9.5x 9.5x 2,500 8.4x 8.3x 7.9x 7.4x 8.0x 2,000 1,791 1,839 1,538 6.0x 1,500 Transactions 4.0x 1,000 Enterprise Value / EBITDA

514 466 2.0x 500 360

0.0x 0 Consumer Consumer Energy Healthcare Industrials Information Materials Consumer Consumer Energy Healthcare Industrials Information Materials Discretionary Staples Technology Discretionary Staples Technology

Source: Capital IQ LTM ended 12/31/19 Includes multiples 3x-16x Enterprise Value < $500mm

12 SIZE PREMIUMS (OR NOT?)

MM is surging – we are seeing a market anomaly presently.

} Larger companies command higher multiples (scale, market share, debt, etc.).

} In 2019, there was a shift to the $100-250mm market segment, achieving its highest EBITDA multiples in over a decade.

Average Enterprise Value to EBITDA Multiples 12.0x YUGE!

10.0x

8.0x

6.0x

4.0x Enterprise Value / EBITDA

2.0x

0.0x 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Enterprise Value $10-100mm Enterprise Value $100-250mm Enterprise Value $250-500mm Source: Capital IQ Includes multiples 3x-16x

13 LEVERAGE TRENDS

Cheap debt capital continues to add fuel to the fire, the leverage is creeping up.

} The availability of debt along with low interest rates continue to facilitate transactions.

} Debt multiples in Q3 2019 approached the all-time high attained in 2017, reflecting an abundance of available and affordable financing.

Average Debt Multiples of Middle Market LBO Transactions 5.0x >10%

4.5x 4.2x 4.1x 4.0x 3.9x 3.9x 4.0x 3.7x 3.7x 3.7x 3.5x 3.4x 3.4x 3.5x 3.3x 3.0x 2.9x 3.0x

2.5x

2.0x Total Debt / EBITDA 1.5x

1.0x

0.5x

0.0x 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Q3 '18 Q3 '19

Source: GF Data® Includes multiples 3x-15x Enterprise Value $10mm-$250mm

14 STRATEGIC ACQUIRER ACTIVITY

Strategics are active – with a new universe of potential buyers (private PE-backed).

} Total number of acquisitions by private companies increased for 2019 but the average value declined.

} Total number of acquisitions by public companies declined in 2019 but the average value above the historic average of $65mm

Acquisitions by Private Companies Acquisitions by Public Companies

12,000 $140 3,000 $140 >(15%) $120 10,000 2,500 $120

>25% $100 $100 8,000 2,000 $80 $80 6,000 1,500 $60 $60 Transactions Transactions ($ in millions) ($ in millions) 4,000 1,000 $40 $40

2,000 500 $20 $20

0 $0 0 $0 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Transactions (Undisclosed Value) Transactions (Undisclosed Value) Transactions (Disclosed Value) Transactions (Disclosed Value) Average Value Average Value Source: Capital IQ Enterprise Value < $500mm

15 PE ACTIVITY

Sponsors are losing market share … to strategics and themselves!

} Closed transactions for PE Firms remain well above historic averages

} PE fundraising increased over 57% from 2018-2019

Middle Market Transactions Closed by Middle Market Fundraising by Private Equity Firms Private Equity Firms 57% 3,000 $350 300 2,729 2,684 $310 $300 2,500 2,358 250 2,175 2,116 2,105 $242 $250 $221 2,000 1,821 200 $197 1,596 1,530 $200 $180 1,500 $164 150 1,281 $147 $150 Transactions FundCount $ in Billions 1,000 $99 $99 100 746 $100 $75 $61 50 500 $50

0 $0 0 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 PE Fundraising ($B) Fund Count Source: PitchBook Note: Pitchbook changed methodology to only include buyout deals as of Q3 2017. All data reflects new methodology.

16 PE VALUATIONS & CONTRIBUTIONS

Due to competitive pressures, PE valuations are at historic levels.

} A shortage of quality targets, competition, and an abundance of available debt financing have driven valuations.

} The average equity contribution in Q3 2019 was 45.9%.

EBITDA Multiples Paid by Financial Buyers Average Middle Market LBO Equity Contribution

9.0x 60%

8.5x 50.3% 4% 49.6% 49.8% 48.6% 50% 46.6% 8.0x 45.6% 44.8% 44.7% 45.9% 42.8% 7.4x 7.5x 7.3x 7.2x 7.1x 40% 7.0x >17% 6.7x 6.7x 6.4x 6.5x 6.4x 6.5x 6.3x 30%

6.0x

Equity Contribution 20%

Enterprise Value / EBITDA 5.5x

5.0x 10% 4.5x

4.0x 0% 2011 2012 2013 2014 2015 2016 2017 2018 Q3 '18 Q3 '19 2011 2012 2013 2014 2015 2016 2017 2018 Q3 '18 Q3 '19

Source: Source: GF Data® Includes multiples 3x-15x Enterprise Value $10mm-$250mm

17 FOREIGN ACQUIRER ACTIVITY

We have seen a recent rebound in foreign buyers active in US deals.

} Foreign acquisitions increased 21% year-over-year.

} Foreign buyers have targeted mid-sized acquisitions to develop a U.S. footprint and to globally leverage combined products and expertise.

Acquisitions by Non-U.S. Buyers 3,000 30%

2,500 25%

21% 2,000 20%

Transactions 1,500 15%

1,000 10% Percentageof Transactions

500 5%

0 0% 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

Transactions with Non-U.S. Buyers Non-U.S. Buyers as % of Total Transactions Source: Capital IQ Enterprise Value < $500mm

18 2020 MM M&A OUTLOOK

Crystal Ball – Market fundamentals favor the bull (for the time being anyway).

CORONAVIRUS SUPPLY CHAIN DISRUPTION EUROPEAN INSTABILITY POLITICAL UNCERTAINTY EQUITY CAPITAL BACKLOG LOW COST OF LEVERAGE EXTENDED MARKET RUN/RECORDS RECORD LEVEL VALUATIONS AGING BUSINESS OWNERS

19 SECTION I: FIRM SNAPSHOT

SECTION II: MIDDLE MARKET ACTIVITY

SECTION III: THE OPPORTUNITY

SECTION IV: BEST PRACTICES THE OPPORTUNITY

A tremendous opportunity for the private wealth management industry.

} Four million privately-held The Transition Wave 2016-2025 businesses stand to change hands over the next two decades as baby boomers, the largest group of owners of these companies, Baby Boomers continue to retire.

} There is a massive opportunity to convert corporate assets into liquid 5% 70% assets. 25% } Companies will either have to CEO’s Age in 2016 45 55 65 decide to transition their companies to the next generation of Source: Headwaters Research owners/executives or to monetize their ownership.

21 POTENTIAL NEW AUM

Between 40% to 80% of a business owner’s wealth is tied up in the company.

~75% of business owners do not have an exit plan in place. $91 $95.0

$85.0

$75.0

$65.0 76% $55.0

$45.0 $ in millions $31 $35.0

$25.0 $14 69% $15.0 $2.5 59% $5.0 38% -$ 5.0 $1 - $10 $10 - $25 $25 - $50 $50+

Financial Assets Business Assets Non-Financial Assets Source: VIP Forum analysis of the Federal Reserve’s Survey of Consumer Finances.

Unplanned exits result in steep value losses for the founders.

22 KEY EXIT DECISION DRIVERS

The alignment of various factors ultimately drives exit decisions.

Age & Health Cash flow needs Family Issues Capital needs Liquidity Key employee risks Diversification Key customer risks Estate Planning Cost issues Partner conflict Competitive pressures Unsolicited offer Inability to address Personal Business opportunity

Environment Industry

Structural changes Policy changes Disintermediation Regulatory risk Commodification Market conditions

23 LIQUIDTY – ONE SIZE DOES NOT FIT ALL

Liquidity can be accomplished in several ways depending on owner objectives.

Liquidity Complexity Autonomy PROS CONS

ü Potentially the highest valuation O Current owners give up control 100% SALE ü Provides the most liquidity O Potential for layoffs and disruption sale to strategic ü Strategic fit O Integration issues

ü Provides liquidity for owners O Owners answer to board MAJORITY SALE ü Flexible ownership structure O Partner may add little value majority sale (70-80%) ü “Second Bite of the Apple” O Adds leverage to the company

ü Some liquidity O Limits alternatives down the road ESOP / MBO ü Employee utopia O Report to Trustee of ESOP employee ownership ü Augments transition plans O No/limited fresh capital. All debt

ü Provides some liquidity for owners O Additional debt on balance sheet MINORITY SALE ü Typically used for growth capital O New investors take Board seat(s) ü Current owner remains in control O Restrictive covenants common minority sale (<50%)

ü Least disruptive to business O Additional debt on balance sheet ü Current owner remains in control O Provides less liquidity for owners DEBT RECAP ü Faster and simpler to execute O Restrictive covenants common liquidity via debt

24 THE DEAL PROCESS

Transactions are hard work and take 6 to 9+ months to complete.

PHASE 1 PHASE 2 PHASE 3 PHASE 4 PHASE 5 PHASE 6 PREPARATION MARKETING QUALIFICATION SELECTION NEGOTIATION CLOSING

Activities: Activities: Activities: Activities: Activities: Activities: Information Request List Contact Targets Preliminary Indications Site Visits Data Room Purchase Agreement Memorandum and Teaser Distribute Memorandum Participant Qualification Additional Information Site Visits Disclosure Schedules Target List and NDA Address Questions Company Presentation Letter of Intent Question Responses Related Contracts Quality of Earnings

Objectives: Objectives: Objectives: Objectives: Objectives: Objectives: Precise Positioning Broad Access Valuation Guidance Company Showcase Total Access Final Diligence Market Strategy Confidentiality Participant Separation Value Defense Value Defense Value Preservation Market Readiness Market Education Team Rehearsal Pricing Competition Financing Risk Management

Hurdles: Hurdles: Hurdles: Hurdles: Hurdles: Hurdles: Availability Market Timing Financing Environment Financial Performance Volume Surprises Timeliness Internal Focus Clarity of Goals Mgmt. Performance Distraction Performance Commitment Moving the Needle Team Readiness Timeline Sync Speed Reserve

25 IT TAKES A VILLAGE

Construction of the requisite team is critical to transaction success.

Trust & Estate

M&A Wealth Advisor Mgmt.

Optimal Success M&A Co. Lawyer Lawyer

Tax Acctg. Advisor

2626 SECTION I: FIRM SNAPSHOT

SECTION II: MIDDLE MARKET ACTIVITY

SECTION III: THE OPPORTUNITY

SECTION IV: BEST PRACTICES START A CONVERSATION (IBC = ROI)

Private owners can get the same coverage as their public counterparts.

4MM transactions tend to be more PE event-driven without long-term, Recap dedicated coverage services that add Transaction Debt strategic value and critical market Insights Financing insights. 4You can offer “IBC-As-A-Service” and Industry Equity establish a major differentiator, Research Financing offering full lifecycle benefits tailored specifically for the private business IBC owner.

• Dedicated industry team Strategic ESOP Planning Advisory • Access to research & industry trends

• Insights transactions & valuations

Board Strategic • Transaction planning Advisory Sale • Board advisory & valuations Acquisition Advisory • Capital markets access

28 INTEGRATE THE PRE-PLANNING

Asset capture is ensured when WM teams are integrated into the process.

WELATH PLANNING BUSINESS PLANNING (Provided by Financial Advisor) (Provided by Investment Banker)

4 Help define exit timing and other 'life' goals 4 Estimate business value; identify strategies to enhance value and prepare for transition 4 Analyze post-retirement cash flow needs 4 Analyze what the business would need to meet 4 Wealth management planning to ensure exit owner’s valuation goals supports personal and financial goals 4 Analyze the pros & cons of various transaction 4 With client’s accountants, estimate after-tax alternatives compared to owner’s goals proceeds & identify tax strategies 4 Perform preliminary due diligence to uncover 4 Establish trusts and other wealth-transfer vehicles 'thorny' issues or missing documentation to minimize taxes related to the exit 4 Provide valuation and activity trends in the equity 4 Incorporate the business sale into estate and and M&A markets in their industry philanthropic planning 4 Provide periodic updates: industry, market and valuation trends related to the business

29 EMBRACE THE PAIN – ITS A HARD BUSINESS

Its volume-based blocking & tackling, with lots of challenges – just keep pounding.

2019 ACTIVITY REVIEW FREQUENT CHALLENGES

ê Companies are not prepared 580 Companies • Key person challenges Reviewed • Corporate governance not in place • Books are not ready

52 Selected for ê Missed Projections Corporate Finance • Keep running your business Assignments ê Emotional Fortitude • Work with a full team of professionals • Market is great, therefore very Closings? challenging

30 HELP SELECT THE RIGHT IB FIRM

Helping your client select the right IB is mission critical (if not us J).

Personal Fit I want people I can trust … TRUST a team I like … a firm that understands what Senior Attention I need …

Industry Focus I want someone who knows my industry … is EXPERTISE connected to the trends & key players … Market Insight

Domestic/Local I want a firm with presence … deep capabilities with SCALE the reach I deserve … International

Brand Strength I want proven results … a firm that will deliver a TRACK RECORD successful outcome … a brand that matters … Reputation

ì VALUE ì SPEED ì PROBABILITY OF CLOSE

31 GET SMART ON VALUATION

Help your clients understand their valuation and manage expectations.

} Financial Momentum } Key Differentiators } Large Market Size } Sustainability & Recurring Revenue } Competitive Barriers to Entry } IP Position } Diversified Customer Base } Long-Term Growth Plan } Industry Sector Dynamics } Acquisition History } Market Share & Brand Reputation } Management Team

} Customer Concentration } Governance Issues } Inconsistent Financial Performance } Contingent Liabilities } Legal/Industry Risk Exposure } Non-Compelling Growth Strategy } Lack of Management Depth } (No growth strategy) } Weak Financial Controls } Key Man/Woman Exit Plans } Sector Cyclicality } Low Defensibility

32 WRAP UP

We see tremendous opportunity to work together with EPI members.

} The demographics at work in the US will likely overpower any short term market movements – this is a significant, once in a lifetime, opportunity. } Have the conversation with your business owner clients. } We can be your Investment Banking support team. } We believe that we can help you both serve your clients as part of your overall solution. } We are the US leader in working with partners, lets share information and best practices. } We can promise high levels of responsiveness and unbiased advice to your clients.

CONTACTS

JOHN FERRARA DANIEL MCBROOM Founder & CEO Co-Head of Investment Banking Services [email protected] [email protected] Phone: 617.619.3325 Phone: 303.951.7128

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