Unique. Perspective. Corporate Finance Advice and Investment Banking. Our unique perspective is client-focused rather than transaction-focused.

Transcription

1 Unique SM Perspective Our unique perspective is client-focused rather than transaction-focused. Corporate Finance Advice and Investment Banking

2 Welcome to MidMarket Capital Advisors. It is our pleasure to familiarize you with our specialized advisory services and resources that are designed to deliver meaningful results for middle market companies seeking to maximize equity value and complete business transactions. Our unique perspective is client-focused rather than transaction-focused. Achieving a successful outcome is first and foremost dependent on the strength and synergy of the relationship between our experienced professionals, our clients and their legal and accounting partners. MidMarket provides a highly personalized advisory service to help you determine and chart the right course of action. We can also assist you in easing the complexity often associated with completing sale or purchase transactions. Appreciating the potential for success begins with an understanding of how our unique perspective, business approach and breadth and depth of services are key ingredients in the financial advisory process. In keeping with our commitment to your best interests, we cordially invite you to learn more about us and our approach, and to call upon us whenever we can be of assistance to you. Sincerely, T. Patrick Hurley, Jr. Graeme K. Howard, Jr. Francis E. Baird Managing Director Managing Director Managing Director

3 Why MidMarket? MidMarket is an independent investment banking firm that provides unbiased, qualified advice on mergers and acquisitions and corporate finance matters to international and domestic private and public middle market companies, boards of directors, owners and related fiduciaries and investor groups. Our services and approach are built around doing what is best to meet the specific needs and interests of the individual client. As a fiercely independent partner, we leverage our experience and expertise to deliver sound advice and results that accomplish each client s objectives. Through highly personal interaction and involvement, we apply the right combination of creativity and diagnostic skills toward recommending and implementing an approach and methodology that increases the likelihood of success. Experience, integrity and reputation are the cornerstones of our approach. Our principals have worked together for up to 25 years in a combination of investment banking, corporate development and principal investing. MidMarket is equipped to provide advisory and transactional services in the following areas: Mergers and Acquisitions Sale of independent companies/units Acquisition of businesses or product lines Financing Private equity and debt Public offerings Exchange transactions Fairness and Valuation Analysis Mergers and acquisitions and financings Corporate transactions Complex estate matters Ownership Liquidity Recapitalizations Stock repurchases/dividends MidMarket recommends the appropriate business strategy to build, protect, finance, fund, structure and complete related programs and transactions. In each case, MidMarket recommends the appropriate business strategy to build, protect, finance, fund, structure and complete related programs and transactions. We also partner with appropriate industry specialists who possess subject-matter knowledge of a client s particular business segment or category.

4 Processes Methodologies and Approaches that Assure Success Even if they are not ready to initiate or complete a transaction, clients will retain MidMarket to help them be better prepared for the various possible alternatives. MidMarket will counsel clients around the solution that maximizes: Enterprise value and financing Ownership liquidity and strategic transactions A better capital structure The best combination of all of the above Deal Structuring Today Growth Financing and Acquisition Transactions Live from Hong Kong: Success in China Partnering with Hong Kong to Do Business There MidMarket sponsors and produces special event programs, such as Deal Structuring Today with Financial Executives International, and a videoconference between the United States and Hong Kong on opportunities to maximize business partnerships in Mainland China. Our approach and methodology are applied to deliver a tailored solution. During this process, MidMarket Leads clients through an interactive process to define objectives and preferences in achieving goals through corporate finance techniques and transactions. Outlines the structure, terms, corporate value and practical considerations. Recommends one or more specific courses of action that helps to achieve the best results. Develops and implements the most appropriate strategy for achieving the goal. Prepares a persuasive analysis of the operating and financial data. Properly markets the business and transaction to qualified parties. Negotiates as advocate and works with our client and their other advisors to successful conclusions. Continues to monitor progress on integration and subsequent stages of various activities.

5 Unlocking Value MidMarket has developed a proprietary, comprehensive approach to unlocking value while minimizing risk associated with holding illiquid ownership interests. We encourage business owners to make decisions about how and when to maximize value based on an overall program including these components: Liquidity strategy based on credible assessment; Positioning / enhancement and monitoring marketing considerations; Diversification steps to achieve partial liquidity; Full realization with conclusive total liquidity. Transaction Implementation and Completion MidMarket dedicates its resources to getting the job done, on time and within budget. We provide a full range of services during the execution phase, including: Active participation in working sessions and presentation meetings; Fully documented analytical support of advice; Formal expert reports; Detailed term sheets; Project management and coordination to complete the transaction on a timely basis. MidMarket s partners around the world are a valuable resource to clients. Fostering Industry Partnerships and Affiliations MidMarket reinforces the notion of client-focused engagements by taking appropriate steps to get close to the needs of middle market companies and the related interests of key constituents in the legal and accounting sectors. We believe it is our responsibility to provide objective, independent advice and guidance, so when the time comes to embark on a financial planning or investment strategy, clients have a framework and insight to begin the process. Our highly personal approach has enabled us to innovate with many unique marketplace services, among them: Exclusive, password-protected access to relevant industry information and data (relative values, transaction activity, research) through our Friends of MidMarket service found on our Web page. Comprehensive research and database resources including Bloomberg, Capital IQ, IPO VitalSigns and a strategic relationship with On-Target Information Services, Inc. Access to world business and investment opportunities through our affiliation and partnership with M&A International, Inc. Continuous monitoring and periodic communication of significant developments, market conditions and outlook. Sponsorship of informational seminars through affiliations with organizations such as the Association for Corporate Growth and Financial Executives International. These seminars are designed to educate business owners about techniques, market conditions and opportunities. MidMarket is a member of M&A International, Inc. which consists of 37 independently owned merger and acquisition specialists and investment banking firms in 29 countries. These firms are contracturally linked in a global network created to collaborate and complete transactions. For more information visit Australia Austria Belgium Canada China Czech Republic Denmark Estonia Finland France Germany Hungary India Italy Ireland Japan Latvia The Netherlands Norway Poland Singapore Slovenia South Africa South Korea Spain Sweden Switzerland Turkey United Kingdom United States

6 Managing Directors The combination of senior-level attention and personal commitment to every advisory engagement produces the very best results. MidMarket s principals are seasoned, talented professionals experienced in a broad range of industries and expert with corporate finance techniques across a wide variety of investment banking transactions. (Left to right) T. Patrick Hurley, Jr. Patrick founded MidMarket Capital Advisors after serving as the head of Fleet M&A Advisors Philadelphia office. He previously served as Partner and Director of M&A for Howard, Lawson & Co., which was acquired in 2000 through a series of transactions and became the M&A unit of FleetBoston Financial s capital markets group. Patrick originally joined Howard, Lawson in 1979 and held positions of increasing responsibility. He holds an MBA from Drexel University, a BBA from Temple University and is an NASD Registered Securities Principal. Graeme K. Howard, Jr. In addition to serving as a Managing Director at MidMarket, with direct responsibility for guiding client engagements, Graeme is a principal of the Corporate Finance Institute and IPO Vital Signs, an advanced IPO research analysis tool. He founded Howard, Lawson & Co. in He also is a former vice chairman of Monster Worldwide. Graeme holds an L.L.B. from Yale Law School and a BA from Amherst College and served as a navigational officer in the U.S. Air Force. Francis E. Baird Frank served as Corporate Development Vice President at Kraft Foods and Senior Director of Acquisitions at Northwest Industries prior to posts in investment banking at Legg Mason Wood Walker, Inc. and then Rutherford Brown and Catherwood, and restructuring activities at Penn Hudson Financial. He holds an MBA from Northwestern University and a BA and MA from University of Notre Dame. MidMarket is committed to remaining at the forefront of the industry, helping clients and constituents make informed decisions.

7 Experience Profile MidMarket has a vast portfolio of client engagements that demonstrate the breadth of experience in serving a variety of industries, meeting client objectives and achieving liquidity outcomes: Type of Company Objective Liquidity Outcome Kitchen Cabinetry (manufacturer) Packaging Products (manufacturer) Consumer Durables (manufacturer) Diversified Industrial (manufacturer/ distribution) Apparel Rental (retail) Information Systems (business services) Financial Services (outsourcing) Logistics (spec. contractor) Liquidity for early investor and capital for growth Liquidity through recapitalization or IPO Liquidity for ESOP members Liquidity for LBO management shareholders without sale of company Liquidity for large family group of shareholders Liquidity for owner and capital for expansion Liquidity for two equal shareholders Liquidity for family Partial: Share repurchase done with bank debt, then Initial Public Offering Partial: Sale of minority interest to strategic partner with rights to buy more Partial: Self-tender offer with special credit facility to fund redemption of shares Partial/ Full: Series of leveraged ESOP purchases resulting in 100% ESOP ownership Full: Sale of company to strategic buyer owned by private equity fund Full: Sale to sub of foreign company in structure for disproportionate price through earn-out Full: Sale of company to strategic buyer Full: Sale of company to strategic buyer with earn-out for management shareholders Thomson Scientific & Healthcare has acquired certain shareholders have sold their interests and has been acquired by management through a newly formed employee stock ownership plan from Biological Abstracts and BIOSIS, U.K. Cascades has increased its interests SABH International Group of S.A. Brewing Holdings Limited Contact Us. For more information about how MidMarket can be of value to you, just call us at , or visit American Machine has been acquired by American Shower & Bath Corporation acquired by has been acquired by The Gorman-Rupp Company Masco Corporation Mitchell s Formalwear a portfolio company of Deal Capital

8 1629 Locust Street, Suite 400 Philadelphia, PA Visit for more information about the firm.