Selling or Recapitalizing a Premier Private Company in 2013

RESEARCH REPORT

Whether you are the owner of a premier private company who has been thinking about selling or recapitalizing your business for a long time - or an owner for whom the thought has been rare and passing - this research report was prepared for you.

In this report we discuss:

•The Current State of the M&A Market

• What Makes a Private Company Appealing Today

•The Keys to a Successful Transaction

• Why M&A Activity Will Accelerate Through 2013

•The Benefits of a Successful Transaction

• Understanding and Benefiting From Inherent Private Company Valuation Inefficiencies

• Strategic vs. Financial Acquirer Transactions Today

• Avoiding the Hidden Cost of the Anecdotal Acquirer

Selling or Recapitalizing a Premier Private Company in 2013 will provide you with a comprehensive understanding of the unique dynamics driving today’s highly opportunistic and increasingly active private company M&A marketplace. By the time you finish reading this report you will know all about the factors and forces underpinning today’s market, and you will know if your company can demonstrate the attributes that put you in a position to take full advantage of it. This report will also introduce you to Etkin & Company and our unique, highly-customized approach to creating and maximizing value and opportunity for owners of America’s premier private businesses. Developing, executing and concluding successful private company sale and recapitalization transactions has been Etkin & Company’s business since 1987. And the core values upon which ECI was founded: deep, entrepreneurial, strategic thinking; proactive representation of client’s interests; uncompromised loyalty; transparency and a passion to exceed client expectations, remain the bedrock principles of our firm today. Feel free to email Bill Etkin at betkin@etkincompany.com or to call him, in complete confidence, at (212) 888-7812 with questions or comments pertaining to any aspect of today’s M&A market or this report.

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Current State of the M&A Market

M&A activity involving middle-market companies valued between $100 and $500 million, Etkin & Company’s focused client size, began to rebound in the second half of 2009 following two years of decline coinciding with the global economic recession and financial crisis. The rebound continued in 2010 and 2011, and the large number of recently announced transactions strongly suggests that future data will show accelerating M&A activity in 2013. The following illustration is instructive:

Noteworthy is that much of the activity in 2010 – 2012 was driven by strategic acquirers. Financial acquirer activity, by comparison, remained fairly constant during the period, following a 69% increase from 2009 - 2010. Driving accelerated strategic acquirer M&A activity in the U.S. has been:

• The existence of an estimated four trillion dollars of idle cash on corporate balance sheets around the world,

• The decision by the board’s and management of operating businesses around the world to return to strategic acquisitions as a means to redeploy this idle

cash into high-quality, productive operating assets,

• Historically low short and long-term interest rates that make debt financing very appealing,

• The need for foreign-based operators to have a relevant operating presence in the U.S. - the world’s strongest and most stable and secure business and consumer economy,

• A low foreign exchange value of the U.S. dollar that adds to the allure of foreign investment in the U.S.,

• A growing concern that failing to act now will result in losing out on the best and most compelling strategic opportunities.

These factors have attracted many historically active foreign strategic acquirers back to the U.S. M&A market. The goal: to increase profitability and strengthen global competitiveness by acquiring premier middle-market businesses that will expand and/or leverage existing core business operations, add experienced, entrepreneurial management teams and introduce exciting new growth platforms into the future. The result: increased transaction activity, upward pressure on EBITDA multiples and enterprise valuations and the creation of a sense of urgency among both foreign and domestic strategic acquirers to act. Dramatically increasing financial acquirer activity is the emerging 2013 game changer however, as banks and financial institutions once again aggressively compete to provide capital to the strongest and most experienced financial acquirers ... and financial acquirers who have been sidelined over the last several years seek to make up for lost time and ground. Etkin & Company believes that the combination of these factors will cause M&A activity to continue to accelerate through 2013. Supporting this view are the facts that:

• Private equity and hedge fund partnerships have over $1 trillion of committed equity capital - enough capital to conclude over $3 trillion of transactions – that they must either invest in quality assets in the near term, or return to investors,

• The factors and forces that have been driving increased strategic acquirer M&A activity since 2009 are accelerating today,

• Continued low interest rates and high public equity values have combined to create fierce competition for the best businesses and management teams, forcing acquirers to once again offer preemptive values in order to secure the best businesses and opportunities.

Number Of U.S. M&A Transactions Valued Between $100-$500 Million: 2007-2012

Source: Thompson/Reuters

Strategic Acquirer Transactions

Financial Acquirer Transactions

582

270

2007

425

176

2008

307

124

2009

475

210

2010

561

202

2011

540

180

20120

97

194

291

388

485

582

0

45

90

135

180

225

270

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Moreover, because many of the most experienced and successful acquirers tend to seek out leading privately-held businesses in any given industry or sector, we believe that these factors also point to coming ‘perfect storm’ conditions, and an M&A environment in 2013 that will be disproportionately opportunistic for owners of premier private middle-market companies in the $100 - $500 million transaction size range. In fact, recently released 2012 data already strongly supports this view. Accelerating interest and competition has already elevated valuations and median EBITDA multiples for transactions in the $100 - $500 million transaction size range to their highest level in years … and above median multiples paid for any other transaction size range, as reflected in the following graph:

At the same time, increased competition and financial acquirer interest has caused the gap between median, overall strategic and financial acquirer EBITDA multiples to narrow:

Etkin & Company believes that each of these established trends will continue through 2013.

Noteworthy is that premier, private, middle-market companies are particularly attractive today. The reason: because besides providing access to desirable niche markets, products and services and experienced, entrepreneurial management teams, private transactions can be completed more quickly, efficiently and with greater confidentiality and vastly reduced legal and regulatory requirements than public transactions.

Thus, contrary to the misconception that sale and recapitalization transactions are only suitable for publicly listed companies or billion dollar private businesses, in 2012 the vast majority of sale and recapitalization transactions in the U.S. involved companies valued between $100 million and $500 million, as reflected below:

THE BOTTOM LINE / The M&A market is robust, demand for premier, private companies is strong and owners of premier private businesses valued between $100 million and $500 million are uniquely well-positioned to benefit from increased competition and accelerating M&A activity. The key next step is to determine if your company can demonstrate the attributes that make a company appealing today, thereby putting you in a position to take full advantage of today’s opportunistic M&A market dynamics.

EBITDA Multiples – Strategic v. Financial Acquirers: 2007-2012

Source: Thompson/Reuters

U.S. Strategic EBITDA Multiple

U.S Private Equity EBITDA Multiple

2007 2008 2009 2010 2011 20120.00

1.55

3.10

4.65

6.20

7.75

9.30

7.8x7.2x

9.3x

8.3x8.7x 8.9x 8.7x 8.8x

8.1x 8.4x 8.5x 8.3x

U.S. Middle-Market Enterprise Value to Medium EBITDA Multiple: 2007-2012

2007 2008 2009 2010 2011 20126

7

8

9

10

11

12

$100-$500 MillionLess than $100 Million

Total Middle-Market$500-$1,000 Million

12 x

11x

10x

9x

8x

7x

6x

Med

ian

EB

ITD

A M

ultip

le (x

)

Source: Thompson/Reuters

Disclosed U.S. M&A Transactions Greater Than $100 Million by Transactions Size: 2012

Source: Thompson/Reuters

Disclosed U.S. M&A Transactions Greater Than $100MM by Transactions Size: 2012

Source: Thompson/Reuters

Greater than$1,000 Million $100 Million-

$500 Million

$500 Million-$1,000 Million

17%

16%66%17%

17%66%

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Top-Notch Management Team / Acquirers typically consider a company’s management team to be its most valuable asset. This is particularly true in today’s challenging, yet opportunistic, global economy. Acquirers will need to rely on the experience and expertise of a committed, entrepreneurial management team to continue a privately held company’s growth trajectory ... and justify the premium value paid.

Superior Operating Performance / Companies that have consistently outperformed their peers and the industry at-large are highly prized, and owners of these businesses can expect to receive premium values reflective of premium performance.

Proprietary Technologies And Sustainable Competitive Advantages / Experienced acquirers know that in any industry there is a finite number of truly outstanding, industry leading businesses offering proprietary technologies and sustainable competitive advantages vis-à-vis competitors. Businesses that can demonstrate these qualities are always the most sought after acquisition targets.

Brand Recognition And Awareness / Acquirers today are particularly focused on acquiring businesses that enjoy industry leading brands with widespread recognition and respect. Brand name products or services typically generate higher prices, richer margins and enjoy greater customer loyalty than generic or commodity competitors. Established brands also provide more reliable and efficient entry into new and contiguous markets, channels and geographies, while the tremendous expense and uncertainty around trying to launch and build a new competitive brand is viewed as a significant barrier to competitive entry, and a significant asset of the brand and intellectual property owner.

Industry Leaders In Consolidating Industries / Worldwide industry consolidation and the need to be competitive on a global scale are driving M&A activity across multiple sectors and industries. As a result, premier private companies that offer high-margin and/or niche products or services and bring experienced, professional and entrepreneurial management teams in consolidating industries are of particular interest today.

Business And Product Synergies / Private companies with growing product lines and established channels of distribution or successful service offerings are sought today by domestic and international acquirers seeking to enter or strengthen an existing presence in the U.S. and global markets. The goal of an acquisition is to leverage the strengths of both the acquired and the acquiring business. If the acquired company’s products or services are particularly strong in a regional or domestic market or industry, a strategic acquirer will seek to explore opportunities to expand the business by integrating the acquired company’s products or services into its own national and international marketing and distribution channels. Similarly, an acquirer may seek to create value by working with the acquired company’s management team to introduce the acquirer’s products and services into marketing and distribution channels established and developed by the acquired company. Whether the motivation is that of a domestic strategic acquirer seeking access to new products, an international acquirer seeking new products and markets and a toehold in the U.S. or a pre-emptive move by one acquirer to preclude competition from another, private companies that strengthen an acquirer’s business or operations are very much in demand today.

Compelling Growth Opportunities / Successful, private businesses with leading positions in industries experiencing or poised for above average future growth are, not surprisingly, particularly attractive. Acquirers typically believe they can make contributions that would drive faster and more profitable growth and create even greater value and opportunity in the future, thereby warranting and justifying a premium value.

What Makes a Private Company Appealing Today?

Thoughtful timing and professional execution are the keys to a successful sale or recapitalization transaction because rarely is the statement “the more you have to offer, the more you have to gain” more true. Today, acquirers seek businesses that can demonstrate many of the following attributes:

THE BOTTOM LINE / Today, middle-market private companies that can demonstrate the attributes that make a company appealing and that engage in a professionally developed and executed transaction process will attract strong interest from both strategic and financial acquirers. Strong interest will ignite competition and competition will drive value, opportunity and benefit for company owners and management.

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Thoughtful Planning, Good Timing and Professional Execution: The Keys to a Successful Private Company M&A Transaction

Etkin & Company believes that owners of premier private companies should be fully aware of their sale and recapitalization options when business is good, profits are rising, an experienced, professional management team is in place and future prospects appear bright and exciting. Why? Because that is the time when a business is most appealing to prospective acquirers, and when its owners are best positioned to maximize the benefits and opportunity to all stakeholders in any transaction.

Yet, surprisingly few owners of successful private companies actually are. In fact, a recent study showed that few owners actually plan and execute their M&A transaction with the same level of thought that they typically put into making many of the most routine and mundane daily business decisions. As a result, the study found that over 75% of all private company owners fail to gain maximum benefit from a once-in-a-lifetime value creating opportunity - the sale or recapitalization of their business. For this reason, among the most important messages you should take from this report are that:

• Sound planning and thoughtful timing are the keys to a successful private company M&A transaction,

• The owner whose company can demonstrate the attributes that make a company appealing at a time that the M&A market is robust is very fortunate, and

•The owner who leverages good timing and solid performance and considers his sale and recapitalization options when they are in alignment will be rewarded.

The transaction planning and execution phases - where the most compelling attributes of a business are woven together into

a carefully developed and implemented strategic marketing plan – are two areas where an entrepreneurial, dedicated banker will add tremendous value. It is where excitement and passion among prospective acquirers and value for company owners are created. Too often, unfortunately, this is also where tremendous value and opportunity is squandered by a banker who lacks, or fails to contribute, the requisite skills and expertise.

THE BOTTOM LINE / Etkin & Company has been providing unmatched, entrepreneurial transaction planning and sell-side transaction execution expertise since 1987. It is how we have built our reputation, distinguished ourselves from competitors and routinely delivered results that exceed our client’s expectations. If the time could be right for your company and you, call Bill Etkin directly at (212) 888-7812 or email Bill at betkin@etkincompany.com in complete confidence for a professional assessment of your company’s value and prospects today.

“ Bill Etkin saw and understood the value of our business and brand immediately. He generated interest in Farnam from buyers all around the world, fought tenaciously for the very best outcome for our family every single step of the way even months after he was paid and delivered a value way above what other bankers we talked to told us they could get for us.” Charles Duff Founder and Former Chairman/CEO

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The Benefits of a Successful Transaction

We have previously discussed the forces driving today’s M&A market, the attributes that make a company appealing today, the benefits and opportunities that are realized from transacting at the right time and for the right reasons and the critical importance of passionate, entrepreneurial and professional transaction execution. We now turn to the many significant benefits that the owner of a premier private company will realize from a successful sale or recapitalization of his business today. These benefits include:

Liquidity / Selling or recapitalizing a private company will greatly increase an owner’s liquid wealth by monetizing the illiquid value that has been created and tied up in the business, and liberating the personal capital that has been committed to operations and growth. One client recently shared that despite receiving pretax distributions totaling in the tens of millions of dollars annually for well over a decade prior to his transaction, only after the transaction was completed did he finally feel that he had control over the bulk of his personal wealth and was finally in a position to make comprehensive, long-term financial decisions for his family and himself.

Asset Diversification / The liquidity an owner realizes in a transaction will enable him to diversify his assets and holdings. A major portion of the owner’s total personal wealth will no longer be exposed to the risks and uncertainties of a specific market or industry, unexpected competition, an unsuccessful investment, the value of the dollar, world geopolitical events, national and international economies or simply a few bad business years. The liquidity that results from a transaction can be carefully invested in a safe, tax-efficient fashion, taking into consideration personal financial objectives and risk-return priorities and preferences.

Opportunities And Benefits For Management, Employees And Continuing Shareholders / Experienced acquirers typically consider the management and employees of a premier business to be among its most valuable assets, if not its most valuable asset. In fact, most successful private company acquirers will not consider a transaction unless existing management remains committed to the business following the transaction. As a result, managers and employees of the acquired company will typically be offered direct financial ownership, significant performance incentives as well as other meaningful consideration, including in the case of strategic acquisitions greater opportunities for advancement in a larger, global organization, as an additional benefit of the transaction. Noteworthy here is that the more appealing the business opportunity is perceived to be, and the more robust the M&A marketplace is, the richer the opportunity that can be developed for managers, employees and – particularly in the case of a recapitalization - continuing shareholders going forward.

Transition Planning / A properly timed, structured and executed transaction eliminates risk and uncertainty, and affords the business owner(s) the luxury of choosing the future direction of the company. It will fully protect the owner’s family, managers and employees, and the business itself, against the risk that the business might suffer extreme disruption, or potentially flounder, following the unexpected disability or death of a guiding entrepreneur.

Estate Planning / The sale or recapitalization of a privately held business frequently provides the best, and in some cases the only, true method of determining and maximizing the value of each shareholder’s interest. It makes available the liquidity necessary to plan estate obligations properly, and provides a practical, tax-efficient method of providing for heirs who are not involved in the business. For most owners, their privately held business is their single largest and most important financial asset. Yet it is virtually impossible to sell a private company for a fair value, let alone its maximum value, following the death or disability of a operating shareholder or founding entrepreneur. And this is true even if a management team is in place. Thus, if an owner dies before a properly structured sale is completed, the estate may become compromised or be forced to:

• Accept an artificially low valuation determined in accordance with the provisions of a pre-existing shareholder buy-sell agreement,

• Negotiate value during a period of uncertainty, grief and from a position of apparent weakness,

• Seek to locate a third-party acquirer who is likely to be legitimately concerned about the impact of the loss of the entrepreneur on the business, and who should be expected to take advantage of perceived weakness and to negotiate the best deal possible … at the estate’s expense.

A properly timed and executed transaction will eliminate all of these concerns. The transaction establishes a value for the holdings of each stockholder, and enables the owner(s) to realize proportionate value in the form of liquid wealth during

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one’s lifetime. This liquid wealth is then free to be spent, invested or disposed of according to the shareholder’s wishes, and in the most tax-efficient manner. The liquidity that results from a successful transaction also allows children or other heirs who are not involved in the business, but whose wealth would be impacted by its future success or failure, to be provided for responsibly and appropriately.

Capital Gains And Estate Tax Savings / A sale or recapitalization transaction can result in substantial tax savings. Under current law capital gains at the federal level are taxed at approximately 20%, while federal estate taxes can exceed 50% of the estate transferred. A properly planned, structured and executed transaction can help an owner minimize, or avoid altogether, the adverse impact of future tax changes, particularly the draconian impact of unplanned estate taxes should death come unexpectedly. Noteworthy is that in certain circumstances payment of capital gains taxes resulting from the sale or recapitalization of a business can be deferred indefinitely, thereby reducing its effective tax cost. In other circumstances, capital gains taxes are avoided altogether.

Business Expansion / A sale or recapitalization transaction will always result in the substitution of institutional or public capital for the personal or family capital that had been supporting the business. In addition, combining the financial, operating and management strengths of the acquiring and acquired companies can often times:

•Drive faster and more profitable global growth,

•Accelerate the evolution of the acquired company into a more relevant global industry participant,

•Provide economies of scale,

•Provide access to new markets and sales and distribution networks,

•Provide capital for investment in new technologies and the most productive operating equipment,

•Accelerate pursuit of attractive, synergistic acquisition opportunities.

Changing Lifestyle / After spending a career building a company and keeping it growing and profitable, an owner may simply wish to enjoy the luxury of some additional free time for his family or outside, business or non-business interests.

THE BOTTOM LINE / Owners who consider selling or recapitalizing their business at the right time, for the right reasons and when the M&A market is robust, place themselves in the position of enjoying the best of all possible worlds.

THEY CAN:

• Realize liquidity and the many other economic and non-economic benefits that flow from a properly timed and executed transaction,

• Save on taxes,

• Position their management team and key employees to achieve significant personal wealth as they lead the business into the future,

• Direct the transition of ownership of their business,

• Gain the ability to devote time and energy to other interests,

• Continue owning a substantial interest in the business, if they choose, enabling them to contribute and participate in the growth and increased value of the business into the future.

Thoughtful transaction planning and timing and professional, entrepreneurial execution make the many potential benefits and opportunities of a successful M&A transaction achievable.

“ Etkin & Company developed and executed a flexible/adaptive marketing strategy that put the company in the hands of a strategic acquirer that is totally behind our efforts to accelerate growth and take a bigger share of the global industry, while delivering a purchase price to our shareholders that was at the high end of their expectations and above what other bankers told us to expect.” Bob Scanlon Former CEO/President

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Strategic vs. Financial Acquirer Transactions: Different Approaches and Unique Opportunities

Strategic acquirers are typically public or private operating businesses that seek to acquire 100% of a company in order to strengthen, leverage or expand existing product or service offerings, markets, operations, management teams, etc. Financial acquirer transactions, on the other hand, typically involve the participation of a private equity firm or hedge fund and effectively result in an acquisition of less than 100% of a company, with former owners and continuing management owning the balance.

Transactions, whether strategic or financial, can be structured in any way, and to accomplish any purpose or objective. Transactions can be structured involving cash only or stock only, combinations of cash and stock, with or without ongoing ownership, contingency or installment payments, profit participations or earn-outs. They can involve sale and leasebacks, future royalty payments or the inclusion or exclusion of certain assets, including trademarks, copyrights and patents. They can include or exclude real estate. They can be tax-free or they can be taxable. They can be structured as sales, mergers, recapitalizations, leveraged buyouts, management buyouts, or in many other ways. A key benefit of entering a robust M&A market with a premier private company is that the business owners can expect to receive multiple proposals reflecting different approaches from prospective acquirers. An experienced, entrepreneurial banker can then leverage the competition that follows into a transaction that meets, or exceeds, the client’s objectives. Following is a brief overview of the transaction structures frequently employed in the sale or recapitalization of premier private businesses today:

Stock V. Asset Sale / The typical sale transaction takes one of two forms: a sale of assets or a sale of stock. Typically, for the reasons discussed below, acquirers seek to buy assets, while owners prefer to sell stock. A purchase of stock typically involves the acquisition of a corporation’s stock directly from its shareholders. In a purchase of stock, the acquirer steps directly into the shoes of the seller through ownership of the corporation, not just its assets, being transferred to the acquirer. The acquiring corporation will take on all of the acquired company’s assets and assume all of its known liabilities, and, absent specific additional contractual provisions, assume all of its unknown liabilities as well. The acquirer can either maintain the acquired corporation as a wholly owned subsidiary, or it can effect a merger or consolidation. In the case of a merger, the former corporation would cease to exist, and the latter’s corporate existence would continue as the surviving entity. In the case of a consolidation, the two individual corporations would cease to exist and a new consolidated corporation would emerge. Owners typically prefer to sell stock for the tax benefits they realize and the tax complications they avoid. They also often

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choose to sell stock because all corporate liabilities will then have been transferred to the acquirer, subject to the terms of the stock purchase agreement. In an asset sale, the corporation typically sells substantially all of its assets to an acquirer without transferring ownership of the actual selling corporation. The acquirer will also typically assume the selling companies operating liabilities, and, depending on the circumstances and documents may, or may not, assume certain known or unknown liabilities and operating or other debt. An asset sale usually requires approval by some majority of the corporation’s shareholders, and is typically followed by the dissolution of the corporation and a distribution of any remaining assets, including the proceeds of the asset sale, directly to the shareholders. Acquirers usually prefer to acquire assets for the attendant cash flow and tax benefits that result from increased goodwill, depreciation and amortization expenses, and because it provides less risk of being liable for unknown, continuing or contingent successor liabilities.

Financial Acquirer Recapitalizations / A recapitalization is a type of transaction that is particularly desirable where current ownership wishes to sell in order to achieve the benefits of a successful transaction, particularly liquidity, but where current

ownership also wishes to remain involved in the business and maintain a sizable, sometimes controlling, stake going forward. Recapitalization transactions also offer a great mechanism for owner/sellers who wish to bring top and middle management into company ownership at a very favorable valuation. Recapitalization transactions are usually undertaken with a private equity firm, hedge fund or other type of financial sponsor that invests equity and debt, or invests equity and arranges for a lender or lenders to provide debt to the recapitalized entity. Recapitalizations can also be structured so as to divide a company’s equity or debt into two or more classes, with provisions of each class designed to serve the objectives of the particular owners or holders.

THE BOTTOM LINE / The owner who proceeds at the right time, and who enters a robust M&A market with an appealing business that generates buyer interest and ignites competition, can leverage that strength into a transaction approach and structure that accomplishes all personal and professional objectives.

“ Etkin & Company continues to deliver value for Starbucks across our business and in both U.S. and International markets. Whether in developing and executing strategic transactions on our behalf, helping us elevate our profitability and performance or when the Starbucks Senior Leadership Team or I need counsel from someone whose judgment and advice we respect and trust implicitly, Bill Etkin is our “go to” banker.” Howard Schultz chairman, president and ceo

Found from Website PDF (Recreate PMS)

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Valuing a Premier Private Business: Taking Full Advantage of an Inherent Market Inefficiency

Valuing a premier private business is a highly subjective undertaking. Unlike in the public company context where there may be thousands or tens of thousands of buyers standing at the ready to buy or sell, no such market exists for a private company. There is no mathematical calculation or business valuation model, or combination of calculations and models that can begin to account for the unique, often intangible, value that a great company will represent to the right strategic or financial acquirer.

In Etkin & Company’s view, the question of a company’s value cannot be fully answered independent of the questions “to whom?”, “why is the prospective acquirer interested?” and “what benefits will the acquirer derive from the acquisition?”. Acquirers who expect to derive tremendous benefit from a particular acquisition will frequently disregard “traditional” valuation norms, offer a full, preemptive value and be much more accommodating to owners’ needs and goals. To them the opportunity has “greater value” and to them the consequence of failing to act could be more significant than merely missing an opportunity: it could result in the permanent strengthening of a global competitor. There is, therefore, an additional sense of urgency to complete the transaction and remove the acquisition opportunity from the market. For all of these reasons it is not unusual for enterprise valuations developed by different acquirers to vary by more than 100%. And that’s precisely where the opportunity lies. Identifying the strongest potential acquirers, correctly assessing the value and relevance of the business to each acquirer and thereafter demonstrating to each acquirer why the opportunity justifies a record setting value are key to driving value and generating the best result for the seller. Consider the case of Farnam Companies, Inc., a transaction described in the case study section of Etkin & Company’s website. Etkin & Company developed and implemented a targeted, strategic marketing plan for Farnam that generated initial offers from 16 bona fide acquirers. The offers ranged from $165 million to $255 million. The prospective acquirer offering $165 million wasn’t seeking to take advantage of the seller any more than the prospective acquirer offering $255 million was trying to overpay.

Instead, each saw the opportunity through a different lens …its own. By carefully and proactively executing a custom strategic marketing plan, and by demonstrating to each prospective acquirer what the acquisition of Farnam would mean to them, Etkin & Company was able to negotiate the initial offers into a closed sale of stock transaction valued in excess of $340 million. The results we delivered to Farnam’s shareholders are not unusual for us. But to take full advantage of private company valuation inefficiencies and deliver such results each transaction has to be executed carefully, thoughtfully, methodically and entrepreneurially.

THE BOTTOM LINE / Etkin & Company has been developing, executing and concluding successful sale, merger and recapitalization transactions for owners of premier private companies since 1987. Over the last 25 years we have generated industry-record valuations and created billions of dollars of value and liquid wealth for owners of many of America’s leading and most respected private companies. Etkin & Company’s unique approach to creating value combines a comprehensive understanding of each client’s business and goals with extensive transaction and tactical expertise, unparalleled personal engagement and proactive, professional execution to deliver results that routinely exceed client expectations. Former clients routinely attribute the success of their transaction to Etkin & Company’s strategic, entrepreneurial thinking, tactical expertise, personal engagement and proactive, professional execution.

For all these reasons, now is the time for you to get to know Etkin & Company. Spend a few minutes reviewing the case studies that demonstrate the results we achieve for our clients on our website at www.etkincompany.com. Then call Bill Etkin, directly, at (212) 888-7812 or email Bill at betkin@etkincompany.com and allow Etkin & Company to:

•Provide you with the information and tools you need to make an informed decision about whether now could finally be the right time for you to consider selling or recapitalizing your business,

•Provideyouwithaconfidential,professional assessment of your company’s value and prospects today.

Call while the thought is fresh … and let us show you the value, the benefits and the opportunity that Etkin & Company can create for your company, your shareholders, your managers and employees and you today.

14 East 60th Street, New York, NY 10022 T: 212.888.7500www.etkincompany.com

M&A activity is accelerating, the M&A market is robust, demand for premier, private companies is strong and owners of premier businesses are uniquely well-positioned to benefit from today’s market dynamics and high private company valuations.

A Call to Action: Get to Know Etkin & Company