THE FIRM Corporate Finance Associates (CFA) is one of North America's oldest and most prominent investment banking firms serving middle-market companies. In its over 50 year history, CFA has recorded thousands of successful transactions by working diligently on the client’s behalf. Our global footprint and network of over 50 experienced professionals make CFA uniquely qualified to help you realize your business goals.

Investment Bankers to the Middle Market Ranked the No. 10 M&A Advisor for U.S. transactions under $50 million by Thomson Reuters in 2012, Corporate Finance Associates is an international investment banking firm serving middle-market businesses. For over 50 years Corporate Finance Associates has been advocating on behalf of business owners who are restructuring a company, either through divestiture, merger, acquisition or recapitalization.

YOUR BUSINESS IS OUR BUSINESS You’ve spent years building your most important and valuable asset… your business. But now you are at a crossroads and need advice. Whether you are selling your business, buying a company, raising capital or planning your business exit strategy, the professionals at Corporate Finance Associates stand ready to guide you through every step in the deal process. CFA offers a full line of investment banking services tailored to middle-market business owners.

SELLING A BUSINESS During the life of nearly every business owner, there comes a point when one contemplates selling all or part of the company. For some owners, the decision to sell a business and transfer the risks and responsibilities to someone else is the clear choice. For others, the decision to sell may not be so cut and dry. It may make more sense to seek a financial partner who really understands the industry and the business opportunities a recapitalization would bring. It may be time to sell only a division, subsidiary or product line in order to improve the long term prospects for a company. For most business owners a sale, merger, or recapitalization is unfamiliar territory and going it alone may not be the smartest choice. Corporate Finance Associates (CFA) is one of the oldest and largest middle-market investment banking firms in North America focused on the mid-sized business owner. For over fifty years, we've been helping business owners maximize their company's value. Our commitment to remaining independent from direct lending sources or investment capital affiliates ensures that we deliver unbiased guidance and helps to increase competition among potential buyers.

BUSINESS EXIT STRATEGY Your Life After Business Ultimately, every privately held business will be transferred. The ownership will change by selling, liquidation, bankruptcy, going public, transferring to a relative, donating to charity or merging with another company. Each of these transfers has different tax, family and lifestyle consequences for the owner. You need a Business Exit Strategy to ensure the best possible outcome.

DIVESTITURE STRATEGY Selling a business, a division, a subsidiary, a product line or major asset is a process that requires equal parts creative thinking, critical analysis, expert advice, sound planning and flawless execution. Having the right team of investment banking professionals working for you is critical to ensure success. CFA's prime objective is to achieve the best possible terms for you. We develop a custom divestiture strategy. We establish price expectations and realistic valuation parameters. We identify and assess prospective purchasers, nationally and internationally, and design and draft the information memoranda. CFA handles the divestiture process in a sophisticated and dynamic manner. We refuse to be bound by standard methodologies… from inception to completion we regularly check and refine the sale template, thereby ensuring it reflects not just our expectations but the best available solution in the marketplace. CFA divestiture mandates include the development of a strategy to maximize value and achieve other objectives of the selling shareholders such as form of consideration, timeliness, confidentiality, and minimal disruption. A controlled, competitive sale process is typically conducted, tailored to the circumstances and sensitivities of our client and the business. This process incorporates the identification and qualification of prospective strategic and financial buyers around the world.

RECAPITALIZATION AND LIQUIDITY STRATEGY There comes a time in the life of many companies when an infusion of new capital or the addition of a strategic equity partner makes good business sense. There are a variety of reasons why it might be time for the Recapitalization of your middle market business: • • • • •

Buyout of partners or family members Remove a portion of the real value of your company in cash as capital gains Remove your personal risk from all corporate liabilities Create a vehicle to enable your management team to acquire equity or buy you out... for cash! Grow the business with the new investor's capital and sell the remainder of your equity down the road - at an even higher value!

Whatever your reason, if you decide that personal liquidity or an infusion of new capital is a smart move, the questions then become, “Where does this new capital come from?” and “How can I implement this growth strategy?” CFA professionals are experts in developing custom growth strategies for middle market businesses and helping owners implement those strategies. During our 50 plus year history, we have developed relationships with both strategic and financial buyers alike. With our worldwide network of Dealmakers, CFA is uniquely positioned to help you achieve your business goals.

THE BUSINESS SELLING PROCESS For most business owners, selling a business is something that may happen only once in a lifetime. So, once you’ve made that decision to sell… what happens next? If you haven’t experienced the business selling process before, you may not know. During our over 50 year history, we have sold hundreds of businesses and we are experts in this field. In addition, many of our Principals have themselves been through the selling process as former business owners.

FORMULATING THE EXIT STRATEGY • • • • •

Uncover exit goals via preliminary interview Develop an exit strategy based on those goals Establish business valuation criteria and ranges Develop business value expectation Develop enhancement strategies to maximize company value prior to sale

PREPARING THE BUSINESS FOR SALE • • • •

Assess company’s strengths/weaknesses Develop personalized marketing program Prepare powerful marketing documents including a brief blind executive profile and a confidential information memorandum Prepare a secure password protected microsite which can contain video and pdf documents

MARKETING THE COMPANY • • • •

Identify potential buyers worldwide Identify prospective equity and strategic partners Identify, screen and initiate confidential discussions with potential buyers Generate interest and arrange facility visits

EXECUTING THE SALE • • • • • •

Receive Letters of Intent Negotiate chosen Letter of Intent on behalf of the client Negotiate structuring the transaction Managing the due diligence process via a secure online Dataroom Coordinate legal, tax, accounting and other professionals Review agreements and closing documents

MEMPHIS OFFICE Our Memphis practice has an exceptional track record as well as breadth of knowledge and international experience to assist clients with M&A transactions. We have served many industries including: utilities, medical waste, software development, manufacturing, railroads, trucking, real estate, medial, retail and professional services. More than any middle-market firm in the Memphis area, we have the people, resources, and network to get the job done. Our commitment to remaining independent from any investment or lending affiliates ensures that we deliver unbiased guidance. We represent only one side, your side. Imagine the advantage of tapping into the negotiating skills of a CFA principal who knows both sides of a deal. Selling, buying or financing a business is a complex process that requires thorough preparation, skillful negotiation, and intimate knowledge of markets and financial resources. With CFA, you'll work locally with a senior principal, who can provide expert valuation, analysis, and negotiating skills, as well as preferred access to a national and international network of CFA industry experts and resources

MEMPHIS TEAM Serving as your partner throughout all phases of the transaction process, your CFA principal will guide you through every challenge, advocate on your behalf, and leverage our firm’s wealth of experience and resources to see you through to a successful close. Choosing an investment banking firm is not easy. For many business leaders it is often a once in a lifetime decision. If you harbor any doubts about the next step, call us. Selecting an experienced and knowledgeable firm that is a strong advocate for your interests will provide the confidence and security inherent in making the right decision.

Gerald W. Lindsay, CPA Gerald W. Lindsay is the Managing Director for CFA's Memphis office. His background includes over 33 years of experience in raising corporate capital, structuring and negotiating M&A transactions and... Read More »

Otto W. Thomas Otto W. Thomas is a Director in CFA's Memphis Office. His background includes turning around underperforming or troubled community banks. Otto has provided consulting services to banks... Read More »

Brad Lindsay, CPA Brad Lindsay is a Certified Public Accountant with over eight years experience in Accounting, Finance, Business Development, and Management. As the Director of Financial Analysis for CFA's... Read More »

Jennifer "Jenny" Robichaux, CBI As Director of Acquisition Services, Jenny assists clients in effectively preparing their business for sale. She works closely with each client to determine their needs and the best way to.... Read More »

EXECUTIVE PROFILE

CONTACT • • • • • • •

CFA Memphis 6465 N. Quail Hollow Road Suite 215 Memphis TN 38120 USA T / 901.751.8880 F / 901.471.3800 E / [email protected]

EDUCATION •

B.B.A., University of Memphis

PROFESSIONAL ASSOCIATIONS • • •

GERALD W. LINDSAY CFA MEMPHIS

American Institute of Certified Public Accountants Tennessee Society of Certified Public Accountants Association of Corporate Growth, Tennessee Chapter

FINRA LICENSES •

Series 7, 79, and 66

Gerald W. Lindsay is the Managing Director for CFA's Memphis office. His background includes over 33 years of experience in raising corporate capital, structuring and negotiating M&A transactions and corporate consulting. Gerald began his career with Touché Ross & Company. He then became a Partner in a C.P.A. Firm in the Memphis area for the next 24 years. In his C.P.A. practice Gerald began advising clients with M&A transactions. He also developed entrepreneurial interests of his own and invested in commercial real estate, transportation and the utilities industries. Throughout his career, Gerald has been involved in multiple M & A transactions involving: utilities, medical waste, software development, manufacturing, railroads, trucking, real estate, professional services and banking and financial services. Gerald has worked with both public and private businesses in the United States, Europe, Middle East, Japan and China. He currently has an office in Beijing, China to support his business interests overseas.

• • • •

Past Successes Include Beginning five start-up companies, all of which are in operation today Managing three joint ventures with the Chinese Government Completing a merger between two leading Electric Utilities, one in the U.S. and the other in Europe. Completing two IPOs Gerald is a member of the American Institute of Certified Public Accountants, and has been active in the State and local societies of CPAs. He has also made numerous presentations and contributed articles that have been published in several industry publications. Securities offered through Silver Oak Securities, Inc. | Member FINRA|SIPC

EXECUTIVE PROFILE

CONTACT • • • • • • •

CFA Memphis 6465 N. Quail Hollow Road Suite 215 Memphis TN 38120 USA T / 901.751.8880 F / 901.471.3800 E / [email protected]

EDUCATION • •

B.B.A. Western Reserve University J.D., Cleveland Marshall School of Law, Cleveland State University

OTTO W. THOMAS CFA MEMPHIS

Otto W. Thomas is a Director in CFA's Memphis Office. His background includes turning around underperforming or troubled community banks. Otto has provided consulting services to banks and has cleaned up the commercial loan portfolio of a $500MM commercial bank that the owners were desirous of selling. At that bank, he restructured a $60MM portfolio of commercial loans that the acquiring entity did not want to keep. Otto began his career as a staff accountant and later moved to a publicly traded regional investment banking firm before becoming the head of the Trust Department of a community bank. He then moved to the commercial side of the bank as Executive Vice President. Otto became President and CEO of a troubled commercial bank that he turned around, saving it from seizure by regulatory authorities. He then went on to turn around three other underperforming commercial banks as President and CEO. As a consultant, his firm successfully completed fifty contracts with the Resolution Trust Corporation during the "thrift crisis" of the late 1980s and early 1990s. He has provided consulting services to and temporary management for small to middle market companies as well as having engaged in M&A activities. Otto has a JD and was admitted to the Ohio Bar.

EXECUTIVE PROFILE

CONTACT • • • • • • •

CFA Memphis 6465 N. Quail Hollow Road Suite 215 Memphis, TN 38120 USA T / 901.751.8880 F / 901.471.3800 E / [email protected]

EDUCATION •

B.S., University of Tennessee

PROFESSIONAL ASSOCIATIONS • • •

BRAD LINDSAY CFA MEMPHIS

American Institute of Certified Public Accountants Tennessee Society of Certified Public Accountants Association of Corporate Growth, Tennessee Chapter

FINRA LICENSES •

Series 7, 79, 24 and 63

Brad Lindsay is a Certified Public Accountant with over eight years experience in Accounting, Finance, Business Development, and Management. Prior to joining the Memphis office of Corporate Finance Associates Brad began his career at Morgan Stanley. He was responsible for developing and structuring tax-favored retirement, tax-qualified and preferred benefit plans, business valuations, corporate and individual portfolio selection and diversification. Later, he joined a national accounting firm, where he where he prepared audits, reviews, compilations, and tax returns and assisted publicly traded clients with Sarbanes-Oxley financial controls. Brad has also worked internationally in China. As an analyst living in Beijing, he reported on high profile portfolios and joint venture opportunities with the Chinese government. Brad is an active member of the Tennessee society of CPA's and the AICPA, as well as several local professional associations. He currently holds FINRA Series 7, 79 and 63 licenses. Securities offered through Silver Oak Securities, Inc. | Member FINRA|SIPC

EXECUTIVE PROFILE

CONTACT • • • • • • •

CFA Memphis 6465 N. Quail Hollow Road Suite 215 Memphis, TN 38120 USA T / 901.751.8880 F / 901.471.3800 E / [email protected]

EDUCATION • •

B.B.A., University of Memphis M.B.A., University of Memphis

PROFESSIONAL ASSOCIATIONS • •

Association of Corporate Growth, Tennessee Chapter International Business Brokers Association (IBBA)

JENNIFER ROBICHAUX CFA MEMPHIS

Jennifer Robichaux, the Director of Acquisition Services for the greater Memphis region, assists clients in effectively preparing their business for sale. She works closely with each client to determine their needs and the best way to position their business in the market. Her commitment has always been to enhance the value of a company before it goes on the market. Jenny worked for several years at FedEx in Global Brand Management and Retail Marketing Departments. Her experience includes brand management, communications, business plan development, and strategic planning. Jenny earned her MBA. from the University of Memphis where she majored in Marketing. She also holds a Real Estate License in the state of Tennessee. She is an active member of the IBBA, M&A Source and other leading M&A organizations. She has received the Certified Business Intermediary (CBI) designation from the IBBA.