46936_Corp.

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Maximizing Value
Helping Business Owners
Expand their Options
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The March Group

The March Group is a private investment bank with more than 20 years of
experience specializing in the marketing and sale of privately held mid-size
businesses. The March Group provides a full spectrum of investment banking
and consulting services designed to help entrepreneurs obtain financing in all
stages of their company’s development. We are committed to identifying key
strategies for maximizing value throughout every phase of our clients’ organi-
zational development.

With a robust network of buyer relationships throughout the world, The March
Group provides their clients with unparalleled contacts developed over a 20
year span of successful operations.
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Strategies to Achieve Maximum Value

The March Group puts more than 20 years of experience with premium buyers to work every day for clients.
Our hands-on approach to selling a business from workshops to the valuation to the marketing process is
built on confidentiality, client involvement, constant communication, expert counsel, and persistency to
find the right buyer.
The March Group works with business owners to identify their unique financial and personal objectives.
Those objectives are crafted into a tailored bundle of services designed to address the business owner’s
short and long-term goals.

Our Services include:

For all Clients
• Analysis of strategic options
• Valuation
• Business plan development
• Strategic growth consulting

Clients seeking to sell their business

• Asset and/or stock sale management
• Divestiture
• Tax-free reorganization
1

“We’re delighted with the performance of The March Group. We needed their help in
order to properly prepare the business for sale, find the best acquirer, negotiate the
transaction, and close it. As we discovered, selling a business takes a great deal of
expertise, experience and, perhaps most of all, perseverance... Our intermediary never,
ever gave up... We couldn’t have done it without them. They got us what we wanted
for our business and now we’re retired!!... and, their affiliated tax attorney was able to
reduce our tax obligations by a total in excess of $400,000.”

— Former CEO of an Industrial Kitchen Equipment Manufacturer

Clients seeking to grow their business

• Full range of acquisition services
• Mergers/joint ventures
• Market, product expansion
• Efficiency enhancement analysis

Clients seeking financial flexibility

• Debt and equity private placements
• Senior revolving lines of credit
• Subordinated debt and equity
• Corporate partnerships
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Dedication
to the Middle-Market
Business Owner
The hardest part of running a business
may be selling it
Selling your business for maximum value requires a different set of
skills and perspective than running it. Day-to-day decisions ultimately
determine your business’ sale value. Implementing an exit strategy
today will help you realize maximum value when the time is right
to sell. When that time comes, The March Group’s expertise ensures
you successfully navigate the selling process. Our commitment to
maximizing value allows you to focus on running your business and
still keep your growth plans on track.

Fraught with obstacles and unexpected difficulties, selling a business

requires experience and diligence. The March Group guides the

“Certainly, no sale of a business is easy. There were at least three times when the
transaction seemed to have irretrievably collapsed. Each time, The March Group exerted
its patience, expertise, and persistence in bringing it back to life. I believe that it most
certainly would not have closed but for the tremendous efforts of The March Group...
you certainly earned your fee... You know how to get the job done, not to mention
your ability to maximize the dollar return.”

— Former President and Owner of a National Binder Manufacturer

process by resolving conflicts that arise during the complex sales

process, while never losing sight of the business owner’s goal —
selling for maximum value.

A glimpse into The March Group’s client files illustrates our firm’s
determination and ability to get the job done:
Case Studies
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Case Studies

Commercial Plumbing Contractor

With $8 million in sales generating a $303,000 EBIT, the owner had sold the business himself, only
to have to take the business back due to the buyer not fulfilling their financial obligation. The March
Group sold the business to a residential plumbing contractor for over 11 times EBIT.

Specialty Medical Supply Company

The March Group cast the net wide for this deal to attain maximum value on the sale of this distribu-
tor of wheelchairs and diabetic supplies to Medicaid and Medicare patients throughout the South.
Researching beyond the client’s industry, The March Group identified an acquirer — a private equity
group with synergistic portfolio companies. This all cash transaction was structured as an asset sale.

Marina Resort
Sold after tremendous interest resulted in a silent auction, this multi-faceted company garnered
more than $1 million above the valuation. More than 20 confidentiality agreements were
submitted for this company, which had assets and activities comprised of boat sales, rentals,
a restaurant, an RV lot, and a game room.

E-Commerce B2B 3
This business-to-business vertical web portal for the aerospace and aviation industry gained access
to a $15 billion public company through The March Group. The public company has invested
$4 million in a preferred stock position.

Corporate Network of Dental Offices

The partners in 11 dental clinics engaged The March Group “just to see what their business might
be worth.” The clinics received a valuation plus a connection to several national players in the den-
tal consolidation field. The March Group contacted two of these consolidators immediately and one
of them acquired our client as part of an Initial Public Offering (IPO). The clinics realized more than
$5 million with over 50% in a tax-deferred stock exchange. The stock has increased over 40% since
going public. The March Group successfully navigated the negotiation of the stock exchange, the
acquisition of two partnership interests, employment and non-compete agreements. All of this from
an original valuation of about $3.5 million.

Food Processing Company

This 18-year-old company with annual sales of $3.7 million and earnings of $1.1 million was
purchased by an $85 million company with intentions of growing to $170 million within three
to five years. The sale included goodwill of $2.5 million plus the value of the assets conveyed.
One owner negotiated a long-term employment contract and the other retired.

Textile-Related Chemical Company

This company with $4.6 million in annual sales was divested by a $185 million commodities
chemical company. The buyer sought growth through vertical integration.
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Maximizing Value:
The March Group’s
Cornerstone Approach
We begin all client services with The March Group Cornerstone
Approach, a thorough, systemized process for exploring selling
a company that engages clients in communication and deci-
sion making throughout each stage – from conducting a
confidential financial analysis of a company to marketing the
company to strategic buyers to conducting due diligence.
Ultimately, it is our goal to secure the best after-tax value for
a company.

Pre-Sale Planning — The Foundation of the Process

1. Evaluation — The first step in any strategic decision making is the

evaluation. Interested in selling, buying, growing whatever your ulti-
mate destination, you need a roadmap to get you there. If you are
interested in selling, the evaluation establishes the floor of value and
triggers the transaction structuring required to meet your selling
goals. If growing your business, the evaluation provides you today’s
baseline value, crucial information for strategic growth design.
4

“We have used The March Group’s services for three acquisition transactions, and in
each one, they maintained a laser-focus on closing the transaction. They followed
through on the issues with professionalism and kept the negotiations focused on
completion. We are very pleased with The March Group’s sense of responsibility to
us as clients, both before and after closing. One of the companies we purchased
developed post-transactional issues with the former owners. The March Group came
back at no cost to us and negotiated a resolution that worked for all parties. That’s
why we’ll continue to use their services.”
— CEO of a National Environmental Laboratory

2. Decision Point — During this step, The March Group works with
you to review the evaluation and carefully consider your personal
needs and desires. We will discuss answers to the following ques-
tions: What types of buyers are best for your business? What are your
options regarding deal structuring? And, what tax strategies should
be explored before moving forward?

3. Exit Plan — Firefighting the daily challenges of running your busi-

ness leaves little time for developing a comprehensive exit strategy.
The March Group steps in and steers this process, resulting in an
action plan, goal-driven toward maximum value. If your exit strategy
is years down the road, we can prepare a Strategic Growth Analysis
to keep you on track to maximum value.
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Meet with Decision Exit Plan

Evaluation
March Executive Point (Personal Needs)
Develop
Buyer
Prospects

Presale Planning
Distribute
Profiles

5
Requests for
Marketing Confidential
Business
Average = 1 year Review
(from decision point)
Review
Preliminary
Offers
Closing
Negotiating/
Deal
Definitive Due Final Letter Structuring
Closing/SOLD Purchase Diligence of Intent
Agreement
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Marketing Your Business

4. Develop Buyer Prospects — The best buyer is the one who can
meet your goals. This makes it essential that your motivation for
selling is clear before you begin the process. Your motivation will
influence the price, terms, and conditions of the sale. Our experience
has revealed three types of buyers: Financial, Strategic and
Synergistic. Regardless of the buyer’s agenda, we ensure the final
deal satisfies yours.

5. Requests for Confidential Business Review — Once the decisions

are made and your motivation and vision for the company are clear,
how will you express this to potential buyers? The March Group cre-
ates a Confidential Business Review to deliver precisely what the
buyer needs to know in order to move to the next level of acquisition.
To craft the Confidential Business Review, The March Group:
• Reviews the history of the business and your background
• Discusses the organization and its personnel
6

“The March Group hit a home run for us. Not only did they arrange the funding for
our venture, they also found us a strategic partner for our new business. I highly
recommend [The March Group] for their quick response and innovative solutions to
complex business issues and challenging funding requirements.”

— President - International Aviation Data and Consulting Firm

• Reviews financial statements and business operations

• Reviews pricing policy, margins and profit centers
• Discusses suppliers, customers, and competitors
• Analyzes a step-by-step order of sale
• Evaluates future prognosis, opportunities for growth
• Examines possible pitfalls, negative trends and future dangers
• Looks for opportunities to enhance value and improve performance

6. Review Preliminary Offers — Labeling your company with an

asking price limits your options before you even go to market.
Instead, The March Group listens to the potential buyer to first
determine their perception of value. These perceptions often differ
widely from buyer to buyer. Understanding these perceptions is
critical to reaching a final deal that adheres to your agenda and
satisfies the buyer’s sense of value.Negotiating / Deal Structuring O
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Meet with Decision Exit Plan

Evaluation
March Executive Point (Personal Needs)
Develop
Buyer
Prospects

Presale Planning
Distribute
Profiles

7
Requests for
Marketing Confidential
Business
Average = 1 year Review
(from decision point)
Review
Preliminary
Offers
Closing
Negotiating/
Deal
Definitive Due Final Letter Structuring
Closing/SOLD Purchase Diligence of Intent
Agreement

7. Negotiating / Deal Structuring — Once the value perceptions are unmasked, negotiating a mutually-acceptable
purchase agreement is the next step. Deals can be structured many ways, and tax planning is crucial in every
option. Whether you want to remain involved or sell outright, careful structuring removes obstacles to your goals
and eliminates “deal-breakers” and planning issues that can haunt your post-sale years.
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Closing

8. Final Letter of Intent — The “Letter of Intent” provides a broad

outline of the understanding between the seller and the buyer.
It includes terms of the eventual transaction, such as cash payment,
asset transfers, other contemplated exchanges and the seller’s
post-sale participation plans, if applicable. After reaching consensus
on the “Letter of Intent”, The March Group begins the process of
eliminating obstacles to closing the deal.

9. Due Diligence — The sensitive process of allowing outsiders a

close-up look at your business can be intimidating. Buyers typically
enlist various professionals to review your business operations and
financials to verify the accurate representation of your company. The
March Group acts as your liaison and steward throughout this process.

10. Definitive Purchase Agreement — After a successful due

diligence process, this document details all aspects of the transaction
and, upon execution legally transfers the stock and/or assets of your
company to the buyer in accordance with your accepted terms.

“It rained last night, it had a different sound, I slept like a baby! I think it will take a
while to get used to my new life, the one without a huge debt load, I have not read
the newspaper this week, I’m not sure if crude oil is up or down, but my pulse rate has
dropped 10 points......... Thanks again for your help, even the easy stuff becomes very
hard during the process, much more so than I thought. Without a doubt, without The
March Group, I would have never got the deal done!!!”

— Former President and Owner - Regional Paving Company

11. Closing — Closing day is a great day. Nothing gives us greater

satisfaction than this culmination of your years of hard work building
your business and our commitment to attaining the maximum value
for it.
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Meet with Decision Exit Plan

Evaluation
March Executive Point (Personal Needs)
Develop
Buyer
Prospects

Presale Planning
Distribute
Profiles

Requests for
Marketing Confidential
Business
Average = 1 year Review
(from decision point)
Review
Preliminary
Offers
Closing
Negotiating/
Deal
Definitive Due Final Letter Structuring
Closing/SOLD Purchase Diligence of Intent
Agreement
46936_Corp.r1 9/18/08 10:12 AM Page 12

Atlanta
Chicago
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Dallas
London
Nashville
New York
Newport Beach
Seattle
Singapore
St. Croix
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The March Group ©