CLARKE ADVISORS LLCPRIVATE INVESTMENT BANKING

Merger and Acquisition Services

Securities offered through Penates Group LLC, FINRA/SIPC (a non-affiliated entity).

1.0 About Clarke Advisors

2.0 Types of Transactions

3.0 Typical Client Requests

4.0 Our Process / Fees

5.0 Confidentiality

6.0 Buyer Profiles

7.0 Private Equity Buyers

8.0 Regional and National Buyers

9.0 Competitors

10.0 The First Step…

11.0 Representative Transactions

12.0 Principals

13.0 Contact Information

OVERVIEW

ABOUT US

Clarke Advisors LLC is a Boutique, FINRA licensed Investment Banking Firm. Our services include capital formation, merger, acquisition and divestiture for small to medium-sized closely held private companies.

Clarke’s experience has evolved from a number of industries including business services, technology and manufacturing.

In the past five years he firm has developed an industry focus in Transportation, Logistics and its industry related Manufacturing Companies.

A. Sell side, Strategic Buyer

B. Sell side, Financial Buyer

C. Buy Side, Strategic / Financial Buyer

D. Debt Recapitalization

E. Debt Recapitalization; Distressed Pre-Bankruptcy

F. Capital Formation, Non-Bank Debt Placement

G. Capital Formation, Equity

H. Capital Formation, Mezzanine Capital

I. Advisory Services including Opinion of Value, CFO Services and Research

TYPES OF TRANSACTIONS

a. A Partner Buyout.

b. I need a new Bank….Now!

c. Lack of a Credit Line.

d. Lack of a Lease Line.

E. No one will provide me financing.

f. Purchase of a Competitor.

g. An older Partner wants to retire.

h. No Family memebers to take over the business.

i. How do I structure a Family Transition?

j. Partial sale of my shares for needed cash.

k. Growth Capital Needed.

l. What is my Company worth?

m. Tax consequences of a sale.

n. A death in the family forces a decision.

o. I am ready to Sell the Company and move on with other things in my life…and the list could go on.

TYPICAL CLIENT REQUESTS

A. Clarke and the perspective client (seller or buyer) discuss the overall objective and most desirable outcome. Clarke and the prospective client sign off on a Confidentiality Agreement and share information on the Company; typically financials, ownership structure and an asset list.

B. Based on this information Clarke provides the Prospective client a verbal or if requested written “Opinion of Value” on the company.

C. Clarke and the Prospective Client sign off on a Non-Exclusive Fee Agreement; Our fees are all back end based and average 5% based on the deal size.

OUR PROCESS

D. Clarke begins the process of researching prospective buyers of both know buyers and other targetd prospective buyers based on the specfics of the Company being sold and conversations with the Seller.

E. Clarke gathers a complete File of financial and corporate due diligence from our Client.

F. Clarke begins the process of contacting prospective buyers using a Confidentiality Agreement for each interested party. A File on the Seller is provided to the prospective buyer; After an NDA is signed.

OUR PROCESS

G. Clarke provides a weekly update to the Client and schedules conference calls as required with interested parties.

H Clarke negotiates with the perspective buyer(s) with the goal of signing a Letter of Intent to purchase between the buyer and seller.

I. Clarke guides the Company through the due diligence and contract process until the transaction is completed. After all this and upon close Clarke gets paid. Our fees average 5% depending on the size of the transaction

OUR PROCESS

Confidentiality is key in a successful sale or purchase of any business. How your Advisor handles the process of research and the contact of potential buyers can make the difference in the pricing, terms and and the eventual success of the transaction.

At Clarke, we pride ourselves on detailed research utilizing our existing relationships and research specific to your business. The control point in the process of selling a business, raising capital or buying your competitor comes with a strong Non-Disclosure and Confidentiality Agreement.

In our process, the client is copied and approves all requests for information and signed Non-Disclosure and Confidentiality Agreements.

CONFIDENTIALITY

BUYER PROFILES

Typically, there are three tiers of buyers:

A. Private Equity Buyers can move the fastest, offer the best terms and conditions BUT are the most selective of the industry buyers. B. Large regional companies; (often backed by Private Equity) make up the second tier of buyers and handle the bulk of the transactions in the market today

C. Competitors of your firm both local and regional.

Private Equity Buyers can move the fastest, offer the best terms and conditions BUT are the most selective of the industry buyers.

* EBITDA focused usually $5.0 million plus

* Prefer niche markets i.e.: Bulk Transport, Aircraft, Food Processing, Chemical, Logistics etc.

* They will consider follow on acquisitions of lower EBITDA multiples.

* Can move fast and offer the most favorable terms.

PRIVATE EQUITY BUYERS

Large regional and national companies; (sometimes backed by Private Equity) make up the second tier of buyers and handle the bulk of the transactions in the market today.

* Focused on location and route synergy’s.

* May offer a premium price.

* Will consolidate locations and staff.

* Favorable terms very few owner notes.

* Slower to make decisions and close.

REGIONAL AND NATIONAL

Your known competition whether local, regional or national.

* Focused on acquiring the customer base

* Will often merge staff

* Will often need outside financing of a owner note structure

* These transactions are very common but are also the most problematic.

COMPETITORS

Your Options:

THE FIRST STEP

Start With: "Opinion of Your Company Value”Provided By Clarke Advisors

Now; Your Exit or Succession Plan Will Be Much Clearer!

Clarke Advisors Will Facilitate:

Tax Planning Scenarios & Estate Planning Scenarios

Coordinated By Clarke Advisors

Exit Plan- Investor or Strategic Sale- Re-Capitalization

Growth Plan- Re-Capitalization- Equity Partner

Succession Plan

- Family options- Employees

Midwest General Freight

(trucking)$21,000,000

Midwest Food Grade

(trucking)$2,500,000

Fallbrook Technologies,

Inc(automotive)$26,000,000

Midwest Food Grade

(trucking)$15,000,000

Midstate Mechanical

(contractors)$21,000,000

Energy and Power

(co-generation)$22,000,000

Midwest Trucking

(Bulk Carrier)$30,000,000

Excell Staffing(Warehouse Staffing) $7,000,000

V COMMERCE(internet)

$13,000,000

Entech, Inc.(Oil

Distribution)$19,500,000

California Integrated Logistics

Quality Oil(Oil

Distribution)Advisory

REPRESENTATIVE TRANSACTIONSWITHIN SEVERAL INDUSTRIES INCLUDING,

TRANSPORT, LOGISTICS, JOBBERS AND TECHNOLOGY

PRINCIPALS

Norman E. Clarke, Managing Partner

Matt McNeil, Senior Advisor

Jim Jenks, Senior Advisor

Bob Peach, Senior Advisor

Cindy Rhodes, Senior Analyst

CONTACT INFORMATION

Office: 480.488.1929Cell: 602.284.8401nec@clarkeadvisors.net

Clarke Advisors LLCPO Box 34667275 East Easy StreetSuite 107 Carefree, AZ 85377www.clarkeadvisors.net