Maximizing ValueH e l p i n g B u s i n e s s O w n e r s

E x p a n d t h e i r O p t i o n s

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The March GroupThe 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

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

“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

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Dedication to the Middle-MarketBusiness OwnerThe hardest part of running a businessmay 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

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

“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

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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

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’sCornerstone 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.

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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“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

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Meet withMarch Executive

EvaluationDecision

PointExit Plan

(Personal Needs) DevelopBuyer

Prospects

DistributeProfiles

Requests forConfidential

BusinessReview

ReviewPreliminary

Offers

Negotiating/Deal

StructuringClosing/SOLD

DefinitivePurchase

Agreement

DueDiligence

Final Letterof Intent

Average = 1 year(from decision point)

Presale Planning

Marketing

Closing

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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

• 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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“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

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Meet withMarch Executive

EvaluationDecision

PointExit Plan

(Personal Needs) DevelopBuyer

Prospects

DistributeProfiles

Requests forConfidential

BusinessReview

ReviewPreliminary

Offers

Negotiating/Deal

StructuringClosing/SOLD

DefinitivePurchase

Agreement

DueDiligence

Final Letterof Intent

Average = 1 year(from decision point)

Presale Planning

Marketing

Closing

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.

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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“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

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Meet withMarch Executive

EvaluationDecision

PointExit Plan

(Personal Needs) DevelopBuyer

Prospects

DistributeProfiles

Requests forConfidential

BusinessReview

ReviewPreliminary

Offers

Negotiating/Deal

StructuringClosing/SOLD

DefinitivePurchase

Agreement

DueDiligence

Final Letterof Intent

Average = 1 year(from decision point)

Presale Planning

Marketing

Closing

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The March Group ©

Atlanta

Chicago

Coral Springs

Dallas

London

Nashville

New York

Newport Beach

Seattle

Singapore

St. Croix

Toronto

Vienna

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