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“Winning Business Strategies”
       Webinar Series



    Thank You for Joining Us.
      Webinar will begin momentarily.
      Download the Power Point Slides for this presentation by visiting
                http://www.bradyware.com/webinars.php.
“Winning Business Strategies”
       Webinar Series



  Sources of Financing/Capital
  to Fund a Growing Business
                     Presented by:

              Cliff Bishop & John Glankler
Join as Cliff and John discuss the improving debt and equity markets and
    the sources of capital that are available for growing businesses.


                                   Presenters:




              Cliff Bishop                      John Glankler
           Brady Ware Capital                Sebaly Shillito + Dyer
                (937) 913-0538                       (937) 222-2053
           cbishop@bradyware.com                 jglankler@ssdlaw.com
Strategic Buyer M&A Trends
•   In 2010, strategic M&A activity increased 11.0% by value, and was relatively flat in number compared to 2009
     •   By contrast, in 2009, strategic M&A deal activity declined 35% by value, and 15.2% by number compared
         to 2008
•   The uptick in strategic M&A activity was driven by companies eager to demonstrate growth in an economic
    environment where organic growth has been particularly difficult to achieve
•   Corporates are gaining confidence in the economy and are more willing to deploy the cash they have been
    accumulating, marking a shift from the conservatism that defined 2009
     •   In 2010, non-financial companies had more cash on their balance sheets than at any time on record

                             Aggregate Deal Value and Deal Volume – Strategic Acquisitions




                                                                Source: Thomson Financial (U.S. targets as of 12/31/10)
Total Loan Volume Soared in the 4th Quarter,
Though M&A Loan Volume Struggled
•   Total loan volume rose to a 3-year high in the fourth quarter to $70 billion, up from $27 billion in the last
    quarter of 2009
•   Refinancings and dividends led the growth, with dividends setting a record by accounting for 16% of total
    issuance in 2010
•   M&A loan volume increased significantly in 2010 but still meaningfully lags historical averages


                                              M&A Loan Volume




                                                                                 Source: Standard & Poor’s LCD
And Credit Statistics Remain Very
Conservative
•   Credit quality, measured by leverage multiple or equity contribution into LBOs, remains very conservative by
    historical standards
•   Senior debt to EBITDA is now in the 3.0x range, with total leverage on average at 4.0x for middle market
    borrowers
      •   With new CLO formation stagnant, companies have increased the use of mezzanine debt to fill out capital
          structures
•   Bank credit spreads decreased significantly during 2010, but are still high by historical standards
•   Though total LBO volume increased significantly from 2009’s record low of $13 billion, the amount of equity
    required to support new LBO’s remained almost as high as 2009’s level of 46%, the highest level on record
Average Debt Multiple of Highly Leveraged Loans                 Average Equity Contributions to Leveraged Buyouts




                                                                                               Source: S&P LCD
… And U.S. Corporate Liquidity Should Create
M&A Activity
•       Balance sheet strength and debt service management became a critical focus across all industries
        during the recession, but top-line organic growth remains largely anemic and input cost pressures are
        tightening margins, leading companies to shift that focus toward acquisition to increase profitability

                                              Measures of Corporate Liquidity

           Industry            Total Debt/EBITDA     Current Ratio   EBITDA/Interest Exp.   Debt/Equity   Debt/Total Capital

Consumer - Discretionary             2.4x                1.2x                2.5x             93.0%              45.8%
     Consumer - Staples              2.3x                1.2x                8.6x             76.5%              41.7%
           Energy                    2.1x                1.4x                4.0x             65.3%              38.0%
      Financial Services             3.0x                2.1x                4.6x             130.2%             54.1%
          Healthcare                 1.0x                2.1x               15.4x             23.9%              18.7%
          Industrials                4.2x                1.1x                4.0x             128.6%             51.4%
    Information Technology           1.2x                1.2x                1.6x             84.7%              41.4%
          Materials                  2.8x                1.2x                7.7x             78.7%              41.7%
     Telecommunications              1.3x                0.7x               10.5x             78.1%              41.2%
           Utilities                 3.3x                1.3x                6.6x             101.0%             47.9%
… As Should Private Equity Funds With So
Much Dry Powder
•   Private equity fund raising has slowed but the market still has plenty of “dry powder”
     •    In 2010, the fund raising environment was less favorable than in previous years, with 97 funds
          raising $140 billion ($311 billion raised by 194 funds in 2008)
     •    Through 3Q 2010, 69 funds raised $72 billion compared to 84 funds having raised $120 billion
          through 3Q 2009
•   Private equity firms still have an estimated $485 billion in uninvested private equity capital

    Private Equity Funds Raised: 1993 – Current                             Private Equity Overhang




                                                                        Source: PitchBook Private Equity Database
The World Really Has Changed…
Sources of Capital
•   Senior Debt
    •   Traditional Bank: 4-7%
    •   Finance Companies/Specialty Lenders: 6-11%
•   Mezzanine/Subordinated Debt: 12-18%
•   Equity: 18%+
Due Diligence
• Due Diligence is INCREASINGLY important
Key Issues to Consider
•   Cost of Capital
•   Availability
     •   What is the cost of not having sufficient capital to run your business/lost
         opportunities?
•   Covenants/Restrictions/Controls
•   Compatibility/Philosophy
Thank You for Your Participation in today’s webinar:
Sources of Financing/Capital to Fund a Growing Business
                                   Presenters:




        Cliff Bishop                                           John Glankler
     Brady Ware Capital                                     Sebaly Shillito + Dyer
          (937) 913-0538                                            (937) 222-2053
     cbishop@bradyware.com                                      jglankler@ssdlaw.com
       www.bradyware.com                                           www.ssdlaw.com
         To locate All Webinar Audio and Video files, please visit:
                 http://www.bradyware.com/webinars.php
                http://www.ssdlaw.com/seminars-webinars


                 IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we
                        inform you that any U.S. federal tax advice contained in this document is not intended
                        or written to be used, and cannot be used, for the purpose of (i) avoiding penalties
                        under the Internal Revenue Code or (ii) promoting, marketing or recommending to
                        another party any transaction or matter that is contained in this document.

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Sources of Financing Capital to Fund a Growing Business

  • 1. “Winning Business Strategies” Webinar Series Thank You for Joining Us. Webinar will begin momentarily. Download the Power Point Slides for this presentation by visiting http://www.bradyware.com/webinars.php.
  • 2. “Winning Business Strategies” Webinar Series Sources of Financing/Capital to Fund a Growing Business Presented by: Cliff Bishop & John Glankler
  • 3. Join as Cliff and John discuss the improving debt and equity markets and the sources of capital that are available for growing businesses. Presenters: Cliff Bishop John Glankler Brady Ware Capital Sebaly Shillito + Dyer (937) 913-0538 (937) 222-2053 cbishop@bradyware.com jglankler@ssdlaw.com
  • 4. Strategic Buyer M&A Trends • In 2010, strategic M&A activity increased 11.0% by value, and was relatively flat in number compared to 2009 • By contrast, in 2009, strategic M&A deal activity declined 35% by value, and 15.2% by number compared to 2008 • The uptick in strategic M&A activity was driven by companies eager to demonstrate growth in an economic environment where organic growth has been particularly difficult to achieve • Corporates are gaining confidence in the economy and are more willing to deploy the cash they have been accumulating, marking a shift from the conservatism that defined 2009 • In 2010, non-financial companies had more cash on their balance sheets than at any time on record Aggregate Deal Value and Deal Volume – Strategic Acquisitions Source: Thomson Financial (U.S. targets as of 12/31/10)
  • 5. Total Loan Volume Soared in the 4th Quarter, Though M&A Loan Volume Struggled • Total loan volume rose to a 3-year high in the fourth quarter to $70 billion, up from $27 billion in the last quarter of 2009 • Refinancings and dividends led the growth, with dividends setting a record by accounting for 16% of total issuance in 2010 • M&A loan volume increased significantly in 2010 but still meaningfully lags historical averages M&A Loan Volume Source: Standard & Poor’s LCD
  • 6. And Credit Statistics Remain Very Conservative • Credit quality, measured by leverage multiple or equity contribution into LBOs, remains very conservative by historical standards • Senior debt to EBITDA is now in the 3.0x range, with total leverage on average at 4.0x for middle market borrowers • With new CLO formation stagnant, companies have increased the use of mezzanine debt to fill out capital structures • Bank credit spreads decreased significantly during 2010, but are still high by historical standards • Though total LBO volume increased significantly from 2009’s record low of $13 billion, the amount of equity required to support new LBO’s remained almost as high as 2009’s level of 46%, the highest level on record Average Debt Multiple of Highly Leveraged Loans Average Equity Contributions to Leveraged Buyouts Source: S&P LCD
  • 7. … And U.S. Corporate Liquidity Should Create M&A Activity • Balance sheet strength and debt service management became a critical focus across all industries during the recession, but top-line organic growth remains largely anemic and input cost pressures are tightening margins, leading companies to shift that focus toward acquisition to increase profitability Measures of Corporate Liquidity Industry Total Debt/EBITDA Current Ratio EBITDA/Interest Exp. Debt/Equity Debt/Total Capital Consumer - Discretionary 2.4x 1.2x 2.5x 93.0% 45.8% Consumer - Staples 2.3x 1.2x 8.6x 76.5% 41.7% Energy 2.1x 1.4x 4.0x 65.3% 38.0% Financial Services 3.0x 2.1x 4.6x 130.2% 54.1% Healthcare 1.0x 2.1x 15.4x 23.9% 18.7% Industrials 4.2x 1.1x 4.0x 128.6% 51.4% Information Technology 1.2x 1.2x 1.6x 84.7% 41.4% Materials 2.8x 1.2x 7.7x 78.7% 41.7% Telecommunications 1.3x 0.7x 10.5x 78.1% 41.2% Utilities 3.3x 1.3x 6.6x 101.0% 47.9%
  • 8. … As Should Private Equity Funds With So Much Dry Powder • Private equity fund raising has slowed but the market still has plenty of “dry powder” • In 2010, the fund raising environment was less favorable than in previous years, with 97 funds raising $140 billion ($311 billion raised by 194 funds in 2008) • Through 3Q 2010, 69 funds raised $72 billion compared to 84 funds having raised $120 billion through 3Q 2009 • Private equity firms still have an estimated $485 billion in uninvested private equity capital Private Equity Funds Raised: 1993 – Current Private Equity Overhang Source: PitchBook Private Equity Database
  • 9. The World Really Has Changed… Sources of Capital • Senior Debt • Traditional Bank: 4-7% • Finance Companies/Specialty Lenders: 6-11% • Mezzanine/Subordinated Debt: 12-18% • Equity: 18%+
  • 10. Due Diligence • Due Diligence is INCREASINGLY important
  • 11. Key Issues to Consider • Cost of Capital • Availability • What is the cost of not having sufficient capital to run your business/lost opportunities? • Covenants/Restrictions/Controls • Compatibility/Philosophy
  • 12. Thank You for Your Participation in today’s webinar: Sources of Financing/Capital to Fund a Growing Business Presenters: Cliff Bishop John Glankler Brady Ware Capital Sebaly Shillito + Dyer (937) 913-0538 (937) 222-2053 cbishop@bradyware.com jglankler@ssdlaw.com www.bradyware.com www.ssdlaw.com To locate All Webinar Audio and Video files, please visit: http://www.bradyware.com/webinars.php http://www.ssdlaw.com/seminars-webinars IRS Circular 230 disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that any U.S. federal tax advice contained in this document is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction or matter that is contained in this document.