Dickson Consulting McCracken Alliance Partners M&A Services

1. Dickson Consulting
PROFESSIONAL SERVICES TO
SUPPORT MERGER AND
ACQUISITION ACTIVITY

2. M&A Presentation By Bob Dickson
• Bob Dickson is the founder of Dickson Consulting, and is a
partner with McCracken Alliance Partners (MAP). After
working for a major independent accounting firm for almost
ten years, Bob was a financial officer of smaller and publicly
traded companies for almost 40 years.
• Bob was CFO of Dynamet when it it sold for $125 million and
CardiacAssist dba TandemLife when it sold for $250 million.
Bob has also participated in several smaller transactions.
Bob’s LinkedIn profile can be found at:
https://www.linkedin.com/in/dickson1/
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3. Professional Services to Support Merger and Acquisition Activity
• Serve on a M&A Advisory Board
• Manage the Office of the Chief Financial Officer
• Address Capital Formation Issues
• Support the Execution of a Transaction
• Investment Banker for a Professional Exit
• Search for Acquisition Candidates
• HR Strategic Advisory Services
• HR Support Services
• Risk Management and Employee Benefit
Advisory
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4. M&A Service=Serve on a M&A Advisory Board
• A presentation entitled “Creating a M&A Advisory Board” was
developed provide guidance on the benefits of an M&A Advisory
Board and the overall issues related to an M&A Advisory Board. Please
let us know if you would like a copy of the presentation.
• As an example of our experience, Bob Dickson was CFO of
CardiacAssist (dba TandemLife) when it was sold to Livanova for $250
million and was CFO of Dynamet incorporated when it was sold to
Carpenter Technology for $125 million.
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5. M&A Service=Manage the Office of the Chief Financial Officer
As experienced CFO’s, we are accustomed to the role of managing
the CFO functions of an organization. For example, we can:
• Act as a full-time, part-time, interim/transitional or
consultative/coach CFO.
• Provide a broad management role or focus on specific issues.
• Access support staff, if needed.
• Focus on support of CEO and board objectives.
• Manage the complexities of the Office of the CFO:
o Controllership
o Taxation
o Treasury and Risk Management
Please let us know if you would like a copy of our presentation “The
Role of the Chief Financial Officer”.
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6. M&A Service=Address Capital Formation Issues
Services we can assist with an organization’s capital formation
include the following:
• Debt/equity structure and cap table evaluation.
• Debt issuance, review of agreements, etc.
• New equity issuance/fundraising.
• Investor relations.
We periodically respond to regulatory proposals. For example, we
recently responded to the Security & Exchange Commissions
“Proposed Exemptive Relief from Broker Registration
Requirements of the Securities and Exchange Commission”.
Please let us know if you would like a copy of our response.
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7. M&A Service=Support the Execution of a Transaction
We are experienced CFO’s and can support the
execution of a transaction. For example, by performing
the following services:
• Financial modelling of alternatives and valuations.
• Initial due diligence.
• Working with legal counsel on letter of intent.
• Detailed due diligence.
• Assistance with development of a data room.
• Work with legal counsel for a document review.
• Transitional staffing.
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8. M&A Perspective=A Transaction...A Major Effort and Diversion!
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• A successful transaction will require significant dedication and
effort by the board of directors and executive team.
• Engage the board early to ensure they are aware of overall
concepts involved in a transaction.
• Ensure that the team has a common objective.
• Support staffing of executives involved in the transaction
should be sufficient to enable enough time and resources to
accomplish the transaction.
• Incentives and compensation should align with the
accomplishment of the objective and the effort required.
• Understand that stressful situations will occur and should me
managed to avoid interpersonal differences.

9. M&A Service=Community of Professionals
We routinely works with proven, value added service firms that we have
previously worked with and know their capabilities. For example:
 M&A transaction-oriented law firms and lawyers.
 Investment bankers who work as registered broker dealers.
 A firm that focuses on acquisition searches.
 CPA’s who examine the financial statements and provide tax services.
 Insurance brokers who have experience with corporate insurance and
employee benefits.
 Investment advisors who manage financial assets.
 An HR firm that specializes in strategy and execution.
Please let us know if you would like a referral for any these services. The
capabilities of a few of these firms follows.
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10. M&A Perspective= Legal Counsel-A Critical Player!
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• Select a law firm with a partner assigned who has been there and done that for
transactions in your industry, size, etc. Experience is important.
• Legal counsel should be involved early in planning a transaction to ensure the direction is
adequately evaluated.
• As a transaction evolves legal counsels role becomes more and more important.
• Frequently the advice may be more strategic than legal and is important.
• Fully engage legal counsel. Everything should be disclosed and discussed.
• Do not make assumptions about the importance of anything. Early discussions of matters
is important.
• Review the legal documents. One critical word might make a difference in the transaction.
• Understand the legal counsel's advice and execution of a transaction are critical to the
success and their fees will reflect their contribution to a successful transaction.

11. M&A Perspective= Investment Bankers-Begin With The End In Mind!
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• An investment banker can open the door to opportunities to realize value
and it may be necessary to engage an investment banker early in the
process to make contacts and market the company. Carefully evaluate the
investment banker's ability to make these contacts and effectively market
the company.
• What approach do they use, what are their contacts and experience in
your industry, etc.?
• Think beyond the investment banker's role in identifying a transaction
partner. After a transaction partner is identified what role will the
investment banker play and does the banker how the ability to execute
this role.
• With the above in mind carefully evaluate the fee structure if the
investment banker and whether it is reasonable based on their value
added. Ensure that the agreement with the banker covers all your
expectations.

12. M&A Perspective=HR-Leadership After Transaction Closing
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• While a lot of time and effort is focused on completing
the transaction, HR's role is different. They must plan for
work issues after the transaction is closed.
• Changes may occur in personnel, HR policies,
compensation, employee benefits, etc.
• These issues should be evaluated and plans in place for
execution when after the transaction closes!
• Everybody will have concerns and questions which will
require significant effort for HR to manage!
• HR is a key to workforce stability and reducing
uncertainty!

13. M&A Perspective=Referrals
• As a service to support your M&A activity, we would
be pleased to provide you with a referral to or help
you select another non-CFO professional service
firm to assist you with your professional needs. This
slide clarifies the nature and limitations of the
referral of the professionals.
• We have previously worked with these professionals
and understand their overall business approach.
• We will perform an overall, preliminary evaluation
of whether their services fit your needs before
making a referral. However, we have taken no
specific, detailed investigation to support your
needs or their proposed work for you.
• Unless we are specifically engaged to do so,
we will not supervise or monitor a referred
professional services for you. It is your
responsibility to evaluate, select and retain
any professional and determine whether
their services will meet your needs.
• You agree that there is always a risk that a
referred professional will not meet your
needs and agree to hold us harmless in that
event.
• We assume no responsibility for a referred
professional’s work product.
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14. M&A Service=Referral: Investment Banker for a Professional Exit
We have worked with an outstanding investment banking and corporate
development firm that provides services to middle market family-owned and
privately-held companies and publicly traded corporations. These services include:
• Sales of family-owned and privately-held businesses
• Corporate divestitures
• Strategic assessments and corporate development advisory services
• M&A valuations and fairness opinions
The firm is rooted in transaction experience developed within the corporate
development organizations of successful large, multinational corporations. They are
committed to delivering the same level of expertise and performance demanded by
Fortune 100 companies of their investment bankers to smaller and mid-size
companies.
Please let us know if you would like to utilize these services!
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15. M&A Service=Referral: Search for Acquisition Candidates
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After an acquisition strategy is developed, an important next step is identifying and
approaching potential candidates. We have an alliance with an experienced firm that
focuses on performing searches for acquisition candidates. Their services include:
• Obtaining an understanding of overall markets and the sector the company is
interested in.
• Identifying potential candidates and performing initial due diligence to ascertain
the degree of fit with the company’s acquisition criteria.
• Approaching the potential candidate and engaging in initial discussions to
determine the level of interest.
• Review of the candidates with the company to evaluate strategy for acquisition and
next steps. Introduction of parties and assistance with drafting a term sheet.
• Continued engagement and support during the transaction to facilitate closing.
If you would like assistance with your acquisition search, please let us know.
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16. M&A Service=Referral: HR Strategic Advisory Services
• Crucial to any successful M&A engagement is an effective
human resources strategy. People are important assets and
managing these human resources is essential.
• We have worked with a human resource consulting firm that
can assist in aligning HR strategy with business strategy. And
executing the strategy. Some of the HR services that can be
provided follow on the next slides.
• Please let us know if you would like to utilize these services!
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17. M&A Service=Referral: HR Support Services
• Compliance with federal and state government employment laws
• Background checks, credential verification and drug tests
• Performance management programs
• Workplace investigations
• Rewards and recognition programs
• Covid-19 processes and procedures
• Employee terminations/separations; worker’s compensation; FMLA
• Stay and exit interviews
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18. M&A Service=Referral: HR Support Services
• HR processes and procedures
• Job descriptions and FLSA job analysis
• Recruiting and staff augmentation of front-line staff, professionals,
management and executive level searches
• Employee manuals and employee relations
• Compensation/benefit analysis
• Staffing plans, talent gap analysis, restructuring, outplacement and
career transition
• Onboarding new employees
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19. M&A Service=Referral: Risk Management & Employee Benefit Advisory
Corporate insurance and employee benefits are issues that need to be addressed in
connection with any M&A transaction. We have worked with an insurance and
employee benefits advisor who has the knowledge, innovative solutions, and
creativity to meet the needs of employers and workforces, so that employers can
attract and retain quality employees. They advise on:
• Employer sponsored health and welfare benefits programs with access to all
insurance companies and premium funding options.
• Property and casualty insurance including workers' compensation, property, liability.
• ACA, ERISA, and legislative guidance and support.
Our experience in working with this advisor is that they listen to the needs of
employers and employees and recommend a sound and practical solution. Let us
know if you need a solution!
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20. M&A Perspective=The World Has Changed! Services From
Anywhere/Anytime!
• We prefer to work locally with periodic face to face meetings. However, COVID
has changed the workplace so sometimes this is difficult. Technology has
supported this change in workplaces.
• There is no longer a need for corporations to incur high fees to cover the overhead
of advisors or consultant’s offices, travel, down time and other expenses.
• Many of these services can be conducted from anywhere with enhanced ability to
stay in touch with and advisor or consultant.
• Technologies such as Zoom have enabled this significant change in business
practices and when taken advantage of companies can have superior service with
reduced costs.
• The quality of services may be higher because distractions such as travel, and
office inefficiencies are eliminated.
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21. McCracken Alliance Partners
• Bob Dickson, Founder of Dickson Consulting, is a partner with
McCracken Alliance Partners (MAP). MAP is partnership of CFOs
and finance executives experienced as public and private
company CFO's whose skills and knowledge can create
immediate value.
• Services include a full range of financial leadership services
including full time or interim CFO's; board membership,
particularly audit committees; M&A Advisory board roles; and
performance of special projects.
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22. Who Is McCracken Alliance Partners?
• McCracken Alliance Partners was founded with a vision of helping finance
professionals reach their potential through becoming leaders that everyone
wants to follow.
• MAP’s plan is to execute the vision through finance-specific board and
advisory board roles, leadership programs, peer networks, and providing
CFO type services to solve companies needs.
• The MAP organization consists of CFO type partners throughout the U.S.
who work locally or by travelling or virtually. Additional partners are
frequently added to provide additional resources and capabilities for clients
in particular geographic regions.
• Additional information can be found at: www.mccrackenalliance.com
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23. MAP Key Advantages!
Network
of
CFO
Advisors
Local
and
National
Service
Capabili
ties
Your
Link to
Technica
l
Expertis
e and
Personne
l
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24. Why MAP?
Leadership
Planning
Execution
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25. Contact Information
Bob Dickson
724-272-1527
bo@dicksonconsulting.biz
www.dicksonconsulting.biz
www.mccrackenalliance.com
Connect with me on LinkedIn
https://www.linkedin.com/in/dickson1/
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