The document summarizes a business owner roundtable event discussing M&A trends and the process of selling a business. It outlines the agenda which included an overview of the strong M&A market, assembling an advisory team, the benefits of proper preparation, the execution process, and follow-through after a transaction closes. Key topics discussed were the impact of pre-sale planning like estate planning, the importance of due diligence and hiring experienced advisors, and transitioning personal and business goals after a sale.

1. Business Owner Roundtable
Wednesday, June 6, 2018
June 6, 2018 Business Owner Roundtable 1

2. Today’s Speakers
Accountants: Citrin Cooperman
• Mark Fagan, Office Managing Partner
M&A Attorneys: Ruskin Muscou
• Gavin Grusd, Partner
• Steve Kuperschmid, Partner
Wealth Managers: Summit Trail
• Peter Gambee, Partner
• Jack Petersen, Managing Partner
Investment Bankers: Westbury Group
• Patrick Huddie, Partner
• Jon Rubin, Partner
June 6, 2018 Business Owner Roundtable 2

3. Agenda
• Overview of the Market
• Assembling the Team
• The Value of Doing It Right
• Preparation
• Execution
• Follow-through
• Q&A and Wrap-Up
June 6, 2018 Business Owner Roundtable 3

4. M&A Market Trends Are Strong
June 6, 2018 Business Owner Roundtable 4
Very Active M&A Environment Strong M&A Multiples
$225
$272
$164
$75
$183
$202
$237
$231
$326
$307
$284
$312
75
$0
$50
$100
$150
$200
$250
$300
$350
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017*
0
500
1000
1500
2000
2500
Deal Value ($B) Estimated Deal Value ($B)
# of Deals Closed Estimated # of Deals Closed
75
75
6.1x
5.3x
4.7x
3.5x
4.4x
5.0x
4.3x
5.5x
5.1x
5.4x
5.2x
5.6x
3.7x
3.4x
4.1x
3.5x
3.6x
4.2x
4.3x
3.9x
4.3x
4.5x
5.2x
4.8x
9.7x
8.7x 8.8x
7.0x
8.1x
9.2x
8.6x
9.4x 9.4x
9.9x
10.4x 10.4x
0.0x
2.0x
4.0x
6.0x
8.0x
10.0x
12.0x
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017*
Debt/EBITDA Equity/EBITDA Valuation/EBITDA
Source: Pitchbook 2017 US Middle Market Report

5. Private Equity Is a Major Factor
• PE firms have peak levels of “dry powder,” or money to spend.
• Increased competition from PE firms makes this an excellent time to sell.
Source: Preqin Quarterly Update: Private Equity & Venture Capital Q3 2017
June 6, 2018 Business Owner Roundtable 5

6. Assembling Your Team
Owner
Trusts & Estates Attorney
Deal AttorneyInvestment Banker
Corporate CPA
Wealth Advisor
June 6, 2018 Business Owner Roundtable 6

7. The Immense Impact of Doing It the Right Way
June 6, 2018 Business Owner Roundtable 7
23.8% capital
gains vs. 37.0%
ordinary income
Measured
benefit of hiring
an M&A advisor
Illustrative
benefit of using a
gifting strategy

8. What Did You Do This All For?
Family Legacy
•Monetary legacy
•Legacy that lives on
through family values
Philanthropy
•Creating a Foundation
(involving the next
generation)
•Impact investing
Next
Generation
•Education
•Engagement
Insurance
Review
•Away from key man"
and towards personal
insurance
considerations
•How do you need to or
want to take care of
your family?
Short-Term
Cash
Management
•Earmark cash for
income tax liability
Consider
what's next
•Retirement – do you
need a budget?
•Consulting
•An entrepreneurial
endeavor
•One-off investments
June 6, 2018 Business Owner Roundtable 8
Only at the very end of this conversation do you consider asset allocation and implementation. This investment
plan is always iterative. It starts slowly and changes and adapts over time.

9. The Stages of a Transaction
Preparation
• Estate Planning
• Legal
• Financial
• Business
Execution
• Due diligence
• Marketing prep
• Marketing
• Negotiation
• Deal Specifics
• Closing
Follow-through
• Communication to
employees
• Adjusting to a new
role at the business
• Placement of assets
June 6, 2018 Business Owner Roundtable 9

10. The Importance of Pre-Sale Planning
• The ability to gift or sell current ownership of business today to a trust can be
a significant benefit for a spouse, children, future descendants or charity.
• Due to lack of marketability and control, discounts taken on the gifts or sales
of company interests can create significant more value for future generations.
• Trusts can be structured where the owner of the business pays the tax
obligations of the trust thereby allowing the trust to appreciate without the
burden of future tax.
• There are multiple strategies to consider based upon goals and objectives of
the business owner.
• The best advice is to start these conversations sooner rather than later to help
the founder manage his/her legacy.
June 6, 2018 Business Owner Roundtable 10

11. How Estate Planning Benefits Your Heirs
Scenario 1 – No Gifting Scenario 2 – Gifting to Trust
Sale Price $40.0 million $40.0 million
Gifting to Trust for the benefit of Generation
II prior to Sale
None $15.0 million appraised value (discounted to a value
of $9.75 million for Fed. exclusion purposes)
Capital Gains Tax (@25%) $10.0 million $10.0 million
Generation I Net Post-Sale $30.0 million $15.0 million
Generation II Net Post-Sale - 0 - $15.0 million
Generation I Total @ 4.96% (conservative
allocation) after 25 years; (net of est. taxes)
$83.0 million $25.5 million (Gen I pays all income and cap gain
taxes for both Gen I and Gen II)
Generation II Total @ 5.93% (moderately
aggressive allocation) after 25 years
- 0 - $63.3 million
Generation I Exclusion and Taxable Estate $22.0 million exclusion
$61.0 million taxable estate
$12.25 million exclusion
$13.25 million taxable estate
Generation I Fed. Tax Bill @ 40 % $24.4 million $5.3 million
Left for Generation II (before state tax) $58.6 million $20.2 million
Total Left for Generation II $58.6 million $83.5 million
June 6, 2018 Business Owner Roundtable 11

12. How Estate Planning Benefits Your Heirs
June 6, 2018 Business Owner Roundtable 12
Scenario 1 – No Gifting Scenario 2 –Gifting to Trust
$58,600,000
$24,400,000
Total Left to Heirs Total Estate Taxes
$83,500,000
$5,300,000
Total Left to Heirs Total Estate Taxes

13. Preparation – Legal
• Start preparing early!
• Support Value
• Scout for obstacles and impediments that could reduce value or jeopardize deal
• Retain your customers (sales) through transition
• Be able to assign your contracts
• Protect your intellectual property
• Ensure that your products/services are within the claims of your IP
• Keep your employees through transition or be able to replace them
• Anticipate, manage and address regulatory issues
• Manage and address disputes/litigation
• Address confidentiality restrictions and required consents and waivers
• Have the company house in order
June 6, 2018 Business Owner Roundtable 13

14. Preparation – Accounting
June 6, 2018 Business Owner Roundtable 14

15. Preparation – Business
• Get a realistic assessment of the value of the company
• Improving profitability and growth rate
• Assembling your internal team
• Build out your management capabilities, determine proper roles for family
members
• Firm up financial controls, intellectual property gaps
• Reduce other risks, e.g., customer concentration
• Rationalize the balance sheet (distribute excess cash or reduce leverage)
• Resolving red flags (litigation, tax, environmental)
June 6, 2018 Business Owner Roundtable 15

16. Execution – Why Hire Experienced Advisors
Without
Advisor
24.6%
0%
20%
40%
60%
80%
100%
120%
140%
SalesPriceIndex
Premium
with Advisor*
“We find that private sellers that
hire M&A advisers receive
significantly higher acquisition
premiums.”
“Does Hiring M&A Advisers Matter for Private
Sellers?” Anup Agrawal, Tommy Cooper, Qin Lian,
and Qiming Wang. 9 Dec 2016, p. 33.
http://papers.ssrn.com/sol3/papers.cfm?abstract_id=2400531
Based on a sample of 3,281 transactions
June 6, 2018 Business Owner Roundtable 16

17. Execution – The Phases of the Process
Closing
Transaction Post-Closing
Deal Specifics
Investor Due Diligence Negotiate Purchase Agreement Final Approval
Sales
Meet with Finalists LOIs Negotiation Review and Approval
Marketing
Information to Investors NDA and CIM Respond to Questions Indications of Interest
Marketing Preparation
Positioning Teaser & Memorandum Identify Investors Valuation
Due Diligence
Business Financials Quality of Earnings Capital Structure
Weeks (Low) Weeks (High)
4 6
4 6
5 8
4 6
8 13
1 3
26 42
June 6, 2018 Business Owner Roundtable 17

18. Execution – Quality of Earnings and Other
June 6, 2018
Business Owner Roundtable
18

19. Execution – Legal
• NDAs, Non-Solicitation, Non-Compete
• Letter of Intent or Term Sheet – The road map of the deal
• Price
• Payment Structure
• Cash
• Equity
• Deferred payment
• Earn-out
• Negotiate Agreement
• Get what you expect to get
• Keep what you expect to get
• Indemnification, Caps, Baskets
• Due Diligence Disclosure Strategy
• Employment or Transitioning Agreements
• Real Estate
June 6, 2018 Business Owner Roundtable 19

20. Types of Business Transfers
Sale to a financial or strategic buyer
Recapitalization – minority or majority
Sale to an Employee Stock Ownership Plan (ESOP)
Public stock offering (IPO)
Orderly liquidation
June 6, 2018 Business Owner Roundtable 20

21. Follow-through: Post-Closing Transition
Stage 1: Building Your
Wealth
• You have achieved tremendous success in
creating, building and controlling a
concentrated asset.
• No one understands this asset better than you.
Stage 2:
Preserving your
wealth and
carrying our
your legacy
• In stage 2, life can get complicated.
• You need to determine what matters now.
• Build a team and a plan to get you there.
• Understand the true after-tax cost of maintaining one’s
lifestyle post-transaction.
• Don’t try to preserve wealth the same way it was
created – through concentration.
June 6, 2018 Business Owner Roundtable 21

22. Summary
• Preparation can have an enormous impact on the proceeds
from a sale.
• Each phase of the process is complex.
• Your team creates and preserves far more wealth for you and
your family.
• Get ready for a new journey following the transaction.
June 6, 2018 Business Owner Roundtable 22

23. Thank You + Contact Info
Citrin Cooperman 37 North Avenue
Norwalk, CT 06851
(203) 847-4068
Ruskin Moscou Faltischek, P.C. 1425 RXR Plaza
East Tower, 15th Floor
Uniondale NY 11556
(516) 663-6600
Summit Trail Advisors, LLC Two Grand Central Tower
140 East 45th Street, 34th Floor
New York NY 10017
(212) 812-7010
Westbury Group LLC 39 Riverside Ave.
Westport, CT 06880
(203) 883-9000
June 6, 2018 Business Owner Roundtable 23

24. Disclaimer
• These materials and any statements contained herein should not be
construed as tax, legal, accounting or securities advice.
• Companies and individuals are urged to consult their financial advisor,
accountant, tax advisor or attorney for matters for matters involving
taxation, tax planning, trust and estate planning, mergers and
acquisitions, and other legal matters.
• The services outlined are not financial planning or legal advice and do
not create an investment advisory or fiduciary or client-attorney
relationship between you and any of the firms presenting at this
meeting.
June 6, 2018 Business Owner Roundtable 24