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CLARKE ADVISORS LLC

CLARKE ADVISORS LLC. PRIVATE INVESTMENT BANKING. Merger and Acquisition Services. Securities offered through Penates Group LLC, FINRA/SIPC (a non-affiliated entity). Overview. 8 .0 Regional and National Buyers 9 .0 Competitors 10.0 The First Step… 11.0 Representative Transactions

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CLARKE ADVISORS LLC

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  1. CLARKE ADVISORS LLC PRIVATE INVESTMENT BANKING Merger and Acquisition Services Securities offered through Penates Group LLC, FINRA/SIPC (a non-affiliated entity).

  2. Overview • 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 • 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

  3. 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.

  4. Types of Transactions • 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 • 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

  5. TYPICAL Client REQUESTS • 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 withother things in my life…and the list could go on. • 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?

  6. Our Process • 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.

  7. 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.

  8. 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

  9. CONFIDENTIALITY • 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.

  10. 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.

  11. Private Equity Buyers • 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.

  12. Regional and National • 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.

  13. Competitors • 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.

  14. The First Step Your Options: Start With: "Opinion of Your Company Value” Provided By Clarke Advisors Tax Planning Scenarios & Estate Planning Scenarios Coordinated By Clarke Advisors Now; Your Exit or Succession Plan Will Be Much Clearer! Clarke Advisors Will Facilitate: Exit Plan - Investor or Strategic Sale - Re-Capitalization Growth Plan - Re-Capitalization - Equity Partner Succession Plan - Family options - Employees

  15. Representative transactions Within several industries including, Transport, Logistics, Jobbers and Technology

  16. Principals Norman E. Clarke, Managing Partner Matt McNeil, Senior Advisor Jim Jenks, Senior Advisor Bob Peach, Senior Advisor Cindy Rhodes, Senior Analyst

  17. Contact information Office: 480.488.1929 Cell: 602.284.8401 nec@clarkeadvisors.net Clarke Advisors LLC PO Box 3466 7275 East Easy Street Suite 107 Carefree, AZ 85377 www.clarkeadvisors.net

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