Determine | Build | Realize About Neri Capital Established in - - PowerPoint PPT Presentation

Determine | Build | Realize

About Neri Capital

• Established in 2006 – Originally as a Merger and Acquisition Firm
• Today, our firm specializes in Determining, Building and Realizing value

created by business owners

• Focus on privately-held and family owned businesses
• Neri Capital has closed 140+ sell and buy-side transactions since inception
• Each Neri Capital’s service has a process. Experience has taught us when we

follow the process, we close the transaction

• Firm’s professional are entrepreneurs. Most team members have founded,

grew, and successfully exited their business.

Neri Capital Business Size Focus

Neri Capital Team of Advisors

Neri Capital Team of Advisors

Neri Capital Services – How we Determine, Build & Realize

Neri Capital Assembles and Coordinates Deal Teams

Trust & Estate Attorney Tax Advisor Risk Management / Insurance Advisory Exit Planner Transaction Attorney Wealth Advisor

Business Owner

M & A Advisory Business Valuations

Neri Capital Unique Value Proposition

• Always a fiduciary relationship (trusted advisor) with clients
• Each service have a defined, disciplined and proven process
• Provide each client a comprehensive business valuation
• Clients complete NCP’s detailed Questionnaire
• Develop all transaction documents: Confidential Information

Memorandum, and other ancillary documents

• Identify, vet, and financially qualify buyers/investors
• Provide clients impartial advice, in depth analysis, transaction

experience and expertise

Neri Capital Partners’ Services and Process

Sell-side – Structured Sales Process

Preparation

(Six Weeks)

Closing the Deal

(Six Weeks)

Narrowing the Field

(Four Weeks)

The Sales Process

(Ten Weeks)

Understand client’s objectives through discussions, comprehensive NCP’s Questionnaire, gathering qualitative & qualitative information. Client approves offering package NCP completes business valuation & develops exit plan. Seller approves NCP Develop Buyer list. Seller approves. NCP prepares offering package; includes Information Memorandum, collateral documents, etc. NCP develops transaction strategy Seller approves. Evaluate initial offers with Client. Contact buyers, financially qualify, and secure NDA. Release Information Memorandum to vetted buyers. Follow up discussion with each Buyers.

Select final buyers.

Request Letter of Interest / proposal based upon NCP specifications.

Seller Involvement / Approval Handled by Neri Capital Partners

Simultaneous negotiations with selected buyers.

Selected buyers hold discussions with owner, management team and facility tour.

Preliminary negotiations with buyer. Evaluate offers from client. Select final buyer. Request Letter of Intent from selected Buyers. Additional Meeting with final Buyer.

Close Transaction

Mutual Due Diligence period. Finalize deal structure and terms. Counsel drafts Definitive Purchase Agreement & ancillary documents Resolve open issues, if any.

Sell-side – Bilateral Process

Preparation

(Six Weeks)

Closing the Deal Sixteen Weeks The Sales Process

(Twelve Weeks)

Request Quantitative and Qualitative information from Client Site Visits by Buyers; meet management team; tour facility, answer buyer’s questions Meet with Client/Discuss Objectives; sales structure; preparing company for sale; identify deal team members; complete business valuation. Client completes Questionnaire. NCP prepares offering package; includes Information Memorandum, collateral documents, Seller approves. Negotiate LOI with Buyer(s). Launch Marketing Initiative. Respond to inquiries / qualify buyers / execute NDA / send Information Memorandum. Answer initial questions from Buyers. Coordinate Buyer’s due diligence document requests. Coordinate Conference calls.

Seller Involvement / Approval Handled by NCP Close Transaction

Buyer / Seller & Counsels negotiate Definitive Purchase Agreement. NCP Develops Marketing Strategy; Client approves. Buyer’s Counsel Draft’s Definitive Purchase Agreement. Buyer confirms acquisition financing from Bank.

Handled by NCP & Client

Buy-side – Business Search Process

Preparation

(Six Weeks)

Closing the Deal

(Twelve Weeks)

The Sales Process*

(Fourteen Weeks)

Client provides quantitative and qualitative information on self / company. NCP prepares comprehensive executive summary for client, including business valuation. Client provides search specifications to NCP. NCP & Client compiles list of businesses that meets Clients specifications; Client approves list. Follow-up each letter with phone call to Sellers. Client’s counsel drafts Definitive Purchase Agreement. If interested: Discuss transaction process, execute NDA, request quantitative & qualitative information from Seller. Client-decides go / no go.

Close Transaction

Coordinate client due diligence document requests from client Write letter to each potential

• seller. Content: identify clients,

client’s experience & qualifications. *Note: Sales Process is repeated for each interested Seller Client finalizes acquisition financing. If go: Coordinate conference calls and site visits. Decide on Deal Structure & assist drafting & negotiating LOI. Client negotiates Definitive Purchase Agreement with Seller.

Handled by Neri Capital Partners Client Involvement / Approval

Neri Capital Exiting Planning Process

Go to Advanced Value Creation Go to Advanced Value Creation

DISCOVER PREPARE DECIDE

Business Valuation Access Personal Business Financials Prioritzed Action Plan

Values

Personal & Financial Planning Business Improvements

De-Risking

Assemble Proof Prepare Master Plan

Owner much more educated here

SELL KEEP

Key Milestone The De-Risking stage is designed to be completed over two to six months to ready the business and the owner for transition. The Strategic Framework should be used if the goal is longer-term strategic growth. Initiate Selected Transaction Program

Grow

• r

Exit

Business Valuations

• NCP Business Valuations are Market Accurate:
• Patented algorithm analyze and calculate market sector specific value.
• Data is continually provided from 24 sources, including anatomized IRS data.
• NCP / Client remove all personal expenses that were expensed in Client’s P&L Statements.
• NCP Deliverables – Meet with Client and review valuation report written in easy to understand explanations and

examples:

• Client’s Business market value is provided in Asset, Equity and Enterprise Values.
• Thirteen Key Performance Indicators (Metrics) compared with all same sector companies.

 Return on Equity (ROE)  Receivable Conversion (DSO)  Inventory Turnover ratio  Fixed Asset Turnover ratio  Debt-to-equity ratio  Interest Coverage ratio  Income-to-Debt ratio  Income to Revenue ratio  Cash Flow-to Revenue ratio  Inventory-to-Income ratio  Receivable-to-Revenue ratio  Fixed Asset-to-Income ratio  Total Debt-to-Income ratio

• Required Financial Information:
• Past 4-years Profit and Loss Statements & Year Ending Balance Sheets.
• YTD Actual with revenue projections for rest of year.
• Valuation is delivered within 3-business days after requested information is received.

Client’s Testimonials

Neri Capital Client Testimonials

“Neri Capital Partners team is very knowledgeable and smart! The entire team of senior advisors worked tirelessly for us and was always accessible to discuss and resolve issues by presenting an alternative solution. The firm’s Confidential Information Memorandum, Teaser, and Seller’s Presentations were fantastic and full of pertinent information to assist the potential buyers in making a go/no go decision”.

Ruan Westraad, CEO Sexton Dental Clinic, Inc.

"The Neri Capital team was 100% dedicated in ensuring a successful outcome for our transaction. I have never experienced senior-level advisors performing as if we were the only engagement they had. I would highly recommend Neri Capital as a Sell- side advisor”.

Dan Evans, CEO LaGrange Landscape and Maintenance, Inc.

"Confidence” - that is the true, defining takeaway from our experience with Neri Capital Partners. They communicated from the beginning the firm had developed a process, and if we followed the process, we would close the transaction. No doubt, their process worked, and we closed the transaction for an all cash offer. They are absolutely the guys you want on your side of the table”.

Larry Lamanca, President / CEO American Door and Glass, LLC

Neri Capital Client Testimonials (continued)

“I was impressed with Neri Capital Partners from day-one. Neri Capital provided a full-blown business valuation for our company making certain that our price expectation was in-line with the market price for our business. The fact-based valuation they presented with additional analysis benefited our outcome, not Neri Capital’s”.

Robert Carpenter, CEO Carpenter Avionics, Inc. “After interviewing several Boutique Investment Banks to represent our family business, I felt the team at Neri Capital Partners

was the most knowledgeable and had a defined process. However, for me the overriding decision to select Neri Capital was the fact the majority of their advisors had founded, grew and successfully exited their business. The sale of the family business proved my decision was the right one. I would highly recommend Neri Capital Partners to anyone who asked”.

Jim Baker, President / CEO Baker Glass Company, Inc.

“Neri Capital Partners exceeded our high expectations in every way. From start to finish, they were singularly focused on ensuring the transaction closed by focusing on the process and managing other shareholders in a professional manner”.

James Waddell, CEO Physician’s Bio Medical, Inc.

Neri Capital Client Testimonials (continued)

"Neri Capital Partners’ deep sector expertise in the precision machining market was a critical factor that ensured a successful

• transaction. I am very thankful for all their hard work during this sale process, and my family is elated they were able to

convert an illiquid asset (my business) to a liquid asset (cash). Great job Neri Capital Partners”.

Lois Carden, CEO Carden Precision Machine Shop, Inc.

“The Neri Capital Partners Team showed a keen understanding of the Medical Urgent Care market sector. This resulted in providing invaluable help in positioning my multiple urgent care clinics businesses to attract the perfect Buyer”.

• Dr. Harish Rathod, MD, CEO

API, Inc.

“I sat across the table from the Neri Capital Team and was impressed with their professionalism, knowledge, and integrity. They are experienced bankers and go the extra mile and made certain the Buyer was “fair” to our side. Without their transaction experience, the transaction would have never closed”.

Tony Elkik, CEO Payless Rental Car – Atlanta, GA