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					        Private Equity Forum:
Survival, Success & Succession




                     June 16, 2009
                     Kansas City, MO




               1
                     Welcome to the KC Private Equity Forum

On behalf of the Board of Directors of ACG Kansas City, welcome to the KC Private Equity
Forum: Survival, Success & Succession.

The meltdown of the nation's credit markets during the past twelve months has left many companies
searching for answers on how to best manage and finance their operations. Today’s program will
be a source of guidance by providing access to thought leaders and capital providers who are taking
strategic action in this challenging environment. We hope this event provides you with insight on
private equity success stories, how to access and use private equity for your growth strategy and a
networking forum with the private equity community.

Thank you to all the forum sponsors who have made this event possible. Please be sure to visit
their tables and learn about their firms. Thanks also to the firms participating in the KC Middle
Market Financing Roundup and Cocktail Reception which brings together executives from the
area’s leading private equity funds.

There will be ample opportunity throughout the day to network and exchange ideas with all of the
participants in today’s program, so be sure to make the most of this unique opportunity.

Thank you for your support of ACG and our mission to be the global community for networking,
education and growing your business.




Brennan Tucker                        Tony Rock
President, ACG Kansas City            Chairman, KC Private Equity Forum




                                                  2
                                 About ACG Kansas City

Founded in 1954, the Association for Corporate Growth (ACG) is the premier global association for
professionals involved in corporate growth, corporate development and mergers and acquisitions
for mid to large companies. Leaders in corporations, private equity, finance and professional service
firms focused on building value in their organizations belong to ACG. They recognize the multiple
benefits of networking within an influential community of executives growing public and private
companies worldwide. For 50 years, ACG members have focused on strategic activities that
increase revenues, profits and, ultimately, stakeholder value. Today ACG stands at more than
12,000 members representing Fortune 500, Fortune 1000, FTSE 100 and mid-market companies in
53 chapters in North America, Europe and, soon, Asia.

ACG Kansas City has seen extraordinary growth since its inception in January 2002. One of the
fastest-growing new chapters in the history of the association, the group boasts a membership of
more than 200 local executives. ACG Kansas City focuses on two primary membership benefits:
targeted programming around successful corporate growth practices and networking with other
leaders involved in corporate growth and mergers and acquisitions. Monthly breakfast meetings
feature presentations by local corporate executives and renowned corporate growth experts, as well
as unparalleled networking opportunities with professionals in the corporate growth and M&A
fields. In addition to nine monthly breakfast meetings annually, a summer golf tournament and
holiday reception give members and prospective members the chance to interact socially with
colleagues.

Members of ACG have access to a variety of tools to enhance professional development,
knowledge base and networking. ACG members receive a wealth of information and resources at
both the global and local levels. Member benefits include:

    Chapter Programs - Provide multiple chances to meet local professionals.
    Member Directory - Contains contact information for more than 10,000 professionals in
     corporate growth and mergers and acquisitions.
    CapitalLink - The ACG CapitalLink database provides information on a broad range of
     transaction-related firms.
    InterGrowth Annual Conference - Provides a sampling of the finest business minds in an
     environment that encourages the exchange of ideas through panels and keynote speakers.
    Monthly Publication - Mergers and Acquisitions: The Dealmaker’s Journal provides
     coverage and analysis of key deals and influential developments in the M&A field, featuring
     articles and columns written by ACG members and other leading experts.
    Monthly E-Newsletter - Achieving Corporate Growth highlights several ACG news items
     and member initiatives.
    ACG Weekly E-Newsletter - Merger Mogul is a free, opt-in e-newsletter that provides
     expert commentary, analysis and news on corporate and private equity-backed mergers and
     acquisitions, focusing primarily on middle market deals, people and transactions.
    Events Calendars-ACG's national calendar will take you to a comprehensive database of
     ACG chapter meetings, conferences, workshops and networking events.


                                                 3
President                                     Vice President – Sponsorship
Brennan Tucker                                John Hense
Partner, Husch Blackwell Sanders              Principal, Christenberry Collet & Company

President Elect                               Secretary
Terry Matlack                                 Greg Nook
Partner, Tortoise Capital Advisors            EVP Marketing, J.E. Dunn Construction
                                              Group
Past- President
Teresa Martin                                 Treasurer
VP, Lockton Companies, Inc.                   Michael Roos
                                              Manager, KPMG, LLP
Vice President – Awards
Margaret Reynolds                             Director
Managing Principal, Reynolds Consulting       Edward Crumm
                                              Partner, BKD, LLP
Vice President – Corporate Member
Affairs                                       Director
Scott Nord                                    Mark Deuel
Koch Equipment, LLC                           CFO, Interconnect Devices, Inc.

Vice President – Membership                   Director
Mitch Woolery                                 Tony Rock
Partner, Kutak Rock, LLP                      Principal, Kansas Venture Capital, Inc.

Vice President – Programs                     Director
Steve Ruben                                   Tom Rogge
Vice President, Hays Companies                Pres & CEO, Cramer Products, Inc.

Vice President – Promotions                   Director
Susan Spaulding                               Kevin Rooney
President, Market Directions, Inc.            Sr. VP, Bank of America Securities

Vice President – Retention                    Director
Tim Petty                                     Mike Wedel
Sr. Vice President, US Bank                   Partner, B12 Capital Partners




Contact ACG Kansas City:
Kasey Strahm
Chapter Administrator
www.acg.org/kc
acgkc@evereskc.net
913-341-0013
                                          4
                               Conference Agenda


10:30 a.m. – 11:45 a.m.   Networking Reception and Registration
                          Start your day networking with local executives and ACG members.

11:45 a.m. – 1:00 p.m.    Luncheon with Keynote Speaker
                          Dealmaking in Today’s Turbulent Markets:
                          Where Do We Go Now?
                          Jack Helms – Chairman, Lazard Middle Market

1:00 p.m. – 1:30 p.m.     Break

1:30 p.m. – 2:15 p.m.     Succession Planning: Is Everything in Place for Your Business
                          Succession Plan?
                          Patrick Hayes – Senior Vice President, BKD Corporate Finance, LLC
                          Phil Heffley – Wealth Management Consultant, U.S. Bank
                          Jim Polsinelli – Shareholder, Polsinelli Shughart PC
                          Scott Mahon – Business Succession Specialist, U.S. Bank, Moderator

2:15 p.m. – 2:45 p.m.     Break

2:45 p.m. – 3:30 p.m.     Survival Strategies: Lessons from Private Equity
                          Greg Gaeddert – Managing Partner, B12 Capital Partners, LLC
                          Dane Jennison – President and CEO, Brown Industries, LLC
                          Michael Kirkman – CEO, Interconnect Devices, Inc.
                          Geoff Veale – Vice President, Milestone Partners
                          Mitch Woolery – Partner, Kutak Rock, LLP, Moderator

3:30 p.m. – 4:00 p.m.     Break
4:00 p.m. – 4:45 p.m.     Financing Strategies in a Liquidity Challenged Environment
                          Thomas Callahan – Vice President, Wells Fargo Business Credit
                          Pat Healy – Principal, C3 Capital, LLC
                          Sam Pepper – Executive Vice President, Marshall & Ilsley Corp.
                          Mitchell Albert – Sonnenschein Nath & Rosenthal LLP, Moderator

4:45 p.m. – 7:00 p.m.     KC Middle Market Financing Roundup and Cocktail Reception
                          A unique opportunity to meet with executives from the area’s leading
                          private equity funds.




                                             5
                                   Speaker Biographies

Jack P. Helms
Chairman
Lazard Middle Market

Jack P. Helms has a successful and distinguished record in corporate finance
spanning more than 20 years. He has initiated and completed a wide range of
mergers, acquisitions, sales, divestitures, financings and recapitalizations
including complex cross-border sales and international joint ventures, and
multifaceted sales of small-cap public companies. Mr. Helms has broad
industry experience in the business services, consumer, healthcare, industrial
products/manufacturing, natural resources/environment and transportation
categories.

Mr. Helms' former board positions include Applebee's International, Inc., a Kansas City-based
company (NASDAQ: APPB) with a market capitalization in excess of $2 billion, operating or
franchising more than 1,900 casual dining restaurants; and Luigino's, Inc., one of the leading
producers and marketers of frozen entrees in North America. He is a frequent speaker on mergers
and acquisitions-related topics throughout the country.

Prior to joining Goldsmith Agio Helms (now Lazard Middle Market), Mr. Helms was a partner
in a major international law firm practicing in the area of mergers and acquisitions, limited
partnerships and tax and corporate law. Previously, he worked in corporate finance with a
Fortune 100 company.

Mr. Helms is a graduate of the University of Michigan Law School magna cum laude and Order
of the Coif and a member of the Minnesota bar. He is also a graduate of Iowa State University
with a Bachelor of Science degree in industrial administration, a certified public accountant and
a member of the Minnesota Society of CPAs. Mr. Helms is a member of the national ACG Board
of Directors and ACG InterGrowth 2011 Chair. Investment Dealers’ Digest named Mr. Helms
2007 Middle-Market Banker of the Year.




                                                6
                                    Speaker Biographies

Patrick M. Hayes
Senior Vice President
BKD Corporate Finance, LLC

Pat is responsible for managing corporate finance engagements, including
mergers and acquisitions, company divestitures and debt and equity financing.
He has written merger and acquisition-related articles for several different
publications. Pat also has the distinction of being one of the first 100 people to
obtain the prestigious certified in mergers and acquisitions (CM&A)
designation from the Alliance of Merger and Acquisition Advisors.

He previously worked in the finance department of Tracker Marine,
Springfield, Missouri, and served in the United States Navy.

Pat attended Missouri State University, Springfield, where he graduated magna cum laude with a
B.S. degree in finance. While attending Missouri State University, Pat was a member of Beta
Gamma Sigma, a national honor society for collegiate schools of business, and Phi Kappa Phi, a
national honor society.

Phillip M. Heffley
Vice President
U.S. Bank

Mr. Heffley acts as a trusted guide for financial planning, tax, investment
management, trust and estate planning and private banking. He transitions
clients into the Private Client Reserve by matching their requirements with U.S.
Bank services and resources and assembling a trusted team of experts, from
private banking, fiduciary services and private asset management based on the
client’s wealth management needs.

He has 25 years of investment management and personal trust experience, the
last 18 of those years with U.S. Bank. Mr. Heffley has utilized his knowledge of investments,
IRAs and estate and financial planning to provide advice to many high net worth clients.

Mr. Heffley has B.S. degrees in Business Administration and Mechanical Engineering from the
University of Kansas, series 7 and 63 designations and life and health insurance licenses.




                                                  7
8
                                   Speaker Biographies

Scott J. Mahon, Esq. CFP®
Vice President
U.S. Bank

Scott is a regional resource for the U.S. Bank Private Client Reserve, focusing
exclusively on serving the business succession and family wealth planning
needs of private business owners and wealthy individuals and families. He has
20 years experience working with these clients. His background includes
several years at Deloitte Tax LLP as a Firm Director and in private law
practice. Scott leads a team of experts, from private banking, fiduciary
services, and private asset management based on the client’s wealth
management needs, working closely with the other financial advisors assisting
the business owner and their families.

James A. Polsinelli
Attorney
Polsinelli Shughart PC

James A. Polsinelli predominantly works on mergers and acquisitions and
business succession planning. He has handled transaction matters and special
committee issues for publicly held entities ranging from Fortune 100 firms to
medium-sized, family owned businesses.

Often acting in the role of corporate general counsel, Mr. Polsinelli regularly
assists clients with a variety of tax, shareholder and ongoing day-to-day
corporate matters. He recently completed the acquisition of a major pipe
fabrication facility, a retractable door manufacturing company, a retail chain with over 100 stores
and the sale of a major truck manufacturing facility. Mr. Polsinelli has completed several Special
Committee assignments for public companies and was lead counsel in numerous M&A
transactions in the range of $25 to $500 million.

As general counsel to one of the largest retail grocery operations in the Midwest, Mr. Polsinelli
guided the acquisition of operations from both individuals and wholesale cooperatives. A major
private equity fund depends on Mr. Polsinelli as general counsel for such transactions as its
acquisition of food manufacturing companies. When three entities, including a large public
utility, wanted to merge to create a nationwide entity in the guaranteed energy-savings contract
industry, Mr. Polsinelli served as lead counsel.

Mr. Polsinelli received his B.A. from the University of Missouri and his J.D. with distinction
from the University of Missouri-Kansas City and is a contributing editor to the UMKC Law
Review.




                                                9
                                  Speaker Biographies

Gregory L. Gaeddert
Managing Partner
B12 Capital Partners, LLC

Prior to founding B12 Capital Partners, Greg spent 17 years with the
Commerce Bancshares organization, the last seven as Kansas City office
manager for its private equity arm, Capital For Business, Inc. The prior 10
years were spent serving in various management roles for Commerce Bank
both in Kansas City, and in South-central Kansas, serving as EVP and
Commercial Group Manager following the acquisition of the Union
National Bank of Wichita (1995). Greg served on the Executive Committee,
as well as the Senior Loan Committee while with the Wichita bank.

Prior to returning to school for his M.B.A. from the University of Kansas (1989), Greg also held
various sales and marketing positions in the manufactured housing industry and the alternative
energy industry. In addition to his operating roles and investment experience, Greg has served on
the boards of numerous manufacturing, distribution, financial and non-profit entities. A co-
founder and past board member of the Association for Corporate Growth chapter in Kansas City,
Greg currently serves on the boards of Equity Bancshares, Inc. (Wichita, KS); Bethel College
(North Newton, KS); and, Arts in Prison, Inc. (Kansas City, KS). Greg is a 1983 graduate of
Bethel College in North Newton, Kansas, where he majored in Economics and Business
Administration.

Dane Jennison
President & CEO
Brown Industries, LLC

Dane began his career at Brown Industries (formerly Brown Cargo Van) in
1976 after graduating from the University of Kansas with a bachelor’s
degree in Journalism. He started at the lowest rung on the employment chain
as someone who ―bucked‖ (or flattened) aluminum rivets. Since that
inauspicious beginning, he has served as a parts manager, purchasing agent,
supervisor, plant manager, salesman, general manager and is now the
President and CEO of Brown Industries.




                                               10
                                   Speaker Biographies

Michael Kirkman
CEO
Interconnect Devices, Inc.

Mike Kirkman is the CEO and President of Interconnect Devices Inc., an
international manufacturer of interconnect products in application where
exceptional mechanical and/or high speed signal is required selling to the
Semiconductor Test, Military and Medical sectors. Kirkman most recently
served as Vice President of Business Development at Cooper Industries,
working M&A sourcing, origination and strategic planning of their
transportation business segment. Prior to his current responsibilities,
Kirkman served as a Marketing and Operational Executive at Tyco Electronics responsible for
the Sales, Marketing, Engineering and Manufacturing of the Wireless Antenna, Polymer
Interconnect and Thermal Management products. Prior to Tyco Electronics, Kirkman was a
Business Unit Director at Thomas & Betts and held multiple positions in the Engineering and
Business Development Departments at Augat where Kirkman received 5 patents.

He holds a BSME from University of Massachusetts, MS Mechanical Engineering Work from
University of Rhode Island and MBA Barrington College.

Geoffrey B. Veale
Vice President
Milestone Partners

Mr. Veale joined Milestone Partners in 2005. Milestone Partners is a
middle market private equity firm in Philadelphia, PA, with over $400
million of capital under management. Mr. Veale plays an integral role in
sourcing, screening, structuring and negotiating acquisitions, working with
portfolio companies post-acquisition and handling relationships with limited
partners. Mr. Veale oversees Milestone’s investments in Avure
Technologies, CODi, Fatz Cafe, Interconnect Devices and the Outlook
Group.

Previously, Mr. Veale was with Jefferies Capital Partners, a middle market private equity firm in
New York, where Mr. Veale focused on sourcing and executing leveraged buyout transactions in
the industrial and consumer industries. Prior to joining Jefferies Capital Partners, Mr. Veale
worked in the Mergers and Acquisitions Group of J.P. Morgan.

Mr. Veale graduated with honors from Washington & Lee University with a Bachelor of Science
degree in Business Administration.




                                               11
                                    Speaker Biographies

Mitch Woolery
Partner
Kutak Rock, LLP

In his 21 years of practice, Mr. Woolery has served as lead counsel to public and
private companies in numerous complex multi-million dollar mergers,
acquisitions and financings. He has represented growth companies in corporate,
securities and finance matters. He has also represented issuers and investors in
all stages of capital formation including angel, venture, private equity and
mezzanine investments, and initial public offerings (IPOs). Mr. Woolery enjoys
representing founders and entrepreneurs and their companies as they
successfully exit through a sale to financial or strategic buyers. He is admitted to
practice in Missouri.

Mr. Woolery received his J. D. with honors, University of Missouri-Columbia School of Law;
A.B., with honors, University of Chicago; A.A., with honors, Maple Woods Community
College; M.B.A., University of Missouri-Kansas City, Bloch School of Business; University of
Chicago, Graduate School of Business (post-graduate coursework and executive education);
Columbia University, Graduate School of Business (mergers and acquisitions executive
education); and completed his post-graduate tax coursework at the University of Missouri-
Kansas City, School of Law .

Mitchell E. Albert
Partner
Sonnenschein Nath & Rosenthal

Mr. Albert is a member of the firm’s Corporate Group, concentrating in mergers
and acquisitions. Mr. Albert represents both strategic and financial buyers and
sellers mostly in the private equity middle markets. In addition, he serves as
corporate general counsel for Uhlig LLC and PL360 Beverage Partners.

He is also a part of a team of Sonnenschein lawyers that operates as general
counsel for Jordan Industries, Inc. and Bolder Capital, LLC, and their
subsidiaries and affiliates with regard to their merger and acquisition activity and
the management of the day-to-day legal affairs of their portfolio companies after the completion
of acquisitions.

Mr. Albert has extensive experience in the acquisition, divestiture, investment and financing of
companies in a broad range of industries, including internet publishing, premium alcohol
beverages, dental laboratories, healthcare products, recycling services, environmental analytical
services, durable medical equipment, custom mechanical gears, chronic wound care treatment,
tobacco products, specialty printing, flavor and fragrance manufacturing, internet service,
aftermarket automotive parts, statement processing, specialty plastics, casinos, liquid propane
gas supply and orthodontics.




                                                 12
                                   Speaker Biographies

Thomas Callahan
Vice President of Business Development
Wells Fargo Business Credit

Mr. Callahan specializes in financing middle-market companies seeking an
asset-based solution due to one of the following business challenges:
turnaround, rapid growth, high leverage, merger of acquisition, highly
seasonal, shareholder buyout, or short operating history. He has been with
Wells Fargo for eight years, principally in the asset-based lending group. Prior
to joining Wells Fargo in 2001, Mr. Callahan worked for First National Bank
of Omaha and GE Capital.

He has a Bachelor degree in Economics from The University of Nebraska, 1992 and an MBA
from Creighton University, 1998. In addition to ACG, he is an active member of the Turnaround
Management Association.

Patrick F. Healy
Principal
C3 Capital, LLC

Based in Kansas City, Mr. Healy is a co-founder of C3 Capital. He has been an
active private equity investor since 1985 and was a founder of C3 Holdings in
1994. Prior to this time, he sponsored and structured equity investments in real
estate. He gained extensive workout and restructuring experience as chair of
the creditors committee of a $1 billion bankruptcy and from being called upon
to rescue a publicly traded company from a major fraud. Mr. Healy was a
senior tax partner at Mayer, Hoffman, McCann, a regional CPA firm, for ten
years. He received a B.S. in Accounting from the University of Kansas.

Sam S. Pepper, Jr.
Executive Vice President, Commercial Lending
M&I Bank

Mr. Pepper serves as the Executive Vice President of commercial lending for
M&I Bank’s Kansas City Region. Most recently he served as regional senior
vice president within Commercial Banking in M&I Bank’s Minnesota Region.
Mr. Pepper’s banking career began in 1982 with Key Bank in New York, and
includes 25 years working within the Commercial & Industrial Lending
business at money center and regional banks in New York, Pennsylvania,
Minnesota and Kansas City.

Mr. Pepper earned a bachelor’s degree from Western New England College in
Springfield, Mass., and an MBA from Long Island University in New York. A native of the
New York area, Mr. Pepper resides in Overland Park, KS with his family.




                                                13
                                  Sponsors

Luncheon/Keynote Sponsor


                      Lazard Middle Market LLC, a subsidiary of Lazard Ltd
                      (NYSE:LAZ), provides advice on strategic planning and M&A,
                      private placements, capital raising and restructuring to the middle
                      market. Lazard Middle Market’s investment bankers operate with
                      full access to the industry expertise, senior board-level
                      relationships and local perspectives of Lazard’s bankers in 39
                      cities across 24 countries in North America, Europe, Asia,
                      Australia, Central and South America.



KC Middle Market Financing Roundup & Cocktail Reception Sponsors

                 The Lockton Private Equity and Corporate Acquisitions Practice
                 (PECAP®) team works with client organizations to identify and provide
                 insurance and risk management protection against the exposures often
                 encountered with acquisitions and other transactions. From pre-closing
                 evaluation to post-close exit strategies, Lockton’s PECAP specialists
                       provide solutions aimed at controlling management expenses,
                       improving earnings, and delivering a higher return on the
                       investment.



                      Stinson Morrison Hecker LLP is one of the country’s largest law
                      firms with more than 330 attorneys representing clients nationwide
                      in a full range of corporate, transaction and litigation matters. Our
                      Corporate Finance practice includes financing and securities law
                      compliance, M&A, asset securitizations and structured finance,
                      corporate governance, investment management, and venture and
                      private equity capital.




                                        14
                             Sponsors

Panel Sponsors


                 Kutak Rock LLP is a national firm of approximately 400 lawyers.
                 The firm serves local, regional and national clients in a broad
                 practice which emphasizes corporate, securities, real estate, tax,
                 public finance and litigation. The firm's practice has three
                 principal concentrations—corporate law, public and corporate
                 finance and litigation—with numerous areas of specialization
                 within each of these main areas.


                 With 800 lawyers and other professionals in 14 offices in the U.S.
                 and Europe, and a global reach throughout the Americas, Asia and
                 the Middle East, Sonnenschein Nath & Rosenthal LLP serves
                 the legal needs of businesses, nonprofits and individuals.
                 Sonnenschein is a leader in innovative legal services, providing
                 efficient, effective and timely legal services and business
                 counseling.


                 U.S. Bank operates 36 branches in the Kansas City area. U.S.
                 Bank is the 6th largest commercial bank in the United States as of
                 September 30, 2008. The company operates 2,791 banking offices
                 and 5,164 ATMs, and provides a comprehensive line of banking,
                 brokerage, insurance, investment, mortgage, trust and payment
                 services products to consumers, businesses and institutions in 24
                 states.




                                  15
                                Sponsors

General Sponsors


                   Rather than giving ―off the shelf‖ advice, developing a plan of
                   action that works and is specifically designed for you, the client, is
                   the hallmark of AGR Communications. Composed of
                   professionals with demonstrated expertise in the Acquisition,
                   Growth and Retention of Clients, we provide communications and
                   marketing support to Professional Services Providers and Non-
                   Profit Organizations.

                   BKD Corporate Finance, LLC, a wholly owned subsidiary of
                   BKD, LLP, provides corporate finance services, including
                   mergers, acquisitions, sales, recapitalizations, management
                   buyouts, ESOPs, and financing services. The firm helps companies
                   and stockholders create value. We have helped dozens of
                   companies meet their corporate finance objectives.

                   Marshall & Ilsley, a diversified financial services company based
                   in Wisconsin, provides comprehensive financial products and
                   services and unparalleled customer service to personal, business,
                   corporate and institutional customers nationwide.

                   Polsinelli Shughart PC is a full-service business law firm with
                   more than 480 attorneys in 13 cities across the country. The firm
                   is a recognized leader in the areas of business law, real estate,
                   banking/financial services, health care and business litigation, and
                   is well-respected for our strong public policy practice in
                   Washington, D.C.

                   Tarsus CFO Services is a team of world-class financial and
                   operational experts enhancing shareholder value for emerging and
                   middle market companies via customized solutions. We provide
                   comprehensive, flexible CFO and Controller services that change
                   with your company’s needs. Our capabilities include: strategy
                   development and implementation, financial reporting & analysis,
                   financings, due diligence and more.

                   Wells Fargo & Company is a diversified financial services
                   company providing banking, insurance, investments, mortgage and
                   consumer finance through more than 11,000 stores, 12,359 ATMs,
                   the internet and other distribution channels across North America
                   and internationally.




                                     16
  Private Equity Sponsors

B12 Capital Partners is a private equity fund looking to partner
with owners and managers of manufacturing and distribution
companies with $5 to $50 million in revenue. Our geographical
emphasis is on the states of the Big Twelve conference, extending
into the upper Midwest, Southeast and Intermountain West. We are
interested in providing both growth equity and ownership
transition capital, including the outright acquisition of your
business.

C3 Capital, LLC manages two mezzanine investment funds (C3
Capital Partners I & II) with $250 million in total capital. The
funds invest subordinated debt and preferred equity in established,
profitable small businesses that need capital for growth,
acquisitions or recapitalizations. Typical investment size is $3-
10MM.


Capital For Business is a private equity sponsor who buys
companies and backs buyers in the central and southern U.S. CFB
targets manufacturers and distributors of industrial products with
annual sales of $10MM to $70MM. CFB has invested and
committed capital of approximately $125MM and 20 portfolio
companies. CFB invests $1MM to $5MM per transaction, often
with a co-investor(s).


Excellere is a middle-market private equity investment firm based
in Denver, Colorado. Since our inception, Excellere has aspired to
build a differentiated private equity firm, one focused on the
unique needs of emerging private companies with aspirations to
build industry leadership and enduring value. More than a source
of capital, Excellere has created a firm with a buy-and-build
growth strategy empowered by a supportive culture and a
proprietary value creation process.


First Capital Partners, LLC is a direct investor of mezzanine
capital and private equity in successful privately owned businesses
in the middle market. We will invest either on a mezzanine capital
only basis or with a combination of mezzanine and equity capital.




                 17
      Private Equity Sponsors

   Kansas Venture Capital is a licensed Small Business Investment
   Company ("SBIC") that provides private equity capital to lower
   middle market companies having potential for substantial growth
   and long-term equity appreciation. Our primary market focus is
   companies with $10 million to $100 million in revenue and
   EBITDA margin of at least 10%. We typically lead and invest in
   participation with other middle market investment funds and target
   investment rounds between $2 and $8 million.


   McCarthy Capital was founded in 1986 by Mike McCarthy.
   Previous operations included investment banking, asset
   management and private equity, however the sole focus is now on
   private equity. McCarthy Capital has $500 million in private
   equity assets and capital commitments under management with 15
   portfolio companies. Unlike most other private equity firms, our
   capital is long-term in structure and allows for non-controlling
   ownership positions.


Milestone Partners, founded in 1995, is a private equity firm that
partners with management to make control equity investments in
LBOs and recapitalizations of lower middle market businesses.
Milestone pursues niche-market leaders that provide high-margin
products or services. Milestone’s transactions typically provide
    liquidity to shareholders of privately-owned businesses, facilitate
    transition of ownership to key managers and allow management to
    capitalize on growth opportunities while maintaining the legacy of
    the founders.


   Wingate Partners was founded in 1987 to purchase controlling
   equity interests in companies where there is the opportunity to
   create value through superior operational and strategic execution.
   Typically, Wingate’s investments fall into two primary categories:
   under-performing companies and profitable companies in changing
   or out of favor industries. Our professionals bring substantial
   senior level operating and strategic experience in addition to
   extensive careers in acquiring companies.




                     18
                         Succession Planning Panel Materials

                                           Case Study:

                           Acme Manufacturing Company (“Acme”)

        Acme, a manufacturer of a large line of farm equipment hardware, was founded in 1960
by Harry Phillips. Acme is now owned by his only son and heir, Michael Phillips. Michael is 60
years old, a remarried widower, and the father of four children by his first marriage:

       •   Albert (37)- MIT graduate and vice president of manufacturing at Acme.

       •   Beth (35)- College graduate and a ski instructor in Aspen, Colorado.

       •   Deidra (32)- MU history major and the asst. vice president of sales at Acme.

       •   Charles (30)- New York City resident and currently attempting to stage his first play
           for off-off Broadway in New York City.

         Michael owns 70 percent plus of the Acme common stock and serves as president of the
company. All remaining Acme shares are owned by a combination of key employees and family
members. Acme is an old ―C‖ corporation with one class of stock and has historically been
successful. In fiscal year 2007, Acme’s gross sales exceeded $100 million. The EBITDA for
2007 was $11 million and has increased by at least 15 percent each of the last three fiscal years.
Earnings at Acme can be cyclical, although the last few years they have remained fairly
consistent. Acme is the defendant in a significant patent infringement lawsuit related to a product
that generates 12 percent of Acme’s gross sales. Michael is a very competent, hands-on manager
and makes most, if not all, important decisions. Michael’s executive vice president, John Smith
(50), is also capable and, in the event of Michael’s death, would be qualified to take over the
presidency.

         Michael has called a meeting of his business advisors, lawyer, accountant and financial
planner to discuss, for the first time, the development of a business succession plan for the
business and the family. Michael has recently received unsolicited indications of interest from
both (i) a major private equity fund and (ii) a significant strategic competitor who, subject to due
diligence, may take offers to purchase 100 percent of the Acme assets on a privately negotiated
basis. Neither Tootsie (44), Michael’s second wife, nor any of his children, have been invited to
the first meeting. Michael and Tootsie entered into a pre-nuptial agreement and Tootsie waived
all rights to the Acme shares.

       In preparation for the meeting with Michael, what issues do you think should be
discussed at the first meeting, and what process should Michael institute in order to develop a
successful succession plan?




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