MidMarket CapitalMidMarket CapitalSelling Your Business –Selling Your Business –

Elements of a Successful Elements of a Successful

Sell-Side ProcessSell-Side Process

Seller Situation Analysis

Create Blind Profile, NDA & Approval

List

Professional M&A Marketing

Professional M&A Negotiating

Letter of Intent (LOI)

Definitive Purchase Agreement

Due Diligence

THE CLOSE

MidMarket Capital Advisors SELL MidMarket Capital Advisors SELL SIDE ENGAGEMENT TIMELINESIDE ENGAGEMENT TIMELINE

Prepare Acquisition

Target Memorandum

Engagement Agreement

Step 1–5 daysCumulative 1-5 days

Step 1–5 daysCumulative 5-10 days

Step 3–5 daysCumulative 8-15

days

Step 5–15 daysCumulative 73-120 days

Step 20–35 daysCumulative 93-155 days

Step 35–45 daysCumulative 128-200 days

Step 30–45 daysCumulative 158-245

days

Step 10-15 days Total Elapsed Time

6 – 9 Months

Step 60–90 daysCumulative 68-105

days in Parallel with Book

Step 30–45 days

Cumulative 38-60 days

ENGAGEMENT AGREEMENTENGAGEMENT AGREEMENT

SELLER SITUATION ANALYSISSELLER SITUATION ANALYSIS

CREATE BLIND PROFILE,NDA (NON-DISCLOSURE CREATE BLIND PROFILE,NDA (NON-DISCLOSURE

AGREEMENT), AND APPROVAL LISTAGREEMENT), AND APPROVAL LIST

PREPARE CONFIDENTIAL BUSINESS REVIEWPREPARE CONFIDENTIAL BUSINESS REVIEW

PROFESSIONAL M&A MARKETINGPROFESSIONAL M&A MARKETING

PROFESSIONAL M&A MARKETINGPROFESSIONAL M&A MARKETING cont cont

PROFESSIONAL M & A NEGOTIATINGPROFESSIONAL M & A NEGOTIATING

LETTER OF INTENT (LOI)LETTER OF INTENT (LOI)

DUE DILIGENCEDUE DILIGENCE

DEFINITIVE PURCHASE AGREEMENTDEFINITIVE PURCHASE AGREEMENT

THE CLOSETHE CLOSE

MIDMARKET CAPITAL DEALSMIDMARKET CAPITAL DEALS

“Thank you so much for guiding VSA through our acquisition. The last nine months have been a real test of our perseverance. As expected, MidMarket Capital rose to the challenge! Since MMC led the negotiations, we were able to preserve a great working relationship the buyer. Most importantly, your leadership in the overall acquisition process allowed the VSA team to focus on our Clients and not the hour-to-hour gyrations of the deal. We couldn’t be happier with the results!!! Thank you. ”

Ann Van Slyck, CEO, Van Slyck & Associates, Inc. Phoenix, AZ

Client QuotesClient Quotes

“I am pleased to recommend Dave Kauppi and MidMarket Capital for an M&A assignment. Our transaction was recently concluded and the outcome has completely met our expectations. I believe that MidMarket Capital found the best buyer for our company and facilitated realization of the best value the market had to offer.” Jim Leineweber, President, The Systems House Des Plaines, IL

Client QuotesClient Quotes

“Since this was my first business sale, I was not familiar with the complexity of the process. I am glad that MidMarket Capital was involved every step of the way.” Rod Hart, President, Flexestaff Chicago, IL

Client QuotesClient Quotes

During this emotional process your guidance through the complex elements of the deal was invaluable. I was always prepared in advance for each subsequent step so when the inevitable bumps in the road occurred; we were able to respond appropriately. For me, a successful result in selling my business was not limited to price and terms. It was very important that my staff was welcomed and valued, the customers were honored, and that our legacy of quality service would live on. You embraced our desired outcomes and helped us realize our goals.

Jerry IversonPresidentHealthcare Decision Systems, Inc.

Client QuotesClient Quotes

Healthcare Decision Systems, Inc.

CONTACT INFORMATIONCONTACT INFORMATION

Dave Kauppi and Michael Moritz

Managing Partners

MIDMARKET CAPITAL ACVISORS, LLC

ph (630)325-0123

fax (630)325-9879

davekauppi@midmarkcap.com

mmoritz@midmarkcap.com

www.midmarkcap.com

THE EXIT STRATEGIST NEWSLETTER www.midmarkcap.com/exit