Agenda

DAY ONE - 10:00 AM - 4:00 PM

How it Works – M&A Foundations – The Overview
- Buyers, Sellers, and Advisors – roles of each
- Strategic buyers vs financial buyers
History/Background of Private Equity Funds and Investment Bankers
- Brief history including evolution and types of sellers/buyers
- Development and types of lenders
- PE fund dynamics – structure (GP/LP)/returns/carry, types of investors/fundraising
- PE company structure (Investment Committee, Regulatory Compliance, Acctg/Fin, HR, BizDev & fundraising, deal teams)
- Fund reporting/communications with investors
Marketing a Deal
- What is the seller/buyer looking for (size, industry, philosophy, etc.)
- How to develop a network/relationships (interaction with all the players – I-banks, brokers, lenders, lawyers, accountants, consultants, etc.)
- Do’s & Don’ts
- Tools?
Deal Screening
- Fit with firm
- Important variables (moat, customers, management, IP, etc., etc…)
- Modeling, valuation, quick diligence leading to Investment Committee presentation

LOI to Closing (Execution)
- Deal terms - all the legal docs
- Due Diligence - what and when
  - Financial due diligence
  - Tax due diligence
  - Human Resources due diligence
  - Leadership and Cultural due diligence
  - Commercial due diligence
  - Information Technology (IT) due diligence
  - Intellectual Property due diligence
  - Subjective factors (management, backgrounds, etc.)
- Structuring/Cap Table – Debt raise
Integration/Monitoring – Measuring Success
- Corporate Governance (BOD, HR, Accountability, levels of approval, etc)
- 90 Day plans (integration, goals and objectives, KPIs, etc.
- Financial integration – info sharing, regulatory (permits, licenses, taxes, etc)
- Portfolio Monitoring – communication plan, aggregating data, forecasting, covenant monitoring, 3^rd party relationships, action team
Lessons Learned

January 13 - 14, 2027

The Offices of Smith Anderson