TRANSACTION ADVISORY SERVICES. Customized, value-added solutions every step of the way

TRANSACTION ADVISORY SERVICES Customized, value-added solutions every step of the way

TRANSACTION ADVISORY SERVICES 3 TABLE OF CONTENTS THE REHMANN EXPERIENCE TRANSACTION ADVISORY SERVICE OFFERINGS YOUR TRUSTED BUSINESS PARTNER A COLLABORATIVE APPROACH TO PRIVATE EQUITY REHMANN S INDUSTRY EXPERTISE REHMANN AT A GLANCE TRANSACTION ADVISORY LEADERS 4 7 8 11 12 14 16

4 TRANSACTION ADVISORY SERVICES THE REHMANN EXPERIENCE Our service offering Are you looking to purchase a business, or considering selling or restructuring your own? Rehmann offers a comprehensive suite of transaction advisory services to a wide range of entities, including individuals, private equity and venture capital firms, corporate buyers and privately held businesses. We work with clients and their advisory teams on a wide range of corporate finance matters, including mergers and acquisitions, reorganizations, recapitalizations, divestitures, stock repurchases and bank financing. We guide you through every stage of a transaction, beginning before the letter of intent is signed and continuing through the post-closing transition phase.

TRANSACTION ADVISORY SERVICES 5 Our Approach The hallmarks of Rehmann s approach to transaction advisory services are flexibility, scalability and customization. Rehmann works with clients from the outset to establish the scope of the engagement, set expectations, estimate costs, and tailor our services to meet their specific needs. We scale our services to fit your company s size, industry and complexity. Our ability to customize transactional services to meet the needs of clients, lenders and other stakeholders also sets us apart. In some transactions, for example, lenders ask us to estimate the value of synergies as part of our analysis. We ve received positive feedback from clients and their lenders regarding our flexibility to accommodate these requests. Benefits of working with Rehmann include: Executive involvement. We are trusted advisors, collaborating with our clients to drive their business forward. All engagements are led by a principal who works collaboratively with the client to provide more ideas, more service and more experience. The right team. For each transaction, we put together a team of advisors with the right combination of real-world industry experience and technical expertise to help you manage risk and achieve your goals. Many of our advisors have worked in industries such as manufacturing, real estate, construction and private equity, so they truly understand your needs and can tailor solutions fit for your company. Full range of services. Our range of services allows our clients to rely on us for continuous support throughout a transaction. Services include: financial due diligence, merger and acquisition consulting, business valuation, transactional tax planning, estate and trust advisory services, and more. Flexible approach. We draw on our comprehensive scope of services to develop a service plan with you based on your specific transactional needs and expectations. Multidisciplinary approach. We coordinate our services with a client s attorneys and other advisors, and keep the lines of communication open to ensure there are no gaps in service or duplicated efforts. An eye toward adding value. We keep our eyes open for red flags, potential deal killers and issues that affect a target s value. We also look for tax-planning opportunities, potential workflow improvements, needed capital expenditures, and other strategies that can enhance a transaction s value. Often, these ideas come not from traditional accounting and financial inquiries, but from walking the shop floor and talking to a company s nonfinancial personnel. Clear, concise deliverables. We deliver our findings and recommendations in reports that are clear, concise and jargon-free, using visuals whenever possible to help clients understand the results. [ CLIENT SUCCESS ] Client: Private equity firm Industry: Manufacturing (metal stamping) Transaction price: $32 million Annual revenue of seller: $35 million Geography: Midwestern U.S. Rehmann value added: Rehmann identified a poor margin position with one of its customers. Forecasts prepared by the target and its advisor were inaccurate and identified significant opportunities to improve inventory accuracy and reporting.

6 TRANSACTION ADVISORY SERVICES [ CLIENT SUCCESS ] Client: Private equity firm Industry: Manufacturing (industrial furnace systems) Transaction price: $20 million Annual revenue of seller: $18 million Geography: Western U.S. Rehmann value added: Rehmann identified the target s noncompliance with the customer s quality requirements, creating a significant risk to future business. Rehmann also identified significant taxplanning strategies the target had overlooked.

TRANSACTION ADVISORY SERVICES 7 TRANSACTION ADVISORY SERVICE OFFERINGS Rehmann provides transactional clients with continuous support through the primary phases of a transaction. REHMANN SERVICES PRE-LETTER OF INTENT DUE DILIGENCE ACQUISITION INTEGRATION Financial/ advisory Establish data room Coordinate with other professionals Conduct initial assessment of financial performance Perform quality of earnings analysis Assess assets and liabilities Perform financial modeling Perform working capital calculations Apply business combination accounting Perform budgeting and forecasting Perform working capital calculations Tax Analyze tax implications of deal Identify optimal acquisition structure Identify optimal acquisition structure Verify compliance status Review filing accuracy Identify tax planning opportunities Advise on tax structuring, tax compliance, tax planning and tax accounting methods Conduct cost segregation analysis Conduct transfer pricing analysis Consulting Conduct valuation to determine offer price Conduct operations review Conduct valuation of acquired intangibles Conduct human resources assessment of management team Conduct IT assessment Provide human resources support Advise on operational improvements Risk management audit design Advise on cyber security Corporate Investigative Conduct geopolitical investigations Conduct background investigations Analyze business continuity issues Conduct digital and computer forensics International Gather intelligence on foreign operations Determine foreign compliance requirements Coordinate global audits Review global tax structure

8 TRANSACTION ADVISORY SERVICES YOUR TRUSTED BUSINESS PARTNER Financial due diligence Whether you re buying or selling a business, simply relying on an audit of historical financial statements isn t enough. It s critical to conduct financial due diligence to understand the story behind the numbers, as well as what those numbers reveal about a company s projected future performance. Rehmann s transaction advisory services team works with buyers and sellers to verify financial data and assess reported earnings. We conduct a comprehensive assessment of a company s financial reporting, accounting, operations, tax compliance and information technology. We keep our eyes open for potential issues and identify risks that may have an impact on a deal s terms striving to identify these issues as early in the process as possible before the parties have committed significant resources to a transaction. We also conduct quality of earnings assessments, which analyze the integrity of a company s reported earnings before interest, taxes, depreciation and amortization (EBITDA), as well as its cash flow and profitability. These assessments help support projected future results and provide buyers, lenders, investors and other stakeholders with confidence in a deal s purchase price and terms. Tax due diligence and planning For a successful transaction, it s critical to understand a deal s tax implications and identify potential tax exposures. Rehmann s transactional tax planning advisors can help you structure a transaction in the most tax-efficient manner, alert you to potential tax risks and identify post-transaction tax-saving opportunities. Comprehensive tax due diligence and planning also lays a foundation for tax-efficient dispositions, reorganizations or exit strategies down the road. Business valuation An accurate business valuation is at the heart of a successful transaction, and it requires technical valuation knowledge as well as an in-depth understanding of the business being valued, the industry in which it operates and the economic environment. Rehmann s business valuation team prides itself on providing high-quality independent appraisals to estimate the true worth of a business or business interest. Our valuation advisors combine decades of real-world experience across multiple industries, thousands of completed appraisals, and an understanding of related financial reporting standards and tax regulations. Our approach to team collaboration ensures that more than one senior appraiser is involved in making the judgment calls that are inherently apart of the valuation process. We provide the most current and accurate information and explain every step of the process so that your input can be factored into the appraisal. Corporate investigations Rehmann Corporate Investigative Services (RCIS) professionals provide unique transaction support not offered by other providers. In an increasingly global and digital business world, there s a critical need for IT and accounting forensics, corporate investigations and global intelligence. Our team of seasoned professionals and former agents of the FBI and state and local law enforcement agencies become your strategic and trusted partners global intelligence, fraud detection and risk management services. RCIS professionals provide a broad range of services, including IT and digital forensics, fraud and forensic accounting, corporate investigations and intelligence, background investigations, reporting on internal controls and compliance, and more.

TRANSACTION ADVISORY SERVICES 9 Our professionals remain actively involved throughout the negotiation, due diligence, financial and legal process to ensure that momentum is maintained and the transaction remains intact. Support from A to Z Rehmann s transaction advisory professionals guide you through every stage of a transaction, beginning before the letter of intent is signed and continuing through the post-closing transition phase. Tapping into our experience of working with businesses in a broad range of industries, we help you analyze your situation carefully, make the right choices, negotiate the best deal and find creative ways to best structure a transaction. Our professionals remain actively involved throughout the negotiation, due diligence, financial and legal process to ensure that momentum is maintained and the transaction remains intact. We also help clients deal with post-transaction integration issues, such as purchase price allocations, working capital adjustments, ongoing tax and regulatory compliance, IT integration, workforce reductions and other human resources issues. Inevitably, any time two businesses with different histories and cultures come together, there are integration challenges. Drawing upon their extensive management consulting experience, Rehmann s professionals guide you through the post-transaction phase to help you avoid surprises and enhance the chances of a successful integration. [ CLIENT SUCCESS ] Client: Corporate buyer Industry: Manufacturing (pharmaceuticals) Transaction price: $75 million Annual revenue of seller: $540 million Geography: Eastern U.S. Rehmann value added: Rehmann s knowledge of the pharmaceutical industry and its complex net sales calculations facilitated the due diligence process. During its due diligence, Rehmann identified several valuable post-acquisition tax-planning opportunities.

10 TRANSACTION ADVISORY SERVICES [ CLIENT SUCCESS ] Client: Financial institution Industry: Financial services Asset Size: $700 million Geography: Midwestern U.S. Rehmann value added: Rehmann s knowledge of the financial services industry and its complex valuation adjustments, credit quality considerations and post-retirement employee benefit arrangements resulted in an effective and efficient due diligence process.

TRANSACTION ADVISORY SERVICES 11 A COLLABORATIVE APPROACH TO PRIVATE EQUITY Rehmann s transaction advisory professionals offer a unique, collaborative approach to private equity investments. By tapping our extensive network of investment firms, individual investors, and emerging companies, we connect companies seeking capital with investors looking for the best opportunities to deploy the funds, and in doing so, drive value across the platforms. Proactive, Not Reactive Too often, service providers in the private equity space operate with a reactive mindset. They wait for potential deals to present themselves and for the related investors and investees to reach out to them. Rehmann s transaction advisory professionals take a proactive approach, using their intimate knowledge of the private equity landscape and their relationships with market participants to match funding sources and companies that may be right for each other. By identifying parties with complementary needs, we streamline the investment process, increase the chances of a successful transaction, and drive capital growth. Emerging Companies Connecting Investors and Investments Private Equity & Venture Capital Companies Alternative Investments Making Capital Connections Rehmann has a proprietary Private Equity Matchmaking Portal that leverages technology to connect investors and investees. The portal contains a vast database of: Private equity funds, venture capital funds and other acquirers seeking investment opportunities to deploy their capital. Startups and other emerging companies seeking capital to take their businesses to the next level. Individual investors seeking alternative investments that offer higher returns and portfolio diversification. The portal provides Rehmann s advisors with the ability to screen investors, firms, and companies based on investment criteria such as company size, location, industry, investment type and size, and funding stage allowing them to quickly identify participants that are a good match. Putting Our Money Where Our Mouth Is At Rehmann, our owners make direct investments into portfolio companies as an investor group. As active participants in the capital markets, we understand its risks and rewards and are ideally suited to guide the private equity transaction process.

12 TRANSACTION ADVISORY SERVICES REHMANN S INDUSTRY EXPERTISE At Rehmann, we believe the key to helping our clients achieve their financial and organizational goals starts with understanding their industry, and the challenges and opportunities that are specific to each business. Our advisors have years of industry-specific experience, knowledge and skills. We understand the environment in which you operate and are dedicated to helping you and your business succeed. Manufacturing & distribution We serve more than 700 manufacturing and distribution companies globally. These clients include companies with revenues between $10 million and $1.5 billion. Our clients represent a broad range of concentrations including machine shops, injection molding, metal stamping, agricultural, plastics, and automotive. Our dedicated transaction professionals include former executives for manufacturing companies so their understanding of the day-to-day industry challenges plays a large role in your success. Healthcare We serve more than 900 clients in the healthcare industry including physicians and physician group practices, hospitals and health systems, dental practices, and continuing care communities. Additionally, we concentrate in other sectors such as substance abuse centers, veterinary services, and mental health service organizations. Financial services Our team serves more than 100 financial services clients including de novo institutions, commercial bank holding companies, community banks, national banks, state chartered banks and SEC registrants, ranging in asset size from $50 to 100 billion. Our cross-functional group includes members with lending and operations experience from previous careers with financial institutions. Private equity services Our unique, collaborative approach to private equity investments allows us to meet the transactional needs of an extensive network of investment firms, individual investors, and emerging companies. Our professionals use their intimate knowledge of the private equity landscape and their relationships with market participants to streamline the investment process, increase the chances of a successful transaction, and drive capital growth.

TRANSACTION ADVISORY SERVICES 13 Additional industries that Rehmann serves: Agribusiness Construction Dealerships Education Franchising Government Individuals & private households Not-for-profit Professional & technical services Public sector Real estate Retail & distribution [ CLIENT SUCCESS ] Client: Corporate buyer Industry: Hospitality (franchised hotel) Transaction price: $7 million Annual revenue of seller: $10 million Geography: Midwestern U.S. Rehmann value added: Rehmann s knowledge of the franchise industry helped it identify several inaccurate reporting practices and other significant accounting deficiencies related to the franchise agreement. Rehmann also flagged certain issues regarding the transfer of the franchise to the buyer.

14 TRANSACTION ADVISORY SERVICES REHMANN AT A GLANCE 60+ Number of owners Founded in 1941 800+ Number of employees 115.5 million Total revenue in 2017 36th Largest Accounting Firm (according to Accounting Today s Top 100 Firms) Rehmann is a fully integrated professional and advisory services firm of CPAs & consultants, wealth advisors and corporate investigators dedicated to providing clients proactive ideas and valuable business solutions to help them prosper professionally and personally. The firm offers a cross-functional team approach that gives clients direct access to a professional in any available service. We combine our knowledge and experience with our clients to resolve the challenges they face. We call this promise Business Wisdom Delivered. Rehmann Robson, Rehmann Financial and Rehmann Corporate Investigative Services form a synergistic collection of business services that make up the Rehmann group. Through these divisions, we offer services in the areas of tax, accounting, assurance, business consulting, wealth management and corporate investigative services. Rehmann is also an independent member of Nexia International, allowing us to provide a global approach for our clients.

TRANSACTION ADVISORY SERVICES 15 Operating in 115 countries 651 Offices globally 2,600+ Partners worldwide $3.2 Billion (U.S. dollars) Fee income for 2016 250+ Member firms 17 Committees and special Interest groups Rehmann Robson Certified public accountants and business consultants Comprehensive tax planning, consulting and preparation Outsourcing of finance, accounting and human resource functions Audit and assurance services and merger and acquisition analysis Business valuation and litigation support Computer and information technology security solutions Strategic business planning, consulting and transition planning services Rehmann Financial A registered investment advisor Comprehensive financial planning and investment management analysis Retirement, estate and education savings planning for individuals and businesses Risk analysis and evaluation of insurance coverage Rehmann Corporate Investigative Services Professional investigation and security consulting Fraud, embezzlement, fire and background investigations Surveillance services and forensic accounting Computer security incident response Asset protection services for business, legal and insurance clients International Affiliation Independent member of Nexia International A network of independent accounting and business services firms that enables members to provide clients with local knowledge in any overseas marketplace. [ CLIENT SUCCESS ] Client: Health system Industry: Healthcare/Medical Transaction price: $2.5 million Target revenue: $6 million Geography: Midwestern U.S. Rehmann value added: Rehmann identified issues within the target s medical practice revenue and expenditure cycles. Rehmann helped to negotiate the acquisition price and future physician compensation.

16 TRANSACTION ADVISORY SERVICES MEET OUR TRANSACTIONAL LEADERS Rehmann s transaction advisory services team stands ready to serve you. We guide you through every stage of a transaction, beginning before the letter of intent is signed and continuing through the post-closing transition phase. We look forward to the opportunity to work with you. Transaction advisory leadership DONALD BURKE, CPA, CGMA Principal donald.burke@rehmann.com GREG LIGHT, CFA, ASA Principal greg.light@rehmann.com CHRISTOPHER ROSMARIN, CPA Principal chris.rosmarin@rehmann.com CHRISTINE SING, CPA, CGMA, MBA Principal chris.sing@rehmann.com