Middle Market Growth - September 2013

Growth Middle Market

One Step at a Time

// September 2013

The young professional perspective on private equity What 3D Printing Means to the Future of Manufacturing

Wolverine’s path to acquiring some of the most iconic lifestyle brands in the world

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executive summary Pam Hendrickson // COO, The Riverside Company

Bright Future Ahead For ACG

I

t’s an exciting time to be part of ACG. With more than 14,500 members worldwide, ACG is an integral part of the middle-market ecosystem, performing the critical mission of driving economic and job growth

around the world. Because of this, the association has never been stronger or more important in its 60-year history.

It’s humbling to be asked to chair ACG. Three years ago, we began implementing ACG’s strategic plan with the tremendous leadership of prior Chairmen Michael Carr, Andy Rice and Chuck Morton. Incredible strides have been made. I am especially grateful to be following our outgoing Chairman Chuck Morton, who has positioned ACG for success and to whom we all owe our thanks.

ACG’s aggressive plans and goals means there’s still a lot to do. Here’s a brief overview of ACG’s strategic goals: • Local community, global reach. Helping ACG members network with one another anywhere in the world is a major priority. ACG provides tools and events to help you build lasting relationships that foster business success.

• Diverse needs, targeted services. ACG operates in a growing ecosystem. Members include individuals from investment banking, private equity middle-market companies, law firms, accounting firms and many other advisers. To ensure even better communication among members, ACG will continue to build on Middle Market Growth, the new suite of publications. You’ll also have access to additional knowledge-sharing and professional development opportunities through ACG webinars. We’ll even offer programs designed for people who don’t acquire companies for a living—this is especially useful for owners looking at add-ons or for corporate development officers. And of course, our Job Source provides a nice place to post or find jobs and share references. But personally, I like to follow ACG’s tweets!

• Private capital, public good. As ACG works to solidify its place as the voice of the middle market, we’ll continue to educate the public and policymakers on the issues that matter most to members. Those efforts are paying off because ACG’s message is clear: The middle market drives the economy, and policies that negatively impact the industry slow growth and ultimately hurt the American consumer. As a result, we are now seen as thought leaders on issues of importance and ACG is regularly sought for views and expertise on these matters in Washington.

• Access anytime, business anywhere. ACG is aiming to improve technology platforms to help members access information anywhere anytime, making business happen faster by connecting you to your next deal.

I greet this coming year as chair of ACG with excitement and enthusiasm. I’m eager to get started on a host of opportunities to keep ACG’s momentum moving forward, and I’m honored to be working to help make this great organization even better. I look forward to working with you and serving you as we continue building this exceptional organization. //

Reason says: go with the well-known.

Instinct says: go with the know-how.

One of the six largest global professional services firm, Grant Thornton specializes in helping private equity firms and their portfolio companies realize their potential. We have the industry knowledge and breadth of resources to advise on all aspects of the private equity transaction from deal origination, through structuring and value creation to exit planning and execution – all delivered quickly through a single point of contact who has the experience and know-how that complements your expertise.

To help unlock your potential, visit GrantThornton.com/Growth.

Grant Thornton refers to Grant Thornton LLP, the U.S. member firm of Grant Thornton International Ltd.

Growth Middle Market

// September 2013

growth story

One Step at a Time

You might not have heard the name Wolverine Worldwide, Inc. before, but make no mistake—you definitely know its products. The Michigan-based company owns 13 shoe brands, including big names like Keds, Merrell, Hush Puppies, Saucony, Sperry Top-Sider and Stride Rite Children’s Group, and employs more than 8,500 people globally. Based on its current trajectory, Wolverine Worldwide is poised to take over the footwear industry, one sure step at a time.

Read more.

“There are big opportunities to accelerate the growth of our four new brands overseas.” // Blake Krueger, cEO & president of Wolverine Worldwide

Growth MIDDLE MARKET

// SEPTEMBER 2013

One Step at a Time

Q&A WITH PNC’S SCOTT WALL ON EMERGING MARKETS IN FLORIDA FRANCHISE PLAYERS: PE PROS SEE PROMISE IN BUSINESS MODEL

Wolverine’s path to aquiring some of the most iconic lifestyle brands in the world

A publication of

ON THE COVER // Blake Krueger, CEO & president of Wolverine Worldwide Photo By Adam Bird

table of contents in this issue President & CEO Gary LaBranche, FASAE, CAE glabranche@acg.org

Vice President, Communications & Marketing Christine Melendes, CAE cmelendes@acg.org

Editor-in-Chief Kristin Gomez kgomez@acg.org

feature

in every issue

Innovation in Creation Manufacturing is in the middle of a revolution. It’s a slowly evolving revolution, where additive manufacturing, also known as 3D printing, is rewriting the rules of traditional manufacturing processes.

Product creation is moving from the global, massproduced model to a more local, individualized future.

Read more.

Executive Summary

• Tips for a carve-out • Part 2 of Twitter for PE • Tax reform update • More news from the middle market Read more.

a qualified opinion Sarah Claypool of Bregal Investments offers a young professional’s perspective on private equity.

Read more.

Larry Guthrie lguthrie@acg.org

Face-to-Face

Manager, Creative and Branding

The Ladder

Brian Lubluban blubluban@acg.org

It’s the Small Things The Leadership

vice president, strategic development Ellen Moore emoore@acg.org

vice president, chapter operations

departments the round

Manager, Communications & Marketing

acg@work The future of the JOBS Act, winners of the ACG Cup and ACG CIF grants, and news from ACG chapters in Calgary and San Francisco Read more.

the portfolio The latest middle-market trends and thought leadership written exclusively by our team of expert ACG Partners Read more.

Leslie Whittet, CAE lwhittet@acg.org Custom media services provided by Network Media Partners, Inc.

Association for Corporate Growth 125 South Wacker Drive, Suite 3100 Chicago, IL 60606 ACG Membership: membership@acg.org www.acg.org Copyright 2013 Middle Market Growth, InterGrowth 2013 and the Association for Corporate Growth, Inc. All rights reserved.

Venable.

Where the middle market turns

An unparalleled practice at the nexus of the public and private sectors Success in the marketplace requires a team that guides you and provides solutions to complex business challenges. Venable represents a wide range of organizations, from entrepreneurs and emerging growth companies to leading national and international corporations, in all aspects of their business operations. We are particularly active representing private equity funds, including formation of the funds, transactions on behalf of the funds and acting on behalf of portfolio companies. Our corporate lawyers work side-by-side with attorneys with deep financial, tax and regulatory experience to execute deals in the manner that best serves our clients’ strategic objectives.

How can we help you? To learn more, call us at 1.888.VENABLE or visit us online at www.Venable.com.

Charles J. Morton, Jr. | 202.344.4895 | cjmorton@Venable.com

Scott E. Gluck | 202.344.4426 | segluck@Venable.com

WASHINGTON, DC | DELAWARE | CALIFORNIA | MARYLAND | NEW YORK | VIRGINIA | DELAWARE 1.888.VENABLE

WWW.VENABLE.COM

Face-to-face Connect to your next deal

Join Dealmakers from Across the World at EuroGrowth® 2013 The premier source for networking and deal flow in the middle market, EuroGrowth® brings together more than 200 financial professionals (private equity executives, intermediaries, lenders, limited partners, service advisory firms, corporate executives and development officers) from all industry segments across Europe and the globe, offering delegates three key benefits: capital, connections and deals.

With 36 hours of quality networking and exposure to the most influential thought leaders, EuroGrowth is the most effective way to tap into the global middle-market community in one convenient location.

This must-attend event will take place Nov. 12-13 at the Sheraton Park Lane Hotel Piccadilly in London and will include an ACG Capital Connection® marketplace event, where participating private equity groups each host a table to promote their funds and portfolio companies and to discuss deal flow opportunities. All event delegates are invited to walk through the exhibit space to meet with the private equity representatives, and informal meeting space will be readily available to delegates throughout the event.

To learn more or to register, visit www.EuroGrowth.org.

Space is limited, so secure your spot soon.

For those interested, the Turnaround Management Association UK Chapter will host its annual conference Nov. 14 in London.

Visit the TMA UK website for details.

Face-to-face Connect to your next deal

chapter events September 12, 2013 ACG Boston September Dealmakers Breakfast with Celtics President Rich Gotham One Financial Center Boston, Massachusetts More info

September 5, 2013 ACG Dallas/Fort Worth 8th Annual Wine Tasting Reception Union Station Dallas, Texas More info September 9, 2013 ACG Atlanta 13th Annual Golf Classic Tournament St. Ives Country Club Johns Creek, Georgia More info September 10, 2013 ACG Arizona September Breakfast with Steve Sanghi, President, Microchip Arizona Biltmore Resort & Spa Phoenix, Arizona More Info

Visit www.acg.org for an up-to-date list of events in your area

September 17-18, 2013 ACG Los Angeles 2013 Business Conference The Beverly Hilton Hotel Beverly Hills, California More info September 18, 2013 ACG Western Michigan Andronoco Acquisition Story Kent Country Club Grand Rapids, Michigan More info September 19, 2013 ACG Edmonton Network: Pipeline vs. Rail, Solving Alberta's Oil Distribution Crisis The Westin Edmonton Edmonton, Alberta More info

To have your chapter’s upcoming events featured in Middle Market Growth, please send the details to Editor-in-Chief Kristin Gomez. Be sure to include the name of the event, time, date, location, cost and link to register.

Face-to-face Connect to your next deal

chapter events September 19, 2013 ACG Dallas/Fort Worth Member Breakfast Belo Mansion Dallas, Texas More info

September 30, 2013 ACG National Capital Annual Golf Event Hidden Creek Country Club Reston, Virginia More info

September 20, 2013 ACG National Capital Monthly Meeting: Mahfuz Ahmed, DISYS Ritz Carlton Tysons Corner McLean, Virginia More info

October 1, 2013 ACG New York: Attracting and Retaining Companies on Long Island Ferrari-Maserati of Long Island Plainview, New York More info

September 24, 2013 ACG Wisconsin: Growth, Leadership and Human Capital Conference Milwaukee Athletic Club Milwaukee, Wisconsin More info

October 2, 2013 ACG National Capital EGBR: Competitive Real Estate Options The Towers Club Vienna, Virginia More info

Visit www.acg.org for an up-to-date list of events in your area

September 24, 2013 ACG San Diego: How to Raise Your Company's Valuation Without Really Trying (New date) Procopio, Cory, Hargreaves & Savitch LLP San Diego, California More info

To have your chapter’s upcoming events featured in Middle Market Growth, please send the details to Editor-in-Chief Kristin Gomez. Be sure to include the name of the event, time, date, location, cost and link to register.

Face-to-face Connect to your next deal

chapter events

Save the Date

October 2-3, 2013 ACG Richmond Virginia Capital Connection The Jefferson Hotel Richmond, Virginia More info

November 12-13, 2013 EuroGrowthÂŽ 2013 Sheraton Park Lane Hotel Piccadilly London, England More Info

October 3, 2013 ACG Atlanta Networking Reception & Dinner Villa Christina Atlanta, Georgia More info October 10-11, 2013 ACG Louisiana Third Annual Taste of New Orleans Roosevelt Hotel New Orleans, Louisiana More info

February 5, 2014 ACG Public Policy Summit 2014 Grand Hyatt Washington Washington, D.C.

Visit www.acg.org for an up-to-date list of events in your area

April 28-May 1, 2014 InterGrowth 2014 ARIA Las Vegas, Nevada

October 14-15, 2013 ACG Charlotte 1st Annual Investment Banking Awards Banquet and Deal Crawl Location TBD Charlotte, North Carolina More info

To have your chapter’s upcoming events featured in Middle Market Growth, please send the details to Editor-in-Chief Kristin Gomez. Be sure to include the name of the event, time, date, location, cost and link to register.

the round News that Matters

The Market is Ripe for Carve-Outs Following a busy fourth quarter in 2012,

tor of corporate development and assistant

the M&A market slowed sharply in the first

treasurer at SRA International, says identify-

quarter of this year, yielding the slowest

ing the price hurdle upfront and validating

six-month period for combining companies

those data points against the market is im-

in four years, according to Thomson Reuters

portant before devoting significant resources

data cited in the New York Times.

to a divestiture.

But don’t expect the doldrums to last.

Evidence both anecdotal and empirical sug-

Take Stock

gests a robust deal market in the second

Sellers must develop a rigorous process for

half of 2013. That means companies con-

divesting assets, including regularly evaluating

templating carve-outs should get ready now

business units to determine if they are pro-

to sell underperforming or noncore assets.

ducing the returns they should and if they are

Here are five steps to get the best value for

totally aligned with current corporate strategy.

an operation under consideration for sale.

Many lower middle-market firms lack a formal process for evaluating divestitures.

Think Like a Buyer

“One should consider whether a sale or a

Sellers must ask themselves what they

spinoff is the best alternative,” Jones says. “In

would like to know if they were considering

a spinoff, shareholders will maintain all or par-

purchasing a given business unit, and then

tial ownership. The tax consequences of these

compile that information for negotiations.

alternatives should be carefully considered.”

The seller also must correctly assess what

It’s worth noting that if a company is just starting the process of doing a carve-

in the eyes of different sets of buyers and

out, it may be too late to get it done by the

how to best position the asset, according to

end of the calendar 2013 year, according to

Braun Jones, managing director of Outcome

Tony Otten, CEO of Springfield, Va.-based

Capital, LLC. In addition, Drew Drake, direc-

Continued on next page

ELL

the strategic value of the business unit is

Tell Us Your News // Middle Market Growth wants to know what’s happening in the middle market around the world.

Please share your news in 250 words or less, along with a color photo (300 dpi or greater) if available, with Editor-in-Chief Kristin Gomez.

the round News that Matters

may be worthwhile to do a more targeted

sue, it determines how efficient the deal can

approach. Rather than running a full auction,

be. If additional expertise is needed in the

identify a small group of potential buyers.

form of tax consultants, legal or accounting

This requires additional research, but can

help, strategic advisers or investment bank-

work well in instances where a carve-out

ers, sellers should project how much outside

calls for an expedited schedule, Otten says.

resources may cost, Otten adds.

Map It Out

Terms of Agreement

Fact // Private equity firms are sitting atop an estimated $350 billion in dry powder worldwide, while corporations have $1.27 trillion in cash and marketable securities.

After implementing a formal process for

Brooke Daniels, of law firm Pillsbury Win-

Source: PitchBook

divestitures, identify mission-critical tasks,

throp Shaw Pittman, says the seller should

such as preparing historical and projected

plan on performing due diligence early in the

financials of the carve-out. At this point,

process, even before the buyer is selected,

sellers must define who potential buyers

to help determine what kind of assets and

are so the carve-out can be packaged to fit

services need to be provided and negotiated

their needs. A strategic corporate buyer will

into the transactional services agreement.

Versar, a construction and environmental

the transaction happen and for ensuring the

management company.

integration of the carved-out business unit is

Should you need to move an asset, it

expect to easily identify where cost efficien-

smooth. While this isn’t a make-or-break is-

This pact lays out who is responsible for

cies can be gained. Savvy sellers should of-

what and when after the sale closes. For

fer this type of information to show the cost

instance, a transactional services agree-

savings of the business in question.

ment may include separation plans for

“Innovation and the need to gain access

people who leave the carved-out business

to the newest technology is a huge driver for

and retention plans for key talent, along with

many companies,” says Julia Pulzone, CPA,

identifying necessary short-term invest-

former CFO of CodeRyte. “There is tremen-

ments and key milestones and deliverables.

dous value in having a complete package of

This is a vital step, says Pulzone, because it

materials to provide to prospective buyers.

is important to eliminate uncertainty among

This will not only move the process along

employees and make post-closing roles

more quickly, but it will result in much less

clear so the company continues to function

overall work for the team.”

as normal. Failure to plan for a transactional services agreement could result in last-min-

Know Your Team Sellers must evaluate whether their internal

ute surprises that delay closing.

The bottom line: If you do the necessary

teams have the expertise to effectively ac-

background work, now is an opportune time

complish a carve-out. Many would-be sell-

to complete a carve-out! //

ers lack the personnel necessary for making

—Tony Cord, Director at Riveron Consulting

the round News that Matters

Dividend Retweets Part II: How to Build a Private Equity Twitter Account In my inaugural piece in the last issue of Middle Market Growth, I focused on three Dos and Don’ts that any deal professional should follow when deciding to start a Twitter account.

In this piece, I focus on the Twitter accounts of three PE firms with three different social media strategies.

With the SEC recently easing restrictions on social media for financial firms, executives within institutions can now use the multiple outlets as long as they let their investors know what they’re doing. This decision is a massive boon for PE, a notoriously tight-lipped industry, because it allows executives and business development directors to put together a public-friendly movement to show what their PE firm is doing, what deals have closed, ideas on trends and generally what the firm is all about.

That said, let’s make your job easier by looking at three private equity firms that took three different angles to managing their Twitter accounts. I call these methods: PR Central, IR Central and Behind-the-Scenes.

Continued on next page

Have you seen any great PE Twitter accounts?

Let us know.

the round News that Matters 1. PR Central

3. Behind The Scenes

If a private equity firm wants to create an ac-

One of my personal favorite templates is

count primarily focused on the outside work

Watermill Group’s Twitter account, which in-

they do, look no further than Blackstone.

corporates a great mix of behind-the-scenes

From foundations to philanthropy, from

looks at its portfolio companies and its

silly videos to hitting back at The New York

team. It also tweets interesting articles the

Times, the megafirm has done its best to

team has been reading. If the PE firm does

cover all of its work. Lobbying firms and PR

this right, it makes the firm’s team look, well,

executives can only do so much to uncover

human, which is something many PE execs

the hidden gems on what your firm can do;

have never been able to do.

Twitter can solve that when you use specific hashtags and quickly respond to any and all

The Limitation: How human is too human?

critical pieces written about your firm.

A PE firm could stray too far and focus more on tweets about what’s going on in the

The Limitation: If your firm has gone

office vs. what’s going on with its portfolio.

through any publicly known issues, having

Keep it balanced like Watermill does.

a feed that could focus too much on the positives could portray the firm as com-

4. Bonus: Carlyle

pletely out-of-touch.

I would say the PE firm that handles all three the best is The Carlyle Group. With a firm

2. IR (Investor Relations) Central

that’s handled the Washington drama for

If the firm instead wants to turn its Twitter

decades, it’s not surprising that the firm is

feed into a giant news board to reach inves-

able to balance PR, IR and internal behind-

tors, it’s easily possible. H.I.G. Capital has

the-scenes tweets. Perusing its Twitter feed

connected Twitter to multiple social media

can teach someone a lot about the private

outlets (especially LinkedIn) so it automati-

equity industry. //

cally pushes out news, fund, executive and internal updates. It’s a quick and easy move

—Sumeet Shah, Director, Client Relationships at Gist Digital Twitter: @PE_Feeds

for any new PE firm.

The Limitation: Sometimes the tweets that come out as pushed links can backfire and look completely off; the text within tweets could be too long and get cut off, the hashtags may not even get noticed, or worse, the tweet just wouldn’t make any sense to the general public.

Click to view examples from @Blackstone @H.I.G. Capital @Watermill Group

the round News that Matters

Do PE Firms Starve Companies of Innovation? Myth or Reality?

As an example of “slash, burn and pillage” PE investing tactics, casual critics of PE investing decry the alleged starvation of innovation as companies are deprived of R&D capital.

Although these charges are often echoed in the media, continued work with middle-market companies, banks and investors reveals negligible empirical evidence of these tactics. However, we see these myths and legends create friction in dealmaking as they heighten business owners’ uncertainty around private equity capital—and that impacts deal volume.

Deal professionals would agree that innovation is core to driving long-term value accretion in portfolio companies. Innovation includes “new or improved technologies, processes, products and services…innovation improves productivity and competitiveness, and boosts economic growth.”1 Studies in the European Union and the United States provide compelling evidence that innovation not only survives, but seems to focus and flourish under PE ownership: • Lerner et al. find that “firms show no deterioration after the [private equity] investments in patent originality and generality…and the firms’ patent portfolios become more focused in the years after the private equity investment.”2 The study also finds patents from PE-owned firms more frequently cited (a proxy for economic) vs.nonsponsored peers.

•R esearch for European Central Bank found “a significant positive effect of risk capital [private equity] finance on innovative activity [based on number of USPTO patents].”3 •A recent working paper from the National Bureau of Economic Research notes that research “suggests that private equity investments accelerate the development and commercialization of research-based technologies.”4 These research examples are consistent with what we see in industry practice. In the market mechanics of PE investing, sophisticated buyers of PE assets would readily identify stripped assets through prudent due diligence efforts. Does that mean all PE investors get the investment and realization of innovation from portfolio companies? Certainly not—and the significant variation in PE fund performance picks up the varying degrees of success.

But the charge that the PE industry could sustain the type of slash-and-burn investing across decades (while attracting new sellers of businesses and providing attractive return generation to LPs) is, in our view, implausible.

A clear take-away from our collaboration with the Association for Corporate Growth’s public policy and education efforts on Capitol Hill, however, is that the PE industry must engage in informed debate on these myths or face the near certainty that the false narratives continue to influence policy and regulation. // —Mark S. Gaffin, CFA, CAIA, Founder and President of the Gaffin Group

Sources 1. Frontier Economics (2013).

Exploring the impact of private equity on economic growth in Europe: A report prepared for the EVCA. p.19 2. Lerner, J., Sorensen, M., & Stromberg, P. (2010). Private Equity and LongRun Investment: The Case of Innovation. p.34 3. Popov, A. and Roosenboom, P. (2009) Does Private Equity Investment Spur Innovation?

Evidence from Europe. European Central Bank Working Paper Series, p.5 4. Link, A., Ruhm, C., Siegel, D. (2012) Private Equity and the Innovation Strategies of Entrepreneurial Firms: Empirical Evidence from the Small Business Innovation Research Program. p.1

the round News that Matters Tax Reform Could Limit Deductibility of Interest and Debt Efforts to achieve comprehensive tax reform

pay for tax reform. A proposal by Sens. Ron

are under way and action is expected this

Wyden, D-Ore., and Dan Coats, R-Ind., for

fall. Sen. Max Baucus, D-Mont., and Rep.

example, would enact a 25 percent across-

Dave Camp, R-Mich., are spearheading this

the-board limit on interest expenses to allow

effort and kicked off this initiative over the

for a 1.5 percent reduction in the overall

summer with the “Tax Reform Roadshow” in

corporate tax rate. However, the elimina-

several cities. They are taking a blank slate

tion of interest deductibility is not part of a

approach to gain input from various stake-

comprehensive package of reforms, so there

holders on possible policies to reform the

is no assurance that tax rates would actu-

tax system.

ally come down if interest deductibility were

While a formal proposal for comprehen-

reduced. In fact, Senate Majority Leader

sive reform has yet to be finalized, legisla-

Harry Reid, D-Nev., recently stated that his

tion is going forward on several one-off

goal was to increase tax revenue by $1 tril-

reform ideas. These are not necessarily tied

lion through tax reform. Consequently, it is

to a comprehensive package that would

possible that reform may include a reduction

reduce tax rates by eliminating various de-

or elimination of interest deductibility plus

ductions or credits. One notable example is

other changes with no decrease in overall

a fundamental component of the Tax Code:

corporate tax rates.

the ability of companies to account for interest expense as a cost of doing business.

ACG supports comprehensive tax reform proposals that do not inhibit investment

Since the U.S. tax code’s inception in

and growth. ACG opposes one-off efforts to

1909, businesses have been able to charac-

eliminate or reduce interest deductibility as

terize interest on debt as an operating ex-

not pro-growth and is actively engaged in

pense. Businesses of all sizes and types incur

educating policymakers on the impact

debt in the process of growth, for inventory,

the legislation would have on middle-

equipment, acquisitions, expansion and many

market companies.

other purposes. Among startups and small

ACG believes middle-market companies

businesses—the sources of two out of every

would be negatively impacted by higher

three new jobs in America—75 percent and

costs of capital. Higher capital costs translate

80 percent use debt financing, respectively.

to less investment in the short run, and fewer

The efforts to limit interest deductibility

new jobs and slower economic growth in

are driven by both philosophical and political

the long term. Debt fuels growth and expan-

interests. Some members of Congress be-

sion, and costs of debt should continue to be

lieve the tax code is too heavily weighted in

characterized as a business expense. //

favor of debt and should be more weighted to equity. Other members see the elimination of interest deductibility as a means to

—Gary LaBranche, FASAE, CAE, President & CEO of ACG Twitter: @ACG_CEO

Get Involved // If you are interested in learning more or joining a group opposed to the loss of interest deductibility, the BUILD Coalition is working with businesses in all sectors of the economy in support of comprehensive tax reform.

the round News that Matters

Webinar Choosing the Right Partner for Global Expansion McGladrey’s CEO and Bloomberg LP Discuss the Middle Market

Hosted in partnership with the National Center for the Middle Market October 3, 2013 2:00-3:00 p.m. EDT

The middle market employs approximately 43 million people and

Middle-sized and small businesses are turning to strategic alliances and

accounts for about one-third of the

joint ventures to help them enter international markets, according to

total U.S. workforce. Treated sepa-

research by the National Center for the Middle Market (NCMM) and the

rately, it would be the fifth-largest

Economist Intelligence Unit (EIU). The problem is that these business

economy in the world. Clearly,

ventures often fail. But why?

what happens in the middle mar-

Global business experts and experienced matchmakers from Plante

ket has a large impact on the over-

Moran and The Ohio State University will discuss what leaders of small

all economy.

and mid-sized businesses should consider to ensure the success of their

In this economic outlook, Joe Adams, CEO of McGladrey, and Joe Brusuelas, senior economist for Bloomberg LP, discuss some of the issues and trends facing the middle market, including regulatory hurdles, the employment outlook, onshoring, the manufacturing renaissance and skills gap, and the Chinese economy—just to name a few.

Tap to watch the video

global partnerships.

You are invited to join the conversation and bring your experiences and questions. Register now.

Did you miss the last webinar? No need to worry.

Check out ACG’s library of past webinars at anytime.

the round News that Matters

Anatomy of a Deal: Can the Stress of Integration Be Avoided?

In any M&A deal, there is consolidation of

“Coaching helps the team to keep a positive

companies and most importantly, people.

and empowering mindset, and further sup-

This process can create stress and tension,

ports them in making the most productive

not just for the group leading a merger, but

decisions and behavior changes during

also for the people waiting to hear the news

the acquisition.” It’s difficult to manage the

of their fate. Many will have to face taking

uncertainty of a deal if in the process of

the place of a trusted colleague or losing a

financial and legal due diligence, the needs

whole department in the new company as a

and fears of your new employees are not

casualty of duplication. A few might end up

addressed. People matter, and your newly

doing well in the new position; others could

acquired company could rise and fall based

even end up being a star in their new role.

on the employees running it. Remember

What cannot be escaped, however, is the

your employees are one of the most indis-

stress of integration, all the way from the top

pensable parts of the company, and the

leadership down. What are the major issues

worry, insecurity and uncertainty about the

to remember during integration?

recent M&A deal could harm the new company’s productivity and long-term success.

Employees In the Dark Employees of the two companies are largely

Get an Outside Opinion

in the dark throughout the M&A process.

Group think is dangerous, and effective

While experts iron out the details, employ-

leadership is incumbent upon making sure it

ees can feel anxious from rumors and lack

doesn’t take hold during a transition. One of

of information. How do you heal a workforce

the ways to manage a new group of employ-

while ensuring a match of jobs skills to the

ees is to incorporate the skills of an impar-

essential tasks of the new company? How

tial party both sides (the management and

do you create allegiance to a new company

the employees) can trust. These individuals

and the new leadership?

can help team leaders assess employees’

“While working with enterprise-level

strengths and weaknesses and advise the

clients in a merger, I’ve found there are

leadership on how to build a stronger, more

multiple challenges for the team, includ-

cohesive and productive team. The common

ing uncertainty, role transitions and new

reply to this suggestion is often, “I don’t

team relationships,” says Jeffery Sooey, a

have the time for it” or “it wasn’t built into

renowned coach and trainer of coaches.

Continued on next page

the round News that Matters the budget.” But neglected employee issues

Creating the Right Team

can fester, and if you want to hit the ground

People capital is just as important as finan-

running, having a solid grasp on the core

cial capital. This appliance company is a

skills of your team only makes a company

perfect example of how vital it is to match

stronger. Initially, outside advisers will act

people’s skills with the right jobs to create

as diplomats to listen and even console the

the best team. In a short time, an assess-

stressed and upset team in order to main-

ment also will help leaders make the tough

tain morale and calm elevated emotions

decisions and provide recommendations on

and distrust. Eventually, with the assistance

what talents to keep when skills are dupli-

of an executive coach, consultant or any

cated. But also with the guidance of coach-

outside advisement, a newly formed orga-

es or another outside consultant, they can

nization can move forward smoothly with all

find a potentially better job fit for someone

employees committed to its success.

displaced as a result of integration. Imagine the relief of hearing a CEO commit to hav-

Real-Life Success

ing positions for everyone and being able

As an executive coach, I urge my clients to

to back it up with solid data.

use a three-point-profile assessment tool

In a global economy that moves at the

before hiring new talent. This assessment

speed of light, time is everything during an

is like looking under the hood of a used car.

M&A integration. During the cycle of the deal,

Let’s take a real life example of a well-known

strong leadership and external advisement

kitchen appliance company. A few years ago,

can leverage human capital, improve profit

it determined it needed hundreds of new

margins and ultimately create a superior

sales people. The coaches assigned for the

company. Isn’t that the goal all along? //

task, led by Sooey, used the assessment on the current sales force. As a result, they created a pyramid of top-to-lowest performers from the assessment results showing that specific personalities fit certain job descriptions, and that finding the ones that were better at sales was critical to improving profits and creating a more efficient workforce.

The final result was a sales force made up of only top performers, resulting in tens of

millions in additional profits for the company.

—Todd Calongne, professional life coach

the round News that Matters

International Deal-Making Mexican telecoms bill may open

Argentina M&A activity plunges, but oil,

floodgates of M&A activity

mining & agribusiness attracting interest

These articles

The new bill being proposed by the presi-

Argentina M&A activity has declined in 2013

on international

dential administration of Enrique PeĂąa Nieto

and is likely to remain low in 2014, regardless

deals are

may open the floodgates for M&A activity by

of the results of the October 2013 legislative

provided by

foreign players inbound to Mexico, sources

elections, several M&A industry sources said.

Mergermarket.

said. The reform would change current limita-

According to Mergermarket data, there were

To find more

tions and allow foreign firms to own up to a

40 deals announced in the first half of 2012,

stories like

49 percent stake in radio and broadcast TV

and only 11 in the first half of this year, repre-

these, please

companies, and up to 100 percent in all tele-

senting a 72.5 percent drop in deal count.

subscribe or

communications and satellite TV services.

Read the full story online

Read the full story online

a free trial at Mid-market buyouts thrill Italy as reces-

South Korean state-run energy and re-

sion lingers, but will M&A revival last?

sources companies to put brakes on M&A

There is a growing discrepancy in reces-

The lack of a clear overseas energy and re-

sion-hit Italy between a relatively healthy

sources development policy from Park Geun-

and sustainable deal flow landscape and

hye’s incumbent South Korean government,

a shrinking economy overall, causing con-

coupled with a deleveraging drive by state-

sumption spending to plunge as debt grows

owned companies, will likely see outbound

to a postwar record.

acquisition volumes drop in the second half,

Read the full story online

said company sources and bankers.

Read the full story online

Greece Trendspotter: private sector to join M&A wave in 2H

Japan poised for outbound M&A recovery;

Greece is expected to see a wave of M&A

inbound interest rises on real estate boom

in consumer, real estate and infrastructure,

Japan is poised to see outbound M&A re-

according to officials, lawyers, bankers and

bound in the second half of the year, from a

industry sources. Having spent 1H bogged

poor showing in the first half, on solid deal

down in banking deals, the country is poised

pipelines and increased clarity on the impact

to regain its international credibility and

of Abenomics, industry bankers and lawyers

dealmaking momentum, they said. In addi-

said. In the first half of 2013, Japan out-

tion to privatizations, 2H could see a resur-

bound transactions plummeted 70 percent

gence of private-sector deals, with foreign

by value compared with the same period

capital returning to the country, they added.

last year, according to Mergermarket data.

Read the full story online

inquire about

Read the full story online

Mergermarket.

the round News that Matters

vertical view // The Retail Industry

+

NY

51%

TIE

CA

The number of deals in the middle-market retail space doubled from 2011 to 2012, from 18 to 36, while capital invested more than quadrupled from $3.5 billion to $14.8 billion.

California and New York are tied for the most retail investments from 2009-2013 at 19 deals each, followed by a tie between Florida and Texas with 13.

For 2011 and 2012, secondary buyouts made up 50 percent of exits from the retail space, accounting for 19 of 38 exits.

Specialty retail has made up 45 percent of middlemarket investments through 2009-2013, followed by general merchandise with 28 percent.

Add-ons represented 51 percent of middle-market retail buyouts in 2012, the highest level ever.

70%

The retail middle market has grown from 50 percent of deals in retail in 2009 to almost 70 percent in 2012.

Exit activity more than doubled from 2010 to 2012, from 9 to 22 exited companies, respectively. At the same time, capital exited more than tripled, from $3.3 billion to $10.9 billion.

All statistics are from PitchBook for the middle market (deal values from $25 million to $1 billion).

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Big Shoes // Wolverine Worldwide President and CEO Blake Krueger

One Step at a Time Wolverine’s path to acquiring some of the most iconic lifestyle brands in the world

By Danielle Fugazy Photo by Adam Bird

Leader of the Pack // Wolverine owns some big names in shoes, like Keds, Saucony, Hush Puppies and Stride Rite Children’s Group

Y

ou might not have heard the name Wolverine Worldwide, Inc. before, but make no mistake—you definitely know its products.

And based on its current trajectory, the company is taking over the footwear industry one sure step at a time.

Founded by the Krause family in 1903, the Rockford, Mich.-based company now owns 13 shoe brands, including Keds, Merrell, Hush Puppies, Saucony, Sperry Top-Sider and Stride Rite Children’s Group, and is the licenser of Harley-Davison, Caterpillar and Patagonia Footwear. The company also employs more than 8,500 people globally.

Its 2012 acquisition of the Performance and Lifestyle Group from Collective Brands put the company on the map in a big way. Not only did the acquisition almost double the size of Wolverine Worldwide, it also showed its tremendous creativity and vision. With CEO and President Blake Krueger at the helm, the complex Collective Brands acquisition grew Wolverine into the third-largest footwear company in the world, next to giants Nike, Inc. and Adidas AG.

Michigan and Private Capital // Check out how Michigan is driving growth

The journey to that acquisition began with San Francisco-based private equity firm Blum Capital Partners. Blum Capital had been a longtime investor in Collective Brands, which consisted of Payless ShoeSource and the Performance and Lifestyle Group, and wanted to buy the Payless division out of the company. However, due to shareholder issues and tax implications, Collective Brands had to be sold as one entity. Introduced by R.W. Baird, Wolverine Worldwide started a dialogue with Blum Capital, which then brought in San Francisco-based private equity firm Golden Gate Capital as a third partner. In 2011, the consortium’s first bid for Collective Brands was rebuffed. A year later, the consortium finally won the company during an auction process, agreeing to pay about $2 billion.

Did You Know?

In October 2012, Blake Krueger, CEO of Wolverine Worldwide, was the keynote speaker at the ACG Western Michigan Annual Gala

Photo by Adam Bird

Putting the deal together was difficult, and that’s putting it mildly. “The only real link between Payless and the Performance and Lifestyle Group was that they were both in the footwear business,” says Joe Pellegrini, a managing director with R.W. Baird who worked on the deal. “These assets were very different. One was a portfolio of aspirational lifestyle brands and the other was an off-price footwear retailer, and there wasn’t a natural fit for the combination. That said, we had confidence that there was a rationale for separating these assets and that this team could succeed.”

After the deal was completed in May 2012, the buyers promptly set about the task of separating the brands. “The marriage was a good one, but while you are planning your partnerships or marriage, we had to map out the separation or divorce decree all at the same time,” Pellegrini says. “And things can get real tense.”

Don Grimes, Wolverine Worldwide’s chief financial officer, agreed. “We had to be a seamless buyer during the process,” he says. “If one of the partners bailed out, the whole transaction would have fallen apart. It’s not every day that strategic and private equity firms team up to buy a company and then divide it up.”

THE NUMBERS // Prior to the purchase, Wolverine brought in about $1.4 billion annually. Its 2013 revenue is expected to be around $2.75 billion, though it took on $1.275 billion of debt on its balance sheet for the transaction.

Prior to buying the company, the consortium had to know who was going to walk away with what assets, liabilities and employees. “It wasn’t easy, and trust played a big part in this deal. Although there was excitement and conviction that these were great assets to acquire, there was also the natural tension negotiating the separation agreement,” Pellegrini says. “But all groups behaved in a professional way to deliver a terrific, mutually beneficial outcome.”

With the completion of the transaction, Wolverine Worldwide walked away with the Performance and Lifestyle Group, which consisted of canvas shoemaker Keds, high-performance running shoes producer Saucony, boat shoe icon Sperry and children’s shoemaker Stride Rite.

This unit alone was generating about $1.1 billion in annual revenue. Prior to the purchase, Wolverine Worldwide was bringing in about $1.4 billion annually. Its revenue for 2013 is expected to be around $2.75 billion. However, to complete the transaction, Wolverine Worldwide took on $1.275 billion of debt on its balance sheet.

The acquisition of the Performance and Lifestyle Group brands not only strengthened Wolverine Worldwide’s offerings, but also catapulted its existing global strategies as a strong international brand. In fact, about 65 percent of the company’s volume today comes from outside the United States. Using its robust global network, infrastructure and relationships, Wolverine plans to continue its global growth of the Performance and Lifestyle Group brands in Africa, Asia Pacific, Canada, Europe, Latin America, the Middle East and the United States.

There also is a plan to open operations in Brazil within the next year to access the country’s more than 200 million consumers.

“It wasn’t easy, and trust played a big part in this deal.

Although there was excitement and conviction that these were great assets to acquire, there was also the natural tension negotiating the separation agreement. But all groups behaved in a professional way to deliver a terrific, mutually beneficial outcome.”

Joe Pellegrini Managing Director R.W. Baird

More Market // Since the acquisition, Wolverine Worldwide has signed eight new distributors for Sperry and Keds

Photo by Adam Bird

Acquiring companies, expanding lines of business or innovation has never scared Wolverine Worldwide management. As one of the oldest footwear brands in the United States, the company created Hush Puppies in 1958 and was marketing them internationally by the end of the decade, at a time when very few companies even thought about overseas growth. The company now distributes footwear in more than 200 countries and territories, with more than 10,000 points of distribution.

Wolverine Worldwide hopes its new brands will benefit from that global reach. The four new brands — Keds, Sperry, Stride Rite and Saucony— only sell about 10 percent of their products outside of North America, but Wolverine Worldwide already is changing that. Since the acquisition, it has signed eight new distributors for Sperry and Keds.

“There are big opportunities to accelerate the growth of our four new brands overseas,” Krueger says. “Product innovation has certainly been central to the success of these four brands in the U.S., and we believe that this innovation, coupled with our extensive global distribution network, will accelerate growth offshore.”

“We were a company that successfully added new brands and were able to do so without debt for 30 years, but we knew that this was a significantly larger transaction than our historical norm and would require us to tap the debt markets.”

Blake Krueger, CEO and President Wolverine Worldwide

Going forward, Wolverine Worldwide is keenly focused on lowering its debt and integrating the Performance and Lifestyle Group brands so the experience is seamless for the customer. The company was four times levered at the close of the transaction. By the end of 2012, the company was levered at 3.6 times and hopes to be below two times by 2015. Additionally, Wolverine Worldwide already has made two voluntary pre-payments, and its high-yield notes are trading at a premium.

“We were a company that successfully added new brands and were able to do so without debt for 30 years, but we knew that this was a significantly larger transaction than our historical norm and would require us to tap the debt markets. Frankly, this acquisition was a perfect fit from a strategic standpoint and could not have happened at a better time,” says Krueger, adding that interest rates were at record lows when the transaction closed.

Jim Zwiers, president of Wolverine Worldwide’s Performance Group, is excited for the future and expects integration of the brands to be smooth. “The teams at Wolverine Worldwide and PLG have built a strong culture and provided a solid foundation for growth. We have a tremendous advantage because our company has been international since the late 1950s,” he says. “The PLG Brands and teams are already folding in nicely.”

Even with the success of this deal, don’t expect any more acquisitions from Wolverine Worldwide in the near future. “We have to digest what we bought. Our priority is to invest behind our brand and aggressively pay down debt. We will not be looking at any acquisitions for some time unless it’s something that we would be kicking ourselves for not doing,” Grimes says. “It’s not that we need to wait until we are debt free, but we will feel good about having the debt lowered. When we get to mid-2015, we may start opening our eyes more aggressively.” // Danielle Fugazy is a freelance writer and contributor to Middle Market Growth magazine.

Wolverine Worldwide Brands // Bates®, Chaco®, Cushe®, HyTest®, Hush Puppies®, Keds®, Merrell®, Saucony®, Sebago®, Soft Style®, Sperry Top-Sider®, Stride Rite Children’s Group®, Track ‘n Trail®, Wolverine®, and Wolverine® Leathers, Licensed – Cat® Footwear, Harley-Davidson® Footwear, and Patagonia® Footwear The Krause family builds a shoe factory in Rockford, Mich. It produces 300 pairs of shoes daily.

1903

1908 The Wolverine brand name is chosen for shoes made of Wolverine horsehide leather. Because of their durability, they’re called “1,000 Mile Shoes.”

®

1914

1921 The company begins selling shares to its own employees, becoming one of the nation’s first profit-sharing plans.

1928

1964 Company is traded on the New York Stock Exchange for the first time.

Wolverine Worldwide acquires the global license for footwear from the Harley-Davidson Motor Company, which becomes one of the company’s top performing brands.

The Krauses build the Wolverine tannery and begin supplying their shoe factory with tough, durable horsehide.

1965

1989

1998

The company changes its name to Wolverine Shoe and Tanning Corporation.

The company chooses a more fitting name, Wolverine Worldwide, Inc. The company’s international business reaches record levels. The company purchases the Merrell brand and begins the process of developing a global brand in performance outdoor footwear.

Wolverine Worldwide acquires the Performance and Lifestyle Group.

2012 Wolverine Worldwide receives Company of the Year at the Footwear Plus Awards for Design Excellence.

2013

Wolverine Worldwide announces second-quarter revenue of $587.8 million, up 88 percent from the previous year.

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Innovation 3 in Creation 3D Printing and the Future of Manufacturing

By Cody Boyte

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2 Manufacturing is in the middle of a revolution. It’s a slowly evolving revolution, where additive manufacturing, also known as 3D printing, is rewriting the rules of traditional manufacturing processes. Product creation is moving from the global, mass-produced model to a more local, individualized future. In many ways, the best of tailored craftsmanship is starting to become available at the scale of the industrial revolution.

Manufacturing companies have always been extremely popular investments. Investors love the predictability, the well-understood operating theory, and the ability to innovate around increasingly sophisticated distribution methods. In fact, they’re the single most common type of company brought to market on Axial, an online network for those looking to acquire, sell or finance private companies, accounting for nearly 30 percent of the network’s deals each year. However, a few firms are starting to rethink their investment thesis as 3D printing makes entirely new business models possible.

3D printing isn’t exactly a new technology—it has been around for nearly two decades—but until recently, all the major firms were protected by strictly enforced patents.

When the patents started expiring in 2009, smaller players started selling affordable, consumer-grade printers. While most of the consumer machines aren’t good enough to seriously challenge any of the big players at scale, future patent expirations and rapid development of new technologies are creating an increasingly accelerating path toward disruption.

Over the next couple of decades, traditional manufacturing will be transformed in four significant ways. Mass customization and ultra-precise manufacturing, led by the existing industrial printing companies, will rewrite the cost-to-value equation for large batch orders, while consumer-grade printers will change the way we think about one-off products and rapid prototyping.

Mass Customization Consumer products leaders Nike, Adidas AG and New Balance have recently begun experiments in mass-customizing shoes and other apparel, but they’re actually behind the curve. Over the last decade, a number of other industries have already been transformed by this technology. Nearly every hearing aid, for example, is 3D printed today. Since printed hearing aids fit perfectly in ear canals and are small items with high margins, they’re the perfect product for additive manufacturing. The technology has developed to the point where multiple hearing aids can be custom-printed simultaneously, resulting in more than 10 million custom pairs being printed in the last few years alone.

Kegan Fisher, CEO of Sols, said profitable 3D printing needs “three key components: minimal material use, high value products and a necessity for customization. Jewelry and medical devices are great examples.”

But as the technology gets faster, cheaper and more precise, the industries affected will no longer have the same requirements for margin or material use. For instance, research is currently being done on printing different fabrics to create mass-customized clothing. Rather than getting a small, medium or large shirt, consumers will eventually buy shirts perfectly tailored to their body. Most consumers have no interest in designing their own fashion items, but they will eventually expect clothing custom made for their body, with other products optimized for their home, office and, eventually, every other part of their life.

What Is 3D Printing // 3D printing, also known as additive manufacturing, is a process of making a three-dimensional solid object of virtually any shape from a digital model. It’s done through an additive process, where successive layers of material are laid down in different shapes. A materials printer then does the 3D printing using digital technology. Most 3D printing currently is for commercial use, though some companies are working to develop printers for home use.

3D printing technology is used for both prototyping and distributed manufacturing with applications in architecture, construction, industrial design, engineering, dental and medical industries and other fields.

“Designing a product, waiting months to get it delivered from China before you head to a trade show to sell it to a buyer, so they can sell it in fashion season months later, doesn’t work anymore. It’s too slow for the world we live in today.”

Kegan Fisher CEO of Sols

Ultra-Precise Manufacturing In the vein of custom products, highly specialized components already are being printed using industrial printers.

Parts of the Boeing 787 Dreamliner fuselage were 3D-printed, allowing for a very thin, complex shape that would have otherwise been prohibitively expensive and difficult to create. In a growing array of industries, components are being designed that must be manufactured using printers because only additive manufacturing can reach the tolerances necessary without leaving the material too brittle. As industrial printers evolve, new materials and technologies are being developed that will allow for even more complex shapes and better resolutions.

Interestingly, one of the newly apparent problems is not the limit of the machines, but rather companies learning to adapt to new methods. Designers aren’t used to working with the flexibility of printers, so rather than creating massively different designs, they continue to design products within many of the existing manufacturing limits.

The high levels of precision afforded by printers will eventually change the designs of the products on the market, but it may take a while to understand what’s possible.

Niche and One-Off Products As consumer-grade printers progressively improve, the market for individually printed products is growing.

Smaller niches are able to find or create new products they otherwise wouldn’t be able to access, transforming the way they think about their craft. The world of model trains illustrates this beautifully as it has quickly adopted additive manufacturing due to a market that is so small only a few products can be profitably mass manufactured.

Train collectors often pride themselves on having unique trains or building backgrounds, but it used to be prohibitively expensive to replicate obscure objects except by hand. 3D printers have helped create an explosion of new concepts in train sets since one-off products are now possible and affordable.

Individual consumers are even getting in on the action. Late-night television host Jay Leno is leading the charge of fix-it manufacturers, a somewhat related market, who need parts that are no longer available.

He currently has two MakerBots in his garage in Los Angeles, presumably to print hard-to-find replacement parts for his cars. While consumergrade machines can’t print a new piston or cam at present, the technology isn’t very far away. Before long, the collector market for vehicles could be completely transformed as the cost of restoring a vehicle wouldn’t be dependent on finding obscure parts. Instead, the part could be printed on demand. The same process could eventually be true for fixing vacuum cleaners, brooms, ovens or anything else that breaks before wearing out.

Rapid Prototyping and Speed to Market While one-off parts and niche products are interesting, the biggest change from consumer-grade printers will likely come from what Jordan Brandt, technology futurist at AutoDesk, calls the “democratization of prototyping.” Imagine a world in which moving from an idea to a perfectly finished prototype takes only a few hours, not months, and a product idea can be in the hands of a consumer by the end of the week, not the end of the year. In some ways, it’s the consumer market coming back to fix the industrial market.

“Traditional manufacturing is really broken,” Fisher says. “Designing a product, waiting months to get it delivered from China before you head to a trade show to sell it to a buyer, so they can sell it in a fashion season months later, doesn’t work anymore. It’s too slow for the world we live in today.” And frankly, it’s also too risky. Minimum shipment sizes often end up in warehouses or are sold deeply discounted when a season ends, creating an environment where design is inherently risk averse. Pushing too far creates too many potential hazards.

The Future of Manufacturing // James Robinson, co-founder and managing partner of RRE Ventures, gives an overview of his investment in Makerbot and the revolution underway in manufacturing, including the changes to daily life that 3D printing will bring to businesses and consumers.

In June, industrial 3D printing company Stratasys acquired Makerbot for a reported $600 million.

Read full transcript here.

This video is brought to you by Privcap, the leading digital media channel for thought leadership on the private capital markets.

To view Privcap’s library of hundreds of GP and LP interviews, visit www.privcap.com. For sponsorship or custom videos inquiries, contact Gill Torren.

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One of the only companies pushing the limits of traditional manufacturing is Zara, a clothing company in Spain.

The company has integrated its design, manufacturing and logistics teams so tightly that it’s able to move from whiteboard sketches to store shelves in five to six weeks. This model has allowed Zara to continually release small batches of new designs in order to see how first week sales go.

If a design is unprofitable, it’s cancelled immediately. If it is popular, Zara will keep producing more until a different design supplants it. But Zara is still restricted to centralized mass production that isn’t personalized enough or fast enough for a future that includes 3D printing.

The effects of additive manufacturing are nothing short of transformative. In the near future, consumer products will be designed, sold in small batches online and the winners will be mass produced. The first few products sold online will be printed on demand at a higher per-item cost, but once proven will be mass manufactured at a much lower per-item cost before being sold in stores. Early adopters and the fashion forward will get the product before it becomes popular, giving them the edge they crave, while manufacturers reduce risk by only creating products that are already popular—much like Zara does today.

Taking it a step further, as printers get faster and cheaper, mass production will begin to cease to exist at all. Even the most popular items will be printed on demand very near the consumer, removing logistics barriers and many of the advantages of retail stores. In a sense, the model will allow manufacturing to experience changes similar to the software industry, moving from yearly or quarterly releases to daily or even hourly updates and rapid iteration.

Suddenly, in this future, radical designs aren’t so risky or hard to imagine.

9

As both Fisher and Brandt noted, some industry segments, including injection molders and classic mass manufacturers, have around a decade before they will be seriously challenged by 3D printing. A significant amount of material and machine research remains to be done before printing becomes as cheap as traditional methods. Trends on the Axial network indicate that more than 42 times as many investors are interested in plastic extrusion or injection molding firms when compared against additive manufacturing or 3D printing. A few individuals also have commented that while they are tentatively looking at 3D printing companies, none have proceeded as far as a term sheet.

But to only focus on manufacturing is looking in the wrong place.

Medical device companies are already in the middle of the revolution.

Consumer goods companies could be next, followed by logistics companies, boutique injection molders and sub-component manufacturers. As the cost of developing custom-made products drops, we may very well see a revolution in what’s available for purchase and how products are sold— far beyond the specialized worlds of model trains and hearing aids. // Cody Boyte is a marketing manager at Axial in New York City.

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Corporate Finance | Investment Banking RGL Advisors delivers strategic counsel to business owners, executives and private equity firms.

Whether helping to navigate the competitive landscape or execute a transaction to fuel value-added growth, we offer broad industry and situational expertise through an approach tailored to meet the unique needs of clients.

For more information, contact: Matt Morris Managing Director

T: 972.996.3373 E: mrm @ rgladvisors.com

RGL Advisors, LLC 5215 North O’Connor Blvd., Central Tower, Suite 640 | Irving, Texas 75039 T 972.996.3370 F 972.996.3371 rgladvisors.com

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Buy-side and sell-side M&A advisory

■

Financial opinions to fiduciaries

■

Sourcing of acquisition financing

■

Recapitalization of investments

a qualified opinion Sarah Claypool, Vice President, Bregal Investments

S

arah Claypool is vice president of Bregal Investments, the private equity investment arm of a sixth-generation family holding company. Since 2002, the company has invested close to $10 billion through direct private equity and fund investment vehicles. As part of the firm’s fund investment team—Bregal Private Equity Partners (BPEP)— Claypool is primarily responsible for sourcing, evaluating, recommending and monitoring private equity fund investments for the firm’s global program. Using a selective approach, Bregal’s aim is to build a diversified global portfolio of 25-30 relationships across North America, Europe and select emerging markets. To date, BPEP has made more than $2.5 billion in aggregate commitments and its typical bite size is $25 million to $65 million.

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select above to see q&a

How do you think private equity, particularly in the middle market, drives economic growth?

P

rivate equity builds better, more efficient businesses, creates jobs, promotes innovation and creates wealth for investors and portfolio company employees. In the middle market, private equity plays a vital role providing companies with capital that may otherwise be difficult to access. This can rejuvenate struggling businesses or help healthy companies realize their growth potential. Of course, the most successful private equity firms provide more than just capital. They generally have deep operating and sector expertise and work with management to build better businesses that expand into new markets, develop new products, train or hire employees, improve operations and/or make acquisitions. As a result, portfolio companies can increase their sales and profitability, create value for shareholders and ultimately have a positive impact on the economy.

Photo by Brad Trent

a qualified opinion Sarah Claypool, Vice President, Bregal Investments

S

arah Claypool is vice president of Bregal Investments, the private equity investment arm of a sixth-generation family holding company. Since 2002, the company has invested close to $10 billion through direct private equity and fund investment vehicles. As part of the firm’s fund investment team—Bregal Private Equity Partners (BPEP)— Claypool is primarily responsible for sourcing, evaluating, recommending and monitoring private equity fund investments for the firm’s global program. Using a selective approach, Bregal’s aim is to build a diversified global portfolio of 25-30 relationships across North America, Europe and select emerging markets. To date, BPEP has made more than $2.5 billion in aggregate commitments and its typical bite size is $25 million to $65 million.

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What investment trends are you seeing both domestically and abroad for the middle market?

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think the biggest trend we see on a day-to-day basis is the increased focus on the lower middle market, especially in the U.S. As competition for deals at the upper end of the middle market continues to intensify, many private equity investors have turned to the lower middle market to boost returns. Of course, lower middle-market investing is further out on the risk curve, but if you have access to the best managers with the right skills, and proof of those skills through a deep, consistent track record in the space, I believe it’s a very important component of any private equity portfolio.

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a qualified opinion Sarah Claypool, Vice President, Bregal Investments

S

arah Claypool is vice president of Bregal Investments, the private equity investment arm of a sixth-generation family holding company. Since 2002, the company has invested close to $10 billion through direct private equity and fund investment vehicles. As part of the firm’s fund investment team—Bregal Private Equity Partners (BPEP)— Claypool is primarily responsible for sourcing, evaluating, recommending and monitoring private equity fund investments for the firm’s global program. Using a selective approach, Bregal’s aim is to build a diversified global portfolio of 25-30 relationships across North America, Europe and select emerging markets. To date, BPEP has made more than $2.5 billion in aggregate commitments and its typical bite size is $25 million to $65 million.

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At 31, you’re part of a younger demographic of professionals in the PE world. Does that give you a unique perspective?

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t depends, but in general, I’d say that younger professionals offer a fresh perspective on strategy and existing commitments. Senior investment professionals inevitably have long-term relationships with fund managers, so it’s crucial to have a fresh pair of eyes reevaluate those relationships. At Bregal, every person at the table is required to have a view on each investment opportunity, and our senior team members genuinely encourage contrarian viewpoints instead of “group think.” In addition, I believe younger investment professionals tend to have a greater appetite for risk. We are generally more apt to back a new group, explore a new geography, etc., but we also respect that we don’t have the same level of experience as our senior colleagues.

Photo by Brad Trent

a qualified opinion Sarah Claypool, Vice President, Bregal Investments

S

arah Claypool is vice president of Bregal Investments, the private equity investment arm of a sixth-generation family holding company. Since 2002, the company has invested close to $10 billion through direct private equity and fund investment vehicles. As part of the firm’s fund investment team—Bregal Private Equity Partners (BPEP)— Claypool is primarily responsible for sourcing, evaluating, recommending and monitoring private equity fund investments for the firm’s global program. Using a selective approach, Bregal’s aim is to build a diversified global portfolio of 25-30 relationships across North America, Europe and select emerging markets. To date, BPEP has made more than $2.5 billion in aggregate commitments and its typical bite size is $25 million to $65 million.

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The private equity industry overall is seen as predominantly male.

What advice would you give to young women who are looking at a career in private equity or finance?

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think the best advice I can give young women is to view their position as an advantage rather than a disadvantage.

So much is written about the challenges women face in private equity that it’s no wonder many shy away from the industry. The bottom line is that women tend to invest differently than men, and it’s imperative to have a diversity of strengths and perspectives at the table when making investment decisions. Smart firms understand this, and I’m fortunate enough to work for one of them. Out of six investment professionals on the BPEP team, three are women, which is atypical in this industry.

Photo by Brad Trent

a qualified opinion Sarah Claypool, Vice President, Bregal Investments

S

arah Claypool is vice president of Bregal Investments, the private equity investment arm of a sixth-generation family holding company. Since 2002, the company has invested close to $10 billion through direct private equity and fund investment vehicles. As part of the firm’s fund investment team—Bregal Private Equity Partners (BPEP)— Claypool is primarily responsible for sourcing, evaluating, recommending and monitoring private equity fund investments for the firm’s global program. Using a selective approach, Bregal’s aim is to build a diversified global portfolio of 25-30 relationships across North America, Europe and select emerging markets. To date, BPEP has made more than $2.5 billion in aggregate commitments and its typical bite size is $25 million to $65 million.

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How did you get your start in private equity? What makes this sector of the financial world appealing?

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started my career in investment banking, where I worked with a number of private equity firms in advisory roles.

Private equity is a common next step for young banking professionals, and it had always been my plan to make the transition. I considered joining a number of direct shops, but ultimately decided that fund investing would be a better fit. Fund investing offers the opportunity to be a part of the private equity industry but at a higher level. Instead of investing directly into companies, I invest in a wide range of private equity funds, which I personally think is more interesting. Unlike most direct private equity professionals at my level, I’m not tied down to one industry, strategy or geography, so every day is different and presents the opportunity to learn something new.

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acg@work chapter news from around the globe

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Baltimore ACG Maryland Second Annual Deal Forum Connects Dealmakers in the Lower Middle Market More than 300 investors, executives, service providers, lenders and corporate decision makers converged on the Baltimore Inner Harbor for the second annual ACG Maryland Deal Forum, a two-day networking and dealmaking event held at the Pier 5 Hotel June 1011, 2013. Professionals in attendance represented more than 170 companies from the MidAtlantic region and in states as far away as California, Texas and Missouri.

The second-annual event featured multiple networking opportunities, including Deal Source and the Private Equity Marketplace.

In addition, ACG Maryland hosted a networking reception at Oriole Park at Camden Yards. Education included two panel presentations focused on post-deal closing issues and cyber security, and a keynote presentation with Christopher Kersey (Johns Hopkins Medicine International and Camden Partners) and Rich Helppie (Santa Rosa Holdings).

Visit www.acgmaryland.org for more highlights, photos and videos from Deal Forum.

Tell Us // Middle Market Growth wants to highlight ACG chapters around the world. Share your recent events or member news in 250 words or less, along with a color photo if available, with Editor-in-Chief Kristin Gomez.

acg@work chapter news from around the globe

For more information please see ACG’s public policy agenda, or contact Christine Melendes, CAE, vice president, communications and marketing, at cmelendes @acg.org or (312) 952-4277

Washington, D.C. ACG Global Monitors Policy Discussions on JOBS Act Before the House and Senate commenced for August recess, ACG representatives took two trips to Washington, D.C., to educate policymakers about the importance of the middle market and issues of concern to ACG’s members. ACG’s Public Policy Committee participated in four days of meetings on Capitol Hill, where they focused on legislators who sit on the House Financial Services Committee, House Ways and Means, and the Senate Finance Committee. The combined expertise of ACG’s members in dealmaking, lending and capital formation allowed congressional staff to gain firsthand knowledge about the middle market and the significance of private capital investment in the American economy. Several legislative proposals impacting the middle market are being considered in the House or Senate throughout the fall. Members of the House Financial Services Committee will also continue to discuss a follow-on bill to the bipartisan JOBS Act, passed in April 2012 by the previous Congress, focused on small and mid-sized companies.

Continued on next page

acg@work chapter news from around the globe The intent of the JOBS Act was to reduce regulatory and disclosure burdens for emerging growth companies. While many rulemakings are still being finalized by the Securities Exchange Commission, one positive step forward was the SEC’s 4-1 vote July 10, 2013, in favor of implementing the section of the JOBS Act that lifts the ban on general solicitation and general advertising. The final rule approved by the SEC also included new rulemakings to Rule 506 (solicitation of accredited investors). The rulemaking will require investments to be limited to accredited investors worth more than $1 million liquid net worth and fundraisers to take reasonable steps to ensure investors are, in fact, accredited. To help the SEC collect data on how investment will change, fundraisers have to file a Form D with the SEC at least 15 days before they begin general solicitation and amend that Form D to state they are done soliciting within 30 days of completion. ACG will continue to monitor the rulemakings under the JOBS Act specific to Rule 506.

Members of the House Financial Services Committee also are exploring the option of passing additional legislation, a JOBS Act 2.0, as industry stakeholders continue to wait on the SEC to pass finalized rulemakings under the first JOBS Act. Legislation that may be included: • Exempting PE funds from registration under the Dodd-Frank Act (H.R. 1105) • The creation of a simplified system of registration through a public notice filing for small M&A business brokers (H.R. 2274) • Provide increased access to the high-skilled immigration workforce (H.R. 2131) • Guidance to SEC rules on crowdfunding, general solicitation and advertising While a detailed proposal has not been set forth, ACG remains in communication with members of the House Financial Services Committee on priorities for the middle market should a JOBS Act 2.0 package move forward.

With the adoption of the first ACG Public Policy Agenda in March 2013, ACG continues to monitor SEC rulemaking, legislation and issues that could impact the middle market. As policy debates move into the fall, ACG will work to ensure that discussions by policymakers take into account the impact of legislation on the middle market and the role the middle market plays in sustained economic growth. \\

To view the SEC’s fact sheet on this rulemaking, please click here

acg@work chapter news from around the globe Annual ACG Cup Competition Winners Announced ACG is pleased to announce the ACG Cup® winners for the 2012-2013 academic year.

Organized by 27 ACG chapters throughout the United States, the distinguished M&A case study competition attracted 1,526 MBA students from 120 business schools. The competition is designed to give students from leading MBA programs across the country real-world experience and invaluable insights into mergers and acquisitions, investment banking, financial advisory and private equity. Each case study provides students with a unique opportunity to present valuation, capital markets and M&A strategic advice to a panel of seasoned M&A professionals from within the ACG community. The competition is carried out through a series of intra-school and regional competitions, with regional winners awarded the prestigious ACG Cup title and cash awards. This year, a total of $208,900 in student scholarships and awards were distributed to the winners.

Experienced mergers and acquisition professionals judge the competitions and engage business school teams in business analysis, valuation and strategy development.

The intense competitions provide participants with feedback from leading substantive experts and link the next generation of top-tier business-school talent with potential M&A employers.

“ACG remains committed to fostering and mentoring those pursuing MBAs to begin or further their careers in the middle-market and finance industries,” says Gary A. LaBranche, FASAE, CAE, ACG president and CEO. “Since 2004, the ACG Cup continues to recruit top talent from acclaimed business schools across the country and award these scholarships to the deserving winners. These participants represent the next generation of top professionals in the field, and we couldn’t be happier with the residual effects it has for the middle market and growth of our industry.”

Congratulations to the ACG Cup 2013 winning schools and teams.

acg@work chapter news from around the globe Make Your Mark Share Your Growth Story Middle Market Growth is currently accepting ideas for cover stories. If you are part of a company or know of a company that was positively affected by privatebacked capital, added jobs to the community and contributed to economic growth, please share your story with our editor for consideration. Please share a synopsis of your story in 250 words or less with Editor-in-Chief Kristin Gomez.

Edmonton & Calgary Economic Drivers: ACG Edmonton Network & ACG Calgary Tour Oil Sands Facility This spring, the ACG Edmonton Network & ACG Calgary took a

Share Recent Chapter News Middle Market Growth wants to highlight ACG chapter events, deal making and other news coming from the local chapter level. Please share your news in 250 words or less along with a hires color photo (300 dpi or above) if available to Editor-in-Chief Kristin Gomez.

joint trip to Fort McMurray to experience firsthand one of Alberta’s key economic drivers—the oil sands. ACG members were treated to a seat on a Canadair CRJ 200 private charter jet to Fort McMurray and given an aerial tour of the Syncrude mine site and a bus tour of the Suncor mine site. A luncheon followed with representatives from Economic Development Wood Buffalo Region and from Athabashca Chipewyan First Nations.

The aerial tour added value to the trip as it provided an excellent opportunity for the members on the plane to understand the size and scope of the operations currently under way. After landing in Fort McMurray, ground transportation took the group to Suncor’s Main Site, where they toured Suncor’s main plants: the desulfurization

Be sure to check out the October issue of Middle Market Growth.

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unit, extractor and the upgrader. They then made a quick stop at the North Steepbank Mine to see heavy haulers in action and a view of a cross section of the active mine.

ACG Edmonton Network and ACG Calgary are grateful to Suncor Energy and the Oil Sands Developers Group for their generosity in providing access to the Suncor site and for providing an opportunity to gain a firsthand understanding of the scale of this resource, as well as the activities and techniques involved in oil sands extraction and processing.

acg@work chapter news from around the globe San Francisco ACG San Francisco Inaugural CSR Forum a Success In 2006, ACG San Francisco launched its

doing in the community and meet people

Corporate Social Responsibility (CSR) ini-

who can help us accomplish our mission

tiative with the mission to connect mem-

of creating jobs in California,” says Beth

bers with nonprofit organizations, educate

Sirull, CEO of Pacific Community Ven-

them about social responsibility, and create

tures. “These interactions with the ACG

additional membership value through phil-

network are so beneficial to our organiza-

anthropic opportunities.

tion because they connect us with individ-

Through the years, many of our members have wanted to give back to their communities but weren’t sure how to get start-

uals who want to get involved and organizations who want to support our work.”

Our CSR event would not have been a

ed. To facilitate new connections, ACG

success without the generous support of

SF held its Inaugural CSR Forum at The

our corporate sponsors. Not only are our

Bechtel Center in April 2013. Members and

sponsors actively participating in the com-

nonmembers could meet with our four SF

munity through their own foundations,

Bay Area social entrepreneurship commu-

CSR programs and employee volunteer

nity partners, InnerCity Advisors, Pacific

programs, but they are closely aligned with

Community Ventures, REDF and Tipping

our ACG San Francisco CSR mission.

Point Community, as well as the area entrepreneurs they support.

This memorable event was hosted by

ACG San Francisco is proud our CSR initiative is having a meaningful impact on the success of our community partners.

Phil Estes, managing member of Horizon

They are gaining new advocates and visibil-

Holdings and former president of ACG San

ity in the community, and our experienced

Francisco. Each of our community part-

and successful ACG members are enhanc-

ners shared their experience and perspec-

ing the ability of our partners to deliver

tive on the social impact mission of job cre-

services to more people.

ation in inner-city and other low-income

mendously valuable to furthering the ICA

networking session where attendees could

mission in the form recruiting of pro-bono

talk with our community partners about

financial and strategic advisers as well as

specific volunteer opportunities to serve

strengthening the visibility of our organi-

as board directors, business advisers and

zation,” says Nina Robinson, portfolio man-

other pro bono activities with the portfolio

ager, InnerCity Advisors. “We are honored

companies they support.

to be a CSR ACG partner organization.” \\

event in April was a great opportunity to spread the word about the work that we’re

Beth Sirull CEO of Pacific Community Ventures

“The ACG partnership has been tre-

communities. Following was a lengthy

“Our participation in the ACG CSR

“Our participation in the ACG CSR event in April was a great opportunity to spread the word about the work that we’re doing in the community and meet people who can help us accomplish our mission of creating jobs in California.”

—Theresa A. Matacia, CFA and chair, Corporate Social Responsibility ACG San Francisco

Learn more about ACG San Francisco

acg@work chapter news from around the globe Los Angeles/Cleveland/Seattle Acg Awards Grants To Support Chapter Innovation Three ACG chapters will receive more than $18,000 to support continuing innovation through ACG’s Chapter Innovation Fund (CIF). The goal of the CIF is to spur innovation, spark creativity and strengthen capacity to benefit all members of ACG. “It is exciting to see the spirit of innovation among ACG chapters,” says Charles J. Morton, Jr., partner, Venable LLP, and immediate past chairman of the ACG board of directors. “CIF grants help to foster and accelerate cutting-edge ideas and creative projects that may not have otherwise had a chance to come to fruition.”

Since its inception in March 2012, ACG Global has awarded more than $67,000 in grants via the CIF to support new chapter-based initiatives. Eligible programs include, but are not limited to, initiatives in education, networking, technology, membership development, global connections and facilitation of business relationships between members. Priority will be given to programs that reinforce and support the current ACG Strategic Plan. ACG Cleveland, ACG Los Angeles and ACG Seattle were selected for specific program proposals that will add value to the ACG membership experience. In accepting the CIF grants, the chapters agree to launch prototype programs and subsequently share the outcomes with all other chapters for possible replication throughout ACG. The winning submissions include:

ACG Los Angeles – e-Troika

ACG Cleveland & ACG Seattle – Y20

Understanding the challenge of coordinat-

A joint entry between the Cleveland and

ing face-to-face meetings, e-Troika would

Seattle chapters, the Y20 program is de-

connect ACG Los Angeles members via

signed to attract and engage young ACG

45-minute teleconference calls with the goal

members with the goal of building a

of matching members from different busi-

strong membership base of young profes-

nesses to foster more targeted networking

sionals under the age of 35. Connecting

opportunities. Enhancing relationship-

with young professionals fully supports

building for members is a key opportunity

ACG’s growth strategy and Y20 allows

that supports ACG’s strategic plan. With

members to see the benefits of member-

the development of e-Troika, the program

ship early on and develop ACG leaders in

supports an inventive means for members

the years to come.

to maximize this benefit.

To learn more, please contact Leslie Whittet, CAE, ACG vice president, chapter operations

From 1995–2010, private capital-backed companies in Michigan grew jobs by

72.3%

Private capital helps middle-market companies grow. See how. www.GrowthEconomy.org

Š 2013 Association for Corporate Growth. All Rights Reserved.

the portfolio insight from the experts

sound decisions mid-market trends

by the numbers public policy

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Growth Outlook, Intangible Asset Values, Health Care Exits, IPO Trends, SEC Rules IN THIS ISSUE sound decisions McGladrey survey finds optimism among PE firms about their portfolios and the overall economy.

mid-market trends • PE firms are adjusting to the new U.S. health care market, as evidenced by the increase in exit volume.

by the numbers Intangible assets play a key role in evaluating a target company. How can you be sure they are reliably quantified?

Public Policy SEC seeks comments on new rules that could restrict advertising by fund advisers.

• BDO report projects increased IPO activity through 2013.

COMING SOON Check out the Portfolio section of the October issue for more on the latest middle-market trends, written exclusively by our team of expert ACG Partners. To learn more about contributing to this section, please contact Meredith Rollins, (312) 957-4260 or Ellen Moore, (312) 957-4274.

These articles are brought to you by ACG’s Global Partners.

the portfolio SOUND DECISIONS // Don A. Lipari, CPA and National Private Equity Leader, McGladrey

sound decisions

by the numbers

mid-market trends

public policy

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PE Firms Optimistic about Growth

M

cGladrey’s 2013 Private Equity Survey finds private equity firms in a state of growth and considerable optimism. The results indicate that firms are increasingly optimistic about their own circumstances and the growth of their portfolios, but remain cautiously optimistic about the economic conditions around them.

Annual survey reveals confidence in portfolios & economy

This assessment is based on findings of

applications for critical functions, such as

an annual survey of more than 125 private

finance, accounting, sales and operations.

equity executives who lead firms investing

A lack of quality IT personnel and inad-

in the middle market. McGladrey teamed

equate infrastructure support also become

with SourceMedia this past spring to con-

apparent post-sale. Alone, each of these

duct the independent, third-party survey.

deficiencies can delay a private equity

More than 75 percent of respondents

firm’s ability to execute its plan or result

were optimistic about the overall growth

in a substantial capital outlay. Together,

prospects for their portfolio companies

they can cripple an investment. In most

over the next 12 months, and nearly two-

cases, private equity firms should include

thirds reported growth among their port-

IT in not only the due diligence phase of

folio companies compared with the same

acquisitions, but also in reviewing existing

time as the previous year. Seventy percent

investments to determine appropriate add-

were positive about the outlook of the do-

ons, carve-outs and exits.

mestic economy and nearly half about the world economy.

The survey also focused on several key

Add-On Acquisitions: As private equity firms try to bolster their portfolio compa-

operational areas that could potentially de-

nies, many are engaging in add-on acquisi-

rail successful activity if they are not prop-

tions. Some, however, find they can jeopar-

erly assessed and mitigated, including:

dize potential increased value because of issues encountered during integration. To

IT: Despite IT’s higher profile in most

ease the add-on acquisition process, survey

organizations, private equity firms often

respondents said they concentrate on strat-

find IT deficiencies in acquisitions. For

egy and general tactics for achieving inte-

instance, they uncover outdated business

gration targets. They also install an active

the portfolio SOUND DECISIONS // Don A. Lipari, CPA and National Private Equity Leader, McGladrey

sound decisions mid-market trends

by the numbers public policy

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Don A. Lipari

integration leader and established team,

Tax Exposure: From 2013 onward, tax ex-

and include specific dollar targets and

posure is expected to have a greater impact

clear assignments, as well as specific inte-

on private equity deals than in previous

gration tactics. The goal is to find revenue

years. Of the acquisitions they will con-

synergies, as well as uncover redundancies

sider, private equity firms rank federal

in back-office functions.

and state income tax exposure of primary importance, compared to 2012’s top answer

Performance Improvement Plans: Perfor-

of a step-up in tax basis. They also will

mance improvement plans, while mission

assess the deal’s impact on asset transfer

critical for all businesses, are another

taxes, utilization of net operating loss car-

function that can get relegated to lower

ryforwards, sales and use tax exposure,

priority in the early days of an acquisi-

deductibility of transaction costs, and de-

tion. Companies without performance im-

ductibility of interest expense. Since many

provement plans quickly go adrift of their

acquisitions now have a global aspect to

objectives and are likely to drain money

them, international tax exposure is among

from investors. Most survey respondents

the respondents’ concerns. //

said they set both a 100-day and a 12- to 36-month performance improvement plan

Don A. Lipari, CPA, is McGladrey’s

for their portfolio companies. For many,

National Leader of Private Equity Services and

the company management team leads the

the office managing partner of McGladrey’s

performance improvement plan. Others

New York office. His expertise spans more

hand this task over to a deal team member

than 20 years, bringing a diverse array of

or a fund-level operating executive/func-

financial-sector experience including financial

tional specialist.

advisement to private equity groups.

Download the full report

the portfolio by the numbers // Matthew Morris, Partner of RGL Forensics and Managing Director of the firm’s broker-dealer, RGL Advisors, LLC

sound decisions mid-market trends

by the numbers public policy

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Practical Implications of Intangible Asset Valuation

W

hen preparing a company for sale or evaluating a target company, it’s imperative to understand the role intangible assets play. To examine the importance of intangible assets to middle-market companies, we analyzed data from the Russell Microcap Index, which measures the performance of the “microcap” segment of the U.S. equity market.

A company’s value is determined not only by the fixed and financial assets, like real estate inventory and cash, but also by its

Intangible Assets % Market Value of Total Assets (by Industry*)

5856+ 52+ 96+ 90+ 40+ 54+ 86+ 48+

Careful diligence early in a transaction can ward off problems later

intangible assets. In fact, these assets in-

Basic Materials

29%

creasingly comprise the greatest portion

Communications

28%

of a company’s value and often have sig-

Consumer, Cyclical

nificant transaction implications. Intangible assets include a company’s brand, customer relationships, economic goodwill established within the community, an assembled and trained workforce and, of course, intellectual property like patents, trade secrets, copyrights and trademarks.

As shown in the figure to the right, intan-

26%

48%

Consumer, Non-cyclical

45%

Diversified

Energy Industrial

20%

27%

43%

Technology Utilities

24%

gibles are the single largest asset class

Source: Bloomberg * 998 companies evaluated

examined, comprising more than one-third

answers. Because of their inherent nature

of lower and middle market valuations.

as being intangible, not every corporate fi-

While there was obvious variation among

nance professional can reliably quantify or

the industry groups examined. intangible

value these assets. They must possess a lev-

asset values were prominent across all

el of comfort with valuation methodology,

major market sectors.

as well as intuition, experience, judgment

Valuing these assets can be a complex undertaking where there are few clear

and an understanding of economic, market and industry trends. A viable valuation will

the portfolio by the numbers // Matthew Morris, Partner of RGL Forensics and Managing Director of the firm’s broker-dealer, RGL Advisors, LLC

sound decisions mid-market trends

by the numbers public policy

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Matthew Morris

help illuminate any interdependence of as-

that encourage unintended behaviors or

sets within a target company and how each

alter employee retention. Customer data,

contributes to enterprise value. The mag-

employee incentives, and competition are

nitude of this interdependence can greatly

factors that are taken into account in any

influence the scalability and sustainability

thorough valuation of a company’s

of a business, which in turn may impact

intangible assets.

post-acquisition strategy or integration.

A multidisciplinary approach can re-

In order to reliably value intangible

veal big-picture issues and increase the

assets and their implications for a busi-

likelihood of a successful deal outcome.

ness, it is essential to use a holistic, multi­

Acquirers who recognize this dynamic

disciplinary valuation approach. Of the

benefit by engaging in the valuation pro-

mergers and acquisitions that result in

cess earlier and by understanding and

poor outcomes, many do so as a result of

evaluating the assumptions on which the

focusing on granular detail without consid-

analyses are based. Successfully doing so

ering broader implications. There can be

can turn a comprehensive purchase price

unusual circumstances, often involving a

allocation into a strategically important

target’s intangible assets, which can cause

piece of the M&A puzzle. //

the ultimate acquisition to fall short of expectations or even fail.

Matthew Morris, partner of RGL Forensics

The diligence required to value intangi-

and managing director of the firm’s broker-

ble assets often reveals issues that have the

dealer, RGL Advisors, LLC, is a veteran in-

potential to cause problems in the subject

vestment banker with 15 years of experience

transaction or later in the integration pro-

advising corporate clients and shareholders

cess. Some of these issues may include an

in transactions. He has advised on more than

unsustainable customer base due to poor

two dozen transactions with an aggregate

service practices or incentive structures

value in excess of $2 billion.

the portfolio Mid-Market Trends // Sedic Ampanas, Director, Grant Thornton Transaction Advisory Services

sound decisions mid-market trends

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Opportunities Abound Deal Volume in Health Care Picks Up

P

rivate equity firms that invest in health care are either getting used to working in an uncertain environment or feeling a little more secure about the marketplace since the Supreme Court upheld the Patient Protection and Affordable Care Act (ACA) in June 2012. Look no further than the increase in exit volume for proof.

Private equity firms adapt to Affordable Care Act environment

In 2012, private equity firms slowly started

tors are feeling more positive about mac-

their exits. In fact, exit activity had been

roeconomic conditions, which make firms

on a steady downward trajectory from

feel more positive about exiting portfolio

the third quarter of 2011 until halfway

companies, and this includes the health

through 2012. However, after the ACA was

care sector.”

upheld in June, exit activity in the health

As private equity firms get more com-

care sector increased in both the third and

fortable, they will continue to look for exit

fourth quarters.

opportunities because they need liquidity.

In the fourth quarter alone, there

The median holding period for health care

were 20 exits—the highest number in the

portfolio companies is now longer than five

health care industry since the third quar-

years, just about a year longer than hold

ter of 2011.

periods in any other industries. Showing a

“The details of ACA and how it will

strong appetite for health care companies

be implemented still haven’t been worked

just four years ago, private equity firms

out,” says Anne McGeorge, national man-

acquired approximately five companies

aging partner of Grant Thornton LLP’s

for every one sold. This ratio decreased

Health Care practice. “But there has

only slightly to four health care companies

been some clarity. Private equity firms

bought for every one sold throughout the

are quickly learning that if they want

following three years ending in 2012. Until

to continue to operate in the health care

the number of exits begins to outpace the

space, they have to get comfortable making

number of new investments, the median

investments in an uncertain regulatory

holding period for health care portfolio

environment. Generally speaking, inves-

companies can only be expected to increase.

the portfolio Mid-Market Trends // Sedic Ampanas, Director, Grant Thornton Transaction Advisory Services

sound decisions mid-market trends

by the numbers public policy

tap buttons to navigate columns “There is no question there will be

Sedic Ampanas

In terms of investing, there has been

more exits. The question now becomes

activity in just about every subsector of

who will be buying,” says Carlos Ferreira,

the industry. During the first quarter of

a partner in Grant Thornton’s Transaction

2013 alone, 133 health care companies were

Advisory Services group. “Typically, cor-

bought by private equity firms. For exam-

porations are the buyers of these compa-

ple, in April, RoundTable Healthcare Part-

nies. That shouldn’t change, as corporates

ners bought Angiotech, a biopsy device

look to gain market share in an increas-

company, for $363 million. It is an add-on

ingly competitive environment. However,

to its portfolio company Argon Medical

because of all the innovative technology

Devices. Additionally, Harvest Partners

being developed in the health care space,

bought AxelaCare Health Solutions, a

private equity firms are participating

provider of intravenous therapies, while

more as buyers.”

Water Street Healthcare Partners bought

Indeed, while corporations have historically been the biggest buyers of private equity-backed portfolio companies, private

SYNARC, a medical imaging company, during the same month.

“There are deals out there. It’s hard to

equity firms are increasingly stepping up

say that one area is hotter than the next

as buyers. Approximately 42 percent of

because they are all receiving attention

portfolio companies exited in 2012 were

from private equity firms and strategics,”

sold to private equity firms, an increase of

says Claudine Cohen, a Grant Thornton

9 percent over 2011. For example, Welsh,

Transaction Advisory Services partner

Carson, Anderson & Stowe bought GetWell-

who specializes in health care transac-

Network, Inc., a provider of patient care

tions. “However, health care companies

solutions, from Long River Ventures, while

with a technology component are in-

Bay Bridge Capital Partners bought Plum

creasingly popular. This level of interest

Healthcare Group, a portfolio of 50 nursing

should continue.”

facilities, from GI Partners.

What the private equity health care

While all subsectors are garnering attention, health care technology systems are

industry continues to lack however are IPO

indeed a recent standout. There has been

offerings. There has not been a single IPO

significant investment in technologies to

offering for a private equity-backed health

automate and streamline processes in order

care company since 2011.

to enhance efficiency and reduce costs to

the portfolio Mid-Market Trends // Sedic Ampanas, Director, Grant Thornton Transaction Advisory Services

sound decisions

by the numbers

mid-market trends

public policy

tap buttons to navigate columns

108+ 16+ 30+ 28+ 18+ 22+ 58+ 32+ 28+ 40+ 32+ 30+ 24+ 34+ 40+

Health care exit count by quarter Click here to view more data from PitchBook

Number of Exits 35 30 25 20 15 10 5 0

5 4 8 15 Q1 Q2 Q3 Q4

2009

14 9 11 29 16 14 20 16 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2010 2011

15 12 17 20 Q1 Q2 Q3 Q4 2012

Source: PitchBook

the health care system. There were 15 such

companies in the health care space that

deals during the first quarter of 2013, in-

are facing uncertainty,” says Rob Wolfson,

cluding Riverside Partners’ January 2013

managing director of H.I.G. Capital, which

investment in Stinger Medical, a mobile

invests across the health care service

workstation manufacturer, and Arsenal

continuum. “We are actively looking for

Capital Partners’ investment in TractMan-

and finding unique niche leaders that help

ager, a provider of technology-enabled com-

lower costs and/or improve care quality.

pliance and business process improvement

Being focused on the middle market helps

for health care organizations.

as the universe of companies is larger

Today there is a clear shift in power, as more middle-market private equity firms

than larger companies where mega funds are focused.”

are completing deals than larger private equity firms. In the United States, funds

Sedic Ampanas is a director in Grant

with less than $1.5 billion accounted for 71

Thornton LLP’s Transaction Advisory Services

percent of the investment activity in 2012,

group. He has more than 14 years of experi-

compared with 56 percent the year before,

ence advising private equity groups and stra-

according to Dealogic.

tegic buyers in the United States and abroad

“Uncertainty often creates opportunity, and there are a lot of middle-market

on acquisitions and divestitures across wide range of industries. //

the portfolio mid-market trends // Lee Graul, Brian Eccleston, Wendy Hambleton and Lee Duran, BDO

sound decisions mid-market trends

by the numbers public policy

tap buttons to navigate columns

BDO IPO Halftime Report: IPO Activity Projected to Continue Increasing in 2013

D

Best U.S. IPO market since 2007

riven by an extremely active second quarter, which featured 61 offerings, the U.S. IPO market is up 26 percent from last year and is off to its best year since 2007. Proceeds on U.S. exchanges are actually down from the first six months of 2012, but this is an anomaly of last year’s $16 billion Facebook IPO, which generated 56 percent of last year’s first half proceeds. If Facebook is excluded from last year’s figures, U.S. proceeds are actually up 66 percent from 2012.* According to the 2013 BDO IPO Halftime

improved (42%) or low interest rates in-

Report survey, close to two-thirds (64%) of

creasing investor demand for higher yield-

capital markets executives at leading invest-

ing assets (33%). Other drivers cited were

ment banks anticipate U.S. IPO activity will

the positive performance of early IPOs

increase further in the second half of 2013,

encouraging more businesses to make offer-

compared to less than a third (30%) who

ings (12%), and private equity (PE) and ven-

believe activity will remain flat with the

ture capital (VC) firms needing to reduce

first half of the year and just 6 percent who

debt and deliver returns to clients (12%).

are predicting a decrease in deals. Overall,

Excluding last year’s Facebook IPO, the

capital market executives are predicting a

average IPO on U.S. exchanges is slightly

7.7 percent increase in the number of U.S.

larger in 2013. Most bankers attribute the

IPOs during the second half of the year.

increase to larger deals being churned out

They anticipate these offerings will average

by PE firms in 2013 (59%). A smaller num-

$265 million in size, which projects to more

ber of bankers attribute the increased size

than $46 billion in total IPO proceeds on

to stable financials at established indus-

U.S. exchanges in 2013.

trial companies (26%) and spinoffs from

When asked to identify the key drivers behind increased U.S. IPO activity during

mature businesses (15%).

When asked what will be the greatest

the first half of 2013, most investment

source of IPOs in the second half of the

bankers cite either previously postponed of-

year, most capital market executives cite

ferings that moved forward as the economy

either private equity (42%) or venture

the portfolio mid-market trends // Lee Graul, Brian Eccleston, Wendy Hambleton and Lee Duran, BDO

sound decisions mid-market trends

by the numbers public policy

tap buttons to navigate columns capital (27%) portfolios. Spinoffs and

The BDO IPO Halftime Report is a national

divestitures (16%) and owner-managed,

telephone survey conducted by Market

privately-held businesses (15%) are the

Measurement, Inc., an independent market

other sources identified by the bankers.

research consulting firm, on behalf of the Capital Markets Practice of BDO USA. Executive

Lee Graul

Brian Eccleston

Industry Forecast. Thus far in 2013, the fi-

interviewers spoke directly to 101 capital mar-

nancial sector has led all industries in U.S.

kets executives at leading investment banks

IPOs, followed by health care and technol-

regarding the market for initial public offerings

ogy. Moving forward, three-quarters (75%)

in the United States during the second half of

of investment bankers predict more tech

the year. The survey was conducted within a

offerings during the second half of the

scientifically-developed, pure random sample

year and a similar proportion (72%) fore-

of the nation’s leading investment banks. //

cast an increase in IPOs from the energy

Wendy Hambleton

sector. Health care (68 percent), real estate

About BDO USA

(59%) and biotech (53%) are the other ver-

BDO is the brand name for BDO USA, LLP, a

ticals where increases in deals are expect-

U.S. professional services firm providing as-

ed during the remainder of the year.

surance, tax, financial advisory and consulting services to a wide range of publicly traded

Threats. Global political and financial

and privately held companies.

instability (64%) is, by far, the most often

Lee Duran

Reference *Renaissance Capital is the source of all historical data related to number and size of U.S. IPOs.

cited threat to the U.S. IPO market in the

Lee Graul, Partner in the Capital Markets

second half of the year. Constrained bank

practice at BDO; Brian Eccleston, Partner

lending (18%), the sequester and related

in the Capital Markets practice of BDO;

government spending cuts (9%), and con-

Wendy Hambleton, Partner in the Capital

tinued high unemployment (9%) were the

Markets practice at BDO; Lee Duran, Partner

other threats mentioned.

and Private Equity practice leader at BDO.

the portfolio Public Policy // Scott E. Gluck, Esq., Venable LLP

sound decisions mid-market trends

by the numbers public policy

tap buttons to navigate columns

SEC Lifts Ban on General Solicitations— Then Proposes Regulations

M

Agency seeking comments from the public on new rules

any of you are aware that on July 10, the Securities and Exchange Commission (SEC) voted to lift the ban on general solicitations or general advertising, as required under the 2012 JOBS Act. What is less known is that at the same meeting, the SEC also approved, by a 3-2 vote, new regulations that could place significant restrictions on the ability of fund advisers to exercise their new ability to advertise.

The proposed new rules include:

Pre- and Post-Solicitation Form D Filings.

Temporary Submission of General

Fund advisers seeking to do a Rule 506(c)

Solicitation Materials. For approximately

general solicitation would be required to

two years after enactment, issuers who

file a Form D no later than 15 calendar

perform a general solicitation would be

days in advance of the first use of a gen-

required to submit their solicitation ma-

eral solicitation. They would also need

terials to the SEC no later than the date

to file another Form D within 30 days of

they are first used by the issuer. Submis-

terminating an offering.

sion would be via a submissions page on

Legends. Written general solicitation materials used in Rule 506(c) offerings would

the SEC website, and the materials would not be made available to the public.

be required to include legends and other

Enhanced Disclosure Under Form D.

disclosures. In addition, private funds

Several new categories of information

would be required to include a legend dis-

would be added to the Form D, and cur-

closing that the securities being offered

rent items would be amended in order to

are not subject to the protections of the

provide investors with more information.

Investment Company Act of 1940.

Penalties. The proposed rule would disqualify an issuer from undertaking a Rule 506 offering for one year if the issuer has not complied with a Form D filing requirement in the past five years.

the portfolio Public Policy // Scott E. Gluck, Esq., Venable LLP

sound decisions mid-market trends

by the numbers public policy

tap buttons to navigate columns

Antifraud. The antifraud provisions of Rule 156 would be amended to apply to the

whether there should be changes to the

sales literature of private funds.

definition of an “accredited investor,�

Concerns About Publicizing Fund PerScott E. Gluck

The SEC also requested comment on

formance and Definition of an Accredited Investor. In addition to the proposed changes, the SEC is concerned funds may distribute misleading and fraudulent information, or the public may get confused by the methodologies used to calculate performance data, whether disclosed investment returns includes fees, etc. Therefore, the SEC requested comments on whether there should be content restrictions on funds that undertake general solicitations. Potential content restrictions could include prohibiting the public disclosure of performance data, requiring the use of standardized performance metrics (the SEC would need to determine what those would be) or requiring that performance data be subject to an independent third party audit.

something of great interest to most middlemarket private equity funds.

The public can comment on these proposed regulations for a period of 60 days from the date they are published in the Federal Register—or until September 23, 2013. Because these proposed regulations could severely undermine the ability of fund advisers to take advantage of their new ability to advertise, it is crucial the middle-market community weigh in with the SEC and make their opinions heard. // Scott E. Gluck is an attorney with Venable LLP. He focuses on private equity, federal government affairs and the regulation of financial entities.

THANK YOU ACG GLOBAL PARTNERS ACG Global thanks the following Partners who play a critical role in supporting ACG’s mission of Driving Middle-Market Growth.SM OFFICIAL SPONSOR OF GROWTHSM PARTNER

GROWTH LEADER PARTNER

GROWTH CHAMPION PARTNER

GROWTH SUPPORTER PARTNER

For information on becoming an ACG Partner, download the ACG Global Partnership Program Prospectus or contact Meredith Rollins, mrollins@acg.org/312-957-4260 or Ellen Moore, emoore@acg.org/312-957-4274. ©2013 Association for Corporate Growth. All Rights Reserved.

the ladder ACG MEMBERS ON THE MOVE Margaret Rosenfeld of ACG

Justine Mannering of ACG

Raleigh Durham was ranked by

New York was promoted to

Chambers USA (one of the lead-

managing director by Business

ing ranking agencies for law firms

Development Asia LLC, a leader

and lawyers) in the area of Cor-

in cross-border investment

porate/Mergers & Acquisitions.

Justine Mannering

banking in Asia.

Michael Becker, Michael

Taylor Whitman of ACG New

Painter, Alex Bean of ACG

York was promoted to director

Raleigh Durham and Plexus

by Business Development Asia

Capital were named the SBA’s

LLC, a leader in cross-border

SBIC of the Year.

investment banking in Asia.

Taylor Whitman

Randy Phillips

Randy Phillips of ACG National

Brad Purefoy of ACG Dallas/

Capital was appointed to the po-

Fort Worth recently joined BKD’s

sition of senior vice president of

Corporate Finance practice in

corporate development and chief

BKD’s Dallas office. He will lead

strategy officer of TASC, Inc.

BKD Corporate Finance’s invest-

Phillips will lead the development

Brad Purefoy

ment banking practice.

of TASC’s corporate strategy.

Daniel H. Bauer of ACG Atlanta Mark D. Schroeder of ACG

and CFO for CardioMEMS was

Cleveland joined First Capital

honored with a CFO of the Year

as vice president in the Asset-

Award by the Atlanta Business

Based Lending Central Region.

Chronicle.

Daniel H. Bauer

Mark D. Schroeder

Karin M. Kovacic

Kevin Yamashita of ACG New Karin M. Kovacic of ACG

York and partner at Bertram

Connecticut was hired as vice

Capital was recognized at the

president at BNY Mellon-Alcen-

third annual ACG New York

tra Mezzanine Partners to focus

Champions Awards as the 2013

on business development

“Dealmaker of the Year.”

and origination.

To submit your promotions, job changes and other accomplishments, please send information and a color headshot to Editor-in-Chief Kristin Gomez.

it’s the small things THE COST OF GETTING TO CLASS // Back to School 2013

1

6

2

BAD IN-TUITION // According to the U.S. Department of Education, total tuition, room and board for full-time undergraduate students in degree-granting institutions have increased 496 percent in the last 30 years—from $3,101 in the 1980-81 academic year to $18,497 in 2010-11.

Second only to the holiday season, back-to-school shopping is an important part of the U.S. retail industry calendar and produces a significant portion of annual sales for many major retail chains.

3 Rise in Private Tutoring //

CLOSING THE BOOK ON EDUCATION //

McGraw-Hill, long known for its educational publishing, officially divested itself of the education industry in March to focus on the financial world. Now called McGraw-Hill Financial, the company used the $2.4 billion in proceeds from Apollo Global Management LLC to fund stock buyback, make acquisitions and pay off debt.

A recent study by market research firm Global Industry Analysts, Inc. found the global private tutoring market is projected to surpass $102.8 billion by 2018.

5

BACK-TO-SCHOOL RULES //

MAJOR DECISION //

Business as a college major is no longer leading the pack as one of the top graduating salaries. In fact, 9 of 10 degrees featured in Forbes as high-earning graduate salaries were in technology, with computer science majors earning $70,400 upon graduation.

4

E-BOOK SALES STILL E-MAZING // The Association of American Publishers reports e-book revenue for some of the biggest categories grew by 41 percent in 2012, down from the growth rate of a little more than 100 percent from 2010 to 2011.

E-books now account for 23 percent of trade publishing revenues.

The Leadership acg directors ACG Board of Directors //

Chapter Representative Directors //

Directors At Large //

Chairman Pamela Hendrickson* The Riverside Company ACG New York Term expires 8/31/2014

Bradford Adams* TM Capital ACG Boston Term expires 8/31/2015

Greg Cinnamon Kilpatrick Townsend & Stockton LLP ACG Atlanta Term expires 8/31/2016

Robert Burns Lazard Middle Market, LLC ACG Minnesota Term expires 8/31/2014

Mike Ehlert Capital One Leverage Finance Corp.

ACG Houston Term expires 8/31/2015

J.B. Dollison* Crutchfield Capital Corporation ACG Houston Term expires 8/31/2014

Brian Gilbreath Merrill Corporation ACG Nebraska Term expires 8/31/2015

Roy Graham Corporate Finance Associates ACG Central Texas Term expires 8/31/2015

Ramsey Goodrich Carter Morse & Mathias ACG Connecticut Term expires 8/31/2016

W. Braun Jones III Outcome Capital LLC ACG National Capital Term expires 8/31/2014

Angie MacPhee RGL Forensics ACG Denver Term expires 8/31/2016

Patricia King Bank of America Merrill Lynch ACG Tennessee Term expires 8/31/2015

Frank Mack Kugman Partners Inc. ACG Chicago Term expires 8/31/2014

Brian Moll Polsinelli Shughart PC ACG Arizona Term expires 8/31/2014

Gretchen Perkins Huron Capital Partners ACG Detroit Term expires 8/31/2016

Robert Napoli* First West Capital ACG Vancouver Term expires 8/31/2015

Durant (Randy) Schwimmer The Carlyle Group ACG New York Term expires 8/31/2014

Steve Peterson Brass Ring Capital, Inc. ACG Wisconsin Term expires 8/31/2015

Tom Washbush Benesch, Friedlander Coplan & Aronoff ACG Columbus Term expires 8/31/2015

Joel Rosenthal Schneider Downs & Co., Inc. ACG Pittsburgh Term expires 8/31/2014

ACG Honorary Directors //

Vice Chairman Doug Tatum Newport Board Group ACG Atlanta Term expires 8/31/2014 President & Chief Executive Officer Gary A. LaBranche, FASAE, CAE* ACG Global Chairman of Finance Stephen Prostor Citi Private Bank ACG New York Term expires 8/31/2014 Secretary Richard Jaffe Duane Morris LLP ACG Philadelphia Term expires 8/31/2014 Chairman of InterGrowth 2013 Ken Berryman CapitalSouth Partners ACG Kentucky Term expires 8/31/2014 Immediate Past Chairman Charles J. Morton, Jr.* Venable LLP ACG Maryland Term expires 8/31/2014

Robert G. Coffey Alan B. Gelband

Hans-Josef Vogel Beiten Burkhardt ACG Germany Term expires 8/31/2015

*denotes member of Executive Committee

ACG Near You acg chapters ACG Chapters ACG 101 Corridor acg.org/101

ACG France acg.org/paris

ACG Portland acg.org/portland

ACG Arizona acg.org/arizona

ACG Germany acg.org/germany

ACG Raleigh Durham acg.org/raleighdurham

ACG Atlanta acg.org/atlanta

ACG Holland acg.org/holland

ACG Richmond acg.org/richmond

ACG Austria acg.org/austria

ACG Houston acg.org/houston

ACG San Diego acg.org/sandiego

ACG Barcelona acg.org/spain

ACG Indiana acg.org/indiana

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ACG Tampa Bay acg.org/tampabay

ACG Chicago acgchicago.com

ACG Minnesota acg.org/minnesota

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ACG China acg.org/china

ACG National Capital acgcapital.org

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