Differentiating Capabilities

No single factor is solely responsible for the success of a transaction. Rather, success is dependent upon exactitude throughout every step in the transaction process.

Senior-level Attention

We engage in only a select number of transactions at a given time. As a result, each deal is led by a Managing Director and supported by other Managing Directors, Vice Presidents, Associates, and the resources of the entire firm. From preparation through due diligence, a seasoned Managing Director is always working to ensure that each transaction progresses smoothly towards conclusion.

Customized Deal Process

We create a customized deal process for each sell-side, buy-side, or private market financing transaction. On the sell-side, a transaction often represents the culmination and monetization of years of sweat equity. On the buy-side, an acquisition may represent an opportunity for a company to enter new markets or enhance its competitive position. No matter the motivating factor, we take extreme pride in the outcome of all of our assignments and customize a marketing campaign based on the goals and objectives shared with us by our clients.

Professional Marketing Materials

For sell-side transactions, we possess a sharpened focus on those factors that promote synergies and favor the accomplishment of a strategic acquisition or investment. Our team will transform this knowledge into marketing literature that credibly, legitimately and powerfully communicates our client’s story and captures the interest of a buyer, lender, or investor.

Market Access

Normal day-to-day activity puts us in constant communication with a large universe of domestic and foreign corporations, lenders, venture capitalists, and private equity groups. A network of thousands of corporate personnel (CEO's, CFO's, and Corporate Development Officers) and professional service providers (lawyers, accountants, bankers, and investors) provides us with the necessary real-time market intelligence to deliver maximum value-added service to our clients. Our long-standing relationships with these individuals and firms provide us with real-time market data on transaction pricing, industry trends and the most active and aggressive buyers, lenders, or investors. This data is maintained in our proprietary, in-house database which serves as one of many valuable resources for our clients.

Additionally, we subscribe to third party research services that provide us unlimited access to thousands of online databases and directories, periodical subscriptions, and research professionals worldwide. Our philosophy of using the foremost available resources is, and will remain, uncompromising.

Industry Experience: Business Services

Billow Butler professionals have completed over 20 transactions within the Business Services Industry. These transactions have involved various business-to-business companies, including consulting, technology, distribution, and engineering services. Our professionals have knowledge of the key value drivers that affect these companies. We leverage this broad base of knowledge to pursue the optimal strategic alternative for our Business Services clients.

Select Business Services transactions successfully completed by Billow Butler professionals:

Seller	Company Description	Buyer
American Corporate Resources	Electronic publisher of corporate financial and operating information	Navigant Consulting, Inc. (NASDAQ: METZ)
ASAP Software Express, Inc.	Software reseller	Corporate Express, Inc.
Barcodes, Inc.	Distributor of AIDC & RFID equipment	Dixon Midland Company
Boncosky Services, Inc.	Liquid bulk trucking company	Midwest Transportation Company
Brentex Mills, Inc.	Producer of jean pockets	Mount Vernon Mills, Inc.
Coyote Exhibits & Design	Designer and manufacturer of trade show exhibits	MIGG Capital
DMA Int'l, Inc.	Mortgage lead generation company	V12 Group Holdings, Inc.
First Security Investor Reporting	Financial service provider to securitization industry	U.S. Bank
GeoLogistics Air Services, Inc. (sub: GeoLogistics Corp.)	Provider of airfreight forwarding services	FDX Corporation
Hiner Transport, Inc.	Transportation services company	Service First Corporation
Midrange Computer Solutions, Inc.	Data storage management company	Datalink Corporation (NASDAQ: DTLK)
Radio Amateur Callbook	Radio station publishing services.	Strategic Acquirer
RCS	Point-of-sale software developer and marketer	NCR Corp. (NYSE: NCR)
Societe d'Etudes et Installations Industrielles CNUD S.A.	Industrial engineering service for the glass manufacturing industry	BMT, N.V.
Spectrum Medical Leasing	Medical equipment leasing company	ICF Credit Corporation
Tech-Line Automation, Inc.	Provider of design, engineering, and consulting to the industrial automation industry	U.S. Energia
The Johnsson Group	Financial consulting firm	Altran, SA (French Corporation)
The SI Group	Environmental Consulting and Water Utility Maintenance	Apex Companies & Blue Point Capital
Wisconsin Test Drilling	Soil testing services	Boart Longyear Company

Industry Experience: Consumer Products

Billow Butler has advised several branded and private label consumer product and retail companies. We leverage our knowledge of consumer trends and capital market developments to help our middle market Consumer Product and Retail Industry clients achieve their corporate objectives.

Select Consumer Products and Retail transactions successfully completed by Billow Butler professionals:

 

Seller	Company Description	Buyer
A.D. Clark, Inc.	Drug store chain retailer	American Stores Company
Central Michigan Lumber Co. (Industrial Capital Group)	Operator of lumber yards in Michigan	Wolohan Lumber Company
Chaffin Industries	Retail consumer products	Private equity group
Kifco, Inc. (Owned by Prairie Capital)	Provider of branded irrigation sprinklers for municipal and ag markets	Owl Creek Capital Partners
Murphy Cap & Gown, Inc.	Manufactures and rents academic apparel, clerical robes, etc.	Herff Jones, Inc.
Park Corporation (Private Label Detergent Division)	Manufacturer of private label detergents	Strategic acquirer
Shadow Cruiser, Inc.	Manufacturer of recreational vehicles.	Taconic Capital Group
Star Finishing Products	Manufactures and distributes wood touch-up and repair products and industrial wood finishes	RPM, Inc. (NYSE: RPM)
Stiffel Lamp Co.	Manufacturer of household and commercial lamps, light fixtures and lighting equipment	Main Street Capital
Tabacalera El Credito	Producer of La Gloria Cubana branded premium cigars	Swedish Match AB
Wondermaid, Inc.	Designs and manufactures women's daywear products, including full and half slips, teddies and bodysuits	Lady Ester Lingerie, Inc.

Industry Experience: Food and Drink

Billow Butler professionals have worked extensively in the Food and Drink Industry and bring a wealth of knowledge to its clients. Our understanding of the Food and Drink competitive landscape, industry trends, value drivers, and capital markets makes us qualified to advise middle-market companies in the industry.

Select Food and Drink transactions successfully completed by Billow Butler professionals:

 

Seller	Company Description	Buyer
Affy Tapple	Produce and market carmel and chocolate covered apples	Bridge Street Capital (preferred equity investment)
Coca-Cola Bottling Company (Vancouver, B.C.)	Bottler and distributor of Coca-Cola	Beatrice Foods
Coca-Cola Bottling Company (Yuma, Arizona)	Bottler and distributor of Coca-Cola	Beatrice Foods
Doumak	Produce private-label marshmellows	Confidential
Lawry's Meats	Processor of meat snack products	Peter Eckrich & Sons
Meadowland Dairies	Producer of dairy products	Vegas Dairy Products
The Bun Basket	Institutional baker of bread products serving large retail chains	Wind Point Partners III, L.P.

Industry Experience: Industrial Manufacturing

Billow Butler’s Industrial Manufacturing experience includes over 30 completed transactions for companies in a broad range of subsectors. These transactions have involved precision machining companies, tool and die shops, capital equipment manufacturers, and numerous other niche manufacturers of industrial components and parts. Our professionals understand the trends affecting all types of middle-market manufacturers. We have leveraged this knowledge to achieve the goals and maximize the value to our clients.

Select Industrial Manufacturing transactions successfully completed by Billow Butler professionals:

Seller Company Description Buyer

Seller	Company Description	Buyer
Acme Industries, Inc.	Manufacturer of precision machined components	Smith Whiley & Company (Mezzanine debt recapitalization)
Actown-Electrocoil, Inc.	Manufacturer of transformers and electric coils	North American Business Development
Arnold Defense and Electronics	Manufactures electronic & armament products	Durable Metals Enterprises
C & M, Inc.	Manufacturer of conveyor systems for corrugated industry	United Dominion Industries.
Controlled Power Corp.	Manufacturer of complete power systems	Myers Power Products
Crain Enterprises, Inc.	Manufacturer of measuring tools and equipment	Trimble Navigation Ltd.
Dowagiac Manufacturing	Manufacturer of industrial valves	Autocam Corporation
Dynamic Corporation	Manufacturer of braking resistors for locomotives	Varlin Corporation
Fort Lock Corporation	Manufacturer of highly-engineered mechanical locks	National Lock
Global Energy Equipment Group	Manufacturer of equipment for gas turbine power plants	Harvest Partners, Inc.
HomeStar Industries	Manufacturer of vinyl coated aluminum siding	Chariot Investors, Inc.
Jackson Hose Industries	Manufacturer and distributor of teflon-coated industrial hoses	Senior Engineering, PLC (London: SNR)
Joliet Equipment	Manufacturer/supplier of electric motors	Argosy Partners & MTN Capital Partners
Kieffer & Co., Inc.	Manufacturer and provider of illuminated signage	Capital for Business
LECTROTHERM, INC.	Manufacturer of equipment for metalcasting, steelmaking & advanced material industries	PARK OHIO
Liquid Control Corporation	Manufacturer of precision liquid dispensing equipment	Graco, Inc. (NYSE:GGG)
Major Custom Cable	Manufacturer of fiber optic and copper cable assemblies	Privately-held company
Marsco Corporation	Manufacturer of specialty glass	Private investment group
Ohio Transformer	Manufactures and services transformers	General Electric
Patriot Sensors & Controls	Manufacturer of position sensing, tank gauging, and aviation sensors	Ametek, Inc.
Piqua Waste Equipment	Manufactures commercial balers and compactors for use in recycling and solid waste reduction	Galbreath Inc.
Precision Governors, Inc.	Manufacturer of electronic governors for industrial engines	Chartwell Holdings.
Rineer Hydraulics	Manufacturer of hydraulic motors	Hagglunds
Star Precision, Inc.	Maker of precision machined components	Richland Gordon & Company
Talema Electronics	Manufacturer of toroidal transformers and electronic componentry	AMVECO Toroidal Power Products
TUTCO	Manufacturer of electric appliance heating elements	Smith Industries, plc.
Vandeventer Manufacturing Co., Inc.	Manufacturer of computer server enclosures, sub racks and chassis	Pentair, Inc. (NYSE: PNR)
Web Tool & Manufacturing	Manufacturer of computer server enclosures, sub racks and chassis	Pentair, Inc. (NYSE: PNR)

Industry Experience: Plastics

Billow Butler has completed many transactions for middle-market plastics companies. Our clients have included injection molders, blow molders, insert molders, thermoformers, extruders, and others for a variety of end markets. It is important for a plastics company to hire an advisor with extensive knowledge of the resin market as well as the trends affecting key end markets for the industry, such as building products, automotive, packaging, medical & pharmaceutical, consumer products, and food & beverage. Billow Butler’s expertise in all of these areas provides a wealth of knowledge to its middle-market plastics company clients.

Select Plastics transactions successfully completed by Billow Butler professionals:

Seller	Company Description	Buyer
Algonquin Automotive	Manufacturer of external automotive accessories	Wells Fargo (Senior debt refinancing)
Ameriduct Worldwide	Manufacturer and distributor of HDPE pipe	Lamson & Sessions (NYSE: LMS)
Concord Plastics Corporation	Custom injection molder of plastic components to the automotive and furniture industries	Wellcore, Inc.
Day's Molding and Machinery	Custom injection molder of plastic components to the medical and furniture industries	Day's Acquisition, L.L.C. (SciTech Holdings)
Freedom Plastics	Custom injection molder of plastic components to the appliance and automotive industries	Western Industries, Inc. (portfolio company of EXOR)
Fremont Plastic Molds, Inc.	Leading maker of large container industrial blow molds	JGT Holdings, Inc.
Kamco Plastics	Custom plastic injection molder and sub-assembly provider	CIMA Plastics Corporation
Mid America Bag, L.L.C.	Manufacturer of plastic liners	CPI Plastics, Ltd.
Mohawk Northern Plastics	Manufacturer of packaging products	Ampac
Privately Held Manufacturer	Manufacturer of high-end recreational products for pre-schools and day care centers	Private investors
Techniplas, Inc.	Custom thermoplastic injection molder to the automotive, heavy truck, fitness, medical and general industrial markets	Albert Trostel (Portfolio company of Everett Smith Group, Ltd.)
Wisconsin Film and Bag	Extrusion of custom polyethylene bags	Banc One Venture Corporation

Industry Experience: Printing

Billow Butler’s extensive Printing Industry experience includes transactions for commercial printers, label manufacturers, paper companies, and others. Our familiarity with the industry, along with our merger and acquisition and capital markets expertise, makes us qualified to advise middle-market Printing Industry companies.

Select Printing transactions successfully completed by Billow Butler professionals:

Seller	Company Description	Buyer
Bertelsmann Services Inc.	International media services company	KNI, Incorporated
COMCO Machinery	Manufacturer of flexographic printing presses	Dover Industries (NYSE: DOV)
Copy-Mor, Inc.	Full-service commercial printer	Consolidated Graphics (NYSE: CGX)
Pioneer Labels	Converter of labels for a variety of end uses	Datamax Corporation
R & S Label	Converter of pressure sensitive labels	Wallace Computer Services (NYSE: WCS)
Stencil Aire	Manufacturer of high-quality, precision laser-cut products	High Street Capital

Industry Experience: Automotive

Having successfully completed nearly 20 transactions in the industry, Billow Butler professionals have intimate knowledge of the issues facing automotive companies today. Our experience is broad and includes advising Tier I and Tier II suppliers, aftermarket manufacturers, and companies in automotive-related sectors. Our clients have utilized numerous production processes, including precision machining, plastic molding, metal stamping, and tool and die production.

Given the unique and rapidly changing competitive dynamics within the automotive industry, having experienced advisors with a track record of success is crucial. Automotive companies today face many challenges, including OEM and Tier I bankruptcies, supplier consolidation, reduced availability of financing, OEM price-downs, and low cost country outsourcing. Billow Butler can leverage its knowledge of these issues as well as its merger and acquisition and financing market expertise to help its automotive clients determine and execute their optimal strategic alternative.

Select Automotive transactions successfully completed by Billow Butler professionals:

Seller	Company Description	Buyer
ASAA, Inc.	Manufacturer of automotive panels and parts	Automotive Industries, Inc.
Autotronic Controls Corporation (MSD Ignition)	Manufacturer of high performance products for the automotive aftermarket	Gryphon Investors
Code, Hennessy & Simmons LLC	Supplier of branded automotive accessories	Quaker State Corporation
Dana Corporation - Brake Hose Operations	Tier 1 manufacturer of automotive brake hose assemblies	CF Gomma S.p.A.
H. E. Orr and Company	Manufacturer of wheel lug wrenches and wire form products	Private investment group
Hamilton-Pax	Manufacturer of specialty automotive brake parts	Autocam Corporation
Har Technologies	Precision-machined metal parts for the auto and aerospace markets	Autocam Corporation
Imperial Group, Inc.	Supplier of body and chassis components to heavy truck and bus market	Johnstown America Industries, Inc.
Ingersoll-Rand Company - Automation Division	Manufacturer of assembly systems for automotive applications	Cinetic Industries S.A.
Key Manufacturing Group L.P.	Manufacturer of stainless steel capped wheel nuts	JPE, Inc.
Lobdell-Emery Corp.	Tier I manufacturer of automotive stampings	Oxford Investment Group
Manco PowerSports	Manufacturer of off-road recreational vehicles	American SportWorks
Manco Products, Inc.	Manufacturer of off-road recreational vehicles	Coretec Group, Inc.
Midwest Stamping	Tier I manufacturer of automotive stampings	Private investment group.
MPW Industrial Services Group, Inc.	Provider of filtration management services to auto OEMs	Clarcor, Inc.
Penda Corporation	Manufactures plastic bedliners and accessories for trucks	Trivest, Inc.
PREMELT Systems	Supplier of metal scrap cleaning and processing systems	PARK OHIO
Progressive Industries	Tier I manufacturer of automotive stampings	Private investment group
Victor Automotive	Products Marketer and packager of retail automotive accessories	Barjan Products (Pfingsten Partners)

Global Reach

Mergers Alliance

Billow Butler & Company, L.L.C. is a member of Mergers Alliance, an international consortium of investment banks, and Darrell Butler is its co-chairman.

Mergers Alliance is a dynamic international group of highly successful independent corporate finance firms focused on middle-market mergers and acquisitions.

This international consortium has formally aligned to provide global reach to each member and its clients. Independence gives members incentive to facilitate cross-border transactions and work in a fee-sharing capacity with constant interaction while possessing in-depth knowledge of working together across member firms.

Mergers Alliance consists of over 200 transaction professionals located in 36 offices worldwide operating around industry focus groups with comprehensive coverage of all major economies. Mergers Alliance was ranked in the top twenty financial advisors for worldwide middle market transactions.

China Initiative

Billow Butler is cognizant of the vital role emerging markets play in an increasingly global trade environment. We are equipped and positioned with the service capabilities, professional network, and international business and transaction acumen to deliver a comprehensive solution to both Chinese and domestic clients.

Billow Butler professionals are dedicated to facilitating cross-border transactions involving Chinese companies. We leverage our knowledge of the business landscape and capital markets in China, North America, and Europe to successfully execute investment banking transactions. Whether facilitating the expansion plans of domestic industry into China through joint ventures or M&A, the sale of a U.S. business to a Chinese strategic or government-owned entity, or attracting domestic capital for investment projects in China, we will work with our clients to deliver the appropriate investment banking solution.

Our Professionals

Firms do not close deals. Dealmakers close deals. The success of a transaction depends not on the name or size of the firm, but on the aggregate skills of people on the deal team. Beyond our credentials is an adherence to core ideals that include: hard work, a dedication to client service, attentiveness to accelerated timelines and perseverance on behalf of the accomplishment of our clients' objectives. We focus on quality and treat each assignment as though we owned the business ourselves. These qualities are among the hallmark attributes that guide each of our professionals in their command of a transaction.

Robert D. Billow

Managing Director and Principal

bbillow@billowbutler.com

Mr. Billow is responsible for originating and executing middle market acquisition and divestiture assignments. He has over 30 years of transaction experience through his roles as a corporate attorney and as an investment banker. He has participated in more than 200 transactions in a wide variety of industries ranging in size from several million dollars to over one billion dollars. He has been a welcomed lecturer and panel participant before various state and local bar associations and continuing education forums and has presented talks before numerous gatherings of business analysts, lawyers, accountants, and business owners.

Prior to founding Billow Butler & Company, Mr. Billow served for 10 years as a decorated dealmaker at a national middle-market investment bank. During each of his final two years at the firm, his deal team, which included Darrell Butler, earned the firm's "Top Gun" award, which recognizes the firm's most prolific deal team. In addition, Mr. Billow earned other coveted accolades, including the "Gold Max" and "Crystal Max" awards for his ability to generate and close transactions. For 12 years prior, he practiced law at Winston & Strawn, a leading national law firm headquartered in Chicago. Mr. Billow specialized in business mergers, acquisitions and sales for major publicly-traded clients, as well as privately held companies. As a partner, he enjoyed responsibility for a significant number of transactions. In 1981, he became the youngest person elected to the firm's partnership at that time. In addition to the energies he has devoted to these professional endeavors, Mr. Billow is very committed to active leadership in the community and many philanthropic organizations.

Mr. Billow graduated Highest Honors with a B.A. in Economics from Northwestern University where he was a member of the honorary society of Phi Beta Kappa. He received both his M.B.A. and J.D. degrees from The University of Chicago.

Darrell M. Butler

Managing Director and Principal

dmbutler@billowbutler.com

Mr. Butler is responsible for originating and executing middle-market acquisition and divestiture transactions. He has been involved in mergers and acquisitions for 15 years, participating in more than 150 transaction assignments ranging in value from $3 million to $200 million. Mr. Butler has presented to members of the Institute of Management Accountants, the Chicago Bar Association, The Southeast Prepress Association, and industry trade associations on topics involving corporate finance and deal-making.
Prior to co-founding Billow Butler & Company, Mr. Butler was an accomplished Associate/Vice President at a national middle-market investment bank. There, he was formally recognized as Top Associate for leading the company in deals closed and fees generated. Mr. Butler spent more than seven years at Arthur Andersen as a financial consultant to Fortune 1000 clients. In addition to earning consistently outstanding marks during his tenure at Andersen, he is proud to have received the Sequoia Award for mentoring in support and development of his staff. He is currently the treasurer of a not-for-profit educational corporation and previously served six years as treasurer of a $1.2 million not-for-profit corporation.

Mr. Butler holds an M.B.A. in Financial Management and Strategy from The University of Chicago Graduate School of Business and a B.S. in Finance, with honors, from the University of Illinois-Urbana/Champaign.

Lawrence T. Dick

Managing Director

larrydick@billowbutler.com

Mr. Dick has over 30 years of diverse industry merger and acquisition experience through his roles as a corporate development executive with a Fortune 50 corporation and as an investment banker. He has participated in more than 150 transactions in a wide range of industries with transaction size ranging from $2 million dollars to over $700 million dollars.

Prior to joining Billow Butler & Company he spent eleven years as founder of a boutique middle market merger and acquisition firm which he merged with Billow Butler & Company. Previously, Mr. Dick spent five years with a national middle-market investment bank and ten years with Beatrice Companies, Inc. as a Director in its Corporate Development Group where he worked on numerous transactions in North America and Europe. Early in his career, he spent several years with Ernst & Young conducting audits of a diverse group of manufacturing and service companies. In addition, he spent several years in a marketing capacity with NCR Corporation. Mr. Dick currently is involved with a major international not-for-profit organization in a financial consulting advisory role.

Mr. Dick holds a B.S. in Accounting and Finance from Northern Illinois University and is a Certified Public Accountant in the State of Illinois.

Paul Chameli

Senior Vice President

pchameli@billowbutler.com

Mr. Chameli serves Billow Butler clients in a transaction execution role, responsible for financial analysis, marketing, industry and buyer research, due diligence management, and transaction execution. With a diverse background in accounting, taxation, and transaction advisory, as well as broad industry experience that includes manufacturing, financial services, real estate, food processing, information technology, and business services, Mr. Chameli brings a decade worth of financial consulting experiences to Billow Butler’s client base.

Prior to joining Billow Butler, Mr. Chameli worked in financial and tax advisory roles at Deloitte and Grant Thornton, providing tax minimization, transaction structuring, and due diligence services to large and middle market manufacturing and private equity group clients. Mr. Chameli started his career as a financial statement auditor and tax associate at KPMG LLP.

Mr. Chameli earned Bachelors and Masters Degrees in Business Administration from St. Bonaventure University and a Law Degree from the State University of New York at Buffalo School of Law. He is also a licensed Certified Public Accountant.

John Lahti

Vice President

jlahti@billowbutler.com

Mr. Lahti has over 8 years of experience in delivering financial and strategic advisory services, executing complex merger and acquisition transactions, and executing a variety of private market financing transactions including senior debt, subordinated debt, and equity investments. He has a broad range of experience advising private equity firms, middle-market companies, public companies, and family-owned businesses in several industries including plastics, consumer products, retail, machining, and niche manufacturing.

Prior to joining Billow Butler, Mr. Lahti worked as a Vice President in the investment banking group of Stout Risius Ross. Preceding his experience at Stout Risius Ross, Mr. Lahti worked for Blackman Kallick’s corporate finance consulting group and for Wall Street investment banking boutique Peter J. Solomon Company.

Mr. Lahti earned an MBA in finance, accounting, and economics from the University of Chicago Booth School of Business and a BBA from the University of Michigan Ross School of Business where he was a James B. Angell Scholar.

Service: Sell-Side Merger and Acquisition

Clients hire us with several goals in mind - to Maximize Net Proceeds, Ensure Transaction Closure and achieve the best possible terms with confidentiality, speed and minimal burden on ownership and management.

Maximize Net Proceeds

None of our sellers has yet to disagree with the phrase "Cash is King"; they just prefer to add one word - "NOW". Our rigorous analysis, comprehensive global buyer research, professional marketing materials, tenacious advocacy, coordination of the due diligence process, negotiation abilities and in-depth understanding of the relevant tax issues all combine to ensure that no money is left on the table or unnecessarily paid in taxes. Each step of the marketing process is custom tailored to our client's particular situation and designed to exploit competition amongst strategic buyers to achieve multiple premium priced offers.

Execute Transaction to Closing

Deal closings do not happen naturally and are, in fact, unnatural events. If a deal does close easily, the buyer may have simply realized that the price being paid was "buyer friendly" and decided to look past what would otherwise be areas of concern. However, when buyers are pushed to the brink from a pricing perspective, problems related to financial performance and projections, accounting, environmental compliance, customer concentration, employment agreements, non-compete agreements and industry downturns are all magnified. Our track record of preventing such issues from becoming deal-killers is attributable to our team of seasoned deal professionals. A small sample of potential issues that frequently surface during middle-market transactions includes customer concentration issues, missed financial projections, accounting issues, and environmental issues, amongst a multitude of others.

Customer Concentration -- For small business owners, customer concentration is an increasingly common theme. Often owners are able to get a foot in the door with a rapidly growing customer and are able to transform their customer's momentum into impressive revenue and profit growth for themselves. Understandably, a disproportionate amount of resources, including those normally earmarked for sales and marketing efforts, are directed toward fully exploring revenue opportunities with the prominent customer and making certain that the customer is kept happy. As a result, revenues become increasingly concentrated in the hands of one or a few customers.

Without long-term contracts with these large customers, risk-averse buyers and lenders seek alternative evidence that sales to the customer will continue. Therefore, Billow Butler focuses on identifying and communicating evidence to a buyer that supports an enduring relationship with the customer. Factors such as relationship history, switching costs, joint R&D efforts, technology compatibility or simply a lack of other suppliers that possess the requisite capabilities are all factors that help prevent the loss of a particular customer. Our ability to identify and communicate such factors to a buyer has allowed us to be extremely successful in overcoming revenue concentration concerns on behalf of the buyer, as is evidenced by the following representative transactions:

* Injection Molder - 85% customer concentration
* Injection Molder - 90% customer concentration
* Metal Fabricator - 93% customer concentration
* Metal Fabricator - 90% customer concentration

Missed Financial Projections -- A proven track record of strong financial performance and promising trends can change in an instant. A myriad of factors, many outside of the owner's control, can quickly eliminate current profits and short-term projections. If a downward hiccup occurs while the business is being marketed, it is magnified and often the source of significant angst on behalf of both prospective buyers and sellers. However, it does not have to be a deal-killer. Billow Butler strives to keep the management team focused on running its business by limiting transaction-related distractions.

Accounting Issues --Financial statements for our clients have historically ranged in sophistication from those prepared without the use of a computer to audited statements. This variation in sophistication and reliability, in conjunction with differing motives amongst owners - tax planning, loan covenant compliance, etc - requires considerable upfront analysis in order to address any potential issues that could potentially kill a deal down the road. Translating the varied messages of these financial statements into a story that can be recognized and appreciated by a buyer is one of many keys to success in the middle market.

Environmental Compliance -- Having served numerous manufacturing clients over the years, our professionals have substantial experience dealing with environmental issues in the context of a business sale. We strive to identify potential areas of concern early in the process and leverage the services of civil and environmental consultants in order to properly assess potential exposure and possible remediation alternatives. Surprises are minimized and the buyer is given ample time to determine how best to address any material issues. As a result, in our history, environmental issues such as hazardous material disposal, underground storage tanks, contaminant transport or the like have not caused a deal to fall apart.
Negotiate Terms

Issues such as post-closing balance sheet adjustments, survival periods, representations and warranties, indemnifications and liability baskets and deductibles can all have a significant effect on both the net proceeds received and the amount of risk retained by the seller post-closing. Accordingly, we devote significant attention to the non-economic terms in the purchase agreement in order to ensure that our clients receive the most favorable contract terms.

During the negotiating process, our clients are shielded from the sometimes emotionally tense discussions with the buyer. Our experience negotiating transactions enables us to assist business owners in their effort to extract better pricing. This experience is particularly valuable when a business owner has not previously been involved in a sale transaction. Our professionals are more experienced and comfortable pushing a buyer to the brink, but know when to compromise in order to ensure the deal happens. Meanwhile, the relationship between our client and the buyer is unaffected, especially important during the transition period.
Help Ensure Confidentiality

Confidentiality is interwoven with every step of our marketing process in order to avoid disruption of management and employees and to maintain positive relationships with customers and suppliers. Everyone requesting confidential information is required to sign a Confidentiality Agreement. For competitors that are included in the process, we tailor the timing of our approaches and marketing materials in order to ensure that sensitive information is not placed in the wrong hands.
Speed Up the Deal Process

In deal making, time is the enemy. Hazards, including economic changes or developments within our clients' businesses or markets, can befall a deal with the passage of time. Therefore, the speedier the transaction and the greater the momentum we can foster, the lower the risk of failure to close. Accordingly, we offer our clients fast service without compromise in quality or results.
Minimize Burden On the Owner

During the marketing process, is it essential that our clients' businesses continue to achieve the aggressive strategic and financial goals set by management and communicated to potential buyers. Accordingly, our collaborative role is one that emphasizes minimal burden on the seller, so that they may continue to run the business effectively.

Service: Buy-Side Merger and Acquisition

Idea Generation and Targeted Search

Billow Butler professionals work with clients to fully understand their corporate and shareholder objectives and determine the appropriate strategic alternatives. Prior to embarking on a buy-side advisory assignment, we analyze clients’ operations, financing needs, the competitive landscape, and the potential avenues for growth.

Idea Generation and Targeted Search

Billow Butler’s Managing Directors average over 25 years of merger and acquisition transaction experience in a wide range of industries. We bring a wealth of knowledge from previous firms like Deloitte, Andersen, Winston & Strawn, Beatrice Foods, Citibank, Grant Thornton, Peter J. Solomon Company, and Ernst & Young. We use this collective knowledge to help our clients generate acquisition ideas, conduct targeted searches, and contact companies on their behalf.

Valuation and Structuring

As buy-side advisor, Billow Butler will utilize its wealth of valuation, financing, tax, accounting, and deal structuring experience. We have a strong analytical orientation, which benefits our clients in negotiations with potential targets. We will create comprehensive cash flow models to aide in the valuation of potential targets and develop negotiating strategies. Our professionals will measure potential results and value creation from various transaction structures and advise clients on the structures that meet shareholder and corporate objectives. We will analyze the pro forma results and potential returns to shareholders from selected acquisition opportunities.

Execution and Financing

Senior members of the Billow Butler deal team will oversee the day-to-day execution of a transaction. As buy-side advisor, we will leverage our transaction execution expertise to increase the likelihood of success for our clients. We have a long and successful track record of executing transactions in a wide variety of industries. Our professionals have several years of financing, tax, accounting, private equity, and legal experience. If financing is required to fund acquisition, we can leverage our extensive network of lenders and other capital providers to help our clients find cost efficient and flexible acquisition financing.

Service: Private Market Financings

Knowledge of Capital Markets

Our professionals have intimate knowledge of the capital markets and are well-versed in advising businesses that are undergoing shareholder recapitalizations, refinancing existing debt, raising equity capital to support growth, or raising debt financing to consummate an acquisition.

Efficient Capital Raising Process

By running an efficient capital raising process, we help to ensure our clients achieve their financing goals in a timely manner and at attractive pricing. We can leverage our extensive network of senior lenders, mezzanine investors, and equity providers to ensure a market clearing process. Our professionals are apt at anticipating and identifying potential financing issues early, which enables them to remedy the issues before they can result in a delay of closing. We do this by performing extensive advisor due diligence before approaching the investor community.

Thoughtful Marketing Materials

In preparing marketing materials on our client’s behalf, our professionals put themselves “in the shoes” of a potential investor. This allows us to prepare materials that answer the questions that investors will be asking. We understand what investors want to see and make sure our materials show it. We also understand that no business model is perfect. Rather than concealing imperfections from the investing community, we believe that disclosing and proper positioning of potential issues is the way to ensure a timely closing with no surprises.

Extensive Quantitative Analysis

We are diligent in preparing detailed, fully integrated financial models to optimize of our client’s capital structure. Our quantitative approach helps to ensure that pricing and covenant levels are negotiated to levels that allow proper cushion and financial flexibility post-transaction.

Select Private Market Financing transactions successfully completed by Billow Butler professionals

Company Company Description Transaction Sumary

Acme Industries, Inc. Manufacturer of precision machined components Mezzanine debt recapitalization
Affy Tapple Produce and market caramel and chocolate covered apples Preferred equity infusion
Algonquin Automotive Manufacturer of external automotive accessories Senior debt refinancing
Allstar Magnetics, Inc. Distributor of magnetic components Senior debt, mezzanine debt, and equity acquisition financing
Coyote Exhibits Provider of exhibit displays Senior debt and mezzanine recapitalization
Epicor Industries, Inc Manufacturer of hose clamps Equity growth capital
Imperial Sports Chain of athletic footwear and apparel stores Mezzanine debt recapitalization
ITI Marketing Telemarketing services firm Mezzanine debt recapitalization
Parker Vision Designs and manufactures communications technology platforms and wireless products. Later stage equity financing
Rohn Industries, Inc. Manufacturer of telecommunication towers Dutch auction share repurchase
Star Precision, Inc. Maker of precision machined components Senior and mezzanine acquisition financing

Service: Valuations

Billow Butler professionals perform well over 40 valuations every year. Our valuation services include, but are not limited to, the following:

* Estate Planning Valuations
* Fairness Opinions for:
o Strategic Acquisitions or Sales
o Private Equity Leveraged Buyouts
o Management Buyouts
o Leveraged Recapitalizations
* Solvency Opinions
* Purchase Price Allocations
* Divestiture Planning Valuations
* Acquisition Target Valuations
* Transaction Feasibility Analyses
* Buy-Sell Agreement Valuations
* Merger Exchange Ratio Calculations

Experienced Valuation Professionals

With a diverse set of professional skills developed at the nation’s premier law firms, accounting firms, investment banks, valuation firms, and corporations, we are well-positioned to guide our clients through complex corporate valuation issues.

Objective and Independent

Billow Butler is an independent investment banking firm. We approach engagements objectively and without conflict to provide unbiased valuations for our clients.

Timely Execution

We take a proactive and professional approach to each valuation engagement. Billow Butler believes in maintaining constant communication with our clients throughout a project to ensure timely and accurate execution.

Publications

This section will chronicle our Industry Research, News, Press Releases and Brochures.

Contact Us

Billow Butler & Company, L.L.C.
10 South Wacker Drive
Suite 2050
Chicago, IL 60611
312.559.9055 (phone)
312.559.9056 (fax)
marketing@billowbutler.com

Our Professionals

 

Robert Billow
Managing Director and Principal
312.559.1903
bbillow@billowbutler.com

Darrell Butler
Managing Director and Principal
312.559.1904
dmbutler@billowbutler.com

Larry Dick
Managing Director
312.655.1560
larrydick@billowbutler.com

Paul Chameli
Senior Vice President
312.559.9055 ext. 212
pchameli@billowbutler.com

John Lahti
Vice President
312.559.9055 ext. 209
jlahti@billowbutler.com

Leslie Boor
Marketing Vice President
312.559.9055 ext. 214
lboor@billowbutler.com

Connor Mitchell
Analyst
312.559.9055 ext. 208
cmitchell@billowbutler.com

Elizabeth Sanfilippo
Executive Assistant
312.559.9055 ext. 201
admin@billowbutler.com