How To buy a Company
June 24, 2008

This Round Table-Workshop will be highly interactive with time allotted for open Q&A.

Presenters:

Casper Zublin
Former CEO
DynTek, Inc.
C. Craig Carlson
Founder & Managing Partner
SYCR
Stephen T. Freeman
Chairman, Tax Practice
SYCR


Strategy

Why Acquire a Company? 
       • Your Purpose: The Good Reasons and the Not So Good Reasons
            ·
Audience Q&A
            ·
What Experience Tells Us

Preparing Your Acquisition Criteria
      • Developing Your Preferences
      •
Developing Your Key Success Factors (KSF’s)
            ·
An Example
      •
Developing Your Team
            ·
Audience Q&A
      •
Developing Your Capital Model

Originating Opportunities

Identifying Your Targets.
Audience Q&A

Initial Assessments
Acquisition Criteria
The Seller’s Motivations

Date:
June 24, 2008

Time:

1:30 - 5:15 pm

Location:

Stradling Yocca Carlson & Rauth
660 Newport Center Dr.
Suite 1600
Newport Beach, 92660

Agenda:

1:30

Welcome & Introductions
1:45 Interactive Presentation,
Part I
   
3:00 Break
   
3:15 Interactive Presentation,
Part II
   
4:30 Casual Q&A / Wine & Cheese Reception
   
5:15 Conclusion

Cost:
ABL Members     $ FREE

Non-Members     $400 (per person)

Sponsored by:

Decision – Move Forward or Pass?

Initial Due Diligence: Prelude to a Letter of Intent (LOI)

Business Summary
 •
Management Analysis
      
· “Intelligence, Energy & Integrity…"
 •
Personnel and Compensation Review
 •
Sales and Marketing Review
 •
Production Review
 •
Financial Review
 • Legal Review

Valuation
EBITDA, Profitability & Revenue Multiples
Strategic vs. Financial Multiples
Use of  “Comp’s"
Risk & Reward
ROI Calculations

Taxation
Key Strategies to maximize Financial Returns from the
   Acquisition to meet your own and the Seller’s objectives (go for “win-win" when ever
   possible)
Implications of an asset purchase vs. purchasing the entire company
Advantages/disadvantages of purchasing for stock, cash, a
   combination of stock/cash; and earn-outs

Negotiating
“Who" typically handles which aspects of the negotiation best?
Importance of having multiple potential acquisition targets
Willingness to walk away from a bad deal

Formal Due Diligence: Prelude to a Definitive Agreement

Appendix A, Venture Capital Investing, David Gladstone
The Legal Details
     
Warranties, Indemnities, Definitions
Keeping the Momentum Going
11th Hour Heroics

Post-Acquisition

How to not have one of the 70%+ acquisitions that fails to meet the acquirer’s expectations
     
Seeing past the “hole"
Building the post-acquisition team
     
Selecting and building relationships with key resources 

C. Craig Carlson
Founder and Managing Partner of Stradling Yocca Carlson & Rauth


Practice Background and Related Experience

•  Specializes in emerging and growth companies.

 •  Primary area of practice is corporate and securities. Has extensive experience with respect to private and public financings (both debt and equity), strategic alliances, mergers and acquisitions, corporate securities matters and general corporate and business representation.

•  Since 1975 has represented numerous private and public companies in a diverse array of industries, including computer, software, telecommunications, electronics, biomedical and biopharmaceutical, health care services, financial and title services, food and various consumer products and services.

 •  Lectured at and participated in numerous seminars and speaking engagements on topics related to legal issues facing emerging and growth companies including primarily private and public financing.
 

Stephen T. Freeman
Chairman,  Tax Practice of Stradling Yocca Carlson & Rauth

Practice Background and Related Experience
•  Specializes in tax law and works with businesses, business owners and executives in general tax planning involving transactions, executive compensation, business structuring, financings and mergers and acquisitions.

•  Has authored federal tax legislation, has been an adjunct lecturer at Golden Gate University teaching corporate tax and is a frequent lecturer and author on tax topics.

 •  Has authored federal tax legislation, has been an adjunct lecturer at Golden Gate University teaching corporate tax and is a frequent lecturer and author on tax topics.
 

Casper Zublin, Jr.
Director & Former CEO of DynTek, Inc.


Casper Zublin served as publicly-traded DynTek's CEO from June 2005 to March 2008. With approximately $100 million in annual revenues, the Company is a leading provider of professional technology services. Casper originally joined DynTek in October 2004 as COO, after selling a company to DynTek which he had dramatically ramped up - doubling revenues and increasing profits by an order of magnitude, over the prior three years. While at DynTek, Casper made several major acquisitions.

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Laura Grant
Phone: (714) 245-1427 Email:Laura@abl.org