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CLARKE ADVISORS LLC

CLARKE ADVISORS LLC. PRIVATE INVESTMENT BANKING. Transportation and Logistics Industry Services. Securities offered through Penates Group LLC, FINRA/SIPC (a non-affiliated entity). ABOUT US.

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CLARKE ADVISORS LLC

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  1. CLARKE ADVISORS LLC PRIVATE INVESTMENT BANKING Transportation and Logistics Industry Services Securities offered through Penates Group LLC, FINRA/SIPC (a non-affiliated entity).

  2. ABOUT US Clarke Advisors LLC is a FINRA licensed Investment Banking Firm. Our services include institutional financing, merger, acquisition and divestiture for small to medium-sized closely held private companies. Clarke’s experience has evolved from a number of industries and transaction types the firm has now developed an industry focus in Transportation and Logistics.

  3. Types of Transactions • Sell side Strategic Buyer • Sell side Financial Buyer • Buy Side Strategic of Financial • Debt Recapitalization • Debt Recapitalization Pre-Bankruptcy • Capital Formation Non-Bank Debt • Capital Formation Equity • Advisory services; valuation, interim CFO, research.

  4. transport services Clarke maintains a complete Database of the transportation and logistics industry buyers and sellers. We pride ourselves on speed to market with minimum degree of interruption for the client Clarke is in dialog with hundreds buyers and sellers on a monthly basis allowing the interested seller (or buyer) to confidentially complete a transaction with the proper valuation and the optimum terms and conditions. Clarke’s Partners and Advisors are FINRA licensed insuring the client of the highest quality ethics and standards

  5. Buyer Profiles There are three tiers of buyers in the Transportation and Logistics Industry: Private Equity Buyers can move the fastest, offer the best terms and conditions BUT are the most selective of the industry buyers. Large regional carriers; (often backed by Private Equity) make up the second tier of buyers and handle the bulk of the transactions in the market today Competitors of your firm. We focus on the first two before moving to your competition.

  6. Private Equity Buyers • Private Equity Buyers can move the fastest, offer the best terms and conditions BUT are the most selective of the industry buyers. • * EBITDA focused usually $5.0 million plus • * Prefer niche transport markets i.e.: Bulk Food or Chemical, • * Or Non-Asset based or Integrated Logistics • * Will consider follow on acquisitions of lower EBITDA multiples • * Can move fast and offer all cash terms

  7. Regional and National • Large regional carriers; (often backed by Private Equity) make up the second tier of buyers and handle the bulk of the transactions in the market today. • * Focused on location and route synergy’s • * May offer a premium price • * Will consolidate locations and staff • * Favorable terms very few owner notes • * Slower to close

  8. Competitors • Your competition can be local, regional or national. • * Focused on acquiring the customer base • * Will often merge staff • * Will often need outside financing of a owner note structure • *These transactions are very common but are also the most problematic.

  9. A FIRST step for Owners and Management • a. Clarke will provide enough information now for proper insight and decision making., regarding the future of your Company. • b. This will assist in planning for personal reasons, for family reasons, and for your employee’s. • c. Helping you decide WHEN should you sell, acquire, raise capital or buyout a partner.

  10. Example Tax Considerations Elimination of Capital Gains Taxes under Section 1042 The deferral of capital gains taxes using Section 1042 could be turned into the elimination of capital gains taxes in their entirety.  This occurs when the seller holds the investment in QRP until death.  At that time, the QRP passes on to the seller’s heirs with a step up in basis.  As the basis in the assets is now equal to the value of the investments, there is no capital gain to tax and, therefore, no capital gains taxes due.  Please note that the overall estate, including the QRP, may be subject to Federal or state estate taxes, unless some other exemption exists.  Still, avoiding a 30% or more in capital gains tax remains attractive and offers significant savings. Check with your CPA.

  11. The First Step Your Options: Start With: "Opinion of Your Company Value” Provided Free of Charge By Clarke Advisors Tax Planning Scenarios & Estate Planning Scenarios Coordinated By Clarke Advisors Your Exit or Succession Plan Will Be Much Clearer! Clarke Advisors Will Facilitate: Exit Plan - Sale or Strategic Sale - Re-Capitalization Growth Plan - Re-Capitalization - Equity Partner Succession Plan - Family - Employees

  12. Representative transactions Across and number of industries including, Oil Jobbers, Transport and Logistics

  13. principals Norman E. Clarke, Managing Partner Joseph J. Asta III, Partner Matt McNeil, Senior Advisor Jim Jenks, Senior Advisor Bob Peach, Senior Advisor Cindy Rhodes, Senior Analyst

  14. Contact Information Email:nec@clarkeadvisors.net Office: 480.488.1929 Cell: 602.284.8401 Clarke Advisors LLC PO Box 3466 7275 East Easy Street Suite 107 Carefree, AZ 85377 www.clarkeadvisors.net

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