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In addition to counseling clients on campaign optimization, we develop and distribute content via traditional channels and contemporary digital

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A

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OUR APPROACH

CONTENT FORMATS Text | Graphic | AudioVisual

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AudioVisual

Narrative videosExplainerInterview videos

InfographicsGifographicsSlide presentations

White papersCase studiesMagazines Imagine developing and manufacturing innovative, life-saving productsand then finding out that you cant get

them to your customers. Thats precisely the situation that Ost eoSymbionicsa Cleveland-based company that designs and makes patient-specific cr aniofacial implantsfound itself in se veral years ago. In fact, the company was facing a dilemma

that threatened its very survival. Before surgeons could use OsteoSymbionics signature CLEARSHIELD cranial implant in surgery, the device first had to be sterilized. For years, hospitals had relied upon an on-site sterilization process utilizing ethylene oxide (EO) to accomplish that task, explains OsteoSymbionics CEO Dorothy Baunach. But when the chemical was recognized

as a known carcinogen back in 1994, its use in hospital sterilization began to wane. Hospitals either significantly reduced their reliance on the EO process, or began to discontinue the use of ethylene oxide sterilizers completely because of the residual risks of working with, and disposing of, such a dangerous chemical. We knew our company was on the

line unless we found another sterilization method, Baunach explains. Without a reliable method to sterilize the CLEARSHIELD

REVOXS STERILIZATION METHOD WAS A LIFE-SAVER FOR OUR COMPANY

OSTEOSYMBIONICS CEO DOROTHY BAUNACH

A NEW PATH FOR GROWTH

Maintain operational diligence: Meet industry standards for equipment, soware, and business practices.

Internal

Follow through on any post-closing arrangements agreed to in the deal.Transfer customer relationshipsExplain proprietary information, management dynamics, and necessary operational trade secrets to new owners.

Internal

Prepare your management team for the transition to new ownership. Address titles, organizational chart, compensation, and plans for incentives, motivation, and succession.

Verify registration, copyrights, trademarks, patents, and any other intellectual property.

InternalClarify your corporate structure:Update your capitalization table or record of shareholders.Organize corporate records, including bylaws and incorporation.Close down, sell, or spin-off unnecessary subsidiaries.

Conduct internal audits to avoid any surprises that could threaten buyer confidence.

Focus on key business metrics, such as sales per employee, customer lifetime value, points of presence, cash flow, etc.

Typically taxes and paying off pre-exist-ing debt consume about 40% of the full sale price.3

ExternalMeet with a financial advisor as well as a trust and estate expert, to develop your personal wealth-structuring plan, and consider the potential tax implications of a sale.

40%

External stepsHire an outside firm to analyze and improve your companys financial reporting.

Address items that could derail a transaction, including any ongoing litigation.

For companies with $20 million+ in enterprise value: Bring in outside directors or advisors to bring a fresh perspective to the company.

InternalOptimize company value: Tighten company operations, processes, and due diligence. Reduce any excess costs, solidify accounting, and strengthen management structure.

Build relationships with potential buyers so they get to know your company.

Assess the pros and cons of different exit strategies.

+

-

Internal steps

Private company sales by industry, 20141

Research your industrys mergers and acquisitions (M&A) market.

Look at M&A trends overall.

23%20%

20%12%

Consumer Staples

Consumer Discretionary

Energy

Financials

Utilities

TelecommunicationServices

Healthcare

Industrials

Materials

InformationTechnology

3%

4%1%1%

2%14%

1,400

1,200

1,000

800

600

2010

Value

Total M&A value and volume for North America2

# of Deals

# of

Dea

ls

$ Bi

llion

s

2011 2012 2013 2014

1,600

1,800

10,000

15,000

20,000

BUSINESS TIMELINE

Get a thorough review of your company by an investment banker to assess strengths and weaknesses to maximize selling price.

Work with your deal team to implement an effective marketing plan to attract potential buyers.

External

Look at internal sales cycles to ensure they align with the sale of the company.

Renew contracts of any key customers.

Enhance the curb appeal of your office.

Adjust working capital to meet reasonable industry standards.

Sell off any unnecessary or nonproductive assets.

Internal

Work to remove or minimize potential roadblocks, including resolving any outstanding litigation.

Dont try to go it alone. Create a designated deal team, including an investment banker, a tax expert, legal counsel, and a wealth management advisor.

Look to your financial advisor. He or she can help you set up a trust for your earnings from the sale, as well as help you plan for philanthropic goals.

External

Internal

ExternalContinue to work with your tax and financial advisors to manage liquidity and personal monetary goals as you transition to the next phase of your life and/or career. Year 1Sale Year 2 Year 3

ExternalInvestment banker negotiates purchase agreement and leads transaction to a successful closing.

$$ $$

Preparing aBusiness for Sale

InternalDetermine your preferred sales partner. Is it strategic buyer (such as another company that wants to expand and integrate) or a financial buyer (such as an investment firm)?

?

Consult your tax attorney about corporate taxes.

Select an investment-trained banker who can:Help to communicate the companys value to buyers.Serve as an experienced negotiator.Create a competitive environment.

External

$$

ExternalHave your investment banker: Identify and screen potential buyers. Make discreet inquiries. Create and negotiate a letter of intent (LOI) to sell the

3+ years prior to sale

3 years prior to sale

2 years prior to sale

12-18 months prior to sale

12 months prior to sale: First phase (4 weeks to 4 months)

12 months prior to sale: Second phase (4 weeks to 4 months)

12 months prior to sale: Third phase (4 weeks to 4 months)

Aer the sale

business to the chosen buyer.

This article is for informational purposes only. Please consult your tax advisor, as neither Bank of America, its affiliates, nor their employees provide legal, accounting and tax advice.

Bank of America Merrill Lynch is the marketing name for the global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking activities are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking activities are performed globally by investment banking affiliates of Bank of America Corporation (Investment Banking Affiliates), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and members of SIPC, and, in other jurisdictions, by locally registered entities. Merrill Lynch, Pierce, Fenner & Smith Incorporated and Merrill Lynch Professional Clearing Corp. are registered as futures commission merchants with the CFTC and are members of the NFA. Investment products offered by Investment Banking Affiliates: Are Not FDIC Insured May Lose Value Are Not Bank Guaranteed.

2015 Bank of America Corporation

Sources:

1. BofA Merrill Lynch Global Research

2. S&P Capital IQ

3. Merrill Lynch, Your Guide to a Successful Exit, 2014

Sale

LOI

SALE

For Sale

Maintain operational diligence: Meet industry standards for equipment, soware, and business practices.

Internal

Follow through on any post-closing arrangements agreed to in the deal.Transfer customer relationshipsExplain proprietary information, management dynamics, and necessary operational trade secrets to new owners.

Internal

Prepare your management team for the transition to new ownership. Address titles, organizational chart, compensation, and plans for incentives, motivation, and succession.

Verify registration, copyrights, trademarks, patents, and any other intellectual property.

InternalClarify your corporate structure:Update your capitalization table or record of shareholders.Organize corporate records, including bylaws and incorporation.Close down, sell, or spin-off unnecessary subsidiaries.

Conduct internal audits to avoid any surprises that could threaten buyer confidence.

Focus on key business metrics, such as sales per employee, customer lifetime value, points of presence, cash fl