ZweigWhite Investment Banking Services

1. Buy-Side Representation ZWEIGWHITE has been focused on business management services, research and information for architecture, engineering and environmental consulting firms since 1988. As such, we are uniquely qualified to find the right business(es) to help you achieve your strategic goals. Since our inception in 1988, ZWEIGWHITE has completed more than 100 mergers and acquisitions for companies totaling more than $1 billion in revenues. By focusing exclusively on the A/E/C industry, we can help you find the right “fit” for your acquisition strategy so the transaction and integration will be smooth, acquisition costs will be minimized and economies of scale and revenue synergies will be recognized quickly. Our industry-focused professionals are with you every step of the way to provide valuable insights and to structure transactions that help you achieve your strategic, financial and risk-management objectives. We have a thorough process for all buy-side transactions. We begin by identifying all of the firms that fit the acquisition profile, then confidentially reaching out to them and obtaining non-disclosure agreements (NDAs) from interested parties. We meet with interested firms and assess their fit and seriousness in pursuing discussions. We then review financials and estimate the value of the firm(s) to be acquired and help you develop a letter of intent (LOI) for those firms you choose to pursue. We will keep you abreast of our findings and recommendations throughout the process. Once the LOI is signed ZWEIGWHITE will assist you in conducting due diligence and prepare necessary documentation for the transaction’s stakeholders. We remain immersed in the process until the purchase agreements are signed and the transaction is closed. 2. Sell-Side Representation Having been focused on business management services, research and information for architecture, engineering and environmental consulting firms since 1988, no one is more qualified than ZWEIGWHITE to help you find the right buyer for your business. We have a vast knowledge of exit strategies and work with clients to identify the best options for their firm and shareholders. We then help execute the transaction to assure everything goes as smoothly and expeditiously as possible. From our experience completing more than 100 mergers and acquisitions transactions, we can identify the opportunities and mitigate the pitfalls of a transaction. As industry experts, we remain connected to public and private firms, as well as financial sponsors and investors, who are interested in making acquisitions within the industry. This enables our clients to rest assured the process will achieve their goal of market discovery, without contacting more firms than necessary, which ultimately helps maintain the confidential nature of the transaction. From the outset of an engagement, we worked with our clients to position their firm for maximum value by developing comprehensive marketing materials and preparing a list of potential buyers best suited to consummate a transaction. In our role as trusted advisor, we remain in constant contact with our clients throughout the process and provide the services necessary to ensure their goals are met. 3. Financial Advisory With ZWEIGWHITE’s history of research and knowledge of the industry, our investment bankers are well qualified to help you with all of your financial service needs. Since inception in 1988, ZWEIGWHITE has consulted with a majority of the top 500 architecture, engineering and environmental consulting firms. Our role is to serve as a trusted advisor for boards of directors, management teams and shareholders. Whether the advice is a valuation, strategic review or a financial restructuring, we will provide advice based on our 22+ years of helping A/E/C firms succeed. Examples of recent engagements include: 1) reviewing strategic alternatives to maximize shareholder value; 2) serving as a sounding board for an executive committee or board; and, 3) restructuring the balance sheet for a firm facing uncertain capital markets. We perform evaluations of business portfolios, capital structure, dividend policy and other capital market related issues. In addition, we assist firms with acquisition due diligence, business valuations (link), employee stock ownership plans (ESOPs), management succession (link) and ownership transfer (link). Our investment bankers have the depth and breadth of knowledge to help you make informed decisions. Many firms provide these services; however, few firms can provide you advice that not only shows you how your firm stacks up against its peer group, but also provide you strategic recommendations to help you improve your standing. 4. Valuation ZWEIGWHITE uses its 22 years of experience in industry valuations to provide objective and independent assessments of value. Our industry expertise, combined with our development and use of sophisticated valuation models, make us the most reliable source for valuations in the industry. We work with management teams, boards of directors, shareholders and trustees to develop an approach to valuation which will achieve the objective of our clients over the short and long-term. Our appraisals follow the guidelines and standards set by the IRS and the Appraisal Foundation (USPAP). The typical appraisal process includes:

• Gathering and analyzing information on the firm.
• Evaluating industry and economic conditions as of the valuation date.
• Researching comparable transactions – both public and private.
• Developing valuation models and reconciling results.

Our work includes in-depth stock evaluations of industry firms for estate and gift-tax planning, employee stock ownership plans (ESOPs), mergers and acquisitions, buy-sell agreements, marital dissolutions, stockholder disputes, business interruptions and bankruptcies. For more information contact Jeff Clark, Managing Director, at 919-931-9936. 5. Fairness Opinions ZWEIGWHITE regularly provides fairness opinions on the financial aspects of pending transactions based on our 22 years of industry experience, objectivity, independence, intellectual rigor and diverse financial expertise. Since 1988, we have worked with more than half of the top 500 firms in the industry. We provide fairness opinions to publicly traded companies, privately held businesses, financial sponsors, government agencies, boards of directors, special committees and fiduciaries. We help our clients fulfill their fiduciary responsibilities in the most complex situations for any type of change-of-control transaction such as: 1) affiliate or insider; 2) related party; 3) divestitures; 4) mergers; 5) competing offers; and, 6) refinancing. 6. Consulting ZWEIGWHITE has been retained by business owners, investors and lenders, to perform comprehensive evaluations of firms, develop and explore all strategic alternatives and provide recommendations regarding strategic planning, on-going advice and industry perspective. We provide both strategic and operational business planning to achieve: 1) the goals of the clients; 2) to maximize value; 3) to create a common sense of direction; and, 4) establish a plan for the future. The plan includes a process timeline for execution and identifies responsibilities and implications for each member of the team. For firms facing financial challenges, our consultants and investment bankers assess current and projected financial performance, capital structure and liquidity needs in light of current industry conditions and the capital market environment. We can secure the capital for refinancing or recapitalization. Having consulted with more than half of the top 500 firms in the industry, ZWEIGWHITE is well qualified to provide objective and valuable insight to help your business succeed. 7. Capital Raising ZWEIGWHITE provides capital raising services for architecture, engineering or environmental consulting firms. Our goal is to create the optimal capital structure for each client by understanding current operating and financial strategies of the firm and presenting alternative strategies to help the client achieve their financing objectives. We help clients develop financing strategies and secure the capital necessary to achieve their strategic goals including acquisitions, leveraged buy-outs, increased liquidity and restructuring the balance sheet. Given our length of time in the industry, we have investor relationships with most significant institutional investors, senior lenders, asset managers, hedge funds, mezzanine funds and private equity investors. Once we have identified the needs of our client, we: 1. Perform a comprehensive financial analysis of the transaction. 2. Determine the optimal capital structure. 3. Create a compelling offering memorandum. 4. Locate the right institutional lenders and investors. 5. Facilitate the completion of documentation and closing. Our investment bankers have the experience, knowledge and ability to create the optimal financing solution in the ever-changing and increasingly-complex capital markets. 8. Debt ZWEIGWHITE is a privately-held company. We understand the importance of confidentiality and discretion and we assure we will protect our client’s information and interest regardless of size. We specialize in understanding and fulfilling the financial needs of our clients. ZWEIGWHITE has the expertise to provide capital structure advisory services to maximize financial flexibility, mitigate risk and clarify our client’s financial capabilities. We have the ability to obtain debt financing for our clients because of our contacts and the fact we focus exclusively on the architecture, engineering and environmental consulting marketplace. We provide clients with thoughtful, unbiased financing advice as it relates the use of debt financing, both senior and junior, for:

• Leveraged buyouts
• Management buyouts
• Strategic acquisitions
• Debt consolidations and refinancing
• Maximizing capital structure
• Acquisitions

ZWEIGWHITE combines industry banking experience with leveraged finance experience to help clients negotiate with various types of lenders including traditional banks, finance companies and institutional investors. Our unique insights into credit markets provide our clients with the knowledge needed to design restructuring with public and private debt placements. 9. Equity ZWEIGWHITE specializes in raising funds for architecture, engineering and environmental consulting firms. We rely on our in-depth knowledge and investor relationships to create capital structures and value-added strategies for equity investment positions, management buyouts, acquisitions, recapitalization, share repurchases, growth capital and restructurings. We understand the importance of working collaboratively for the benefit of our client. We recognize our success is a function of maintaining mutually-beneficial relationships with owners, strategic buyers, lawyers, commercial banks, financial services companies, hedge funds, insurance companies, mezzanine funds and private equity groups. We have considerable experience helping shareholders, including private equity investors, realize the value of their investments through secondary offerings of their holdings. 10. Management Succession ZWEIGWHITE is very candid with its clients. We consider management succession to be of utmost importance. Every business needs a management succession plan from day one. What happens if the president of the firm gets hit by a bus tonight? Hopefully it never happens, but as the saying goes, those who “fail to plan, plan to fail” – and we do all we can to prevent our clients from failing. This is why we will talk to you about your succession plan while we’re doing our due diligence for your firm. Be prepared to answer the following:

• What is your exit strategy?
• Do all of the partners want to exit at the same time?
• Who is the next generation of leaders for the firm?
• What type of training are they receiving?
• Do you need to hire for key positions?

It is important to take action now whether you’re just getting started or contemplating an exit strategy in the next few years. We will help you layout a succession plan and the timeline for implementation in the worst case scenario of an untimely accident or ideally the successful conclusion of your career. 11. Ownership Transfer ZWEIGWHITE provides ownership transfer assistance to prospective and current owners. We help prospective owners understand how buy-ins can be managed. We help current owners understand the variety of exit strategies available to them. Since 1988, ZWEIGWHITE has facilitated the following types of ownership transfers: 1. Internal Transition

1. Direct sale
2. Employee Stock Ownership Plans (ESOPs)
3. Employee Stock Purchase Plans (ESPPs)

2. External Transition

1. Sale to a strategic buyer
2. Sale to a private equity firm
3. Initial Public Offering (IPO)

3. Orderly Wind Down

1. Collect outstanding receivables
2. Transition clients
3. Divest tangible assets

If you’re interested in exploring ownership transfer options for your architecture, engineering or environment consulting firm, ZWEIGWHITE can help you. For more information contact Jeff Clark, Managing Director, at 919-931-9936.