AEC M&A Summit
December 1-2, 2011
Four Seasons Resort
Palm Beach, FL


Program Schedule
Thursday, December 1, 2011
7:30-8:30am Buffet Breakfast/Networking
8:30-8:45am Welcome & Introduction
W. Hobson Hogan, Principal, ZweigWhite
8:45-9:15am An Update on M&A Trends in the AEC World
W. Hobson Hogan, Principal
ZweigWhite

Firm owners often wonder when is the best time to sell their firms. Buyers want to know if they are making investment decisions that will protect and enhance the value of the firm for the long term. The answer that they are both seeking typically hinges on valuation and the strength of M&A markets. The fact of the matter is that timing markets is difficult, because of fluctuations in the economy, interest rates, political climate, etc. In this opening session, Hobson Hogan will provide an overview of M&A trends in the industry including: pricing trends in recent months; industry benchmarks for valuation; where the hot markets are; the top objectives of buyers; the key motivations of sellers, and much, much more.

9:15-10:15 am Merger Lessons from the School of Hard Knocks
Dennis M. King, FAIA, FESD, LEED AP, Principal, Corporate Operations
Harley Ellis Devereaux

The Harley Ellis Devereaux story began in Detroit in 1908 when it was founded by a young Canadian-born architect doing residential design for the auto barons of the early twentieth century. The firm prospered through the boom-times of the post-World War II era – only to fall prey to the rust-belt “last-one-out-turn-off-the-lights” image of the industrial Midwest of the 1980s. With limited financial resources and a “Detroit murder capital reputation,” the firm crafted a bold strategic plan and has spent the last thirty years reinventing its future. In the 80s and early 90s the firm tried to grow their geographic relationships through strategic alliances and networks, but these ultimately proved to be unsuccessful ideas. In the mid 90’s they established their current strategy to expand geographically through mergers/acquisitions in order to take better advantage of other regions growing more vigorously. Lots of lessons were learned along the way and in this presentation Dennis King will share those insights.

10:15-10:45am Break
10:45-11:45am Why Most M&A Deals Fail
Gerri King Gerri King, PhD, President
Human Dynamics Associates, Inc.

The numbers worked, the market seemed ready, and the products and/or services were compatible. What went wrong? This provocative session highlights the often neglected, but pivotal, missing link – the human impact of bringing two or more organizations together. Focusing on retention, reactions, communication, morale, and inevitable conflict may make the difference between failure and business continuity. Survival and success are dependent on employee preparedness, response, and – yes – recovery after a merger or acquisition. In addition to an overview of the cultural assessment and cultural mapping process, this presentation will also describe: how to set up cross-functional teams to create a new cultural design; identifying the need for potential conflict and resolution facilitation as well as strategies for retaining employees, minimizing anxiety, resentment, and conflict among staff and customers, and enhancing communication pre, during, and post merger or acquisition.

12:00-1:00pm Lunch
1:00-2:00pm Cultural Clues: How to Solve the Mystery of Determining If Two Cultures Will Fit Together
Marjorie (Margie) K. Simmons, CEO, SHW Group
Matt Snider, Chief Financial Officer, SHW Group

It is frequently said that the make-or-break factor for the success of a merger or acquisition is the cultural match between the two firms. And yet even after you complete an exhaustive checklist of due diligence items, it is still extremely difficult to truly determine if the two firms will fit well together. As a firm with some successes and some bumps as well, Marjorie Simmons and Matt Snider will share their strategy of how to discern the cultural clues that will determine if your next merger or acquisition will succeed. Since culture is not easily defined, they will first clarify what comprises a firm’s culture. Second, they will present the process of accurately assessing your own culture. Then, using real-life examples, they will describe how they reach conclusions about a target firm’s culture given the many subtleties and “bread crumbs” that can be found during M&A exploration. Lastly, they will share some tools for evaluating the compatibility.

2:00-3:00pm Growing a Small/Medium Firm by Acquiring Small Distressed Firms
Michael Reader, CEO, GE
Group Delta Consultants, Inc.

M&A growth opportunities aren’t just for large firms with deep pockets. Small distressed firms may not be an appealing acquisition target for some, but can present a viable option for smaller firms that are seeking to expand into new territory or acquire experienced staff. Group Delta’s growth objectives led them to consider acquiring firms that others may have considered too risky or not worth the effort, but it helped land Group Delta on The Zweig Letter Hot Firm list in 2011. In this session, Mike Reader will describe the ins and outs of this unique strategy—learned from multiple acquisitions in recent years.

3:00-3:15pm Break
3:15-4:15pm How to Make the Best Deal when Selling a Distressed Firm
Greg Lindberg, CEO
Eli Global

Sometimes ensuring a positive future for your firm means finding a buyer. But how do you know that you’ve made the best deal when selling a distressed firm? In spite of mixed emotions, you have to be prepared to move quickly, not get bogged down by bureaucratic decision processes, and you have to protect yourself along the way through properly worded contracts. In this presentation, you’ll get advice from the buyer’s perspective about how to position your firm for potential acquisition and what you can do to maximize the value and outcome.

5:30-8:30pm Cocktail Reception and Dinner
Friday, December 2, 2011
7:30-8:30am Buffet Breakfast/Networking
8:30-8:45am Introduction to Day Two
W. Hobson Hogan, Principal, ZweigWhite
8:45-9:45am Pros and Cons of Private Equity Ownership
Peter Young, Chairman
Apex Companies, LLC

Over the last ten years private equity ownership of A/E firms has gone from novelty to normalcy. But is private equity right for every firm? In an industry where firms are often more like families, there are considerations that go beyond the balance sheet. Having gone through two private equity deals in the past five years at Apex, Peter Young will talk about the plusses and minuses of private equity, the impact on his firm including principals, employees, and clients, and what you need to do to make your firm a good candidate for private equity.

9:45-10:45am Keys to Successful M&A and Minefields to Avoid
Grayson S. Hale, Partner
K&L Gates LLP

The M&A process is complicated and presents different challenges with every transaction, but there are important issues that buyers and sellers should be aware of in order to complete a successful transaction. Grayson Hale has represented buyers, sellers and executives in domestic and international acquisitions, dispositions, redemptions and merger transactions in various industries, including high tech, manufacturing and service businesses. He has a particular emphasis in representing A/E firms. This session will provide a review of some common legal pitfalls he has observed and will also describe key strategies to avoid making costly mistakes.

10:15-10:30am Break
10:45-11:45am Roundtable Discussion Groups
We have scheduled two concurrent open forum sessions where participants can exchange ideas in a relaxed setting. These focused roundtable discussions present a unique opportunity to forge new relationships, find out how other firm leaders solve problems and explore possibilities for future partnerships.

Group A: Firm Culture/Successful Integration
Moderator: Gerri King, PhD, President, Human Dynamics Associates, Inc.

Group B: Closing the Deal - Efficiently
Moderator: W. Hobson Hogan, Principal, ZweigWhite
11:45-12:00pm Closing Remarks
W. Hobson Hogan, Principal
ZweigWhite
12:00 Noon Program Ends
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