MIDDLE MARKET INVESTMENT BANK

A thorough assessment is essential to develop tailored marketing narratives that highlight the company’s strengths to diverse potential buyers with unique strategic motives. Ravinia’s team will request information and analyze the company’s strategy and operations, focusing on these questions: - What are the company’s competitive advantages and disadvantages? - What is the best-fit buyer profile, and is the company more valuable as a platform or add-on? - What is the most effective narrative for marketing the company to these buyers?

Competition among buyers is crucial for maintaining seller leverage, as major synergies often extend beyond the core industry. We start with our proprietary database of strategic and financial buyers, expand to major industry players and interested parties using tools like Pitchbook, Cap-IQ, and Thomson Reuters, and incorporate client input to identify additional candidates among suppliers, customers, and competitors. After approving the buyer list, we create marketing materials and prepare for buyer due diligence. Unlike industry-specific banks that reuse stale lists, Ravinia customizes each list to consider the broadest scope of potential synergies.

We prepare an introductory message, a non-confidential teaser, and a deal-specific NDA (Non-disclosure Agreement) for mass email delivery to the outreach list. A Confidential Information Memorandum (CIM) is drafted for secure distribution to parties who sign the NDA. Standard diligence documents are aggregated, analyzed, organized, and uploaded to a secure virtual data room for controlled access and monitoring. Once the client approves the buyer list and marketing materials, the initial contact phase begins: 1. Send the teaser to prospective buyers. 2. Collect executed NDAs from interested parties. 3. Schedule screening calls with the Ravinia team to gauge interest.

Interested parties will go through a gated due diligence process with Ravinia's support. They will access a virtual data room containing the CIM and standard diligence documents. After confirming continued interest, they will be invited to a video meeting or live webcast with Ravinia and the company’s management team. Interested buyers will then submit a written Indication of Interest (IOI) and be given an opportunity to schedule a daylong meeting with Ravinia and the management team. A binding letter of intent is expected by the offer deadline following this process. The Ravinia Capital Difference: Live Webcast A key step in our due diligence process is a live webcast for buyers who reaffirm interest after accessing the virtual data room. The webcast aims to: - Respect management's time by reducing repetitive calls. - Attract strong bidders to increase the sale price. - Present the management team as a cohesive, supportive group. - Control the narrative and showcase the company effectively.

Receipt of a binding Letter of Intent (LOI) from the first buyer initiates the final sale stage. Ravinia will foster competition, evaluate offers, and help management select the best option. We will draft an Asset Purchase Agreement (APA) and handle additional requests. Once an offer is chosen and the APA is executed, the transaction will be finalized.