What is your business worth? … and to who?
 Grow/Buy/Sell – The Owner’s Dilemma
 Introduction of Panelists
 Q1) The Art of the Deal
 Structure & Process
 Q2) The Elephant in the Room
 is VALUATION
 Open Floor for Questions

• By Design
– Retirement
• Westervelt, Career Canada College, CDI (the original), RCC
– Succession (e.g. Hank > Renee Herzing)
– Lifestyle Decisions & Orderly Business Exits
• 50 New PCCs and exiting PCCs / Year
• By Necessity
– ‘Fire Sale’
– Bankruptcy
• Career Academy, Shaw College, OBC, Various TCAF Hits
• We eventually want to Exit on our Own Terms

Status Quo
Entrepreneurial
Owners
Growth Sell/Transition
Private Equity MBO Strategic Organic Acquisition

Buyers
• Strategic vs. Financial (Private Equity)
• Internal (Family & Management Teams)
Intermediaries
• Bankers & Investment Bankers
• Business Brokers
Sellers
• Accountants, Lawyers, Tax Advisors
• Friends, Family, Shareholders

• Richard Remillard
– Canadian Venture Capital Association (CVCA)
– Explain the overall nature of the financial markets
(Venture Capital & Private Equity in specific)
• Trevor Gough
– CIBC Mid-Market Investment Banking - Managing Director
– Explain Bank Debt, Sub-Debt and Mezzanine Financing
• Jason Sparaga
– Spara Capital Partners Inc. - President
– Explain the role of Investment Bankers in Mergers & Acquisitions
• Jason Berenstein
– Kilmer Capital Partners - Principal
– Explain Private Equity and what’s important to them

Tel: (416) 487-0519 rremillard@bellnet.ca
• Executive Director, CVCA Canada’s Venture Capital &
Private Equity Association
• Explain the overall nature of the financial markets
• Joined CVCA in 2004 as Executive Director
• Past President of RCG, a management consulting firm
• Previously a VP at Canadian Bankers Association and
Special Assistant to the Minister of Finance
• Sits on several boards & has taught at Concordia
• Graduate of McGill & London School of Economics
• 1,800 members represent the majority of Private Equity companies in Canada
• CVCA Members have over $75 Billion in capital under management
• 3 major markets (Buyout, Mezzanine & Venture Capital)

Tel: (416) 980-7341
Trevor.Gough@cibc.com
• Managing Director, Mid-market Investment Banking
• Explain Bank Debt, Sub-Debt and Mezzanine Financing
• Joined CIBC Mid-Market Investment Banking in 2002
• Headed the group for the past 6 years
• Completed many transactions including divestitures, acquisitions, management buy-outs and private placements of debt and equity
• Prior to joining CIBC, Trevor worked for 12 years with an international accountancy firm in their corporate finance and audit groups in Canada and the UK
• Chartered accountant designation
• Offices in Toronto, Montreal, Vancouver, Calgary and Edmonton.
• Provide M&A advice and deal execution targeted at privately-owned
Canadian companies.
• Typical transaction sizes range from $10 - $100 million.

Tel: (905) 829-5757 x124 jsparaga@sparacapital.com
• President and Founder of Spara Capital.
• Explain the role of Investment Bankers in Mergers
& Acquisitions
• Chartered Accountant by training.
• Highly-entrepreneurial and an experienced deal professional in both M&A and financing.
• Past President of the Toronto Chapter of the
Association for Corporate Growth (ACG).
• Board member of several public companies.
• Member of CEO Global Network
• Boutique investment bank and merchant banking firm based in Oakville combining Bay Street Expertise and a Main Street Approach.
• Focused on mergers and acquisitions and financings for mid-market private and public, entrepreneur-led businesses.
• We fight for entrepreneurs and take pride in our professional tenacity.

Tel: (416) 815-4984 jberenstein@kilmercapital.com
• Principal with Kilmer Capital Partners
• Joined Kilmer in 2002
• Explain Private Equity and what’s important to them
• Responsible for new deal origination, investment execution and management
• Experience with buy-outs, buy-ins, recaps and growth capital investments
• Prior experience as a VP at Deloitte working in
Transaction Services
• Association for Corporate Growth Board member
• Chartered Accountant and M.B.A.
• A leader in private equity investments in small to mid-sized businesses undergoing periods of rapid growth, significant change or ownership transition
• Funding for management buyouts
• Growth capital for entrepreneurs with a vision

• Getting Ready to Deal – Preparedness
– Successes, Roadblocks, War Stories
• What to expect? (Goals, Timing, Results)
Ontario Greenways Inc.
Divestiture Timeline
Month 1 Month 2 Month 3 Month 4 Month 5
Phase 1 - Assessment and Preparation
Research and Planning
Preparation of Marketing Materials
Preparation of Buyer list
Phase 2 - Marketing and Negotiation
Marketing and Management meetings
Negotiating and Finalizing LOI
Sign Non-Binding Letter of Intent
Phase 3 - Due Diligence, Docmentation and Closing
Negotiation & Due Diligence
Sign Purchase Agreement, Close and Funding
Month 6

– Market Conditions (Supply & Demand for Capital) ?
– Multiplier (x EBITDA or x Revenue) ?
– Strategic or Financial Buyer ?
– Platform or Add-on Investment ?
– Payment Types (Cash, Vendor Note, …) ?
– Seller’s Goals (Exit or Change) ?

• Richard Rémillard , Executive Director
– Canadian Venture Capital Association (CVCA)
• Tel: (416) 487-0519 rremillard@bellnet.ca
• Trevor Gough , Managing Director
– CIBC Mid-Market Investment Banking
• Tel: (416) 980-7341 Trevor.Gough@cibc.com
• Jason Sparaga , President
– Spara Capital Partners Inc.
• Tel: (905) 829-5757 x124 jsparaga@sparacapital.com
• Jason Berenstein, Vice President
– Kilmer Capital Partners
• Tel: (416) 815-4984 jberenstein@kilmercapital.com