2018 Outlook: Key Considerations for the M&A Middle Market for the New Year

fireworks.jpgSteven T. Lawrence, a business lawyer at Milligan Lawless, recently had the opportunity to speak with John Waldock, Director of Transaction Services with Eide Bailly, to discuss the climate in the middle market M&A environment for 2018.

Steve: Could you describe the transaction advisory services your team provides?

John: At Eide Bailly we provide primarily sell-side M&A advisory to middle market entrepreneurs. We define the middle market as businesses with enterprise value between roughly $15 million on the low end until about $500 million on the high end. Our client base tends to be split with approximately 60% being existing Eide Bailly clients and 40% are referrals of third-party clients. Beyond sell-side M&A services, we also provide buy-side due diligence and quality of earnings reviews. Whether that be an entrepreneur looking to buy a business and conduct due diligence or a private equity group during their acquisition process, we offer expertise by conducting a thorough review of the target company’s earnings, working capital, etc. Lastly, on a case-by-case basis, we will provide buy-side advisory services where a client has a specific target acquisition in mind and is looking for assistance in terms of negotiating valuation and a Letter of Intent, as well as structuring the transaction. That said, the majority of our practice is focused on sell-side M&A and buy-side quality of earnings review.

Steve: How do you find buyer interest in the middle market today? From your perspective, is the market hot, cold?

John: Certainly right now the M&A market in general is very strong. In the middle market, specifically, I’d say, it’s near record levels. In our processes, we are seeing very impressive levels of competition for quality assets and not only from strategic or industry buyers, who have seen a number of years of growth and impressive cash flow, but also from private equity firms. Regarding private equity, there are more groups than ever with more capital than ever. If a client or an entrepreneur has a strong business, there will be a very healthy appetite and a lot of competition. So, overall the M&A market continues to be very strong and shows no signs of slowing.

Steve: What’s the one thing you would recommend that clients do before engaging you as an advisor? Is there something they can do from a process standpoint or from an internal assessment standpoint, or maybe it’s an action internally?

John: I would say that the most important planning effort is really conducting honest, self-due diligence for lack of a better term and really trying to step back from the business and view it from the perspective of the buyer. Many of our clients tend to be at the 1,000 foot level, but I advise them to step back to the 30,000 foot level and put themselves into the shoes of the buyer and try to understand what the buyer is going to be looking at and trying to make certain that there won’t be any surprises, as any serious buyer will perform extensive due diligence prior to a transaction closing. Any surprises in the due diligence phase can have adverse impacts to a deal, but by stepping back and conducting your own due diligence you can really identify any potential issues that could be perceived as a negative. Also, apart from just trying to identify negatives, you want to make sure that the business is well positioned for the next buyer. By that, I mean if a client is hoping to sell the business and retire, you need to have a strong successor plan in place that you will also have plans for continued growth. Ultimately, the buyer is buying the future and the key assets of the business, with one of the most key assets being the employee base. So making certain that you are thinking about what it is the buyer will actually be buying and making sure that you are in a position to deliver the best package or opportunity, if you will, is very important work and strategy to consider in advance of the process.

Steve: Yes, that makes sense. That is great advice. What do you see is the biggest deal killer in the marketplace today?

John: We are not seeing a lot of deals get killed. Where we do see them run into issues, however, is mostly not doing the things that we just talked about. In particular, on the financial side. Where we often see the largest issues – whether they result in a deal being killed or simply a deal being significantly renegotiated—it is throughout the diligence process where the seller’s financials aren’t in order. Oftentimes clients don’t have strong internal controls in place. I’m not suggesting that you necessarily need an audit, but some level of third party review of the financials is very helpful because in due diligence, that could become a key issue. Similarly, making sure that there aren’t any issues with the employee base as we talked about because, again, that is the most important asset that a buyer is getting as part of the deal are talented individuals and making sure that throughout the diligence and moving into the transition phase of a transaction they continue with the business.

Steve: What do you think about the outlook for 2018? Do you think it is positive? Do you think there are factors such as interest rate increases that will impact the middle market for M&A transactions?

John: So for 2018, everything that we are seeing at the moment points to continued strength in the M&A market. Certainly, I think there is a belief that interest rates will trend higher, however, they are still at historic lows or relative historic lows. As a result, I really don’t expect that to have an impact on deal volume or deal appetite. Where it could start to have an impact is on deal valuations. But again, there continues to be so much cash on the sidelines for both strategic buyers and private equity groups. All of that capital needs to be put to work. I expect the market will continue to remain strong.

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John Waldock provides mergers, acquisitions, divestitures and other strategic transactions services with private company clients including manufacturing, distribution, consumer product, transportation and logistics, energy, oil and gas, and industrial industries. He has over 20 years’ experience advising middle market entrepreneurs and private equity clients on mergers and acquisitions, and on public equity offerings. Clients can expect that John will be available whenever needed during an engagement to make certain that together, he and the client achieve a tremendous result and do everything possible to exceed expectations. Outside of work, John enjoys spending time with his family traveling, downhill skiing and golfing.

John can be contacted at 612-253-6523.

Steven T. Lawrence is a Shareholder with Milligan Lawless. Steven is a business lawyer. Steve’s practice focuses on the legal and business needs of companies and individuals. Steve handles every aspect in the life of a company from start-up and formation to operations matters and agreements to company acquisitions. Steve has extensive experience in a wide range of corporate and transactional matters, including mergers and acquisitions, licensing, securities offerings, entity formation and business structuring. Prior to joining Milligan Lawless, Steve was a shareholder at a large Phoenix-based firm, served as Corporate Counsel to SkyMall, Inc., and was Associate General Counsel to JDA Software Group, Inc. He began his legal career as a Judicial Clerk to then Chief Judge Thomas C Kleinschmidt of the Arizona Court of Appeals. Steve is listed in Best Lawyers in America for Corporate Law and Chambers USA for Corporate/M&A Law. Steve holds a J.D. With Distinction from the University of the Pacific McGeorge School of Law, Master of Laws (LL.M.) in Health Law from Loyola University Chicago, a M.B.A. from the W.P. Carey School of Business at Arizona State University and a B.S. in Business Administration from California State University, Sacramento.

Steve can be contacted at steve@milliganlawless or 602-792-3536.

Strategies for the Middle Market CEO Considering a Sale

Mergers-and-Acquisitions-Insurance-1011Steven T. Lawrence, a business lawyer at Milligan Lawless, recently had the opportunity to speak with Michael R. Starkle, Managing Director at Timepiece Capital, to discuss considerations for a middle-market company coming to a point of sale.

Steve: When you are looking at a prospective target, is there one aspect of the business that gets you excited, other than financial performance? Obviously, financial performance is likely your first criterion but, beyond that is there something that you would say we look for this when we look at a prospective acquisition?

Mike: I think the thing that I would say about that is it is something that I would call “deal dynamics” which first and foremost means to me: Is there a good reason for a transaction to be happening in the first place? When we are looking at a target, obviously that’s the first question that comes to mind. Why are you selling your company or doing a transaction? Frankly, a lot of times it is not for a great reason. We are looking for a good rationale for sale. Another characteristic that I would put in the “deal dynamics” bucket is the issue of continuity. Is there a prospect for good management continuity after the sale? Obviously, that can mean a lot of different things. Sometimes when we are getting involved with a business, the owner is ready to step away and retire, step away and sell the company. But, if that is the case, it would be great to see somebody on the management team that’s either capable of taking the lead spot or a good enough operating person that you feel comfortable going forward that even if you have to bring in a new CEO or lead person you’ve still got a nice team in place that knows the industry, the business, the institutional history, all of those things. Unless it is a turnaround situation, you do not have a big break with the company’s past. We also like to see somebody have skin in the game. Now, again, that does not have to be somebody that was at the business before we got involved. But, that does help the deal dynamic if either the current owner or somebody in the ownership group or somebody on the management team continues to have some economic equity or skin in the game after the transaction. That goes a long way towards making us comfortable. I group all of those things into what I would call “deal dynamics” and say that that’s a key piece of what we are looking for when we are looking at a business. We are looking for a good business, as you said. We are looking for a good financial performance, good prospects for future performance, but the deal dynamics are very important to us as well.

Steve: What are you seeing as the biggest kill the deal factors today? Are there items for which you say – that’s too high a risk for us to get involved in or just that’s not going to work moving forward?

Mike: I will group this into a few different categories, too. One of them is unique to where we are today and two of them are just constants. That one that I think that is a little bit more unique to our environment today relates to cyclicality. Are you at a cyclical peak in an industry? A lot of industries, as we know, go through natural cycles. We understand that and factor that into our thinking. You are always asking yourself: is this an industry that seems like it is at a cyclical peak right now, or is this an industry that seems to still have some runway? So that is one that is unique—whether it is today or some other period in time—that is unique to a timeframe and to a specific industry. I would say that the other two that are always floating around relate to customer concentration and company performance during the deal process. If there is a lot of customer concentration, it almost invariably makes a deal very difficult to do for a buyer like us. In those cases, oftentimes a strategic acquirer, someone who is already in the industry, usually makes more sense. And then the other big one relates to performance. Once we get involved, is there a performance miss during the negotiation and diligence process? As a seller, you always want to have momentum through the whole sales process. So, if you are all of a sudden missing your budgeted numbers and starting to stumble a little bit during the sale process, that is one of the things that will get in the way of a deal getting done successfully. Those are the three things I would throw out there.

Steve: Are valuations too high today? In our practice, in the fourth quarter of 2016 and first quarter of 2017, we have seen some historically high valuations, maybe even “frothy.” Good companies are commanding high multiples—in some instances historic multiples. What is your perspective? Have we reached the peak? Is it too high?

Mike: Sure. Great question. I definitely agree that valuations are high right now, but I think they have been high for a while. It has been a sellers’ market for a number of years from our perspective – certainly that has continued. Part of the reason for that is that interest rates are low. Many of the buyers that are out there that are looking at these types of companies are very sensitive to the availability and cost of debt when they are structuring a deal. That makes it easier to legitimize high prices when you can get really inexpensive capital to finance a deal. So, I do not know if they are too high, but it is certainly a sellers’ market. I think anybody that is a potential seller or company owner that is thinking about a transaction would be well served to think long and hard about an exit in the near term here as opposed to waiting. I do not think there is much reason to believe that valuations are going to go higher than where they are today. I guess in that sense, we might be near a peak. I am not predicting some sort of massive decline in the next year or so, but you never know. It is certainly an opportune time to sell if somebody’s inclined to think about that in the near future.

Steve: What advice would you give a CEO thinking about making a sale and beginning to prepare for the acquisition process that you wish they knew at the beginning?

Mike: One of the things I would say is I would refer back to the answer of the first question which is deal dynamics.   That is an area where an owner does have more control to prepare a company for a good sale process if they can make sure that there is a good transition plan in place. Do you have the right team in place to ensure good continuity and future performance? You don’t want to hire somebody two weeks before you go to market with your company if you’re trying to make sure that the management team is in place to take the company into the future. Making those types of necessary hires at least a year in advance of the sale process makes a lot of sense. It is going to show that those people are up to speed and capable of carrying things forward once the owner steps back. That is a big part of it. Have a management team that’s ready and capable of taking the company forward. Also, it is a difficult to time these things so you always want to leave some opportunity on the table for the next buyer. Sometimes people tend to try and sell at what they see as the absolute peak of their business. That makes it a lot harder to get a buyer comfortable that there is still a good growth story, a good growth opportunity in front of them. The other one—not everybody does this—but one of the other things that frustrates us as buyers is when we see companies where the owner calls out a lot of add backs to their earnings to try and justify a high valuation. This is especially challenging if it is a situation where an owner runs a lot of personal expenses through the business and they are trying to get credit for those being added back at the eleventh hour. For anybody that is running a lot of personal expense through their business, my advice is always to stop doing that well in advance of a sale process because the cleaner the books are, the less you have to explain and justify to a buyer, and the better off you are going to be. This will ultimately result in a smoother sale process. Those are the main things that I would tell somebody that is thinking about this type of a process in terms of getting ready.

Steve: As we look ahead to the remainder of 2017, give us your thoughts in terms of what you see as the outlook for the market for the remainder of the year. Now that the Trump Administration has settled in, seems like the markets have settled a bit and now looking at the M&A climate for the remainder of the year, what are your thoughts in terms of outlook?

Mike: I would not forecast any dramatic changes here in the near term. We are still in an environment where the economy is maybe slowly improving or at least not getting worse. I do not think that the debt markets are going away any time soon. I think that the one wild card right now, though, is tax reform. I am certainly not smart enough to predict how that is all going to come out. But, I think some of the things that are being considered could have impacts on pass-through entities or other different issues that might come into play when people are structuring and financing an acquisition. Those affects, I think, are still very much a question mark right now as nobody knows what will eventually get passed and enacted. I think there is some uncertainty in terms of how things may look in the future from a tax standpoint which, again, I think, means that for now, it’s probably a good time to try and get something done if you are ready to do it. I don’t see any reason to believe that the market is going to soften materially any time soon, but there is that one aspect of uncertainty out there that is still hard to predict.

Michael R. Starkle is a founding member of Timepiece Capital. Immediately prior to founding Timepiece, he spent two years as a Managing Partner with the buyout firm 17th Street Capital Partners. Mr. Starkle’s prior work experience includes investment banking stints at Tucker Anthony Sutro Capital Markets, Security Capital Group, and LaSalle Partners Limited. Mr. Starkle also spent six years as CEO of CRE Industries Incorporated, an investment vehicle for the acquisition, growth and disposition of two manufacturing and distribution companies. Mr. Starkle currently serves on the board of directors of all of the Timepiece portfolio companies. He graduated with honors from Harvard University.

Mike can be contacted at mstarkle@timepiececapital.com or 480-999-0259.

Steven T. Lawrence is a Shareholder with Milligan Lawless. Steve is a business lawyer with a practice focused on the legal and business needs of companies and individuals. Steve handles every aspect in the life of a company from start-up and formation to operations matters and agreements to company acquisitions. Steve has extensive experience in a wide range of corporate and transactional matters, including mergers and acquisitions, licensing, securities offerings, entity formation and business structuring. Prior to joining Milligan Lawless, Steve was a shareholder at a large Phoenix-based firm, served as Corporate Counsel to SkyMall, Inc., and was Associate General Counsel to JDA Software Group, Inc. He began his legal career as a Judicial Clerk to then Chief Judge Thomas C Kleinschmidt of the Arizona Court of Appeals. Steve is listed in Best Lawyers in America for Corporate Law and Chambers USA for Corporate/M&A Law. Steve holds a J.D. With Distinction from the University of the Pacific McGeorge School of Law, Master of Laws (LL.M.) in Health Law from Loyola University Chicago, an M.B.A. from the W.P. Carey School of Business at Arizona State University and a B.S. in Business Administration from California State University, Sacramento.

Steve can be contacted at steve@milliganlawless or 602-792-3536.

Key Insights on Hospital-Physician Pay-for-Performance Valuations

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Steven T. Lawrence, a healthcare transactions lawyer at Milligan Lawless, recently had the opportunity to speak with Alexandra Higgins, a Director at VMG Health, to discuss valuations of incentive compensation related to pay-for-performance arrangements.

Steve: What are the basic methodologies that you take into account when conducting a valuation of incentive compensation related to a pay-for-performance arrangement?

Alexandra: We typically consider the three generally accepted valuation methodologies for any valuation. These approaches include the Income, Cost, and Market. All three valuation approaches may not be applicable for certain types of compensation. For pay-for-performance (“P4P”) arrangements in particular, we do not utilize the Income or Cost Approach when valuing the incentive compensation component. The Income Approach is not typically utilized when valuing P4P incentive compensation due to healthcare laws and regulations, which historically have advised against the reliance on methods which consider technical revenue, or the volume and value of referrals. The Cost Approach is not typically utilized in the analysis of P4P incentive compensation due to the difficulty in estimating costs associated with improved quality outcomes without duplicating the cost to provide the clinical services.

It should be noted that if the P4P arrangement has other compensation components (such as physician administrative services, medical director services, non-clinical management services, or on-call coverage services), other approaches may be utilized.

Steve: Is there one approach that is better than others?

Alexandra: Based on the drawbacks to the Income and Cost Approaches, as previously discussed, the Market Approach is solely relied upon when valuing P4P incentive compensation. The Market Approach is often an accurate indication of FMV when the set of services or what is being measured is comparable to the market data points.

Steve: There is a lot of talk about further healthcare reform. Does that impact valuations for P4P arrangements?

Alexandra: One of the themes of healthcare reform is improving quality of care and cost efficiency. As the healthcare system moves from fee-for-services to value-based payments, there is increased activity in hospital/physician arrangements that incentivize providers to improve quality and/or reduce costs. Healthcare reform may not have a direct impact of the valuation methodologies, but with increased activities in third party payor P4P programs and hospital-based P4P programs (created in anticipation of future changes to reimbursement), it is important to stay informed with how payors, especially the government payors, are reimbursing and incentivizing based on improved outcomes.

Steve: What advice would you give someone in preparing to get a valuation started for a P4P arrangement?

Alexandra: It is important to have a draft agreement or draft term sheet prepared. Pertinent terms that need to be detailed include: the parties entering into the arrangement, term of the arrangement, services provided by each party, proposed compensation and compensation structure, and list of quality metrics or cost savings metrics. It is difficult, but not impossible, to begin a valuation without a clear understanding of what services are being provided and how will the responsible party be compensated for those services. It is also important that the parties entering into the agreement have agreed upon the services and metrics in the agreement prior to initiating the valuation process. If the services or metrics change throughout the valuation process, the valuation will most likely need to be updated and that could affect the value of the compensation.

Steve: Given the volume of regulatory enforcement, are you seeing more valuation activity for these sorts of relationships?

Alexandra: We are seeing an increased activity in P4P arrangements between hospitals and physicians. I think this is primarily due to the anticipated reimbursement changes. However, with recent regulatory enforcement, there is certainly a spotlight on hospital payments to physicians. Given the regulatory guidelines from Stark Law and Anti-Kickback Statute and the gray area of P4P compensation arrangements, many hospitals are engaging third party valuation firms to determine the fair market value of the P4P incentive payments to physicians.

Alexandra Higgins is a director in the Professional Services Agreement Division of VMG Health. She specializes in the valuation of wide variety of agreements and agreement structures, including: administrative fees (related to management and billing and collection services), physician executive compensation, co-management compensation, shared savings arrangements, and other pay-for-performance incentive compensation. Ms. Higgins’ dedicates a large portion of her practice to consulting and valuation services related to co-management, pay-for-performance payment models, and shared savings distributions for clinical integration networks. She has valued hundreds of arrangements with pay-for-performance components. Other recent experience includes the valuation of post-transaction joint venture management, billing and collection, and managed care contracting fees for a variety of medical facilities, including free-standing emergency departments, urgent care centers, ambulatory surgery centers, imaging centers, and cancer centers. Alex graduated Magna Cum Laude from Texas Christian University with a Bachelor of Science in International Economics. She has recently been published in HFM Magazine, American Bar Association, Compliance Today, Becker’s Hospital Review, and other. She has also presented numerous times at national healthcare conferences such as HFMA National Payment Summit, Becker’s Hospital Review Annual Meeting, AICPA Health Care Industry Conference, Becker’s Annual ASC Conference.

Alexandra can be contacted at alexh@vmghealth.com or 972-616-7823.

Steven T. Lawrence is a Shareholder with Milligan Lawless. Steve is a business and healthcare lawyer with a practice focused on the legal and business needs of companies and individuals. Steve represents physicians, physician practices, medical device companies, practice management companies and other healthcare providers. Steve has extensive experience in a wide range of corporate and transactional matters, including mergers and acquisitions, licensing, securities offerings, entity formation and business structuring. Prior to joining Milligan Lawless, Steve was a shareholder at a large Phoenix-based firm, served as Corporate Counsel to SkyMall, Inc., and was Associate General Counsel to JDA Software Group, Inc. He began his legal career as a Judicial Clerk to then Chief Judge Thomas C Kleinschmidt of the Arizona Court of Appeals. Steve is listed in Best Lawyers in America for Corporate Law and Chambers USA for Corporate/M&A Law. Steve holds a J.D. With Distinction from the University of the Pacific McGeorge School of Law, Master of Laws (LL.M.) in Health Law from Loyola University Chicago, an M.B.A. from the W.P. Carey School of Business at Arizona State University and a B.S. in Business Administration from California State University, Sacramento.

Steve can be contacted at steve@milliganlawless or 602-792-3536.

Middle Market Update: Answers from CP Capital Advisory Services Regarding the Middle Market Today

cropped-brd-advisors1.jpgSteven T. Lawrence, a business lawyer at Milligan Lawless, PC (www.milliganlawless.com), in Phoenix, Arizona, recently had the opportunity to speak with George Odden and Jordan Geotas, principals with CP Capital Advisory Services, LLC (www.commercialplus.com), to discuss the climate in the middle market M&A environment.

Steve: Describe for people reading this about the type of bid auction process you are involved in with your clients on the investment banking side.

George: Most of the processes that we see start as what you would call a typical three-step process: pre-marketing, marketing, and exclusivity periods. Rarely do they end up – particularly in the middle market and lower middle market – being that clean. And I’m sure, Steve, you’ve seen this many times before, you do the teaser, you do the confidential information memorandum, you ask for indications of interest, and then you bring a limited number of parties through due diligence and management presentations, ask for binding offers and then you narrow the field to one or two and ultimately select one to close. Having done both larger transactions and smaller, keeping the discipline of that process in the larger transactions – call it $500,000,000 or above — is actually quite simple. Occasionally, you will get someone to preempt. However on the smaller deals, the ones you are talking about, that discipline is much harder to keep. The buyers are more varied — you have wealthy individuals, corporations, private equity funds, and family offices — you need to be more flexible, ready to call an audible to either take it off the market, introduce more parties to the process, or something else. Jordan and I are working on one right now where we literally received an unsolicited offer as we were just starting to put diligence materials together, which was from probably the best buyer out there in terms of fit. Consequently, it may never go to market. You always have the intention of starting at what I call a normal process, but, in the lower end of the middle market, you just need to be ready to be flexible.

Steve: How do you find buyer interest in the middle market today? Is the market hot, cold, frosty? What are you seeing?

Jordan: We are seeing really strong activity and interest in the middle market. We see so much money still on the sidelines, so much financing still available. These minor little blips with the interest rate hikes haven’t really slowed anything down on the financing side. The leverage in transactions is quite high compared to historical leverages. So, everything is still hitting on all cylinders. It’s still a great time for people to be going to market. Transaction values are high, very high. All indicators are positive.

Steve: What is the one thing that you would recommend that clients do before engaging you as an investment banker? What is the one thing you wish if you could tell somebody, “Hey, before you come around and work on transactions with us, we wish you would have done this.” Is there such a thing?

Jordan: We are willing to work with people for a year or two, or even three years, in advance of taking them to market. We do not charge monthly payments and we do not charge retainers. We get invested with our clients. We will make sure they have the right tax advisors and legal advisors. We will make sure they have clean financials. We will make sure they have a good three to five year strategic plan. So, there is not anything we wish they did before they engaged us, because we are willing to be engaged at no cost, and well in advance to help prepare them so that they are maximizing value years ahead of when the transaction happens. That way, they get to know us and to see how much we care about them, how much we work with and for them, and all the value we can add along the way. So, when transaction time comes, the relationship is already there and we know their company so well that we can position it in the best possible light.

Steve: What do you see as the biggest deal killer in the marketplace today? What are you seeing that makes these transactions halt, or go away?

George: Usually, you can point to things like financing or the big thing coming up in due diligence. I have noticed an extreme sensitivity to having too much business with one customer. We have been engaged with a couple of businesses lately – and this happens to small companies – where there is an intense concentration with one or two customers. And we have found that individuals, PE funds, and even strategic buyers, are having a hard time getting over that mentally.

Jordan: I would agree completely. I was going to point to the traditional issues of undisclosed skeletons in the closet, misrepresentations or not achieving financial projections during the deal process. However, I would agree with George that the number one thing is customer concentration, and it’s probably because transaction values are so high and there is so much leverage being put on deals now. It could implode too easily if that one customer relationship suffered, since one or two make up 60% to 80% of the business in some companies with highly concentrated sales.

George:   Jordan touched on one [deal killer] that you certainly can’t ignore, which is the business not performing through the process. When you embark on a 6 to 12 month process, and you have set expectations for what the business is going to do during that period, and you substantially underperform those expectations, there is definitely a need on the part of the buyer to lower price. And, potentially, the seller wouldn’t accept that.

Steve: How do you see the middle market for Arizona businesses for 2017 and beyond given the new federal administration, given the interest rate climate, given the lending climate today? It certainly seems like we are in a good spot. How do you see that into the future?

Jordan: Actually, I think we are very optimistic – of course, cautiously optimistic – because we have been through a couple of cycles. But, cautious optimism says it stays strong, especially when you look at things like job growth in Arizona and how Arizona is predicted to be one of the best job markets over the next 3 to 5 years.

George: There are a lot of things we have going for us, right? Between the climate, relatively low state income taxes, this relatively business friendly environment, relatively low real estate costs, and relatively low property taxes, when you stack us up against other states nearby, there are a lot of reasons to be optimistic on a local level. There is clearly some uncertainty on a national level, but it feels like we are – as much as we can be – insulated from some of that within Arizona, and within Phoenix. This is a good place to do business, and it’s not over-crowded.

Jordan Geotas is a mergers and acquisitions advisor, licensed attorney, commercial real estate broker, and commercial mortgage broker. Jordan has been a licensed attorney since 1993. His practice focused on business formation issues, business and real estate transactions, and estate and tax planning. For the past ten years, Jordan has committed the majority of his time to advising business owners during the divestiture process. Jordan has also spent a considerable amount of time advising commercial real estate and commercial mortgage brokerage clients while at Commercial Plus Group. Jordan has a BA in Political Science and Philosophy from Rutgers College and a Juris Doctorate from Arizona State University. Jordan lives in Scottsdale, Arizona with his wife of over twenty years, Christyann, and their two teenage daughters, Anastasia and Constantina.

Jordan can be contacted at jordan@commercialplusgroup.com or 480-391-8800.

George Odden is a Principal with CP Capital Advisory Services, LLC. He has over twenty years of experience advising clients on transactions including mergers and acquisitions and capital raises. He has closed dozens of transactions, including sales of private companies, corporate divestitures, sales for and to private equity firms, as well as buyside advisory and debt and equity financings. George has focused almost exclusively on the aerospace and defense sectors through his career, establishing deep relationships among a diverse group of industry players from the largest multinational corporations to private equity firms, to small, privately held companies. Prior to joining CP Capital Advisory Services, George was a Managing Director with KPMG Corporate Finance based in Phoenix and also with Houlihan Lokey based in Los Angeles. George has worked for UBS and Dillon Read as an investment banker, and with Rockwell Collins and Honeywell in strategy and M&A roles. George started his career in the U.S. Navy, where he served on the USS Tripoli in support of Operation Desert Storm. George holds a BA from Cornell University and an MBA from Columbia Business School, and resides in Scottsdale with his wife and two children.

George can be contacted at george@commercialplusgroup.com or 480-391-8800.

Steven T. Lawrence is a Shareholder with Milligan Lawless. Steve is a business lawyer with a practice focused on the legal and business needs of companies and individuals. Steve handles every aspect in the life of a company from start-up and formation to operations matters and agreements to company acquisitions. Steve has extensive experience in a wide range of corporate and transactional matters, including mergers and acquisitions, licensing, securities offerings, entity formation and business structuring. Prior to joining Milligan Lawless, Steve was a shareholder at a large Phoenix-based firm, served as Corporate Counsel to SkyMall, Inc., and was Associate General Counsel to JDA Software Group, Inc. He began his legal career as a Judicial Clerk to then Chief Judge Thomas C Kleinschmidt of the Arizona Court of Appeals. Steve is listed in Best Lawyers in America for Corporate Law and Chambers USA for Corporate/M&A Law. Steve holds a J.D. With Distinction from the University of the Pacific McGeorge School of Law, Master of Laws (LL.M.) in Health Law from Loyola University Chicago, an M.B.A. from the W.P. Carey School of Business at Arizona State University and a B.S. in Business Administration from California State University, Sacramento.

Steve can be contacted at steve@milliganlawless or 602-792-3536.