2012 Mergers & Acquisitions FORUMCapital Strategies for the A/E/C Industry

HOSTED BY

GOLD SPONSORS

Trump International Hotel & Tower Chicago, Illinois

June 6 – 8, 2012

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Welcome to the Matheson Financial Advisors’ 2012 M&A Forum: Capital Strategies

for the A/E/C Industry. We hope that you enjoy your time here in Chicago.

There is nothing like developing knowledge and a stronger skill set through real

life war stories of experts who have been there. Our inaugural forum for the A/E/C

industry is designed to make you smarter as you approach decisions regarding

M&A or consider ESOP or private equity alternatives. We are excited about the

growth prospects in the industry and want to leverage and improve your ability to

get deals done and make the right strategic decisions.

With the global market facing high levels of uncertainty, and with what some

regard as the most important general election in several generations, it is absolutely

imperative to have the right information when evaluating capital strategies. After

this Forum, you will be more knowledgeable on all aspects of these strategies,

including valuation, structuring, governance, and integration. We are confident that

you will return to the office better armed to face the important choices you will

make in the future.

Thank you for taking time out of your busy schedule to join us here in Chicago.

Regards,

Welcome

Colvin T. Matheson, CFAManaging DirectorMatheson Financial Advisors, Inc.

David S. Cohen, Esq., ASAManaging DirectorMatheson Financial Advisors, Inc.

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WEDNESDAY, JUNE 6 4:00 - 6:00pm � � � Registration � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Foyer

6:00 - 7:00pm � � � Opening Cocktail Reception SPONSORED BY PLANTE & MORAN, PLLC � � � Grand Foyer

7:00 - 9:00pm � � � DINNER WITH KEYNOTE SPEAKER � � � � � � � � � � � � � � � � � � � � � � � � � � Grand BallroomThe Washington Reality — Looking Ahead to the 2012 Elections Tucker Carlson, Fox News Channel Journalist and Political Commentator // Fox News Channel Editor-in-chief // TheDailyCaller.com

9:30pm � � � � � � � � Fireworks on the Terrace, overlooking Lake Michigan � � � � � � � � � � � � � � � � � � Terrace

THURSDAY, JUNE 7 7:00 - 7:30am � � � Registration � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Foyer

7:30 - 8:45am � � � BREAKFAST WITH KEYNOTE SPEAKER � � � � � � � � � � � � � � � � � � � � � � � Grand BallroomSTV — An ESOP StoryPeter Knipe, CFO, STV, Inc.

8:45 - 9:00am � � � Break � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Foyer

GENERAL SESSION A9:00 - 10:30am � � Developing Effective M&A and

Capitalization Strategies � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Ballroom MODERATOR: Colvin Matheson, Managing Director, Matheson Financial Advisors, Inc. PANELISTS: Joe Hastey, Senior Vice President, STV, Inc. Robert Paulsen, Principal, AE Guidance, LLC./Former CEO of The PBSJ Corporation James Stephenson, Senior VP Corporate Planning & Development, TRC Companies, Inc.Whether you plan to be a buyer or a seller, it is critical that you approach your M&A strategy in an organized manner so as not to waste time and money chasing the wrong deals. This panel will cover how to be successful growing your firm through M&A and employing capital strategies that support the growth. We will discuss how companies can leverage and improve their ability to get deals done and make the right strategic decisions. And if you think you will be a seller either today or in the future, we will discuss how to approach that decision.

10:30 - 10:45am � Morning Refreshment Break � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Foyer

Schedule

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BREAK OUT PANEL #110:45 - 12:00pm � � The Boardroom: How M&A Changes the Game � � � � � � � � � � � � � � Grand Salon

MODERATOR: Laura Howard, Corporate Partner, MBV Law, LLP PANELISTS: Robert Gomes, President and CEO, Stantec Inc. Kathryn Sprankle, Principal Consultant, Sprankle Leadership Brad Strittmatter, President, Olsson AssociatesShould a board act differently in a merger or acquisition situation? How can directors assure that they meet their fiduciary duties? What is the “business judgment rule” and how does it protect directors? In this session, we will discuss the board’s legal responsibilities — generally and specifically, when presented with a merger opportunity. We will also touch on preparing a company for acquisition, from the board’s perspective.

BREAK OUT PANEL #210:45 - 12:00pm � � ESOPs: Making Value Easier � � � � � � � � � � � � � � � � � � � � � � � � � � � � Skyline Room

MODERATOR: Bob Massengill, Managing Director, Pilot Hill Advisors LLC PANELISTS: Vaughn Gordy, Chairman and CEO, GreatBanc Trust Company Mary Beth Gray, Partner, Kleinbard, Bell & Brecker, LLP Peter Knipe, CFO, STV, Inc.Join this panel to learn about the corporate finance techniques of creating value by using an ESOP. We will discuss how companies owned 100% by an ESOP pay no federal or (most) state taxes. This substantial expense savings initially is used to repay the ESOP buyout debt, but, thereafter provides “free” capital for internal or external growth. Nearly 300 companies across the US are now competing without the burden of taxation, a significant competitive advantage. Learn the subtleties of acquiring companies as an ESOP company, including pointers for preparing an offer as well as due diligence; and also learn how, if properly structured, the ESOP can reduce capital costs and therefore make external acquisitions less costly. This translates into higher bidding capacity or lower IRR for the target.

12:00 - 1:30 pm �� LUNCHEON WITH KEYNOTE SPEAKER � � � � � � � � � � � � � � � � � � � � � � � Grand BallroomThe Stantec Growth StoryRobert Gomes, President and CEO, Stantec Inc.

GENERAL SESSION B1:45 - 3:15pm � � � Getting to “Close”: Valuation, Negotiation, and

Deal Structuring � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Ballroom MODERATOR: Colvin Matheson, Managing Director, Matheson Financial Advisors, Inc. PANELISTS: Eric Chen, Senior Vice President, Corporate Finance, AECOM Technology Corporation Bjorn Morisbak, Vice President, Stantec Inc Kevin Pottmeyer, Chief Strategy Officer, Kleinfelder Once you have identified your transaction partner and both parties are comfortable with the cultural and strategic fit, the process moves to the financial and investment banking concepts of valuation, negotiation, and deal structuring. This panel will lead a

…THURSDAY, JUNE 7 Schedule

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…THURSDAY, JUNE 7 discussion related to the current valuation metrics and processes as we move further away from the Great Recession. In addition, the panel will review the art of negotiation and the current trends related to deal structures and purchase consideration price from both a buyer and seller perspective.

3:15 - 3:30pm � � � Afternoon Refreshment Break � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Foyer

BREAK OUT PANEL #33:30 - 4:45pm � � � Private Equity: Outside Capital to Support Your Strategy � � � � � � Grand Salon

MODERATOR: Scott Cobb, Principal, Matheson Financial Advisors, Inc. PANELISTS: Michael Decker, Principal, Wingate Partners Jay Hofmann, President and CEO, Trinity Consultants John Jastrem, Chairman and CEO, Callison Architecture Holding, LLCPrivate equity can be a source for capital for your firm as well as creating liquidity for shareholders. This panel will discuss the private equity model, how to use private equity as an ownership transition strategy, what private equity looks for in an investment, what to look for in a private equity partner, and the advantages and disadvantages of a private equity investment.

BREAK OUT PANEL #43:30 - 4:45pm � � � Legal: Documenting the Deal-The Paper Chase � � � � � � � � � � � � Skyline Room

ROUND TABLE MODERATORS: Bill Mandel, Founding Partner, MBV Law, LLP Laura Howard, Corporate Partner, MBV Law, LLPOnce the price and basic terms of the deal have been agreed to in concept and principle, it’s time to document it. The panel will discuss how to identify the red flags as well as the latest developments in hot spot issues, such as earn-outs, claw-backs, and indemnity limits. We will also discuss the importance of a well-crafted and detailed letter of intent, employment agreements, and acquisition agreements, along with the related schedules and exhibits that correspond with due diligence.

5:30 pm � � � � � � � Buses Leave Trump Hotel Lobby for U�S� Cellular Field � � � � � � � Trump Tower Lobby

6:00 - 11:00pm � � Chicago White Sox vs. Toronto Blue Jays � � � � � � � � � � � � � � � � U�S� Cellular FieldFood, beverages, and a great ball game!

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FRIDAY, JUNE 8 7:45 - 8:30am � � Networking Breakfast � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Ballroom

GENERAL SESSION C8:45 - 10:15am � � Integration: The Measure of Success � � � � � � � � � � � � � � � � � � � � � Grand Ballroom

MODERATOR: David Cohen, Managing Director, Matheson Financial Advisors, Inc. PANELISTS: Will Ditzler, President, Cardno JF New Ray Kogan, President, Kogan & Company, LLC Galen Meysenburg, Company Controller, HDR Engineering, IncThe M&A process is challenging, and many leaders believe that the hard work is done when the transaction is complete. But it’s just the beginning of the critical integration phase, in which the stage is set for long-term success. This general session will feature a panel of battle-tested M&A insiders from firms with significant deal experience, including dozens of strategic acquisitions. The panel will offer both a buyer and seller perspective on the integration of the firm including identifying synergies, human resources, marketing and business development, and financial and organizational Issues.

10:15 - 10:30am � Morning Refreshment Break � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Grand Foyer

BREAK OUT PANEL #510:30 - 11:45am � Tax and Accounting: Managing the Tax Impact of the Deal � � � � Grand Salon

MODERATOR: Dennis Graham, Lead Partner, Plante & Moran, PLLC PANELISTS: Joseph Dailey, CFO, Perkins + Will Matthew Denman, Associate, Plante & Moran, PLLC Jeffrey Schreier, CFO and Principal, Thornton TomasettiA complete and effective tax due diligence and structuring program is critical to the success of every transaction. Analysis of known and hidden tax liabilities, effective entity structure, and optimal tax transaction form (Asset vs. Stock) can help make a transaction a success or create landmines that will doom it to failure. We will feature professionals with due diligence, tax structuring, and CFO experience. They will discuss key aspects of managing the tax impacts of transactions pre- and post-deal and from both the buyer and seller’s perspective.

BREAK OUT PANEL #610:30 - 11:45am � Protecting the Deal — Insurance and Risk

Strategies for M&A � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � Skyline Room MODERATOR: Dan Knise, President and CEO, Ames & Gough PANELISTS: Douglas Hamilton, National Construction Risk Specialist Lexington Insurance Company Michael Heatwole, Executive Vice President, Ames & GoughThe panel will discuss what buyers and sellers need to have in place to properly insure against risk in a merger or acquisition transaction. We will discuss actual cases where claims arose out of uninsured risks and how firms can guard against this. The panel issues will then discuss the types of insurance that both the buyer and seller will need to have in place to protect the transaction. Finally, this session will compare insuring the risks of an asset only purchase to that of a stock deal.

12:00 - 1:30pm� � LUNCHEON WITH KEYNOTE SPEAKER � � � � � � � � � � � � � � � � � � � � � � � � Grand Ballroom“A Global Economic Perspective and How It Affects Your Business” Andrew Busch, Global Currency and Public Policy Strategist, BMO Capital Markets

Schedule

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HOSTED BY

Gold Sponsors

Ames & Gough is a nationally recognized insurance and risk management specialist serving the needs of architects, engineers, other construction professionals; as well as law firms, and not–for–profit associations. They specialize in providing professional liability, general liability, workers compensation, auto liability, and umbrella liability policies. www.amesgough.com

MBV Law, LLP is a results–oriented law firm that has served as trusted business and litigation counsel to companies and entrepreneurs in the San Francisco Bay Area for over 25 years. MBV offers seasoned business judgment and specialized legal expertise in Corporate, Business, Architecture and Design, Labor and Employment, Real Estate, Food and Beverage, and Intellectual Property law, and Commercial Litigation. www.mbvlaw.com

Pilot Hill Advisors LLC is a specialized investment banking and ESOP advisory firm that develops and implements transition strategies for private companies that include management and employee ownership. Their areas of expertise include internal ownership transition consulting, ESOP feasibility and transaction analysis, ESOP and Management Buyout planning and execution, the private placement of senior, junior and equity capital for ESOPs, MBOs, and M&A transactions.www.pilothilladvisors.com

Plante & Moran, PLLC is among the nation’s largest certified public accounting and business advisory firms, providing clients with tax, audit, risk management, financial, technology, business consulting, and wealth management services. Plante & Moran has a staff of more than 1,600 professionals in 21 offices throughout Michigan, Ohio, and Illinois, with international offices in Shanghai, China; Monterrey, Mexico and Mumbai, India. Plante & Moran has been recognized by a number of organizations, including FORTUNE magazine, as one of the country’s best places to work.www.plantemoran.com

Building Success by Building Shareholder Value

www.mathesonadvisors.com

Corporate Finance Advisors Serving the Design, Construction, and Environmental Consulting Markets

Corporate Finance and Valuation Specialists

• Independent Business Valuations

• Ownership Transition Planning

• Mergers and Acquisitions Representation

• Shareholder Value/Capitalization Analyses

• Financial Management Consulting