Matheson Financial Advisors, Inc.
September 7, 2008
Representative Transactions
Representative Transactions
Below is a representative list of investment banking and financial advisory engagements that resulted in a successful transaction on behalf of our clients:


Recent M&A Transactions


RHL Design Group, Inc. (Petaluma, CA) has been acquired by Stantec, Inc. (Edmonton, Canada)
March 2008 - Matheson Financial Advisors represented RHL Design, a multi-office western U.S., 180-person retail focused program management and A/E firm in the acquisition by Stantec. Matheson Advisors initiated and negotiated the transaction as M&A Advisor to RHL and its owners. Other services provided included longer term strategic consulting, marketing, valuation, deal structuring, and closing assistance. The transaction provided liquidity to RHL shareholders while also providing a strong growth platform for RHL’s retail-focused business.
http://www.stantec.com/news.html#news77

Hill Glazier Architects, Inc. (Palo Alto, CA) has merged with HKS Architects, Inc.
May 2007 - Matheson Financial Advisors acted as M&A advisor to the shareholders of Hill Glazier, a 40+ person high-end hospitality design firm, in the acquisition of shares by HKS Architecture, bringing HKS to about 1,200 people. Matheson Financial Advisors provided valuation, deal structuring, and negotiation assistance to Hill Glazier in support of the transaction initiated by The Coxe Group (www.coxegroup.com).
http://www.hksinc.com

Atwell-Hicks, Inc. (Ann Arbor, MI) acquired HEC Engineering, LLC (Phoenix, AZ).
May 2007 - MFA provided valuation consulting to 500 - person firm Atwell Hicks in their acquisition of 100-person HEC. The acquisition represents Atwell-Hicks' first expansion into the Southwest and supports the firms strategic geographic expansion of its land development services. http://www.atwell-hicks.com/user_area/press_releases/Atwell.HEC.Merger2007.pdf

Fleis & Vandenbrink Engineering, Inc. (Grand Rapids, MI) acquired the stock of Gove Associates, Inc. (Kalamazoo, MI)
July 2006 - Matheson Financial Advisors acted as financial advisor to Fleis & Vandenbrink providing valuation and deal structuring advisory services http://www.fveng.com/pages/companyinfo/02latestnews.htm.

KTA Group, Inc. (Reston, VA) acquires Tennessee-based MECA Engineering, PC
April 2006 - Matheson Advisors provided valuation and deal structuring services to KTA http://www.ktagroup.com/news.shtml

V3 Companies, Ltd. acquires Phoenix-based Landmark Engineering, Inc.
January 2006 - Matheson Advisors provided valuation, deal structuring, and negotiation assistance to Woodridge, IL-based V3 Companies, Ltd http://www.v3co.com/pressrelease.asp?PRID=22

Wilcox Associates, Inc. (Cadillac, MI) acquires Arizona- based Gilbertson Associates, Inc.
October 2005 - Matheson Advisors provided valuation and deal structuring assistance to Wilcox Associates for its growth in the Phoenix land development and civil engineering http://www.wilcoxassociates.com/subpages/news.asp?intNewsID=47

MBT Architecture was acquired by Perkins & Will, Inc.
October 2005 - Matheson Financial Advisors negotiated the transaction on behalf of MBT Architecture, including valuation and deal structure http://www.perkinswill.com/news/newsarticle.aspx?id=157

Lawler Matusky & Skelly Engineers, LLP (Pearl River, NY) was acquired by HDR, Inc.
May 2005 - Matheson Financial Advisors provided valuation and valuation negotiating services as financial advisor to LMS http://www.hdrinc.com/8/34/1/default.aspx?entry=180

McGuire Environmental Consultants, Inc. (Santa Monica, CA) was acquired by Malcolm Pirnie, Inc.
March 2005 - Matheson Financial Advisors acted as valuation and financial advisor negotiating the transaction on behalf of MEC http://www.pirnie.com/aboutus_news_rs.cfm?NewsID=171

Cathcart Garcia von Langen, Inc. (Lake Forest, CA) was acquired by HDR, Inc.
May 2004 - Matheson Financial Advisors acted as financial and valuation advisor to CGvL http://www.hdrinc.com/8/34/1/default.aspx?entry=15

Geo-Hydro Engineers, Inc. (Norcross, GA) and Baseline Engineers, Inc. (Athens, GA)
October 2003 - Acted as financial advisor to both firms in their simultaneous merger, founder-buy-out, and stock expansion effort*

CCS Planning & Engineering, Inc. (San Jose, CA) was acquired by TY Lin International, Inc.
October 2003 - Financial advisor providing marketing and negotiating the transaction on behalf of CCS*

Environmental Strategies Corporation (Reston, VA) was acquired by Quanta Capital Holdings, Ltd.
September 2003 - Financial advisor providing valuation and negotiation services on behalf of ESC*

Holland-Lessard Group (Washington, DC) was acquired by the Lessard Architectural Group, Inc.
May 2003 - Financial advisor providing valuation and negotiation services to HLG*

Terra Mar, Inc. (Dallas, TX) was acquired by U.S Laboratories, Inc. (NASDAQ: USLB)
May 2002 - Financial advisor providing valuation services, marketing, and negotiating the transaction on behalf of Terra Mar*


Recently Initiated ESOPs


200-person Civil Engineering and Land Planning Firm (Florida)
September 2006 - Initiated and valued new ESOP and firm recapitalization

Private 30+ Person Architecture & Interiors Firm (Massachusetts)
December 2006 - Initiated, co-managed, and valued new Employee Stock Ownership Plan

Private 20+ Person Consulting Engineering Firm (New Hampshire)
September 2006 - Initiated, co-managed, and valued new Employee Stock Ownership Plan

$75 million Calendered PVC Plastic Building Products Company (Pennsylvania)
January 2006 - Financial and valuation advisor to independent transaction trustee for 100% ESOP buy-out

Private 40+ Person Federal Programs Environmental Engineering Firm (Maryland)
February 2006 - Financial and valuation advisor for Management Buy-Out and ESOP transaction

Private Mechanical Contractor/Design Firm (Florida)
February 2005 - Valuation of new Employee Stock Ownership Plan

Private 30+ Person Consulting Engineering Firm (North Carolina)
January 2005 - Valuation of new Employee Stock Ownership Plan

Private 100+ Person Specialty Engineering Firm (Virginia)
December 2004 - Establishment and valuation of new Employee Stock Ownership Plan

Private 400+ Person Consulting Engineering Firm (Florida)
February 2003 - Initiated, co-managed, and valued new Employee Stock Ownership Plan*

Helicopter Services & Contracting Firm (Pennsylvania)
February 2003 - Initiated, co-managed, and valued 100% buy-out by a new Employee Stock Ownership Plan*

Private 300+ Person Consulting Engineering Firm (Nebraska)
January 2002 - Initiated, co-managed, and valued new Employee Stock Ownership Plan*


Recent Stock Expansion Plans/Ownership Transitions


Private 130+ Person Geotechnical Engineering Firm (Alabama)
January 2008 - Developed successful stock expansion program and offering that resulted in transfer of 20% interest from founder to 16 key employees at three levels of ownership (principal, senior associate, and associate).

Private 60+ Person Architecture Firm (New Jersey)
March 2006 - Design, valuation, programming, and management of ownership expansion stock offering

Private 15+ Person Consulting Engineering Firm (Maine)
February 2006 - Design, valuation, programming, and management of ownership expansion stock offering

Private 20+ Person Consulting Engineering Firm (New Hampshire)
December 2005 - Design, valuation, programming, and management of ownership expansion stock offering

Private 20+ Person Architecture Firm (California)
February 2005 - Design, valuation, programming, and management of ownership expansion stock offering

Private 30+ Person Architectural Design Firm (Washington, DC)
February 2005 - Design, valuation, programming, and management of ownership expansion stock offering

Private 160+ Person Consulting Engineering Firm (California)
May 2003 - Design, programming, and management of ownership expansion stock offering*

* Colvin Matheson initiated, successfully managed and negotiated, and/or provided valuation services for these clients and transactions while serving as leader of another consulting firm's financial advisory services group through December 2003


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