Benchmark International

Thank you for your correspondence in this matter We are sorry that our client feels unsatisfied with Benchmark International especially as we pride ourselves on the high level of service we provide to our clients and the dedication of our team members in delivering this serviceMergers and acquisitions of businesses can be stressful, emotionally charged and challenging times especially in the lower mid-market which businesses tend to be owner operatedAt Benchmark International we aim to reduce the impact on a business owner’s day to day operations of their business and we are tough on ourselves if we ever fall short of the markWe have a proven track record of achieving for our clientsAt Benchmark International we have successfully facilitated hundreds of Transactions across numerous continents, generating billions of dollars for our clients Change is the only constant in a fast flowing businessAt Benchmark International we are constantly looking at how we can better our results; following our client’s complaint we have investigated their file and our processes to see where and if we can improve in futureWe have detailed our findings below On June 9th the client entered into a business to business written contract with our offices in order to market and facilitate a Transaction of the client’s businessPrior to entering into the contract the client sought independent legal advice in respect of the sameSince inception of the instructions we have executed the service obligations as detailed in the contract, which services include but are not limited to the following: Providing a Company Sales Brief to client which was completed and returned by the client on July 13, 2016; Collected various documents from the client in order to prepare an Information Memorandum and Teaser; Held weekly status calls with client; Executed a strategy that would take the client’s business to market in an expeditious manner, per the client’s request; Provided the client with a draft of a 19-page Information Memorandum and a single page Teaser document on August 1, 2016, only two weeks after the client’s return of the Company Sale Brief, which contained the basic information required to start the drafting of these documents; Continued to update the Teaser and Information Memorandum as the remaining key information was provided by the client; Worked with client and their team to revise drafts of the Information Memorandum and Teaser per their instructions; Prepared and delivered to the client a joinder to update our Terms of Engagement with the client’s associated entities relevant to the engagement but which were not disclosed to us at the time of initial contracting; Carried out desk research to identify initial prospects; Provided a summary to client of identified initial prospective acquirers; and Provided continuous access to the dedicated Deal TeamWhist [redacted] was the Deal Managing Director for this client she is supported and heads an experienced and dedicated Deal Team and is further supported by Benchmark International as a whole In response to the client’s’ specific allegations in their complaint: “ [redacted] (Managing Director) was not present on many of the calls and strategy sessions” Neither [redacted] nor any of our Managing Directions are mentioned either by name or title on the contractRather, Benchmark promotes the team concept and has developed specialized teams to deliver a tried and tested detailed processThe Benchmark employees that were present on many conference calls and sessions with the client operate under the direct supervision of [redacted] “The Teaser and Information Memorandum prepared by Benchmark were not of good quality, and we re-drafted both in an effort to bring them up to an acceptable level” The creation of these marketing documents is always a collaborative effort between Benchmark and its clientWhile Benchmark has extensive experience concerning the right materials to include in Teasers and Information Memoranda in order to obtain interest from the right type of potential buyer, many of our clients do not This expertise is one of the main reasons clients engage Benchmark A difference of opinion between our experienced team and this client as to how to use the written product to induce an initial level of interest is a matter of opinion not qualityBenchmark will continually work with a client until the client is are satisfied and comfortable with the marketing materials regardless of how long this element of the process may take “Benchmark presented us with a “targeted buyer list”, which included a generic sampling of companies, most of which had nothing to do with our industry” Part of Benchmark’s service involves explaining to clients that Benchmark will conduct a broad search for a “right fit” prospective purchaserThis is in fact a primary reason given by our clients for selecting Benchmark over our competitorsIt is therefore unusual that a client contests that Benchmark brought forth too many prospectsMost clients selling a businesses would be extremely pleased if their facilitators had both identified and was willing to incur the expense of reaching out to such a broad initial list Further, the statement that the list was “generic” is not accurateThese buyers were chosen as a result of a rigorous desk research process based on our history of prior relevant acquisitions, our membership in related trade organizations, the competitive nature of our business, and our previously announced company search criteriaIn Benchmarks experience, buyers often come from outside of a client’s industry which is precisely why Benchmark does not restrict its search to a single industryPreparing this initial list is a time consuming process involving both Benchmark’s proprietary extensive data base of buyers and our paid subscriptions to numerous online data basesLike most of its competitors Benchmark International operates on a predominately contingent basis employing expensive resource and expending significant personnel time in order to achieve a successful outcome for a client and thus earn our full commissionIt is not in our interest to incur the expense of reaching out to such a broad initial list of prospects if we did not feel that there was not possibility of a successful outcome “Benchmark made no attempt to address any concerns from the owners” Our correspondence file and online customer resource management system document numerous, repeated outreach efforts through both phone and emailThe last correspondence with this client (i.e., the one preceding the filing of the client’s complaint), was Benchmark’s multi-page direct responses to the client’s concerns and stated that Benchmark remained committed to working with the client and achieving a successful result “No introductions with potential buyers were made during this engagement” While it is Benchmarks primary goal to identify prospects for a client’s business our contract expressly states that the failure to identify any prospects does not constitute a breach of the agreementFor this client we did identify prospects and detailed them in the targeted buyers listNone the less, had we had the opportunity to fully market this client as opposed to receiving the premature termination notice, we have no doubt that we would have continued to identify further prospects and made introductions to potential buyers The client’s actions simply forestalled this possibilityDuring this initial preparation period the client had been engaged in our processThereafter, the client unexplainably decided that they wished to terminate the contract once we had the client’s opportunity ready for market and had provided the client a targeted buyers listAgain we have offered on numerous occasions to continue to work with the client, go live to market and effect introductions in an effort to achieve a successful outcome “I asked [redacted] if Benchmark had enforced that with client’s before and how it was applied in business relationships [redacted] replied that Benchmark had never enforced that clause against a client” In order to avoid these types of claims, our contract is written as a fully integrated oneThe contract contemplates the entire agreement between the parties and supersedes any prior discussionsHowever rather than simply hiding behind the contract, we have discussed the matter with [redacted] and are convinced that the discussions the client recalls either did not occur or were misunderstood, again the reason for having a written agreement [redacted] is an experienced member of our team and we have the ultimate confidence that this is neither part of his routine pitch nor something that occurred in this instanceWe find it unusual that our client, as experienced business owner who took advice from counsel prior to entering into our contract, would accept [redacted] ***’s verbal assurances that the clauses referred to by the client would not be enforced instead of insisting that the agreement be amended to reflect the verbal assurancesIt would be unreasonable to expect any facilitator not to stand behind the key protections of their engagement letter/contract, particularly the terms that prevent the facilitator from being potentially abused by clients who pay a nominal commitment fee and then avoid the meaningful success fee by gaining possession of the marketing materials and buyer lists Benchmark International’s engagement letter extends to our clients extremely generous termination provisions The client may terminate Benchmark International at any time - for any reason or no reason whatsoeverIt is precisely because of this open structure that we protect our interest with the referred to clauses When a client elects to terminate our services, in this particular client case; we have shared strategy, provided marketing materials, and provided a buyer list – but not yet had time to prove ourselves in the market – the referred to clauses are of particular importance For a matter of record, at the time of this correspondence, Benchmark International has not had the need to enforce the clauses referred to by the clientWe believe this is due not only to our commitment to service but also, in some part, because the clauses are in fact present in the agreementWere the clauses not there to protect us, we would undoubtedly have clients electing to terminate us at precisely this point of the engagement in order to avoid paying our success fee while still reaping a large part of the benefits of our contracted services and the sharing of our intellectual propertyHad this client been as concerned about these clauses prior to signing as they now appear to be in their complaint, they could have negotiated different termination provisions, a different allocation of the fees, or even some of the specific language in these two clausesThe client’s did not attempt to negotiate any such trade-offsHowever, they now desire to take advantage of the commitment fee being only a nominal amount and the termination clause being extremely generous, while simultaneously ignoring the offsetting provision that allowed them these favorable terms and conditions As the summary above demonstrates, we expended significant cost and personnel time toward the client opportunity and in fact still remain committed to assisting the client with their endeavorsThe client cited vague complaints about Benchmark International’s service but failed to state any specific breaches of the contract for us to addressWe do not provide these services free of charge, nor can we fully prepare a client’s opportunity for market and then allow them to carry on with the process, potentially using our materials and the insights gained from our process to contact buyers, many of whom would be on the lists we have prepared without us having any expectation of getting paid upon a successful transaction We again reiterate that we remain absolutely committed to the client in this Transaction and would much prefer to work through any issue that the client may have with Benchmark International and take their opportunity to market, achieve a successful outcome and be paid in the usual way We will again reach out to the client in an effort to answer their complaint and assist them with their endeavorsRegards,Benchmark International Compliance [redacted]

Thank you for your correspondence in this matter.   We are sorry that our client feels unsatisfied with Benchmark International especially as we pride ourselves on the high level of service we provide to our clients and the dedication of our team members in delivering this service. Mergers and...

acquisitions of businesses can be stressful, emotionally charged and challenging times especially in the lower mid-market which businesses tend to be owner operated. At Benchmark International we aim to reduce the impact on a business owner’s day to day operations of their business and we are tough on ourselves if we ever fall short of the mark. We have a proven track record of achieving for our clients. At Benchmark International we have successfully facilitated hundreds of Transactions across numerous continents, generating billions of dollars for our clients.   Change is the only constant in a fast flowing business. At Benchmark International we are constantly looking at how we can better our results; following our client’s complaint we have investigated their file and our processes to see where and if we can improve in future. We have detailed our findings below.   On June 9th 2016 the client entered into a business to business written contract with our offices in order to market and facilitate a Transaction of the client’s business. Prior to entering into the contract the client sought independent legal advice in respect of the same. Since inception of the instructions we have executed the service obligations as detailed in the contract, which services include but are not limited to the following:   Providing a Company Sales Brief to client which was completed and returned by the client on July 13, 2016; Collected various documents from the client in order to prepare an Information Memorandum and Teaser; Held weekly status calls with client; Executed a strategy that would take the client’s business to market in an expeditious manner, per the client’s request; Provided the client with a draft of a 19-page Information Memorandum and a single page Teaser document on August 1, 2016, only two weeks after the client’s return of the Company Sale Brief, which contained the basic information required to start the drafting of these documents; Continued to update the Teaser and Information Memorandum as the remaining key information was provided by the client; Worked with client and their team to revise drafts of the Information Memorandum and Teaser per their instructions; Prepared and delivered to the client a joinder to update our Terms of Engagement with the client’s associated entities relevant to the engagement but which were not disclosed to us at the time of initial contracting; Carried out desk research to identify initial prospects; Provided a summary to client of 483 identified initial prospective acquirers; and Provided continuous access to the dedicated Deal Team. Whist [redacted] was the Deal Managing Director for this client she is supported and heads an experienced and dedicated Deal Team and is further supported by Benchmark International as a whole.     In response to the client’s’ specific allegations in their complaint:   “[redacted] (Managing Director) was not present on many of the calls and strategy sessions”   Neither [redacted] nor any of our Managing Directions are mentioned either by name or title on the contract. Rather, Benchmark promotes the team concept and has developed specialized teams to deliver a tried and tested detailed process. The Benchmark employees that were present on many conference calls and sessions with the client operate under the direct supervision of [redacted].     “The Teaser and Information Memorandum prepared by Benchmark were not of good quality, and we re-drafted both in an effort to bring them up to an acceptable level”   The creation of these marketing documents is always a collaborative effort between Benchmark and its client. While Benchmark has extensive experience concerning the right materials to include in Teasers and Information Memoranda in order to obtain interest from the right type of potential buyer, many of our clients do not.  This expertise is one of the main reasons clients engage Benchmark.  A difference of opinion between our experienced team and this client as to how to use the written product to induce an initial level of interest is a matter of opinion not quality. Benchmark will continually work with a client until the client is are satisfied and comfortable with the marketing materials regardless of how long this element of the process may take.   “Benchmark presented us with a “targeted buyer list”, which included a generic sampling of 500 companies, most of which had nothing to do with our industry”   Part of Benchmark’s service involves explaining to clients that Benchmark will conduct a broad search for a “right fit” prospective purchaser. This is in fact a primary reason given by our clients for selecting Benchmark over our competitors. It is therefore unusual that a client contests that Benchmark brought forth too many prospects. Most clients selling a businesses would be extremely pleased if their facilitators had both identified and was willing to incur the expense of reaching out to such a broad initial list.  Further, the statement that the list was “generic” is not accurate. These buyers were chosen as a result of a rigorous desk research process based on our history of prior relevant acquisitions, our membership in related trade organizations, the competitive nature of our business, and our previously announced company search criteria. In Benchmarks experience, buyers often come from outside of a client’s industry which is precisely why Benchmark does not restrict its search to a single industry. Preparing this initial list is a time consuming process involving both Benchmark’s proprietary extensive data base of buyers and our paid subscriptions to numerous online data bases. Like most of its competitors Benchmark International operates on a predominately contingent basis employing expensive resource and expending significant personnel time in order to achieve a successful outcome for a client and thus earn our full commission. It is not in our interest to incur the expense of reaching out to such a broad initial list of prospects if we did not feel that there was not possibility of a successful outcome.   “Benchmark made no attempt to address any concerns from the owners”   Our correspondence file and online customer resource management system document numerous, repeated outreach efforts through both phone and email. The last correspondence with this client (i.e., the one preceding the filing of the client’s complaint), was Benchmark’s multi-page direct responses to the client’s concerns and stated that Benchmark remained committed to working with the client and achieving a successful result.   “No introductions with potential buyers were made during this engagement”   While it is Benchmarks primary goal to identify prospects for a client’s business our contract expressly states that the failure to identify any prospects does not constitute a breach of the agreement. For this client we did identify prospects and detailed them in the targeted buyers list. None the less, had we had the opportunity to fully market this client as opposed to receiving the premature termination notice, we have no doubt that we would have continued to identify further prospects and made introductions to potential buyers . The client’s actions simply forestalled this possibility. During this initial preparation period the client had been engaged in our process. Thereafter, the client unexplainably decided that they wished to terminate the contract once we had the client’s opportunity ready for market and had provided the client a targeted buyers list. Again we have offered on numerous occasions to continue to work with the client, go live to market and effect introductions in an effort to achieve a successful outcome.   “I asked [redacted] if Benchmark had enforced that with client’s before and how it was applied in business relationships. [redacted] replied that Benchmark had never enforced that clause against a client”     In order to avoid these types of claims, our contract is written as a fully integrated one. The contract contemplates the entire agreement between the parties and supersedes any prior discussions. However rather than simply hiding behind the contract, we have discussed the matter with [redacted] and are convinced that the discussions the client recalls either did not occur or were misunderstood, again the reason for having a written agreement. [redacted] is an experienced member of our team and we have the ultimate confidence that this is neither part of his routine pitch nor something that occurred in this instance. We find it unusual that our client, as experienced business owner who took advice from counsel prior to entering into our contract, would accept [redacted]’s verbal assurances that the clauses referred to by the client would not be enforced instead of insisting that the agreement be amended to reflect the verbal assurances. It would be unreasonable to expect any facilitator not to stand behind the key protections of their engagement letter/contract, particularly the terms that prevent the facilitator from being potentially abused by clients who pay a nominal commitment fee and then avoid the meaningful success fee by gaining possession of the marketing materials and buyer lists.     Benchmark International’s engagement letter extends to our clients extremely generous termination provisions.  The client may terminate Benchmark International at any time - for any reason or no reason whatsoever. It is precisely because of this open structure that we protect our interest with the referred to clauses.  When a client elects to terminate our services, in this particular client case; we have shared strategy, provided marketing materials, and provided a buyer list – but not yet had time to prove ourselves in the market – the referred to clauses are of particular importance.     For a matter of record, at the time of this correspondence, Benchmark International has not had the need to enforce the clauses referred to by the client. We believe this is due not only to our commitment to service but also, in some part, because the clauses are in fact present in the agreement. Were the clauses not there to protect us, we would undoubtedly have clients electing to terminate us at precisely this point of the engagement in order to avoid paying our success fee while still reaping a large part of the benefits of our contracted services and the sharing of our intellectual property. Had this client been as concerned about these clauses prior to signing as they now appear to be in their complaint, they could have negotiated different termination provisions, a different allocation of the fees, or even some of the specific language in these two clauses. The client’s did not attempt to negotiate any such trade-offs. However, they now desire to take advantage of the commitment fee being only a nominal amount and the termination clause being extremely generous, while simultaneously ignoring the offsetting provision that allowed them these favorable terms and conditions.   As the summary above demonstrates, we expended significant cost and personnel time toward the client opportunity and in fact still remain committed to assisting the client with their endeavors. The client cited vague complaints about Benchmark International’s service but failed to state any specific breaches of the contract for us to address. We do not provide these services free of charge, nor can we fully prepare a client’s opportunity for market and then allow them to carry on with the process, potentially using our materials and the insights gained from our process to contact buyers, many of whom would be on the lists we have prepared without us having any expectation of getting paid upon a successful transaction.   We again reiterate that we remain absolutely committed to the client in this Transaction and would much prefer to work through any issue that the client may have with Benchmark International and take their opportunity to market, achieve a successful outcome and be paid in the usual way.  We will again reach out to the client in an effort to answer their complaint and assist them with their endeavors. Regards,Benchmark International Compliance [redacted]