June 8 – 10, 2014

“OMG, I Grew My Business” Strategic Planning and Exit Strategy for ACDBE Concession Operators

Tuesday, June 10, 2014

Success for an ACDBE is the ultimate goal. How does one plan to be successful. What steps are involved in moving from a single concession operator to a multi-unit / multi- brand / multi- airport operator? As you achieve certain benchmarks do you strive to compete as a Prime? Do you pursue an exit strategy of selling your business or do you pass it along to the next generation? This session will engage in a discussion around these topics and offer some perspective from industry professionals as to the value of strategic planning as a key component in improving the likelihood of success as a concession operator.

• Panelists: Carolyn Sawyer, CEO, Tom Sawyer CompanyDonata Russell Major, CEO, Concessions InternationalBrian Lacey, CEO, BGB Enterprises LLCDemetrius Carney, Esq., Bryan Cave LLP, Co-Chair Airport Concessions Practice

• Moderator: Joseph Q. McCoy, Esq., Bryan Cave LLP, Co-Chair Airport Concessions Practice

Industry Overview and Changing Industry Landscape• Where are we now and where have we come from?• What are the current trends (i.e. Airline Consolidation)?• Are there real opportunities for growth? Fewer or more than in the

past?• How have the changes in the industry impacted the ACDBE as an

individual or multi-unit operator?• Where do we think the industry is going?

Strategic Planning • Where are you now? (i.e. start-up? mature operating company?

Ready for transition?)• Are you looking to expand?• Are you planning for a sale?• Do you want to transition the business to a family member?

Strategic Planning• Are you running your company or working for your company?• Do you want to be a multi-state operator? WHY?• When do you pass on an opportunity?• How do you manage your certifications? When do you get certified in the

next state?• Have you mapped out when you would graduate either due to net worth or

hitting the revenue cap?• Do you want to be a Prime?• When do you establish your exit strategy?

Solidifying Systems for Growth – How do you set up systems to manage growth?• How do you work to grow the space that you are operating in?• What systems do you have/ need in place to manage growth?• Will you entertain investors? [Do you understand the ACDBE rules?]• Do you know how to value an investment into your company?

Solidifying Systems for Growth – How do you set up systems to manage growth?• Do you have a financial framework in place to be able to take

advantage of new opportunities? [traditional vs other financing sources][what might you have to leverage to get the money?]• How do you grow from 2 units to 10? From 1 airport to 3? Do you

have an infrastructure that will support this growth?• Have you contemplated a partnership (working with other

companies) framework? (Are you the holder of the certification?)

Succession / Transition Planning • How does one effectively transition its business to a third party?• Implications of Selling the Business to a Third Party

• Valuation / Use of Investment Banking Professionals• Understanding your concession agreements• Are you a franchise operator? Understanding your franchise agreements• Are you in a joint venture? Did you negotiate the right to sell your interest?• Are you in a direct lease situation with an airport or are you a subconcessionaire?• What consents are necessary?• Realistic timing of a transaction

Succession / Transition Planning • Discussion on Valuation (Are we selling to family or a third party and

does it matter?)• Impact of the Regulatory Environment (Is a new certification

needed?)• Other Legal Considerations• Second Generation Business Considerations • Are there any Best Practices?

BiographiesCarolyn Sawyer, CEO, Tom Sawyer Company• Carolyn Sawyer is the Founder and Chief Executive Officer of the Tom Sawyer Company (TSC). She has served as its President

and set the strategic direction for this fast growing Communications firm since its inception in 1996.• TSC's core competency is Communication Contact, which includes full service Call Center Operations, Strategic Instructional

Training and Public Outreach.• This talented communicator has parlayed her mastery of mass media into creating a firm with capital sales exceeding the

multi-million mark. Her cutting-edge business practices have garnered attention from USA Today (March 2004), where she was cited for optimizing Wi-Fi communications access to augment her business capabilities years before it became a mainstream operational tool.

• Following TSC's award-winning unveiling of South Carolina's historic African American History Monument on the Statehouse grounds, former US Senator Fritz Hollings nominated Sawyer to serve on national Commission commemorating the 50th Anniversary of Brown v. Board of Education, et al. As the Marketing Communications Chairwoman, Sawyer helped shape the Commission's worldwide publicity efforts, highlighting the landmark Supreme Court decision that ended school segregation in America.

• Ms. Sawyer was a founding member of the Boston chapter of the National Coalition of 100 Black Women and previously served on the Board for the National Association of Blacks in Journalism. Ms. Sawyer is a graduate of Washington State University where she earned a Bachelor of Arts degree in Communications.

• A former network correspondent and anchor for ABC News, LIFETIME Television Network, and NBC News, Sawyer has authored an inspirational guidebook for entrepreneurs Forget the Glass Slipper: Build Your Own Castle —10 Traits of a Million Dollar Business and co-authored ABC's of Media. She regularly contributes guest columns on topics of communications and business.

BiographiesDonata Russell Major, CEO, Concessions International• Following in her father's business-savvy footsteps, Donata Russell Major has been a member of

Concessions International's leadership team since 1985. It's this stable leadership, along with her involved, committed senior executives which has led to significant growth for the company.

• As chief executive officer of one of the country's leading operators of food and beverage concessions throughout major airports in the United States and the Virgin Islands, she ensures that her family-oriented work environment encourages and builds character in addition to unparalleled excellence in performance.

• As a diversified hospitality management company, Concessions International meets the needs of customers, clients and partners through the delivery of quality products and services, and maximizes financial performance. In her role as chief executive officer, Ms. Major manages key client and partner relationships, special projects and business development.

• Ms. Major is a graduate of the University of Pennsylvania with a Bachelor of Economics in Management and Marketing. She is a member of the Board of Directors of H.J. Russell Company.

• Ms. Major is committed to supporting various community-based initiatives, including her board involvement with Atlanta Partners for Education, The Whitefoord Community Program, Early Learning Property Management, Inc. (ELPM) and I.M.A.G.E. Afterschool Program. She is also a member of Delta Sigma Theta Sorority, Inc.

BiographiesBrian Lacey, CEO, BGB Enterprises LLC• Brian Lacey is a veteran of the foodservice industry, working for conglomerates such as American Can and the Coca- Cola Companies, as well as

multi-concept, mid — cap companies like AFC Enterprises, The Ground Round, and Delaware North Companies Travel Hospitality Services. His range of experience includes C-Level roles in Operations, Franchise Development, Marketing, and HR.

• Currently, he is President/CEO of BGB Enterprises, LLC, a business development company. BGB Enterprises offers professional management and franchise development consulting services through a network of experts from each business discipline. Prepares responses to RFPs and packages, proposals, provide operating and business infrastructure, negotiates purchase agreements and lease terms, develops license agreements, and builds financial pro-formas.

• Brian structures partnerships and limited liability companies to create competitive advantage and operating effectiveness. Provides sell side and buy side advice and brokerage to franchise buyers and sellers. Is certified as an ACDBE.

• Under his leadership at Delaware North Companies, the company won 7 new airport food, beverage, and retail contracts, extended 7 current contracts, and added the NYS Thruway Travel Plaza account which opened a new growth channel with long term profitability. Additionally, he teamed with Operations to develop strong client and brand relationships, and helped to rebuild DNC's reputation in several markets.

• Lacey was the Senior Vice President, Franchise Development for The Ground Round Inc., a subsidiary of American Hospitality Concepts, Inc. He led the franchise sales, development services, and opening support functions.

• As the COO of Popeyes domestic Operations, the Company achieved aggressive new unit and remodeling growth objectives. He guided an outstanding team of company and franchise operations specialists, business development, real estate, construction and design professionals, and a system support team that opened or managed 300 new units, improved system-wide performance of 1,300 units, and managed 300 franchisee relationships and agreements. Brian's team achieved 3 years of same store sales and profit improvements. Prior to joining Popeyes in July 1998, he was Vice President of People Resources and Planning for AFC Enterprises. Joining AFC in late 1994, he played a key role in building the talent infrastructure to acquire and operate new brands including Chesapeake Bagel Bakery, Seattle Coffee Company, and Cinnabon.

• His industry associations include the Atlanta Business League, Metro Atlanta Chamber of Commerce, International Franchise Association, and the Multi-Cultural Food Service & Hospitality Alliance. He has served as a conference panelist on franchise development and diversity economics.

• Lacey received his M.B.A. from Emory University in Atlanta, Georgia and his bachelor's degree from Brown University in Providence, Rhode Island. He and his wife Bessie reside in Alpharetta, GA and have two children and one grandchild.

BiographiesDemetrius Carney, Senior Counsel, Co-Chair Airport Concessions Practice, Bryan Cave LLP• Demetrius Carney is a Partner with more than 35 years of experience in public finance, business, and real estate government relations. Mr.

Carney began his career as a public finance lawyer representing issuers, underwriters and credit enhancers in tax and tax exempt transactions including private development, school districts and airport development projects.

• Over the course of his career, Mr. Carney has represented local and national developers involved with land acquisition, zoning and financing for commercial real estate developments. He has also counseled public and private corporate clients on merger and acquisition transactions as well as structured financing projects.

• A current focus of Mr. Carney's practice is creating public/private partnerships between local government agencies and private sector clients for the purpose of stimulating mutual economic development.

• Mr. Carney is co-leader of the firm's Airport Concessions Practice, with emphasis on 1) structuring legal joint venture agreements for ownership and operation of an airport concession; 2) negotiating license agreements for specific use of a company name and trademark with specialty retailers and food and beverage concession operators; 3) representing airport authorities auditing concession operations and airport improvement programs; 4) negotiating concession lease and sublease agreements with local airport authority; 5) providing counsel to joint venture concession operators under audit investigation by local government authorities; 6) representing concession operators on ACDBE certification and recertification issues; 7) representing concession operators on ACDBE certification and DOT joint venture guideline issues 8) representing ACDBE certified companies in appeals process after being denied renewal certification; 9) representing concession operators in structuring supply chain model to achieve ACDBE participation consistent with federal regulations; 10) structuring the investment of private funds into ACDBE certified companies; 11) representing concession operators in negotiating and documenting Letters of Intent and Memorandums of Understandings for their business dealings; and 12) representing concession operators in disputes under a National Development Agreement.

• Mr. Carney has a strong commitment to public service and currently holds leadership positions with several organizations, including the Economic Club of Chicago, the Chicago Cultural Center Foundation, and the Chicago Police Board (President). He currently serves on the Bipartisan Screening Committee for the Northern District of Illinois that advises U.S. Senator Richard Durbin on the selection of candidates for recommendation to the President for appointment as Federal Judges, U.S. Attorneys and U.S. Marshals.

Airport Concessions Team Leaders

Mr. Carney and Mr. McCoy are the leaders of the Airport Concessions Team. Their work focuses on counseling concession operators in all facets of their business operations including without limitation, financing issues, labor issues, equity issues, acquisition and disposition of concession businesses, certification issue and joint venture issues.

Demetrius E. Carney, Partner

Joseph Q. McCoy, Partner

Airport ConcessionsTeam Members

John E. Goebel, PartnerChicago

Brandy R. McMillion, AssociateChicagoSimone A. Randolph, AssociateChicago

Don O’Bannon, PartnerDallas

Dan White,, PartnerSt. Louis

Manuel Martinez, PartnerDenver

Greg Worthy, PartnerAtlanta

Questions/Comments?For additional information, please contact:

Joseph Q. McCoy, Esq.Bryan Cave LLP

161 North Clark Street, Suite 4300Chicago, Illinois 60601Phone: 312.602.5176

Email: jmccoy@bryancave.com

Demetrius E. Carney, Esq.Bryan Cave LLP

161 N. Clark Street, Suite 4300Chicago, Illinois 60601Phone: 312.602.5178

Email: dcarney@bryancave.com