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Jonathan Marino Senior Editor The Deal MODERATOR

Expert Panel John Ferro National Managing Partner, Valuation Services Grant Thornton LLP

Expert Panel Brent Hazzard Managing Director GE Capital

Expert Panel Rich Liebman Managing Director, Taxation Grant Thornton LLP

Expert Panel David Wirt National Chair of the Bankruptcy, Restructuring & Insolvency Group Locke Lord LLP

Distressed Industries Industry No. of distressed warnings Energy29 TMT12 Transportation9 Financial Services9 Healthcare8 Mining8 Leisure5 Agriculture4 Year to date through Nov. 26, 2013 *Companies with liabilities of at least $50 million

YearNo. of deals No. withdrawnLosing %Winning % %83.5% %82.2% %74.7% %72.5% %77.3% The winning percentage of stalking-horse bidders have increased* *Section 363 sales Winning Percent of Stalking Horse Bidders

Restructuring Retailers

Buyout Busts –Q14 Year Number of Filings Year Liabilities ($bill.) $19.5 Bankruptcy cases filed Jan. 1–Nov. 26 of each year* *Global

AUDIENCE Q&A

Thank you for joining Part 2 Driving Value Out of Distress: Negotiation, Valuation and Execution Please Join Us For: Part 3: Driving Value Out of Distress: Post-Acquisition Integration Thursday, February 20, :00 p.m. ET To see the replay link of Part 1 Driving Value Out of Distress: Target Identification and Due Diligence Please visit TheDeal.com

John Ferro National Managing Partner, Valuation Services New York Grant Thornton LLP T F Executive summary John Ferro is national managing partner for the Valuation Services practice with more than 29 years of valuation, investment banking and litigation consulting experience. Before joining Grant Thornton, Mr. Ferro founded the investment banking practice at FTI Consulting. Prior to FTI, Ferro was with a Big Six accounting firm for 18 years, serving most recently as a worldwide partner and the managing director in charge of the technology, media and communications corporate finance group in the U.S., a practice he founded and developed. Ferro has performed valuations for mergers and acquisitions, shareholder disputes, financial reporting, estate and gift tax, tax compliance, bankruptcy and litigation purposes. He has served as an arbitrator and as an expert witness in arbitration disputes, jury trials and bankruptcy proceedings. As an arbitrator, Ferro has resolved disputes related to claims in excess of $125 million. Disputes have included manufacturing, financial institutions, revenue recognition, earn out provisions, inventory valuations and numerous accruals and contingent earn outs.

Brent Hazzard Managing Director Connecticut GE Capital Executive Summary: Brent is a managing director with GE Capital’s Restructuring Finance Group. His responsibilities include the new business origination, structuring and closing of debtor-in-possession, plan-of reorganization and out-of-court financings. Brent has over twenty years of corporate renewal experience, including leadership positions in distressed debt investing, workout and corporate finance. Brent is a member of the International Turnaround Management Association, where he has served in numerous leadership roles including as international board member on the executive committee. Brent has a MBA from the Barney School at the University of Hartford and a Bachelor of Science from the University of Connecticut School of Business. He as performed postgraduate work at Harvard Business School and the Stonier Graduate School of Banking. Brent is a member of the adjunct faculty at the University of Connecticut School of Business.

Rich Liebman Managing Director, Taxation Chicago, IL Grant Thornton LLP T F Executive summary Rich Liebman provides tax structuring and due diligence services to private equity firms and strategic buyers. He works on deals ranging from $10 million acquisitions of privately held companies to billion- dollar-plus public company transactions. In addition to his transaction work, Liebman has significant experience in several specialized tax areas, including consolidated federal income tax returns, net operating loss limitations and bankruptcy tax; is a frequent speaker at tax forums, including Tax Executives Institute and the Kent Law School Federal Tax Conference; and is the author of a number of tax articles.

David Wirt National Chair of the Bankruptcy, Restructuring & Insolvency Group Chicago, IL Locke Lord LLP T F Executive summary David Wirt is national chair of the Bankruptcy, Restructuring & Insolvency group. He focuses his practice on insolvency, bankruptcy, and business reorganization matters. Over the last two decades, he has represented numerous corporate debtors and official creditor committees, institutional lenders, trade creditors, and governmental agencies throughout the United States in all aspects of insolvency workouts and litigation.