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& Welcome You to Our Webcast: Private Equity Deal Review

INTRODUCTION Moderator: David Carey Senior Writer The Deal LLC

EXPERT PANEL John M. Pollack Partner Schulte Roth & Zabel

EXPERT PANEL Howard D. Morgan Co-president Castle Harlan Inc.

EXPERT PANEL Robert Landis Partner Riverside Co.

EXPERT PANEL David E. Rosewater Partner Schulte Roth & Zabel

Current state of U.S. M&A deal activity: Where are we now?

Observation of a “market practice” based on the treatment/inclusion of key deal terms Highlights of Schulte Roth & Zabel 2011 Private Equity Buyer/Public Target M&A Deal Study

For transactions with single-tier reverse termination fees ("RTFs") — the range was 5.28% to 9.43% of target equity value (mean: 6.74%; median 6.36%). For transactions with two-tier RTFs: o The range for the first tier was 2.23% to 15.16% of equity value (mean: 5.73%; median 3.23%). o The range for the higher tier was 4.46% to 37.89% (mean: 12.40%; median 7.27%).

Highlights of Schulte Roth & Zabel 2011 Private Equity Buyer/Public Target M&A Deal Study “While ‘go-shop’ provision are not ‘market practice,’ they are widely used and not exceptions to the rule”

“While there recently have been innovations in deal terms in strategic acquisitions of U.S. public companies, these innovations have not spread to transactions involving private equity buyers” Highlights of Schulte Roth & Zabel 2011 Private Equity Buyer/Public Target M&A Deal Study

Macroeconomic and socioeconomic issues that are on the radar of dealmakers

Dealmaking Evolution Post-2008 Credit Crisis Length of time for deals to be signed Duration of owning portfolio companies Future prospects in financing Biggest changes in deal terms

Outlook of dealmaking in the near term

AUDIENCE Q&A

Closing thoughts

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