Going Public McLaurin Hill Files Class of 1996 Jenkens & Gilchrist Chicago September 2001

About Jenkens & Gilchrist  More than 600 attorneys  Offices in eight major cities: Austin, Chicago, Dallas, Houston, Los Angeles, New York, San Antonio and Washington D.C.  Unique expertise in a variety of industry and market segments  Attorneys are recruited from the top law schools in the nation and are recognized as authorities in their disciplines. Many of our lawyers have served as briefing attorneys for the judiciary of the United States Supreme Court, the United States Court of Appeals, the United States district courts, and state supreme courts.  Clients range from entrepreneurial companies to Fortune 500 corporations and are found in a variety of industries.

Step 1: Making the Decision They’re beating down your door You’re looking for funds

Step 2: Assembling the Team Issuer’s Counsel Managing Underwriters Underwriters’ Counsel Accountants Financial Printer Transfer Agent

Step 3: Drafting the Documents Registration Statement and Prospectus –Due Diligence Underwriting Agreement Selected Dealers Agreement Agreement among Underwriters

Step 4: Filing with the SEC Role of Financial Printer EDGAR Exhibits

Step 5: SEC Review Examiner Accounting Examiner Comment Letter

Step 6: NASD Role of Underwriters’ Counsel Underwriters’ Compensation NASD Manual Directed Securities

Step 7: Listing the Securities Exchanges Nasdaq Requirements and Regulations

Step 8: Selling the Deal Preliminary Prospectus Road Show

Step 9: Going Effective/Closing Role of SEC When do we get our money? T+1 or T+3 Role of Issuer’s Counsel Filing the Final Prospectus

Alternative Transaction Purpose: Not Capital Raising Public Shell Merger or Exchange Offer Disadvantages