1. REMINDER: The audience is in listen-only mode Please e-mail questions via the Q&A panel box Select questions will be answered during the last 10 minutes of the program Please answer poll questions Webex customer support at: 866-229-3239

2. & Welcome You to Our Webcast: Private Equity Deal Review

3. INTRODUCTION Moderator: David Carey Senior Writer The Deal LLC

4. EXPERT PANEL John M. Pollack Partner Schulte Roth & Zabel

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

6. EXPERT PANEL Robert Landis Partner Riverside Co.

7. EXPERT PANEL David E. Rosewater Partner Schulte Roth & Zabel

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

9. 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

11. 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%).

12. 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”

13. “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

14. Macroeconomic and socioeconomic issues that are on the radar of dealmakers

15. 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

16. Outlook of dealmaking in the near term

17. AUDIENCE Q&A

18. Closing thoughts

19. Thank You for Joining Our Webcast &