[0218] specialty financial services firm providing companies and investors with investment banking ...

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C YPRESS ASSOCIATES LLC 52 VANDERBILT AVENUE NEW YORK , NY 10017

Tel: 212.682.2222Fax: [email protected]

www.cyprs.com

Member FINRA/SIPC

CYPRESS ASSOCIATES LLC

An Overview



CYPRESS ASSOCIATES LLC

Investment Banking

and Advisory Services

INTRODUCTION

CYPRESS ASSOCIATES LLC, founded in 2001, is a nationally recognized specialty

financial services firm providing companies and investors with investment bank-

ing and advisory services across a focused range of disciplines. Our clients in-

clude Fortune 500 and growth companies as well as financial investors and major

law firms.

Our services include:

Mergers & Acquisitions

Fairness Opinions

Valuations

Restructuring and Bankruptcy Advisory

Capital Raising

Litigation Consulting and Expert Witness Services

Cypress’ principals have executed over $230 billion of transactions over the last

20 years. Our substantial prior experience includes leadership roles with major

investment banking firms such as Bankers Trust, Bear Stearns, CIBC World

Markets, Citigroup, Deutsche Bank, Furman Selz, Houlihan Lokey, Merrill

Lynch, Morgan Stanley, Oppenheimer & Co., PaineWebber, Rothschild, SG

Cowen, Thomas Weisel and UBS. Cypress’ professionals have an outstanding

reputation for meeting client objectives and completing even the most complex

deals.

Cypress is an independent, conflict free advisor. We do not have any of the po-

tential conflicts of interest that larger firms have - sales and trading, research,

lending or retail divisions, or conflicting investment banking relationships.

Cypress is committed to providing the absolute highest level of service, intelli-

gent analysis, years of relevant experience and unrelenting effort on behalf of its

clients.



CYPRESS ASSOCIATES LLC MERGERS & ACQUISITIONS

CYPRESS ASSOCIATES LLC provides comprehensive financial ad-

visory services for its clients’ M&A needs. Cypress principalshave extensive experience structuring and negotiating change

of control transactions, having completed transactions aggre-

gating more than $170 billion in enterprise value.

The firm’s experience in mergers and acquisitions encompasses

a broad array of industries with varied transaction structures,

sizes and motivations.

Cypress offers clients a full array of mergers and acquisitionsservices:

Strategic alternative reviews

Fairness opinions

Sales and divestitures

Acquisition or merger assignments

MBOs, LBOs

Leveraged recapitalizations

Breakup analysis Takeover defenses

Selected Transactions

Advised on Sale to

$75,000,000

August 2012

PJ Finance

Advised on the acquisition by

$525,000,000

May 2012

has contributed its assets to a company owned by

December 2012

and



CYPRESS ASSOCIATES LLC M&A ADVISORY SERVICES

CYPRESS ASSOCIATES LLC provides comprehensive financial ad-

visory services for its clients in a broad array of M&A relatedareas. Cypress’ principals have extensive financial advisory

experience encompassing fairness opinions and valuations, re-

structuring and expert witness services.

Cypress prides itself on providing objective advice in the con-

text of recommending shareholder value enhancement strate-

gies, as if the firm was acting in its client’s capacity.

Leveraging its transactional expertise and industry and marketintelligence, Cypress helps its clients meet their strategic and

financial objectives — both short- and long-term.


Advised on Dividend

Recapitalization of

$405,000,000

August 2012

Advised on Sale of Partnership

Interests in Municipal Corrections

Finance to

$100,000,000

August 2012

Advised on Sale of PrintXcel and

Printegra Assets to

$40,000,000

February 2012



CYPRESS ASSOCIATES LLC F AIRNESS OPINIONS

CYPRESS ASSOCIATES LLC principals have extensive back-

grounds in providing their clients with fairness opinions, hav-ing rendered opinions for transactions totaling more than $85

billion in enterprise value.

Cypress’ principals have rendered fairness opinions for merg-

ers and acquisitions and other transactions, including those

requiring the establishment of special committees of the

Boards of Directors.

The firm’s principals have been the senior officers responsiblefor issuing more than 85 such opinions with none of these

opinions ever successfully challenged in court and none has

ever resulted in a settlement of more than 1% of the transac-

tion value.

In particular, Cypress has extensive experience in affiliate

transactions, which require special focus to insure that non-

affiliated parties are treated fairly.

Cypress has worked with some of the leading attorneys known

for their representations of committees involved in affiliated

party transactions. As a result, the firm is intimately familiar

with the special committee process, in particular with respect to

Delaware and New York law.


Represented Cenveo Inc. inconnection with the acquisition of

Nashua Corp.

$88,000,000

PLN 1,093,000,000($355,000,000)

Represented ITI Group on the sale of the Company’s stake in Grupa Onet

to TVN



CYPRESS ASSOCIATES LLC V ALUATIONS

CYPRESS ASSOCIATES LLC’s professionals have substantial ex-

perience in performing valuation analyses. The firm has pro-vided valuation reports and fair value opinions to its clients

and used the conclusions from the valuations in numerous con-

texts including:

General Business Valuations

Cypress provides companies and their owners with valuation

analyses for a wide range of purposes including decisions to

sell, buy or take public a business, sale or transfer of non- public securities, ESOP valuations, company repurchases of

shareholder equity interests and affiliated transactions having

potential conflicts of interest.

Solvency

Cypress reviews projected cash flows and company balance

sheets on behalf of Boards of Directors and lenders regarding

the legal tests for solvency of a business undertaking atransaction involving leverage. Cypress renders opinions with

respect to solvency and creates the appropriate documentation

to prevent any subsequent assertions of fraudulent conveyance.

Fair Value Opinions

Cypress will render fair value opinions with respect to busi-

nesses, tangible and intangible assets, illiquid securities, trans-

actions on behalf of financial sponsors, companies and their

boards of directors and other parties.


Financial advisor to Xerox Corp. inthe transfer of certain portfolio assets

held by its pension plan

Represented Grant Thornton International

in the valuation of its assets in connectionwith the migration of GTI to the U.K.

Represented Inland Fiber Group assuccessor to US Timberlands in its

pre-packaged Chapter 11



CYPRESS ASSOCIATES LLC RESTRUCTURING & B ANKRUPTCY

CYPRESS ASSOCIATES LLC provides comprehensive financial advisory

services for its clients’ restructuring needs. Cypress’ principals have

extensive financial advisory and restructuring experience, averaging

more than 11 years. Cypress advises clients regarding:

Pre-Petition Actions

Due diligence and review of strategic alternatives

Valuations/cash flow modeling

Standstill agreements and covenant waivers

Pre-petition and debtor-in-possession financing

Out-of-court negotiation of restructuring terms

Exchange/tender offers Organizing ad hoc committees of unsecured creditors

Pre-packaged or pre-negotiated Chapter 11s

Post-Petition Actions

Debtor-in-possession financing

Negotiation of restructuring terms

Asset/whole company sales

Exchange/tender offers

Plans of Reorganization/Disclosure Statements

Effectuation of terms of POR

Bankruptcy court testimony

Exit financing

Post-Reorganization Services

Acting as liquidating trustee

Financing/Refinancing

Monitoring budget and cash expenditures

Managing staff members

Assisting investors in analyzing and reviewing assets Asset sales

Analyzing business aspects of litigation

Clients include debtors, bondholders, banks, insurance companies,

equity owners (including financial sponsors), purchasers and other

parties-in-interest.


Represented Chem Rx in its Chapter 11 restructuring and subsequent sale to

PharMerica

$72,000,000

PJ Finance Company

$580,000,000

Acted as financial advisor to GaiaReal Estate Holdings, LLC in Gaia’sacquisition pursuant to §363 of the

Bankruptcy Code

$1,000,000,000

Trustee of ORC D istribution Trust inthe liquidation of Orion Refining Corp.as appointed by a group of inves tors

including Trust Co. of the West,Oaktree Capital, CSFB and Jefferies



CYPRESS ASSOCIATES LLC C APITAL R AISING

CYPRESS ASSOCIATES LLC advises clients raising both public and pri-

vate equity and debt including financing from strategic, financial and

other institutional investors. The firm approaches capital raising as-

signments from an advisory perspective and views the transaction in

the context of the client's financing lifecycle. Cypress' advice is al-

ways driven by what makes most sense for the client’s priorities,

with its long-term business goals in mind.

Cypress' principals have experience in raising capital in both the pub-

lic and private markets for a range of companies across many indus-

tries.

Types of Financings

· Bank debt and credit facilities

· Senior debt

· Subordinated debt

· Structured and lease financing

· Mezzanine financing

· Common stock

· Preferred stock

· Venture and growth capital

· Private Equity and Hedge Fund vehicles

Deal Structuring, Negotiation and Closing

Cypress will assist companies with all aspects of capital raising, in-

cluding:

· Structuring the financing and its terms to meet the client'scapital requirements while minimizing financing costs anddilution.

· Preparing the offering memorandum and road show materi-als used to market the deal.

· Accessing Cypress' network of institutional and strategic in-vestors, as well as private investors with a strategic interestin investing in this type of financing.

· Negotiating the terms, and documenting and closing thefinancing.


New York City

Multi-Family

Property Company

$50,000,000

Acted as placement agent and adv isor

for the first mortgage debt f inancing

Initiated a structured commodity financetransac tion by Goldman Sachs’ J Aron

division for an energy marketing company

Financial advisor to ReadingInternational on its Trust preferred

private placement

$50,000,000



CYPRESS ASSOCIATES LLC LITIGATION CONSULTING

CYPRESS ASSOCIATES LLC provides a comprehensive range of litigation

consulting and expert testimony services to companies and attorneys in-

volved in complex litigation and regulatory proceedings. We advise and

testify in cases involving securities and financing-related issues, valuations,

customary investment banking practices, damages, fraudulent conveyance,

retrospective transaction analyses, M&A and restructuring issues and other

issues related to investment banking. Members of the firm have been de-

posed more than 50 times and have provided testimony on dozens of occa-

sions.

Cypress has provided assistance in disputes in state, Federal district and

Federal bankruptcy court, as well as in mediations, arbitrations and for regu-

latory authorities.

Expert Witness Representations

Cypress’ principals have previously been qualified as experts in mergers

and acquisitions, valuation issues and bankruptcy matters and have per-

formed expert analysis in related areas including damages and retrospective

transaction analysis. Subjects upon which Cypress is qualified to provide

testimony include:

Securities and financing-related issues

Valuation

Retrospective transaction analyses

Contract disputes

Damages

Interpretation of representations and warranties

Litigation over due diligence and projections

Insolvency and reasonably equivalent value

Plan of Reorganization feasibility

Merger and acquisition process and procedures

Leveraged acquisitions and other situations involving debt

Customary investment banking practices

Other topics relating to investment banking

Restructuring Litigation

Cypress’ senior members have provided litigation support both in Federal

bankruptcy court as well as in settlement negotiations outside of court. Cy-

press has played a central role in the settlement of a number of substantial

litigations.

Cypress is available for providing support for, among many other things,

interim motions, business decisions within the jurisdiction of the court,

valuation disputes, sales of assets, liquidation analyses, questions involving

a Plan or Reorganization and/or Disclosure Statement, Plan feasibility, and

DIP financing.


Enbridge Energy et al. v. UnitedStates of America

Acted as expert witness on behalf of the

United States of America in analyzing theMidcoast purchase of Bishop Group with

respect to the structure of the transaction

and tax consequences

Offered as expert to rebut claim thatbenefit of acquiring Merrill Lynch

outweighed costs . Clients achieved

settlement of $2.43 billion

Just Care, Inc.

Offered as an expert witness onbehalf of Just Care, Inc. as to the

valuation of the company

Gearreald, et al. v. Just Care, Inc.



CYPRESS ASSOCIATES LLC SELECTED TRANSACTIONS*

Advisory and M&A Services

Consumer

2008 Consumer Represented the Restructuring Committee of Ascendia Brands in the restructuring of the $275Company’s debt and concurrent equity investment by Prentice Capital Management

2007 Retail Advised Dollar General in connection with its merger with Buck Acquisition Corp. $7,0002005 Travel Represented SeaGate Travel Group in its sale to Hogg Robinson N/A2003 Durables Represented Wentworth Holdings in its acquisition of Deck House, Inc. N/A2003 Gaming Represented Isle of Capri Casinos in its acquisition of International Game Technology's

Colorado Operations $852002 Gaming Represented Maryland J ockey Club in its sale to Magna Entertainment $1202002 Gaming Represented Colony Capital in its acquisition of Accor Casinos SA $4002002 Gaming Represented Hollywood Casinos in the sale of its subsidiary, Advanced Casino Systems,

to Alliance Gaming N/A2001 Gaming Represented Boyd Gaming Corp. in its acquisition of Delta Downs Holdings $1252001 Gaming Represented Harrahs Entertainment in its acquisition of Harvey's Casino Resorts $6252001 Gaming Represented Aristocrat Leisure Limited in its acquisition of Casino Data Systems $1752000 Education Represented GPX in its sale to Veronis Suhler (transaction later terminated) $250

2000 Gaming Represented Churchill Downs Inc. in its acquisition of Arlington International Racecourse,a subsidiary of Duchossois Industries $1252000 Gaming Represented Isle of Capri Casinos in its acquisition of Lady Luck Gaming Corp. $3501999 Retail Represented DELIA’s Cleaners, Inc. in the acquisition of J ohnson Group, Plc’s

U.S. chain of dry cleaning stores $621999 Retail Represented Dollar Financial Group in the acquisition of the largest

check cashing company in the U.K. $151998 Beverages Represented J afora Tabori in its search for international acquisitions $1001997 Beverages Represented GEMEX in its sale of 25% of the company to Pepsi International $2501997 Education Represented General Physics in its sale to National Patent $1101997 Consumer Represented Exxel Group in the sale of Poet San J uan to Clorox International $1001997 Apparel Represented Sew Simple in its sale to Alba Waldensian $401996 Restaurants Represented Pumper Restaurants in its partial sale and formation of a joint venture

with Wendy’s International $251995 Gaming Represented the Province of Neuquem, Argentina in the privatization and sale of

Casino Neuquem to Casino Magic Corp. $301994 Beverages Represented BAESA in a joint venture with CCU forming a new Pepsi bottler in Chile $1201994 Beverages Represented BAESA in the acquisition of Egea Hrms and Emb. Medeterranea $35

Energy / Power

2010 E&P Represented seller of a minority interest in a U.S. Gulf Coast gas production company N.D.2010 Drilling Represented controlling shareholder in a U.S. based provider of land drilling services N.D.2009 Alternative Represented solar power installation company in its valuation N.D.2007 Utilities Advised activist hedge fund on Aquila’s sale to Great Plains and Black Hills2006 Propane Represented Energy Transfer Partners in its acquisition of Titan Propane $5802005 Power Represented Countryside Power Income Fund in connection its acquisition of Ripon Cogeneration $95 2004 Refining Represented Orion Refining Corp. on sale of certain financial assets to Goldman Sachs $135 2003 Marketing Represented Allegheny Energy in the sale of Fellon McCord/Alliance Energy Services to

Constellation Power $262002 Propane Represented Heritage Propane in its proposed acquisition and restructuring of CornerstonePropane Partners $435

2002 Engineering Represented Duke Energy Corp. in the sale of its Duke Energy & Services unit N/A2002 Transmission Represented Trans-Elect Inc. on acquisition of and financing for Consumers Energy Co.’s

electric transmission system $2902001 Power Represented NRG Energy Inc. on acquisition of certain power generation assets of Conectiv $6002000 Propane Represented Heritage Propane Partners in its merger with US Propane

Mr. Atkins was Chairman of the Special Committee of the Board of Directors in this transaction $4001997 Power Represented Sunnyside Cogeneration Associates in its sale to Constellation Power Corp. $701997 Midstream Represented the Special Committee in the restructuring of the General Partner of Buckeye

Partners, L.P. $641996 Propane Represented Heritage Holdings in the acquisition of Heritage Propane $200* Includes certain assignments by Cypress principals before joining Cypress.

52 Vanderbilt Avenue●

New York, NY 10017●

Tel: 212.682.2222●

Fax: 212.682.2221●

[email protected]





Healthcare2012 Cancer Care Represented Columbus Prostate Cancer Center in its partnership with Vantage Oncology to form

Vantage Central Ohio Radiation Therapy N.D.2012 Technology Represented Enterprise Performance Systems in its sale to Eclipsys N.D.2011 Neurological Care Represented Universal Medical Concepts in the sale of its subsidiaries to Tenet Healthcare N.D.2011 Orthotics Represented BridgePoint Medical in its sale to Ability N.D.2010 Drug Distribution Represented Chem Rx in its sale to PharMerica $722009 Research Represented NeuroCog Trials in review of strategic alternatives N.D.2008 Technology Represented EPSi in its sale to Eclypsis $602008 Outsourcing Represented Templeton Radiology in its sale to EMSC $402008 Consulting Represented Gores Group in the sale of Aptiv Technology Partners to Highpoint Solutions N.D.2008 Outsourcing Represented Imaging On Call in its acquisition of Nightvision N.D.2007 Hospitals Represented Wellmont Health Systems in its acquisition of 2 HMA Hospitals $702007 Technology Represented Xactimed in its sale to MedAssets $602006 Hospitals Represented Hospital Corporation of America in connection with its going private transaction $33,000

2006 Technology Represented Trintech in its acquisition of Concuity $202005 Pharma Informatics Represented Nexcura in its sale to Thomson $102004 Drug Distribution Represented Clayton Dubilier & Rice in its acquisition of VWR from Merck KgAA $1,6802003 Healthcare Represented Equidyne Corporation in examining strategic alternatives N.D.2003 Life Science Tools Represented Perbio Science in its sale to Fisher Scientific $7402003 Diagnostics Represented Danaher in its acquisition of Radiometer $7302003 Specialty Pharma Represented CIMA Labs in its sale to Cephalon $5152003 Specialty Pharma Represented Wyeth in the sale of its Specialty Protein Lab subsidiary $802002 Pharm. Benefit Mgt Represented Aetna Inc. in its joint venture with Eckerd Health N.D.2001 Specialty Pharma Represented First Horizon in its acquisition of Sular from AstraZeneca $2002001 Biotechnology Represented Genomica Corp. in its sale to Exelixis $1102000 Supplies Represented J &W Scientific in its sale to Agilent Technologies N.D.2000 Supplies Advised VHA on the formation of an e-commerce agreement between its supply company,

Novation, and NeoForma N.D.2000 Research Represented Paracel in its sale to Celera, a PE Corporation business N.D.

2000 Supplies Represented Perkin Elmer in its acquisition of NEN Life Sciences $4001999 Medical Devices Represented Advanced Medical Devices in its sale to IVAC $1751998 Pharmaceutical Represented Faulding Inc. in its sale to Faulding Ltd. $2001996 Health Insurance Represented Aetna Inc. in its acquisition of US Healthcare $8,9001993 Pharmaceutical Advised Alza Corp. on spin-off of Therapeutic Discovery Group $2501993 HMO Represented Preferred Healthcare in its sale to Value Health $425

Financial

2012 Financial Represented Gilbert Global Equity Capital in its dividend recapitalization of CPM $4052012 Financial Represented holder in sale of subordinated debenture of credit derivative products company N.D.2008 Financial Represented minority shareholder in the sale of its ownership interest in a derivatives clearing

company N.D.2007 Financial Advised certain institutional shareholders of the Chicago Board of Trade in its sale to CME

Group $12,0002006 Accounting Represented Grant Thornton in connection with certain assets transferred to an affiliate N.D.2005 Financial Represented Finetre in the sale of its VARDS business unit to MorningStar $92003 Fin Tech. Represented Annuity Net in merger with Wachovia N.D.2002 Fin. Tech Represented Official Payments Corp. in sale to Tier Technologies $742001 Financial Represented Merchants Bank of New York in its sale to Valley National Bancorp $4002001 Fin. Tech Represented Internet Trading Technologies in sale to LaBranche & Co. N.D.2000 Fin. Tech Represented Loans Direct in sale to E*Trade Bank $502000 Financial Represented Susquehanna Bancshares, Inc. in acquisition of Hann Financial $401999 Financial Represented Litchfield Financial Corporation in sale to Textron $183.51999 Financial Represented Advanta Auto Finance in sale to Nuvell Financial Services $401997 Financial Represented The Union Corporation in sale $300* Includes certain assignments by Cypress principals before joining Cypress.



Tel: 212.682.2222●

Fax: 212.682.2221●

[email protected]





Technology

2007 Technology Advised certain institutional shareholders of Ceridian in connection with its sale to Thomas H.Lee Partners $5,300

2005 Technology Represented MusicNet in connection with its sale to Baker Capital N/A2004 Telecom Represented ViryaNet Ltd. on the acquisition of Utility Partners, Inc. N/A2004 Telecom Represented Allegheny Energy on the sale of the assets of AFN Telecom to Citynet N/A2003 Technology Represented Geac Inc. in its acquisition of Extensity Inc. $502002 Communications Represented the Special Committee of rStar Corp. in its acquisition of Starband Latin America,

a subsidiary of Gilat Satellite Networks $1452001 Semiconductors Represented Integrated Device Technology Inc. (IDTI) in its evaluation of strategic alternatives

for its High Performance Logic division $7002001 Telecom Represented Infocrossing in its proposed acquisition of Applied Theory $60

2001 Telecom Represented Accord Networks in its sale to Polycom $3402001 Telecom Represented the Special Committee of China Tire in its proposed merger with a Asia V-Sat. $1202001 Telecom Represented Optibase in its evaluation of strategic partners including

a take-over defense analysis N/A2001 Technology Represented Endwave Corp. in its acquisition of Stellex, a division of Tyco International N/A2001 Communications Represented J DS Uniphase in its merger with SDL, Inc. $41,0002001 Technology Represented GenuOne, Inc. in its merger with Certus International $502000 Telecom Represented Altigen Communications in its evaluation of strategic alternatives N/A2000 Telecom Represented General Datacomm Corp. in its evaluation of strategic alternatives $602000 Communications Represented Cree, Inc. in its acquisition of UltraRF, a division of Spectrian Corp. $1252000 Communications Represented Cronos Integrated Microsystems in its sale to J DS Uniphase $7502000 Telecom Represented Gric Communications in proposed transactions with three major competitors N/A2000 Telecom Represented CS Telecom in its proposed sale N/A2000 Telecom Represented Cree, Inc. in its acquisition of Nitres, Inc. $3002000 Technology Represented Madison Technology Group in its sale to FutureLink Corp. $100

1999 Software Represented Louth Automation in its sale to Harris Corporation $851999 Technology Advisor to Productivity Solutions regarding two down rounds of financing and

senior management change N/A1999 Packaging Represented Integrated Packaging Assembly Corporation in the restructuring and

sale of the company $201998 Disc Drives Represented J TS Corp. in the restructuring of its debt and preferred stock $100

* Includes certain assignments by Cypress principals before joining Cypress.



Tel: 212.682.2222●

Fax: 212.682.2221●

[email protected]





Industrial / Defense

2012 Defense Represented Micronetics in its sale to Mercury Computer Systems, Inc. $752010 Defense Representing Omni-Lite Industries Canada in connection with the evaluation of its strategic alternatives N.D.2008 Defense Represented COM DEV in connection with COM DEV’s acquisition of L-3 Communications ETI Passive

Microwave Business $302007 Industrial Represented Goodway in connection with a potential share transfer N/A 2004 Industrial Represented the Special Committee of the Board in connection with NL's acquisition of CompX

International from Valhi, Inc. $1702004 Defense Represented Nova Crystals in its sale to Gemfire N/A2002 Defense Represented Washington Group International in the sale of its subsidiary, Westinghouse Defense, to

Curtiss-Wright $1402002 Defense Represented Elron Electronic Industries in its acquisition of Elbit Ltd. $1252001 Defense Represented Comptek Research Inc. in its sale to Northrop Grumman $2002001 Defense Represented Exigent International in its sale to Harris Corporation N/A2000 Defense Represented Veritas Capital in its acquisition of Tech-Sym Corp. $2002000 Defense Represented Elbit Systems Ltd. in its acquisition of Elop-Electro Optics Industries Ltd. $225

2000 Defense Represented Microwave Power Devices in its sale to L.M. Ericsson AB $1251999 Metal Tools Represented J LK Industrial in its sale to Kennametal Inc. $2301999 Aerospace Represented Spacehab in its acquisition of J ohnson Engineering $251999 Defense Represented Newbridge Networks on its acquisition of Stanford Telecommunications $5001998 Building Represented Lausell Industries in its sale to Sovereign Capital $401998 Electronics Represented TII Industries in the sale of selected telecommunications assets to Ditel Inc. $201997 Mining Represented Horsehead Industries in its sale to Management $1001997 Pulp & Paper Represented Great Lakes Pulp and Paper in its sale to Cerberus Partners and Oaktree Capital $901996 Packaging Represented the management of Simkins Industries in the proposed buyout of the existing owners $2001996 Pulp & Paper Represented American Fibre Resources in its sale to Cerberus Partners and Oaktree Capital $1151996 Transportation Represented Adobe Air in its sale to Rutledge & Co. $2001995 Packaging Represented Pechiney SA in connection with the divestiture of its Foster-Forbes packaging unit

to a joint venture comprised of Compagnie de Saint-Gobain and Ball Corporation $7001995 Packaging Advised Envirodyne Industries (renamed Viskase Cos.) in connection with its restructuring and

divestiture of its Clear Shield National subsidiary $450

Other M&A

2012 Real Estate Represented the investor group in the §363 auction to acquire PJ Finance $5252012 Business Svc Represented Cenveo Inc. in the sale of Printegra and PrintXcel assets to Ennis $402009 Business Svc Represented Cenveo Inc. in the acquisition of Nashua Corp. $452007 Real Estate Represented the majority owner of Case Pomeroy in the acquisition of the remaining public

minority interest $2802006 Media Represented ITI Group on the sale of the Company’s stake in Grupa Onet $3552006 Business Svc Represented Cenveo Inc. in the sale of Supremex Inc. $3352005 Shipping Represented Ocean Blue on the sale of ships to Matson $682003 Security Represented Rentokil Initial plc in its acquisition of NTC Electronics N/A2001 Business Svc Represented GenuOne, Inc. in its merger with Certus International $50

1999 Media Represented Mercom in its sale to Cable Michigan $601997 Insurance Represented Titan Holdings in its sale to USF&G Corporation $2651997 Media Represented Televisa SA in the divestiture of its outdoor advertising assets (Vendor SA) $2501996 Media Represented a bidder in the auction of Metro-Goldwyn-Mayer. Performed a valuation of

the film library for the wining group $1,3001996 Media Represented Naegele Outdoor Advertising Inc. (held by private equity firms)

in its sale to Universal Outdoor, Inc. $901996 Insurance Represented AmVestors Financial Corp. in the purchase of Financial Benefit Group $531995 Insurance Represented American Premier Underwriters in its merger with American Financial Corporation $1,8001995 Media Represented United Video Satellite Group, Inc. in the sale of a controlling interest to

Tele-Communications Inc. $175




Tel: 212.682.2222●

Fax: 212.682.2221●

[email protected]




Fairness Opinion Services

2012 Defense Represented Micronetics in its sale to Mercury Computer Systems, Inc. $ 75

2012 Business Services Represented Cenveo, Inc. in the sale of its Forms and Business Documents Group to Ennis, Inc. $ 40

2010 Technology Represented Oberon Media, Inc. in connection with its recapitalization $ 150

2009 Business Services Represented Cenveo, Inc. in the acquisition of Nashua Corp. $ 45

2008 Consumer Represented the Restructuring Committee of Ascendia Brands in the restructuring of theCompany’s debt and current equity investment by Prentice Capital Management $ 275

2006 Real Estate Represented the majority owner of Case Pomeroy in the acquisition of the remaining public $ 280minority interest

2006 Consumer Represented the Special Committee of Aristotle Corporation in its proposed sale to Geneve Corp. $ 270

2006 Media Represented ITI Group on the sale of the Company’s stake in Grupa Onet $ 355

2006 Business Services Represented Cenveo, Inc. in the sale of Supremex Inc. $ 335

2005 Energy Represented the Board of Trustees of Countryside Power Income Fund in the formation $ 95of its outside management company, Countryside Ventures LLC.

2005 Technology Represented the Special Committee of MusicNet in its sale to Baker Capital N.D.

2004 Industrial Represented the Special Committee of NL Industries in its acquisition of CompX International $ 170

2003 IT Services Performed a going-concern business valuation for the creditor’s committee of Impact Innovations $ 18

2003 Retail Represented the Special Committee of Gart Sports Company in its mergerwith The Sports Authority $ 350

2002 Technology Represented the Special Committee of the Board of Directors of Corvis in its acquisition of Dorsál Networks $ 90

2001 Technology Represented the Special Committee of rStar Corp. in its acquisition of Starband Latin America,a subsidiary of Gilat Satellite Networks $ 145

2001 Telecom Represented Accord Networks in its sale to Polycom, Inc. $ 340

2000 Energy Represented Heritage Propane Partners in its merger with US Propane.Mr. Atkins was chairman of the Special Committee of the Board of Directors in this transaction $ 400

2000 Education Represented the Special Committee of GPX in its sale to Veronis Suhler $ 250

2000 Gaming Represented the Special Committee of Isle of Capri in its acquisition of BRDC Inc.

(Lady Luck Bettendorf casino) $ 75

2000 Technology Represented the Special Committee of China Tire in its proposed merger with aprivate Chinese e-commerce company $ 120

1999 Healthcare Represented the Special Committee of Advanced Medical Devices in its sale to IVAC $ 175

1999 Media Represented the Special Committee of Mercom in its sale to Cable Michigan $ 60

1998 Healthcare Represented the Special Committee of Faulding Inc. in its sale to Faulding Ltd $ 200


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