bpc overview

BRYANT PARK CAPITAL OVERVIEW

New York Philadelphia 2

I. OVERVIEW OF BRYANT PARK CAPITAL


Established in 1991 Member FINRA/SIPC

OVERVIEW OF BRYANT PARK CAPITAL

A Comprehensive Suite of Investment Banking Services

Sell-side Advisory

Buy-side Advisory

Fairness Opinions

Leveraged Buyouts and Management Buyouts

Defense Advisory

Take Private Transactions

Recapitalizations and Spin-offs

Equity Placements for Privately Held Companies

PIPE Transactions (Private Investment in Public Equity)

Mezzanine/Subordinated Debt Placements

Senior Debt Placements

Public Offering and High Yield Advisory Services

Reorganizations and Restructurings

Strategic and Financial Advisory and Business Planning

ESOP Funding and Valuations

Business Valuation

Mergers & Acquisitions Strategic Advisory Capital Raising



Advisory Services Throughout the Business Lifecycle

GENESIS GROWTH STABLE MATURITY

BPC Services

Equity Early Stage VC Late Stage VCIPO Advisory

Follow-On AdvisoryPIPE

Private Equity

Debt N/A ABL, Senior Debt, Convertible Debt

ABL, Senior Debt, CF Debt

ABL, Senior Debt, CF Debt,

Senior Debt - 2nd Lien/Subdebt

M&A N/A N/A Buy-Side M&AFairness Opinion

Buy-Side M&ASell-Side M&A

Fairness OpinionOther N/A Advisory

Strategic PartnershipAdvisory

Strategic PartnershipRecapitalization

Restructuring

TIME

REV

ENU

E



Wide Range of Experience

Bryant Park Capital typically focuses on the following industries and their related sub-sectors:

Business & Financial Services Consumer & eCommerce

Healthcare & Biotechnology Industrial & Transportation

Natural Resources Technology, Media & Telecommunications



Transactions by Industry

Completed by BPC Professionals Completed at BPC

283 Transactions

OtherTechnology, Media & Telecom

Natural Resources Industrial & Transportation

Healthcare & Biotech

Consumer & eCommerce

Business & Financial Services

120 Transactions

OtherTechnology,

Media & Telecom

Natural Resources

Industrial / Transportation

Healthcare & Biotech

Consumer & eCommerce

Business & Financial Services

Historical Transactions by BPC ProfessionalsBusiness & Financial Services 39Consumer & eCommerce 39Healthcare & Biotech 51Industrial & Transportation 43Natural Resources 13Technology, Media & Telecom 86Other 12

283

Historical BPC TransactionsBusiness & Financial Services 19Consumer & eCommerce 20Healthcare & Biotech 11Industrial & Transportation 24Natural Resources 6Technology, Media & Telecom 39Other 1

120

Total Transaction Value Over $70 Billion



Mergers & Acquisitions - Representative Transactions



Capital Raising - Representative Transactions


BRYANT PARK CAPITAL

Alternative “Go Public” Financing Strategies

Portfolio Co.

Market Makers

Research/Sponsorship

SEC Legal Counsel

Investor Relations

Shell/ SPAC

Sponsors

Accounting

PIPE Investors Brokers/Dealers

Portfolio Co.

Portfolio Co.

Portfolio Co.

Board Members

Sarbanes Oxley Compliance



Cross-Border Expertise

BPC has significant cross-border transaction experience

BPC has worked on 30 cross–border transactions since 2000 aggregating over $3.0 billion

BPC’s partners are fluent in 5 languages

BPC is a founding member of The Concilio Network - an international network of independent middle market investment banking firms

Network consists of seven European and North & South American based middle market investment banks, including BPC

BPC is affiliated with another investment bank, located in Spain

BPC’s international presence and cross-border experience enables its clients to benefit from:

The Concilio Network’s long standing professional and personal relationships

Members’ significant experience in senior positions with some of the world's leading financial institutions

High level, simultaneous representation across Europe and North America

Local presence to understand unique characteristics of foreign markets

Guidance of experienced senior professionals with meticulous attention to detail on a global scale



International Reach

The Concilio Network:

Copenhagen, Oslo & Stockholm Korral Partners A/S

London

Korral Partners Ltd The Rushton Partnership

Milan

Bycsa M&A S.A.R.L.

Munich & Hamburg Dohr Capital

Paris

Aristea S.A

Nassau & Montevideo Winterbotham Bank & Trust Company

Other Affiliates:

Barcelona & Madrid Alta Partners



Experience Beyond Investment Banking

Knowledge is different than wisdom

Bryant Park Capital’s wide range of experience and perspective gives our clients a unique advantage in that we understand the major issues that management and Boards face in trying to execute a successful transaction

We have helped create shareholder value from all vantage points:



Why Work With Bryant Park Capital?

Special expertise for small as well as large complex transactions

Proven expertise in transaction execution

Operating company experience

Bulge bracket investment banking experience

Process management experience (accounting, SEC, SOX)

Insight into and assessment of all relevant issues

Management and Board objectives, market conditions and regulatory issues

Experienced in making subjective valuation judgments

Skill set and professionalism generally not associated with a firm of our size or focus

Completed M&A transactions totaling approximately $50.3 billion in value for transactions ranging in size from $10 million and up



Bryant Park Capital’s Distinguishing Characteristics



Building Long-Term Client Relationships



The Bryant Park Capital Team – Managing Directors

Joel Magerman, Managing Partner and Chief Executive Officer

Managing Partner, Private Equity, Associated Venture Management Corp. Senior Vice President, Corporate Development, Sales and Marketing, FCA International Ltd. (acquired

by NCO Group) Founder and President, Structured Financial Capital Founder and Board Member, Odyssey Golf Director, Finance and Technology, Citicorp Diners Club B.A., University of California Los Angeles; M.S., University of Pennsylvania Board of Trustees, Germantown Academy, Maccabi USA

Michael Lyall, Managing Director

Director and Head of Corporate Finance, Laidlaw Holdings

Partner, American Acquisition Company

Executive Vice President, Hoare Govett

Vice President, The Chase Manhattan Bank

M.B.A., Harvard Business School

M.A., Oxford University




Volfi Mizrahi, Managing Director

Vice President, Mergers & Acquisitions with focus on technology, telecommunications and life sciences, Robertson Stephens

M.B.A., Harvard Business School

M.S. Electrical, M.S. Biomedical Engineering, University of Pennsylvania

B.S., The Wharton School, University of Pennsylvania

B.S., Biomedical Engineering, University of Pennsylvania

Kurt Bermond, Managing Director

Associate, Inverness Management LLC, a private equity firm with over $400 million in committed capital

Analyst, Merrill Lynch & Co, Mergers & Acquisition Department

B.B.A., Finance & Business Honors, The University of Texas at Austin




John R. Poeta, Managing Director

Founder and Managing Principal, Clear Vision Capital Partners

Adjunct Professor of Management, Drexel University (2007)

Founder & President, PM Securities & Senior Vice President, Phoenix Management Services, Inc.

Managing Director, Griffin Financial Group, LLC, a wholly-owned subsidiary of Stevens & Lee, PC

Shareholder, Stevens & Lee, PC

Partner, Mesirov Gelman

Vice President, Philadelphia Chapter, Turnaround Management Association (2002-2007)

Vice Chair, Board of Directors, Upper Main Line YMCA, Inc. (2003-2008)

LL.M (Tax Law), Temple University School of Law, JD, Rutgers University School of Law – Camden

BS, Gettysburg College



The Bryant Park Capital Team – Vice Presidents

Randolph Chao, Vice President

Associate, Fairmount Partners, Mergers and acquisitions with a focus on middle market companies

Associate, Children’s Hospital of Philadelphia, Strategic and Business Development

Jerome Fisher Management and Technology Program, University of Pennsylvania

B.S. The Wharton School, B.S. School of Engineering and Applied Sciences


TESTIMONIALS


TESTIMONIALS

What Our Clients Are Saying…

“We were impressed with the way that BPC stepped up to the challenge of facilitating a large transaction under extreme time pressure. The BPC team played the role of financial advisor, CFO and investor relations all in one. To a great extent their commitment to the deal ensured the ultimate execution. We look forward to the next transaction.”

Leslee N. Cowen, Managing Director Drawbridge Special Opportunities Fortress Investment Group

“Bryant Park Capital's advice and involvement throughout the financing and closing stages of our transaction were critical to the ultimate closing. The principals of BPC, with whom we had the pleasure to work, were wholly and completely dedicated to the task at hand and through their diligence, their experience, their determination and their tireless effort Enterra was able to overcome the challenges of a complex cross-border transaction in a timely and professional manner. Thank you Bryant Park Capital.”

E. Keith Conrad, President & CEO Enterra Energy Trust

“The BPC deal team was thoroughly prepared and knowledgeable about their client and the industry in general which greatly facilitated JLL’s due diligence process in an industry with many complex operational, financial, regulatory and accounting issues. In addition to introducing us to the opportunity, as JG Wentworth’s financial advisors, BPC was responsive, professional and forthright throughout the sale process. JLL would not have been able to successfully complete the transaction without the involvement of BPC. We look forward to working with them on other assignments in the future.”

Frank Rodriguez, Managing Director JLL Partners


TESTIMONIALS


“BPC has been an exceptional partner for us, not just in service and analytical skills, but in providing real business advice that comes from actual operational experience in addition to their banking experience.”

Frank A. Martin, Chairman, I-Trax, Inc.

“Bryant Park Capital added real value throughout this process. They prepared the Comshare management team and helped us refine our message. Bryant Park Capital created competition and provided access to decision makers of prospective buyers. They were effective at negotiating and gave our management team the ability to run the business while leaving the M&A process to proceed in parallel.”

Dennis Ganster, Chief Executive Officer and Chairman of Comshare

"It's hard to imagine that we could have engaged a more qualified company than Bryant Park Capital to advise and guide us through this transaction. This was a very intense process. The Bryant Park team performed at the highest level and with an allegiance to integrity. They nailed every demanding deadline with quality deliverables that gave us confidence that our commitment to maximizing shareholder value was being met."

Kathleen Brush, Chief Executive Officer of Rogue Wave Software


TESTIMONIALS


“When our North American Steel Division had to dispose of a minority interest in a publicly quoted company in a very short period of time, I had no hesitation in recommending Bryant Park Capital. BPC previously had advised Sumitomo on the successful sale of a troublesome subsidiary in a completely different sector and, I am glad to say, they did an equally good job of arranging for our steel division to sell its entire shareholding via a "block trade" in the public markets within the time and pricing constraints imposed by our year end deadline.”

Takahiro Izuta, General Manager Investment Development Dept., Sumitomo Corporation

"As entrepreneurs, we are involved in a wide variety of businesses. Bryant Park has made the effort to familiarize themselves with our interests and, on their own, they have brought us many strategic opportunities. Introducing us to RCG on their own initiative is another example of the type of outstanding value-added service we have received from Bryant Park."

William A. Goldstein Chairman, 1-800-CheapSeats

“Despite a number of unexpected challenges, Bryant Park Capital accomplished their assignment with proficiency, professionalism and integrity. BPC gave us the senior level focus and attention we needed to successfully complete our deal."

Chris Davis, Chairman of the Board, Tangram Enterprise Solutions, Inc. and Managing Director and CFO, Safeguard Scientifics, Inc.


TESTIMONIALS


“Bryant Park did a terrific job in pulling together all of the pieces of a complex transaction to enable us to raise the financing for our acquisition of OneTravel. We were on such a short deadline that without BPC's involvement, creativity and commitment to the process, we would have not been able to take advantage of this great acquisition opportunity.”

Marc Bercoon, President, OneTravel Holdings

“When we engaged Bryant Park Capital, we thought we had retained a group to help us secure financing for this transaction. To our surprise, what we got was a very sophisticated and creative partner and advocate that opened our eyes to a full breadth of industry specific knowledge that greatly improved our negotiating position on many key points. Bryant Park also had the depth in personnel to support us in every moving facet of our transaction every step of the way. We had a great experience with Bryant Park and value our relationship with their staff very much. We look forward to working with Bryant Park on future transactions and as a consultant with some of our portfolio companies.”

William A. Goldstein,, Chairman of LA Digital Post and Managing Member of LADP, LLC

“We worked closely with Bryant Park Capital and a senior executive to find investment opportunities in the office products arena. Bryant Park not only identified the senior executive but also added real value through the process by bringing a number of credible opportunities to us and providing real objective advice. Centre Partners appreciated Bryant Park Capital's persistence and diligence throughout this process and looks forward to working with them on new projects.”

Bruce Pollack, Managing Director, Centre Partners Management LLC

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