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Private Company Services

Exit Strategies

The deal processPart four in a series

PwC Game on: Mega-event infrastructure opportunities2

A series for privately held business owners

Introduction: navigating uncharted territory

In business, every day presents new challenges, yet the seasoned business owner is rarely faced with the complete unknown. Using experience and judgment as compasses, an owner generally feels at least somewhat on steady ground, knowing in broad terms how to proceed. But when the same owner seeks to sell that business, there may be no familiar guideposts to lead the way. Moreover, an owners judgment is sometimes influenced by the emotions connected to a business that has been so personal. This can lead to a sale process ripe for missteps, which all too often results in the realization of a lower value upon sale or, worse, a failed deal. This installment is intended to highlight key considerations that will enable a business owner to better retain control over the process while maintaining speedtwo factors essential for an optimal outcome.

Consider the following scenario. A business owner wishes to sell but is uncomfortable with the idea of undertaking a process that will require enormous effort and vast resources and in which multiple strangers will be looking in depth at a company that has always been deeply private. Nevertheless, an auction process arguably presents the best way to maximize sales value, so the owner begins the sale process, ultimately sending an offering memorandum to, say, 35 buyers.

At the beginning of October, one of the potential buyers a financial buyeroffers $120 million. But with the offer, the buyer wants exclusivity while conducting a 60-day due diligence process. In other words, the business owner has to promise not to work with any other potential buyers for 60 days. The owner is thrilled: no multiple negotiations, no multiple disclosures, less of a time drain, and a great price to boot. The owner starts imagining life after retirement.

Perfect scenario? Or perfect storm?

Fast-forward to the end of November, 60 days later. It turns out that as the potential buyer proceeded with the due

diligence process, it put the company under an intense beam of scrutiny, testing the underlying performance metrics and questioning the value of the business for multiple reasons. Now, at the end of the exclusivity period, the potential buyer says it needs more time. The seller grudgingly agrees, wanting to keep the process moving. After all, so much time has already been invested. And, thinks the seller, were so close to a deal.

So the extension is granted. The other potential buyers have moved on, and time marches on as well. Business disruption is becoming more apparent as the process consumes management resources. However, the seller is thinking more and more about life after retirement and perhaps paying less attention to running the business. After all, thinks the seller, were still so close to a deal

In the middle of January, the potential buyer says, As a result of our due diligence, weve concluded that we cant justify paying $120 million. We think we can pay $100 million. And, by the way, we cant agree to a number of terms in your proposed agreement.

What does the seller do then? Agree to a less favorable deal than originally anticipated? Some may opt to take that course of action. Others may decide to turn down the deal and go back to the other potential buyers who had originally expressed interest. But the company may no longer look as attractive. All of the formerly interested buyers know the company could not reach a deal. And the underlying strength of the company may have trickled away if the owner took his eye off the ball by thinking about life after the deal.

What happened in this example? The seller lost control of the process and lost the crucial advantage of speed. Even after a business has carefully prepared for a potential sale, there are still numerous potential pitfalls to avoid in order to get through closing successfully.

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Ready, set, wait | 03Courting potential buyers and managing the information flow | 06Making the choice | 10Negotiating and getting to closing | 11Ten tips for making the deal | 13Life after the deal | 15

About Private Company Exit Strategies

The first installment, Making the Decision to Sell, discusses why enhancing value upon the owners exit begins with a process of identifying the owners business and personal goals and objectivesand how, to a large extent, they determine the best exit strategy and right type of buyer.

The second installment, Finding the Right Buyer, focuses on seeing the business through the eyes of potential buyers and buyer types and on understanding how their various objectives and value drivers fit with the sellers personal and financial goals.

The third installment, Preparing the Business for Sale, suggests some tactics to consider as well as mistakes to avoid in preparing for the sale of a privatebusiness.

The fourth installment, The Deal Process, discusses the process of getting from negotiation to closing and explores ways to avoid pitfalls along the way.

The fifth and final installment in our series, Preparing for Life after the Deal, discusses how to preserve and transfer the wealth generated by the exit from your business.

To view all published installments in the series, visit www.pwc.com/pcs/exitstrategies.

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Ready, set, wait

Youve made the decision to sell. Youve considered the possible types of buyers and the type of sale that will work well for your business. Youve considered the value of the business and geared up for an actual sale process, building a package to present to potential buyers. Now youre ready to approach potential buyers and begin the actual sale process. Or are you?

Even if youre clear about answers to the preceding questions, youll still need to ask yourself:

Is it still the right time to sell?

Have you adequately prepared for the time commitment and resources that the selling process will require? Have you lined up sufficient internal resources and external advisors to provide needed expertise?

Have you developed a specific, comprehensive, and realistic sales timeline?

Consider timing and market conditionsBefore you give the go signal, reconsider your plan in light of current market conditions. Has the market outlook changed since you initiated the process and articulated your divestiture strategy? For example, if market conditions have become more difficult, youll need to be realistic about the effects of those conditions on your sales process. The valuation may be lower than you originally anticipated. The process may also move more slowly than it might in a strong market. Buyers will ask more questions, perhaps more difficult ones. You need to ask: In light of current market conditions, is it still the right time to sell?

Revisit specific transaction objectives and prioritiesBefore you give the green light to the sale process, first evaluate what has been learned during the planning process and compare it with the objectives articulated at the start of the process.

Contemplate the following:

Are your objectives still clear? Have you prioritized them to determine their relative importance? Have you taken all stakeholders into consideration? Does your plan still meet your objectives? Have you considered your options and alternatives?

Have there been any relevant transactions in your sector to use as benchmarks?

Do you understand the types of potential buyers and why each would find value in your business (including the synergies and cost-savings available)?

Do you feel confident you will be able to answer in-depth buyer questions and provide supporting data as necessary?

Does your idea of value correspond with the likely opinion of potential acquirers? If not, how do you plan to bridge the gap?

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Perhaps youll decide to wait. If so, the decision should not necessarily deter the company from its overall strategy. Management should use the opportunity to continue to manage the business for the future and to strengthen operating performance over the interim period. Remember, at this point in the process, you should still be running the business as if youre not going to sell, to minimize disruption and maintain operating momentum. So a decision to delay the sale should have minimal impact.

Or perhaps youll decide to go forward. In that case, youll do so from an informed perspective that is less likely to reduce your control of the process.

Line up internal resources and outside expertisePrivate company business owners often underestimate how time-consuming and resource committing the sale process is. In doing so, two things can go wrong: either the owner may not commit enough time to adequately maintain control over the sales processsuch as by ensuring timeliness, properly managing information flow, negotiatingor the owner may be so preoccupied with the sale process that inadequate attention is given to running the business. It is critical not only to

understand and plan for the internal resources that will be needed to support the transaction but also to supplement the internal resources with resources from outside advisors as needed.

A team of trusted advisors and deal specialists can provide insight, objectivity, and guidance in many complex areas. Such areas may include:

Legal

Corporate finance/valuation analysis

Process management support

Broker/dealer services

Sell-side due diligence

Accounting expertise

Corporate and personal or estate taxes

Specialty adviceregarding, for example, environmental/ risk, industry

To effectively use advisors, an owner must involve them early enough in the process to enable them to help influence the outcome. The further an owner advances into a potential deal, the more limited the options become.

Structure the deal from a tax perspectiveSignificant value can be lost in a transaction when a seller enters the negotiation process without having already considered the structure of the deal from a tax perspective. Sellers should involve tax advisors before negotiations begin, so they may enter those negotiations with an understanding of the tax consequences of a transaction. (This is discussed more fully in the third installment of this series, Preparing the Business for Sale.)

Every deal is different, and a tax advisor can tailor solutions effective for both the business and its owners. Too often, a sale process has already reached the letter-of-intent stage before tax advisors are consulted. At that point, many areas have already been negotiated, and tax-efficient alternatives may no longer be options. This may cause the seller to lose the chance to present beneficial structuring alternatives to the buyer. Furthermore, changing the tax strategy at this stage may in some situations jeopardize the expected value to both buyer and seller and put the underlying transaction itself at risk.

Developing tax strategies early is also one of the important ways a seller can remain in control of the selling process. For example, the usual strategy is to defer tax gain whenever possible so as to allow the seller the benefit of the cash proceeds immediately while postponing the need to pay related taxes until a later date. Yet at this

writing, the federal capital gains tax rate is at an all-time low of 15 percent, and that low rate is currently set for sunset. Further, in the current, uncertain political landscape, many believe rates will only go up. Therefore, in some instances, cashing out now may be the best strategy for locking in low rates.

Regardless of the tax rules in effect at any particular time, the best tax structure for a particular deal depends on a complex mix of tax rates and the specific tax attributes of both the business owner and the business to be sold.

Determine a specific sales timelineBefore potential buyers are contacted, you should develop an execution plan and a timeline. Address the following items/actions:

Strategic objectives and process management

Drafting of company descriptive materials

Performance of sell-side due diligence

Preparation of management presentations

Buyer due diligence

Legal documentation and closing

The two critical elements of an optimal sales process are speed and control. With a clearly developed timeline, youre more likely to maintain both.

Every deal is different, and a tax advisor can tailor solutions effective for both the business and its owners.

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Identifying and connecting with potential buyersAs discussed in the second installment of this series, the seller, by this point in the process, will have already evaluated the likely potential advantages and disadvantages of financial and strategic purchasers and how the differences will likely affect objectives and potential outcome. Now is the time to identify specific potential buyers. For strategic buyers, sellers may want to consider current or potential competitors, suppliers, or even customersanyone who might seek vertical integration or other synergy. For potential financial buyers, sellers might start by looking to those financial buyers that have portfolio companies in similar lines of business or industry. For some companies, it may be a simple process to identify likely acquirers; for other businesses for which the likely buyer is not obvious, it may make sense to engage an investment banker who will proactively work to identify potential acquirers. However, it should be noted thatas opposed to many other advisors who may work at an hourly rate or for a fixed feean investment banker often requires a retainer and a success fee based on a percentage of the proceeds from the transaction.

Depending on the number of potential acquirers, a seller may opt to contact a handful of specific buyers individually or to arrange an auction (a process by which the sale of the business is

marketed to multiple parties). Most sellers will try to focus their efforts on 25 or fewer potential buyers, and then narrow their focus to those who are the most serious and whose proposed transaction terms are most attractive. An investment banker may break the process into segments to optimize the flow of information throughout the selection and preliminary negotiation period.

Once the seller has identified the initial pool of potential buyers, its time to reach out to them and highlight at a high level why the company for sale is attractive. If potential buyers want to learn more about the company, sellers should have them sign a nondisclosure agreement before further information is provided. Once the nondisclosure agreement has been signed and the seller is legally protected, the key then becomes knowing how much information to provide and when to provide it.

Managing the flow of informationStrong process management ensures that the right information is provided at the right time to help the seller maintain control of the deal process while supporting the buyers decision-making process. An effective, and increasingly common, way for sellers to do this is to hire outside experts to conduct due diligence on the company before buyers come in. This allows sellers to fully understand any issues with the

Courting potential buyers and managing the information flow

By now, your companys descriptive materials and data room are readyand youre prepared to begin interaction with potential acquirers. Success from this point forward depends in large part on a balance of speed and control over the process. Part of this control involves carefully managed interactions with potential buyers.

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company that may concern buyers; sellers can then address these issues early on and maintain the most leverage and control over the deal process. Sell-side due diligence also creates the foundation for developing a comprehensive and effective data room. The third installment of this series, Preparing the Business for Sale, discusses the need to prepare a wide range of informationfrom a confidential information memorandum to the comprehensive details of a data room. When and how such information is provided for buyers is a key element in maximizing value.

An effective process protects confidential information, maintains speed by avoiding unnecessary and repetitive explanations and meetings, enhances buyer interest, allows increased insight into the buyers motives and key interests, andultimatelyenhances value and gives the seller control over the process.

Once a nondisclosure agreement has been signed, the extent of information and level of detail should be balanced, providing enough information to enable buyers to determine a fair value but also limiting the amount of sensitive or competitive information disclosed to anyone other than the ultimate purchaser. But how is that balance achieved? And what information should be disclosed to whom?

If the potential buyer pool has been narrowed down to one or two parties, the seller generally gives those potential buyers much of the information they request. But in an auction, the seller needs to manage the information much more carefully until the number of potential buyers has been reduced.

The confidential information memorandumThe confidential information memorandum (CIM) is usually a 50- to 75-page document that captures a businesss key information, which a potential buyer needs in order to determine its interest in pursuing an acquisition. The CIM contains an overview of the business, key growth opportunities, market share data, and competitive position. It also contains details on historical and projected financial performance, management background, product and business descriptions, operations, and sales and marketing. An effective and well-written CIM can be a strong facilitator in the selection phase of the selling process. Depending on the nature of the likely purchaser, a seller may not need to prepare a full CIM but should nevertheless be prepared to assemble a comprehensive data pack.

The better a seller understands the type of buyers being targetedwhether theyre financial buyers or strategic buyersthe better the seller can tailor the specific content and nature of the data provided. For example, if any potential

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buyers are financial buyers, the CIM might also include a background on the industry, because financial buyers may not be familiar with the sellers industry. However, if the targeted acquirer is already familiar with the business, much of that detail can be omitted.

How much time the buyer would need to perform due diligence;

What contingencies might be attached to the bid;

How the buyer would finance the deal.

An effective and well-written CIM can be a strong facilitator in the selection phase of the selling process.

Moving from the general to the specificThe seller can now provide the CIMtypically along with a letter containing specific bid instructionsto those potential buyers who have expressed interest in learning more. The letter will set forth the timeline and details of the process and usually request a preliminary indication of value in addition to any other information deemed necessary to the decision-making process. Such information might include:

The structure of the deal (i.e., stock or asset deal);

Why the buyer thinks the two of them make a good match;

How the buyer plans to run the business going forward;

The buyers plans for existing management;

The bid instruction letter should generally allow a limited time perhaps three to four weeksby which interested parties must respond with their preliminary indications of value and other conditions. Again, if the seller is adequately prepared, its generally best to move fast. Moreover, by setting the terms, the seller maintains control of the process. From a process perspective, the seller has the most leverage at this point, assuming multiple parties are interested in competing for the company.

At the end of the stated period, the seller should hopefully have received responses from a subset of those who received the CIM, with a range of indications of value. The seller may wish to disregard those bidding below an acceptable minimum or may decide to keep some of them in the process to enhance competition.

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Managing access to the data roomThose potential buyers kept in the process will be invited into the data room. In the past, few deals used online data rooms; these days, perhaps 80 to more than 90 percent of deals are done online. An online data room provides significant time efficiencies as well as the ability to carefully control access to information. For example, there may be sensitive information that a seller wouldnt want a strategic buyer, who may be a competitor, to see until after a purchase agreement is signed, but the seller may not be as hesitant to share the same information with a financial buyer. The online data room provides such flexibility. The online data room also allows the seller to assess the level of a bidders interest overall and in specific areas by enabling the seller to see how much time each bidder has spent in the data room and where that bidders attention was focused.

Depending on how robust the process is, the seller may not want to make all information available from the beginning; instead, the seller may prefer to withhold more sensitive details until later in the process, when the pool of interested parties has narrowed again. Further, the seller may want to wait until buyers themselves ask for certain information before providing it.

Management presentationsAs the pool of suitors narrows, the seller will invite the remaining ones to a face-to-face meeting with management.

The management presentation will expand on information in the offering memorandum and give buyers opportunities to ask questions. Generally, sellers should try to limit the amount of management access provided for buyers as a way of controlling the process as much as possible and of allowing management to continue focusing on running the business.

Maintaining control as the stakes get higherThe final two or three bidders may be given full access to the data room, along with a seller-friendly draft of the purchase and sale agreement for their markup and comments prior to the selection of a final bidder. A seller who drafts the agreement instead of waiting for the buyer to do so maintains control over the process in a number of ways. The seller can set the tone based on personal objectives while comparing bidders and gathering insight into how each buyer will react or respond to specific provisions in the agreement. For example, one buyer may offer a higher price than another, but its terms may be less favorable; knowing the terms up front gives the seller greaterand earlieropportunities to prioritize price and various terms while moving from negotiation to closing. Note that although buyers will respond with their markups during the bidding process, the final bidder, once selected, will also almost always raise additional comments and negotiating points.

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their reputations in the marketplace, and whether they have the corporate infrastructures to enable them logistically to get a deal done. If youre not confident the selected buyer can follow through ultimately to closing, you should be very hesitant to sign a letter of intent and thereby provide exclusivity.

Letter of intentOnce youve settled on your final bidder, youll typically draft a letter of intent (LOI) that sets out the key terms at a high level. Although an LOI is nonbinding, it can be helpful in laying out a baseline understanding of key terms to help move the parties closer to signing. If many of the key areas have already been addressed in the final bid letter, the final bidder may simply confirm certain terms and ask for a period of exclusivity to finalize any remaining confirmatory due diligence with respect to a wide range of areassuch as financial, legal, environmental, risk management, human resources, and tax issues while simultaneously negotiating the purchase and sale agreement. The exclusivity period can range from 30 to 90 days, with 45 to 60 days the norm. Obviously, buyers want longer exclusivity, and sellers want shorter.

Making the choice

As the seller, once youve selected a final bidder, youve lost much of your leverage. Therefore, this is the most important decision youll make in the process.

Its not as simple as priceOn the surface, price may seem to be the easiest way to compare offers, but much more must be considered. Generally, there are three primary areas to consider: price, terms, and certainty to close. As the seller, you must determine which area is the most important to meet your originally stated objectives; its rare for one buyer to stand out from the pack in all three.

Price Not every dollar is equal. For example, a cash purchase price is generally preferable to a purchase price in stock. Earnouts may allow the buyer to pay more, but they also introduce an element of risk.

Terms The terms that are most important differ on every deal and with every seller. Important terms could include noncompete consulting arrangements postclose, management team continuity, continued employment of family members, and timing of the signing and closing. You must decide which are most critical to you to help differentiate between bidders.

Certainty to close Given the effort youve undertaken and the resources youve expended as a seller, you should consider the bidder with the greatest certainty to close. Things to bear in mind include the bidders financial wherewithal,

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Negotiating and getting to closing

Negotiate clauses as a block as opposed to clause by clauseWhen negotiating the purchase and sale agreement, you want to make sure you understand all of the buyers issues as a whole, so that you dont get picked apart by the buyer bit by bit (sometimes referred to as death by a thousand paper cuts). If you understand up front what factors are important to the buyer, you can compare those with the factors that are important to you and devise a negotiating strategy accordingly. There are a significant number of possible negotiating points, such as indemnification, warranties, and purchase price adjustment clauses. There is much horse trading in the negotiating, and to the extent you can best understand the relative importance of the issues to the buyer, the better the likely outcome for you.

Dont underestimate the value of a seasoned deal attorneyIt is essential for sellers to work closely with their mergers and acquisitions counsel to understand the economics of all legal aspects of the purchase and sale document. Further, buyers often take unreasonable positions in negotiations. Under pressure to move forward, you may be tempted to accept those positions, to assume undue exposure, or to forgo a benefit that should normally be yours. Based on their experience in similar situations, your advisors can provide objective guidance regarding whether the requests are reasonable or not. And they can assist you in deciding which terms to accept, when a compromise is appropriate, and when you should

adamantly stick to your position. Legal terms and conditions have economic impact, and good lawyers can help you prioritize the battles and fine-tune the final agreement to optimize the considerations in play.

Know when to walk away and when to make that final leap of faithAs you finalize the purchase and sale agreement, the negotiation will frequently boil down to a handful of key items wherein each side is entrenched in a position and is hesitant to compromise any further. It is at this point when you need to dig down deep and decide whether you can stomach the last mile. The last step is typically the toughest, because almost every deal will require you to accept some terms that, at the outset, you did not anticipate having to accept. So, before making the last leap, you should perform one last gut check.

Are the suggested terms too onerous, such that the stated objectives at the outset will no longer be achieved? Has the trust between the parties eroded through repeated retrading of previously agreed terms? Do you foresee a poor ongoing relationship with the buyers postclose such that the required partnering will be difficult to achieve? If you answer any of those questions affirmatively, it may indicate that you may not ultimately be able to consummate the deal. However, deals are by nature products of compromise, and if youve been managing the process effectively and optimizing the result, you should feel good about the decision to move forward to signing and closing.

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This document is provided by PricewaterhouseCoopers LLP for general guidance only, and does not constitute the provision of legal advice, accounting services, investment advice, written tax advice under Circular 230 or professional advice of any kind. The information provided herein should not be used as a substitute for consultation with professional tax, accounting, legal, or other competent advisors. Before making any decision or taking any action, you should consult with a professional advisor who has been provided with all pertinent facts relevant to your particular situation. The information is provided as is with no assurance or guarantee of completeness, accuracy, or timeliness of the information, and without warranty of any kind, express or implied, including but not limited to warranties or performance, merchantability and fitness for a particular purpose.

For more information about PricewaterhouseCoopers Private Company Services practice, visit www.pwc.com/pcs.

Ten tips for making the deal

Keeping these principles in mind can ease the process and help you avoid classic mistakes.

01Mind the store.The sale process consumes significant amounts of time, energy, and other resources. It is surprisingly easy for youor your entire management team to become so focused on managing the sale process that you or they neglect the day-to-day demands of running the business.

02 Be sure everyones on the same page.The sale process is a complex one, requiring input from and effort by multiple individuals across all functions of the business. Unless everyone rows in the same direction, messages will be mixed and the process will bog down.

03Get the right advisors and the right expertise.As a business owner, you know your business and youre used to making the decisions. In a sale, however, youre navigating uncharted waters.

04 Manage the business right up until closing.Dont assume too early that a deal is done and start focusing energy on your life after the dealdreaming of retirement and relaxing on the beach. This can lead you to stop managing the business effectively or to stick with an otherwise deteriorating deal simply because youre already emotionally committed to the life youve envisioned after the deal. Some deals never go through. And its important to hit projections.

05Value your business on its own merits.Once you hear what another guy got for the sale of his business, you might not be content with a lower offer for your business, even though it may be optimal or appropriate given the circumstances. Every deal is unique, and the stories you hear rarely include information about the many differences between the two businesses.

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06Know that dollars are not the only factors.You may be tempted to jump into the deal process upon receiving an offer that looks enticing. However, a promise of more money with more contingencies is not always the preferred route. Take time to understand the present value of structured components of consideration, such as seller paper or earnouts and the associated risks. Investigate whether the potential buyer has a good track record of sticking with original offers. There are many issues to consider: How quickly can they close? Are there financing contingencies? What additional due diligence do they want? In other words, what issues could stop you from signing this deal with this company?

07Keep the circle of knowledge as small as possible.News of an impending sale can make employees nervous and give competitors the opportunity to take market share away. You dont want someone whispering in someones ear, You dont want to use them. Theyre about to be sold.

08Keep your options open.Competition is a good thing. Its possible to waste a great deal of time and money in the deal process with a buyer who makes an exciting initial offer but then, late in the game, shows no intention of closing the deal at that price or on those terms. Meanwhile, you may have let other suitors fall away or taken your eye off company operations, only to see the deal fall apart. Speed is goodbut not for speeds sake.

09Be up front about potential issues.Should a potential buyer find out negative information late in the game, it could result in a significant reduction in the price and could jeopardize the transaction itself. Present yourself and your company well, but remember that numbers and facts that stick are always better than ones that erode.

10 Be prepared.Dont rush to market. Lack of adequate preparation before beginning the selling process is always a major pitfall. Optimizing value and getting to closing requires that you put your best foot forward, make your presentation polished and complete, and be prepared for questions.

For further information, please contact:The next and final installment of this series, Life after the Deal, will discuss estate and tax planning considerations, ways of handling the effects of various exit strategies, and dealing with personal wealth issues effectively after the sale.

This publication has been prepared for general information on matters of interest only and does not constitute professional advice on facts and circumstances specific to any person or company. You should not act upon the information contained in this publication without obtaining specific professional advice. No representation or warranty (express or implied) is given as to the accuracy or completeness of the information contained in this publication. The information contained in this material was not intended or written to be usedand cannot be usedfor purposes of avoiding penalties or sanctions imposed by any government or other regulatory body. PricewaterhouseCoopers LLP, its members, employees and agents shall not be responsible for any loss sustained by any person who relies on this publication.

2013 PwC. All rights reserved. PwC and PwC US refer to PricewaterhouseCoopers LLP, a Delaware limited liability partnership, which is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity. This document is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. LA-13-0194

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J. Fentress Seagroves Jr. Principal, Transaction Services NY office: (646) 471 4190 ATL office: (678) 419 4189 Mobile: (678) 361 8708 email Fax: (813) 207 3499 Fax: (678) 419 4200 fentress.seagroves@us.pwc.com