Tuesday, June 30, 2009

Offices of Katten Muchin Rosenman LLP 19th Floor Conference Center 525 West Monroe Street • Chicago, IL

Richard P. ConklinManaging Director Equity Capital Markets Robert W. Baird & Co.

Steven L. DresnerFounderDealFlow Media, Inc.

Chris PerryPartnerCIVC Partners

Mark D. WoodPartnerKatten Muchin Rosenman LLP

Kenneth W. MillerPartnerKatten Muchin Rosenman LLP

Table of Contents

Tab 1: Speaker Bios

Tab 2: Katten Brochures

Tab 3: Handout Materials

Richard P. Conklin

Steven L. Dresner

Kenneth W. Miller

Christopher J. Perry

Mark D. Wood

Private Equity

Securities

Presentation

PIPEs Report

RICHARD P. CONKLIN MANAGING DIRECTOR, EQUITY CAPITAL MARKETS p / 312.609.5480 rconklin@rwbaird.com

Rick Conklin is Managing Director in the Equity Capital Markets group for Robert W. Baird & Co. He is responsible for

leading equity origination efforts for Baird's Industrial and Real Estate teams. Rick also heads up Baird's private

placement practice, with a focus on PIPES and Registered Direct offerings.

Prior to joining Baird, Rick served as Head of Global Investment Management for Prologis. Rick also spent several years

with William Blair & Co. where he founded and led their corporate finance activities in equity private placements for small

capitalization public companies. Prior to joining William Blair & Co., Rick founded and ran the Private Equity Investment

Banking specialty at Jones Lang LaSalle.

Rick received a BBA from the University of Notre Dame and an M.B.A. in Finance from The Wharton School of the

University of Pennsylvania.

STEVEN L. DRESNER FOUNDER p / 516.876.8006 Ext. 22 steven@dealflowmedia.com

Steven Dresner is the founder of DealFlow Media, a financial publishing company offering a variety of research, database

services, and conferences. Prior to founding DealFlow Media in 2002, Steven was chairman and chief executive officer of

VCOM Corporation, a technology development firm that designed Internet-based telecommunications software. Steven

has a BS in psychology from George Washington University and both an MBA in finance and a graduate degree in

computer communications and networks from the Lubin School of Business at Pace University. Steven is co-author and

editor of two books on private placements including PIPEs: A Guide to Private Investments in Public Equity - Revised and

Updated Edition (Bloomberg Press) and is also a contributor to Reverse Mergers: Taking A Company Public Without An

IPO (Bloomberg Press). Steven is also a private pilot presently working on his taildragger endorsement and instrument

rating.

KENNETH W. MILLER PARTNER Chicago p / 312.902.5261 f / 312.577.8747

ken.miller@kattenlaw.com

Kenneth W. Miller is a partner at Katten Muchin Rosenman LLP, where he serves as Co-Chairman of the Firm's Private

Equity Practice. His practice focuses on representing venture capital and private equity firms, corporations, pension funds

and other private investors in equity and debt financings, leveraged buyouts and other mergers and acquisitions,

dispositions and recapitalizations. Mr. Miller provides general corporate counseling to corporations in a wide variety of

industries and advises executives in compensation and equity related matters. Mr. Miller also advises publicly traded

corporations in connection with the sale to or acquisition of other publicly traded corporations.

Mr. Miller has represented private equity funds in numerous investments and acquisitions including: the purchase of

minority interests in technology, health care and retail companies; leveraged buyouts of retailers, distributors and

manufacturers; and the formation, financings, acquisitions and sales of emerging growth companies. He is listed in

Chambers USA: America's Leading Lawyers for Business (2004-2008) and Best Lawyers in America (2006-2008).

Mr. Miller also represents various companies in their transactional activities, including the acquisition of pharmaceutical

products.

In 1985, Mr. Miller received his law degree magna cum laude from the Northwestern University School of Law. He was a

member of the Northwestern University Law Review and Order of the Coif. He received his undergraduate degree in

accounting with highest honors in 1982 from the University of Illinois and was selected for the Bronze Tablet.

CHRISTOPHER J. PERRY PARTNER p / 312.873.7330 CPerry@civc.com

Chris shares overall strategic and operating responsibility for CIVC Partners, a Chicago based private equity firm. Chris

joined CIVC as a partner in 1994 after leading Continental Bank’s successful Mezzanine Investments and Structured

Finance groups. He is a director of The Brickman Group Ltd., LA Fitness International LLC, Thermo Fluids, Inc., Icon

Identity Solutions Inc., and Wintrust Financial. He is Chairman of the Board of Trustees for Cristo Rey Jesuit High School

and a member of the Board of Trustees at Loyola Academy. Chris received a Bachelor of Science in Accountancy from

the University of Illinois and a Master of Business Administration from Pepperdine University. He is a Certified Public

Accountant.

MARK D. WOOD PARTNER Chicago p / 312.902.5493 f / 312.577.8858

mark.wood@kattenlaw.com

Mark concentrates his practice in corporate and securities law, and is Co-Chair of the firm’s Securities Practice. Mr. Wood represents issuers and investment banks in public offerings and private placements of equity and debt securities and in other securities matters. He also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going private transactions, joint ventures, strategic alliances, PIPEs and private equity investments. In addition, he counsels public companies on securities law compliance, disclosure, corporate governance and compensation-related issues.

Mr. Wood is a frequent speaker and writer on securities and corporate law topics. His speeches and publications include the following:

Speeches/CLE: Practising Law Institute, Understanding the Securities Laws, 2004-2008, Co-Chair, and 2001-2003, “Liability for Exchange Act Violations”; DealFlow Media, The PIPEs Conference 2007, October 2007, "Enforcement Update" (panel member); DealFlow Media, The PIPEs Conference 2008, PIPEs Legal Roundtable; Practising Law Institute, Securities Filings 2008, "Risk Disclosure";DealFlow Media, The PIPEs Conference 2006, November 2006, “Asset Based Financing: Using Debt Securities in Private Placements”; Practising Law Institute, Hot Topic Briefing, "New Trends in Securities Litigation: Issues, Cases and Recent Initiatives," May 2007; Glasser LegalWorks, SEC “Hot Topics” Institute, Spring 2004, “Regulation FD Developments”; Glasser/RR Donnelley, SEC “Hot Topics” Institute, Spring 2003, “Reg. G; Non-GAAP Rulemaking” and “Current Reports on Form 8-K”; Bowne/Glasser Legal Works, SEC Issues Update, Spring 2002, “Audit Committees After Enron”; Bowne/Glasser Legal Works, SEC Issues Update, Spring 2001, “Recent Developments in Employee Compensation under the Federal Securities Laws”; Chicago Bar Association, Securities Law Committee, February 2001, “Perils and Pitfalls of Drafting Private Placement Memoranda and Registration Statements”; Illinois Institute for Continuing Legal Education, Federal Securities Law 2003, May 2003, “Enhanced Disclosure Under New SEC Rules and Regulations”; Chicago Bar Association, 2003 Securities Law Institute, March 2003, “Sarbanes-Oxley Act of 2002.”

Publications: ABA Section of Business Law, The Practitioner’s Guide to the Sarbanes-Oxley Act, “Code of Ethics”; Practising Law Institute, Understanding the Securities Laws 2007, "Liability for Securities Law Violations"; Illinois Institute for Continuing Legal Education, Securities Law, “Corporate Transactions in the Securities Context, including Tenders, Exchanges and Going Private Transactions”; Shareholder Value Magazine, July/August 2001, “Treading Water” (article regarding repricing of underwater stock options).

Mr. Wood is an active member of the Committee on Federal Regulation of Securities of the Business Law Section of the American Bar Association and is also a member of the Chicago Bar Association, where he previously was the Chairman of the 1934 Act Reporting Subcommittee of the Securities Law Committee.

Mr. Wood earned a Bachelor of Science degree in Accountancy, with High Honors, from the University of Illinois in 1987 and graduated cum laude from the University of Michigan Law School in 1990. Mr. Wood is a Registered Certified Public Accountant.

PRIVATE EQUITY

• Growthcompaniesinallaspectsandphasesofthecorporatelifecycle,includingstart-upfunding,follow-onfinancings,acquisitionsandliquidityevents;

• Lendersandborrowersinconnectionwithseniorloans,mezzaninedebt,secondlienloansandequityco-investmentsinleveragedbuyout,recapitalization,acquisitionandrefinancingtransactions;

• Privateequity-sponsoredportfoliocompaniesintheirday-to-daylegalneeds;

• Seniormanagementinconnectionwithprivateequitytransactions,equityinvestments,incentiveequity,compensationandotheremploymentmanners;

• Privateequitysponsorsandotherparticipantsincon-nectionwithgoingprivatetransactions;

• HedgefundsandotherinstitutionalinvestorsinPIPEstransactions(privateplacementsofpublicsecurities);and

• Sponsorsandportfoliocompaniesinconnectionwithrestructuringsandotherworkouts,andinvestorsindis-tressedcompanyacquisitions,dispositionsandfinanc-ings,bothinsideandoutsideofbankruptcycourt.

WHAT SETS US APART

Middle Market Focus

ServingtheneedsofprivateequityparticipantsinthemiddlemarketisacorefocusofourPrivateEquityPractice.Wehavelongstandingrelationshipswithmanyofthespon-sors,financingsources,managementteamsandintermedi-ariesthatoperateinthisspace.Theserelationshipsallowustogiveourclientsmarket-specificinsightintothelatesttrendsandconditionsimpactingthesourcing,financingandotheraspectsoftheirtransactions.Wealsoleveragethisnetworktoconnectourclientswithinvestmentopportuni-ties,managementteamsandresourcesintheirmarket.

The Private Equity Practice at Katten Muchin Rosenman LLP has earned its reputation as a trusted partner that works with private equity sponsors to maximize the value of their investments from entry through exit.

Wehavehandledhundredsofprivateequitytransactionsranginginsizefromunder$10milliontoover$4billion.Chambers&Partnershasrecognizedseveralofourpart-nersasleadingprivateequitylawyersandrankedourfirmasafinalistfortheU.S.PrivateEquityLawFirmoftheYear.

Ourextensiveexperiencegivesusanin-depthunderstand-ingofthecurrentterms,structuresandpracticesintheprivateequitymarket.Wetakeacommonsenseapproachtotransactionsthatiskeenlyfocusedonourclients’busi-nessobjectivesandthelegalrisksimportanttothem.Weunderstandthatrelationshipsmatterandthatouractionsareareflectionofourclients.Wearededicatedtoprovidingresponsive,top-qualityservicethatemphasizeshands-onparticipationbyexperiencedseniorpartners,andefficientstaffingthatmanagescosts.Together,thesestrengthsallowustoprovideourprivateequityclientswithtailoredsolutionsthatachievetheirbusinessgoalsandprotecttheirlegalinterests.

OUR SERVICESOurdiversepracticespansallaspectsofprivateequityinvestment,includingtherepresentationof:

• Buyoutfunds,venturecapitalfunds,debtfundsandotherinstitutionalinvestorsinleveragedbuyouts,minorityinvestments,publicandprivateexittrans-actions,recapitalizations,restructuringsandfundformations;

Leading-Edge Tax Structures

Katten’staxattorneysarehighlyskilledindevelopingandimplementingleading-edgestructuresforprivateequitytransactionsthatarepractical,responsivetoourclients’needs,andmakebusinesssense.Thesestructuresincludetax-deferredrolloverinvestmentsbysellers;“profitsinter-ests”andotherequityincentiveplansthatmaximizeman-agement’safter-taxreturn;thestep-upofatarget’sassetstoachieveadditionalamortizationanddepreciationdeduc-tionsandalowertaxbill;flow-throughtaxationforsomeoralloftheinvestors,whereappropriate;debtplacementsincross-bordertransactionsthatminimizetheaggregatetaxburden;debtbuybacksthatavoidphantomincomeandothernegativetaxconsequences;andmonetizationoftaxattributesinliquiditytransactions.Inputtingsuchstruc-turesinplace,Katten’staxattorneysalwayskeepaneyeonthefuture,bothintermsofaneventualliquidityeventaswellaslegislativeandotherdevelopmentsthatmayhaveanimpactontheviabilityofthestructuresbeingimplemented.

Exceptional Financing Support

Katten’sCommercialFinancePracticeishighlyregardednationwideandfrequentlyrepresentsbothborrowersandabroadrangeoflendersinleveragedbuyouts,recapitaliza-tions,mezzanineinvestments,equityco-investmentsandotherfinancingsinprivateequity-backedtransactions.Ourclientsbenefitfromthegroup’sdeepknowledgeofcurrentdebtandleveragedbuyoutmarkettermsandrespectedreputationamongfinancingsources.WeworkcloselywithourCommercialFinancePracticeineachleveragedtransac-tiontoensurethatalllevelsofthecapitalstructurecometogetherseamlessly.

Regulatory Experience

Kattenhasdeepregulatoryexperienceinseveralfieldsnotalwaysavailableatotherlawfirms,whichallowsustoserveasasingle-sourceproviderforourclientsthatpursueopportunitiesintheseareas.Thiseliminatesmanygapsintheintegrationofregulatorysolutionsandthelossofeffi-ciencythatcanresultwhenmultiplelawfirmsareneededtoaddressthedifferentissuespresentedbyatransaction.

Health CareKatten’sHealthCarePracticehasrepresentedclientsnation-ally,includingtax-exemptandtaxablehealthsystems,

university,teaching,community-basedandgovernment-ownedhospitals,multi-specialtyandsinglephysiciangroups,ancillarycarecompanies(includingintheareasofdiagnosticimaging,ambulatorysurgery,oncology,cardiac,renalcare,infusionandtherapy),HMOs,insurers,andinvestorsandlendersinhundredsofhealthcareM&Aandjointventuretransactions.OurHealthCarePracticealsohasathoroughunderstandingofthelegalandregulatoryconstraintsaffect-ingproviders,includingtheMedicareandMedicaidFraudandAbuseLaw,theStarkLaw“self-referral”prohibition,analo-gousstatelaws,antitrust,tax-exempt,charitabletrustandattorneygeneralissues,taxor“changeinuse”rulesaffect-ingfacilitiesfinancedwithtax-exemptbonds,and“changeofownership”limitationsoftenimplicatedinhealthcaretransactions.

China Katten’sChinaPracticerepresentsdomesticandEuropeancompaniesandinvestorsdoingbusinessinChina,aswellasChinesecompaniesdoingbusinessintheUnitedStates.OurChinaPracticenotonlyservesaslegalcounsel,butalsoguidesclientsinlocatingandassessingpotentialChinesepartnersandtransactions.TheteamconsistsofWestern-trainedChineseandAmericanlawyerswhohavehandledawidevarietyoftransactionsinthePeople’sRepublicofChina,HongKong,MacauandTaiwan.TheinsightsofourbilingualandbiculturalattorneyshelpWesterninvestorsovercomeculturaldifferencestosucceedinChina.

Technology Katten’sTechnologyPracticerepresentssoftware,e-com-merce,electronicsandothertechnology-basedcompaniesandconsultingfirmswithrespecttointellectualpropertyprotectionissues.Thegrouphasextensiveexperienceintheacquisitionoftechnologyandtechnologycompaniesaswellasstrategicpartneringarrangementsandjointventures,sophisticatedlicensingandoutsourcingarrangements,andtechnologydevelopmenttransactions.

Employee Stock Ownership Plans (ESOPs) Katten’sESOPPracticeisaleaderinitsfieldandadvisesclientsintransactionalmattersincludingtheacquisitionoftargetcompaniesthatarefullyorpartiallyownedbyanESOP,theuseofESOPsasanexitstrategybysellingaport-foliocompanytoanESOP,insomecasesonatax-deferredbasis,andtheuseofESOPstofinancetheacquisitionofaportfoliocompany.

Financial Services Katten’sFinancialServicesPracticerepresentsabroadrangeofparticipantsinthefinancialmarkets,includingstock,optionsandfuturesexchangesandclearinghouses,broker-dealersandfuturescommissionmerchants,hedgefunds,closelyheldproprietarytradingfirms,registeredopen-endandclosed-endinvestmentcompanies,commod-itypoolsandexchange-tradedfundsinconnectionwithmergersandacquisitions,jointventures,dispositionsofbusinessinterestsandothercapitalmarketstransactions,aswellasregulatorymatters.

Sports Law and Sports Facilities Katten’sSportsLawandSportsFacilitiesPracticeprovideslegalservicestoawidearrayofparticipantsinthesportsindustryregardingallaspectsofthebusinessofsports,includingplayerandmanagementissues,compliancewithleaguerulesanddevelopmentsinleaguepolicies,televisionandradiobroadcastagreements,sponsorshipagreements,includingnamingrightsdeals,intellectualpropertyissues,andallaspectsofarena/stadiumconstruction,financingandoperations,includingticketingarrangements,concessiondealsandsuitelicenses.Ourexperienceincludesrepre-sentingMLB,NBA,NHL,MLS,ECHLandUSHLfranchises,aswellasseveralarenas/stadiums.Wehaverepresentedclientsintheirpursuitofpurchasingorsellingsportsfran-chisesintheseleagues,aswellasintheArenaFootballLeagueandtheNBADevelopmentLeague.

Securities Katten’sSecuritiesPracticehasextensiveexperiencewithSECdisclosureandotherpubliccompanyrequirements,rangingfromthemoststraightforwardfinancetransactionstocomplexcorporatetransactionssuchasmergers,tenderoffers,goingprivatetransactionsandPIPES,andalsorep-resentsprivatecompaniesseekingtoraisecapitalthroughsecuritiesofferings.OurSecuritiesPracticeadvisesclientsinallareasofcorporategovernance,includingSarbanes-Oxleycomplianceandboardspecialcommitteematters.

Business Savvy

Ourlawyersgobeyondthelegalissuestounderstandthebusinessdealineachtransaction,focusontheaccountingandfinancialprinciplesunderlyingworkingcapitaladjust-ments,earn-outsandsimilarprovisions,andworkwithourclientsandtheiraccountantstoensurethatthedocumenta-tioncapturestheintendedeconomics.

PORTFOLIO COMPANY PRACTICEWeunderstandthatthevalueofaninvestmentcan

beenhancedbyprudentlegalcounselthroughout

itsentirelifecycle,andwearecommitted

toservingtheneedsofourclients’portfolio

companiesbetweenacquisitionandaliquidity

event.Aspartofanational,full-servicecorporate

lawfirm,ourprivateequityattorneysdrawonthe

capabilitiesofKatten’sotherpracticegroupsto

assistportfoliocompaniesacrossthespectrumof

legalneeds,includingtax,employeebenefits,labor

andemployment,intellectualproperty,realestate,

litigationanddisputeresolution,environmental,

healthcare,commercialfinance,andcorporate

restructuringandbankruptcy,amongothers.

OurPortfolioCompanyPracticefillsavoidthat

oftenremainsafteranacquisitionbetweena

portfoliocompany’sday-to-daycounseland

thesponsor’sdealcounsel.Weanalyzethe

portfoliocompany’songoinglegalissuesfromthe

perspectiveofthesponsor,withaneyetoward

maximizingitsreturnontheinvestment,and

providethebreadthofcapabilities,qualityof

serviceandresponsivenessthatsponsorsexpect

fromtheirdealcounsel.Wealsohaveextensive

experiencerepresentinggrowthcompaniesand

entrepreneurialbusinessesandunderstandthe

needsandsensitivitiesoftheirmanagementteams,

particularlywithrespecttomanagingeveryday

legalcosts.Thisapproachhasallowedusto

successfullypartnerwithsponsorsandportfolio

companymanagementfromentrythroughexit

toprovidecost-effective,value-addedservicefor

theinvestmentthatsatisfiestheinterestsofboth

constituents.

Contact Us

FormoreinformationonourPrivateEquityPractice,pleasecontact:

Kenneth Miller, Co-Chair Brian Richards, Co-Chair

312.902.5261 /ken.miller@kattenlaw.com 312.902.5234/brian.richards@kattenlaw.com

KATTEN PRACTICESAntitrust

Apparel,FashionandTextiles

Aviation

Banking

BankruptcyandCreditors’Rights

China

CommercialFinance

CommercialLitigation

ConsumerClassAction

Corporate

CorporateGovernance

CustomsandInternationalTrade

DistressedDebtTrading

ElectronicDiscoveryandEvidence

EmployeeBenefitsandExecutiveCompensation(includesLitigation)

EntertainmentandMedia(includesFinanceandLitigation)

Environmental

FiduciaryLitigation

FinancialServices(includesLitigation)

Food,DrugandCosmetic

HealthCare

InsuranceandRiskManagement(includesCapitalMarkets)

IntellectualProperty(includesLitigation)

LaborandEmployment

LitigationandDisputeResolution

MergersandAcquisitions

PrivateEquity

PublicFinance

RealEstate(includesFinanceandLitigation)

Securities(includesLitigation)

ShoppingCenterandRetailLaw

SportsLawandSportsFacilities

StructuredFinanceandSecuritization

SustainabilityandClimateChange

Tax(includesPlanningandControversy)

Technology

TrustsandEstates

WhiteCollarCriminalandCivilLitigation

About the Firm

Foundedin1974,KattenMuchinRosenmanLLPisafull-servicelawfirmwithmorethan600attorneysinlocationsacross

theUnitedStatesandanaffiliateinLondon.Thefirm’sbusiness-savvyprofessionalsprovideclientsinnumerousindustries

withsophisticated,high-valuelegalservices,withafocusoncorporate,financialservices,litigation,realestate,commercial

finance,intellectualpropertyandtrustsandestates.Amongourclientsareawiderangeofpublicandprivatecompanies,

includingathirdoftheFortune100,aswellasanumberofgovernmentandnonprofitorganizationsandindividuals.For

additionalinformation,visitwww.kattenlaw.com.

CHARLOTTECHICAGOIRVINGLONDONLOSANGELESNEWYORKPALOALTOWASHINGTON,DC

Publishedasasourceofinformationonly.Thematerialcontainedhereinisnottobeconstruedaslegaladviceoropinion.

©2009KattenMuchinRosenmanLLP.Allrightsreserved.

Circular 230 Disclosure: Pursuant to regulations governing practice before the Internal Revenue Service, any tax advice contained herein is not intended or written to be used and cannot be used by a taxpayer for the purpose of avoiding tax penalties that may be imposed on the taxpayer. Katten Muchin Rosenman LLP is an Illinois limited liability partnership including professional corporations that has elected to be governed by the Illinois Uniform Partnership Act (1997). London affiliate: Katten Muchin Rosenman Cornish LLP.

5/27/09

www.kattenlaw.com

SECURITIES

Our Clients

Our securities clients and transactions span a wide range of industries, including financial services, technology, enter-tainment, professional services, education, health care, manufacturing, oil and gas, and metals.

Counseling Public Companies

Securities Law Compliance

Katten provides clients with sophisticated and timely advice regarding the difficult issues public companies face on a daily basis, including the most challenging disclo-sure questions. We provide assistance and guidance on compliance with various SEC and stock market rules and regulations, including preparation and review of proxy statements and solicitation materials, periodic reports and other disclosure documents, as well as the many issues arising from recent changes in securities, accounting and other regulations.

Corporate Governance

Our attorneys have been advising boards of directors, their audit and other special committees, and individual directors for decades. Our perspectives and advice are derived from extensive experience serving on the boards of directors of public companies listed on the NYSE, American Stock Exchange and Nasdaq. Our lawyers are recognized authori-ties in this area, and they help directors to meet the chal-lenges of today’s environment with the following services:

• Director training and education

• Corporate governance audits, review and counseling

• Counseling regarding compliance with legal and regu-latory requirements affecting directors and officers

• Independent advisors to boards, independent direc-tors and committees

Katten’s securities team includes 150

attorneys across our Securities, Securities

Litigation and Financial Services practices,

in the United States and London.

Our attorneys provide sophisticated regulatory advice to public and private companies and other financial market par-ticipants. We have extensive experience with SEC disclosure and other public company requirements, regulation of broker-dealers, securities markets, investment funds and investment advisors, as well as the regulation of futures and derivatives.

We represent clients in all areas of corporate governance matters, ranging from Sarbanes-Oxley compliance to board special committee representation to investor matters, including shareholder proposals. Our transactional attor-neys represent public and private companies in securi-ties transactions ranging from the most straightforward finance transactions to complex corporate transactions such as mergers, tender offers, going private transactions and PIPES. We also represent public and private companies seeking to raise capital through securities offerings.

Our securities litigators represent issuers, underwriters and other market professionals in all types of securi-ties proceedings, including shareholder class actions, derivative actions, corporate governance cases, internal investigations and merger-related litigation. We also regularly represent individuals and companies in SEC, stock exchange and FINRA enforcement matters, as well as in investigations and prosecutions by federal and state authorities. Our attorneys include former members of the SEC, CFTC and FINRA, as well as former Assistant United States Attorneys.

• Due diligence reviews on behalf of boards

• Special committee advisory work in going private and other related party transactions

• Internal investigations

• Governmental and other regulatory investigations

• Special litigation committee representation and related matters

Employee Benefits and Executive Compensation

Working with attorneys from our Employee Benefits and Executive Compensation Practice, we assist our clients in executive compensation-related matters including estab-lishing equity and other incentive compensation plans and crafting executive compensation disclosure in compliance with new disclosure requirements. We also assist our clients in preparing and reviewing internal policies relating to a variety of corporate and securities law topics, such as insider trading, and in ongoing communications and relationships with analysts, market makers and the press.

Public and Private Financing Transactions

We regularly represent issuers and underwriters in connec-tion with corporate financing activities including secondary offerings, IPOs and other public securities offerings, as well as Rule 144A and other private placements. These range from relatively straightforward issuances of common stock to offerings of investment grade and high-yield debt, col-lateralized debt obligation (CDO) and other offerings of asset-backed securities, and issuances of derivative, hybrid and tax-favorable securities. We have particular experience representing various constituencies in connection with offerings and other transactions of special purpose acquisi-tion companies (SPACs), and shell or blank-check companies that have no operations but go public with the intention of merging with or acquiring a company in a specified industry with the proceeds of an IPO.

Particularly for emerging growth and technology compa-nies, our broad experience, technical competency, industry knowledge and relationships, creativity, common sense and intensity are invaluable. When the best alternative for these clients is an initial public offering, we help them to:

• select and negotiate with underwriters;

• prepare the client to deal with the offering process and public company scrutiny;

• structure the offering;

• evaluate fiduciary duty and corporate governance issues, including Sarbanes-Oxley compliance;

• develop incentive compensation plans;

• prepare the registration statement;

• work with regulatory authorities (e.g., NYSE, FINRA and Nasdaq); and

• manage the SEC process.

Complex Corporate Transactions

We have extensive experience in all aspects of complex cor-porate transactions involving public and private companies. We frequently represent purchasers, sellers, financial advi-sors, special board committees and other interested parties in these matters. Typical transactions include third-party and issuer tender and exchange offers—mergers, acquisi-tions and other business combination transactions (both friendly and hostile, and U.S. and cross-border), as well as spin-offs, joint ventures, proxy contests and going private transactions. We:

• advise clients regarding fiduciary duty, securities law and other issues relevant to each transaction;

• draft and negotiate acquisition and other agreements;

• prepare registration statements on Forms S-4, includ-ing acquisition shelf registration statements, to reg-ister securities to be issued in merger and exchange offer transactions and assure compliance with appli-cable disclosure requirements;

• prepare Schedules TO, offers to purchase, solicitation/recommendation statements and other documents for third-party and issuer tender and exchange offers;

• prepare proxy statements for voting on transactions by stockholders of targets and/or acquirors;

• prepare Schedules 13E-3 for going private transactions;

• prepare filings that must be made by stockholders, such as Schedules 13D;

• manage the SEC filing, review and comment response process;

• assist clients in connection with securities offerings to raise capital for these transactions; and

• advise clients regarding disposition of securities, including restricted securities, received in business combination transactions.

PIPEs and Other Public Offering Alternatives

For many public companies, a traditional public offering is not the answer to their equity capital raising needs. We have extensive experience representing hedge funds, public com-panies and institutional investors in privately negotiated investments in public company equity securities (commonly referred to as “PIPE” transactions). Our PIPEs experience includes structuring, negotiating and documenting invest-ments in convertible and non-convertible debt (including full secured debt), in preferred and common stock and war-rants, which usually are customized to address the issuer’s capital structure and funding needs as well as the investor’s need for liquidity security and protection from volatile market prices. We also offer this experience to placement agents, whom we frequently represent in PIPE transactions.

Our active involvement representing companies, investors and agents in this market keeps us abreast of new struc-tures and products and the continuously evolving regula-tory landscape. We represent public companies, investors and investment banks in connection with 144A and regis-tered direct offerings (sales of securities off a shelf registra-tion statement to small groups of institutional investors). In addition, for private issuers that seek the benefits of the public markets, but where a typical IPO is not possible or the best option, we assist clients in considering and under-taking alternative transactions, including “reverse mergers” with public and shell companies. These reverse mergers are typically accompanied by a capital raising PIPE.

Securities Litigation

Katten’s Securities Litigation Practice defends corpora-tions and their directors and officers in complex securities, director-and-officer and merger cases in federal and state trial and appellate courts across the country, and in related regulatory actions, including SEC and FINRA investigations and enforcement actions and criminal prosecutions by federal and state authorities.

Shareholder Direct and Class Actions

We represent corporations and their directors and officers in direct and class actions brought by shareholders pursu-ant to the Securities Act of 1933, the Securities Exchange Act of 1934 and other related rules and statutes, arising out

of alleged misstatements, restatements of financial state-ments, omissions or other market manipulation.

Director-and-Officer Litigation

We represent corporations and their directors and officers in derivative and direct actions brought by shareholders pursuant to statutory or common law arising out of alleged mismanagement.

Merger and Corporate Control Litigation

We represent corporations, directors and officers and board committees in actions brought by shareholders challenging mergers, change-of-control transactions and other corpo-rate actions.

Regulatory Enforcement and Criminal Prosecution

Together with our regulatory team, our securities litigators defend corporations and directors and officers that have become targets of regulatory investigations and actions, as well as criminal investigations and prosecutions. We also represent corporations, boards and board committees in connection with internal investigations of potential misfea-sance or malfeasance, including alleged options backdating, insider trading, accounting irregularities or improprieties and mismanagement or misconduct. Our attorneys include former SEC enforcement staff and Assistant United States Attorneys.

Investment Management

Katten’s Investment Management Group advises investment managers servicing institutions, funds and high net worth individuals. The group advises on the organization and day-to-day operation of private U.S. and foreign investment funds (including parallel and master-feeder structures and hedge fund broker-dealers), public and private commod-ity pools, registered open-end and closed-end investment companies, insurance companies offering hedge fund life insurance and annuities, and hedge fund incubators. Our attorneys are especially well versed in the practical as well as technical and regulatory aspects of organizing and oper-ating these vehicles. We strive to create and develop innova-tive investment fund structures of all kinds to address the specific needs of our clients. In addition to the investment vehicles themselves, our clients in the fund area include fund managers, administrators and distributors. Katten’s

About the Firm

Founded in 1974, Katten Muchin Rosenman LLP is a full-service law firm with more than 600 attorneys in locations across

the United States and an affiliate in London. The firm’s business-savvy professionals provide clients in numerous industries

with sophisticated, high-value legal services, with a focus on corporate, financial services, litigation, real estate, commercial

finance, intellectual property and trusts and estates. Among our clients are a wide range of public and private companies,

including a third of the Fortune 100, as well as a number of government and nonprofit organizations and individuals. For

additional information, visit www.kattenlaw.com.

investment management attorneys have been involved in the structuring of investment funds with a broad range of investment strategies, including hedging, arbitrage, long/short, private equity investments, distressed and emerg-ing market investments and fund of funds. We are also highly experienced in structuring acquisitions of, and exit strategies from, fund portfolio investments.

Broker-Dealers

Katten’s diverse group of broker-dealer clients includes many of the largest full-service broker-dealers and invest-ment banks on Wall Street, large online brokerage firms, small proprietary trading firms, “captive” broker-dealers owned by hedge funds or investment advisors, clearing firms and insurance company-affiliated broker-dealers. We provide business-sensitive advice on all aspects of broker-dealer legal and regulatory issues, including registration, reporting, trading, research, advertising, net capital, margin and supervision. We have extensive experience in handling transactions involving transfers of ownership interests in broker-dealers. Our attorneys routinely draft and help implement brokerage agree-ments, compliance manuals (including trading, research,

institutional, retail and market making), employee trading policies, privacy policies and business continuity plans. Katten also represents its broker-dealer clients in regulatory and self-regulatory enforcement investigations and proceedings.

Contact Us

For more information on our Securities Practice, please contact:

Robert L. Kohl, Co-Chair212.940.6380 / robert.kohl@kattenlaw.com

Lawrence D. Levin, Co-Chair312.902.5654 / lawrence.levin@kattenlaw.com

Mark D. Wood, Co-Chair312.902.5493 / mark.wood@kattenlaw.com

Mark A. Conley310.788.4690 / mark.conley@kattenlaw.com

Frank Zarb202.625.3613 / frank.zarb@kattenlaw.com

CHARLOTTE CHICAGO IRVING LONDON LOS ANGELES NEW YORK PALO ALTO WASHINGTON, DC

Published as a source of information only. The material contained herein is not to be construed as legal advice or opinion.

©2009 Katten Muchin Rosenman LLP. All rights reserved.

Circular 230 Disclosure: Pursuant to regulations governing practice before the Internal Revenue Service, any tax advice contained herein is not intended or written to be used and cannot be used by a taxpayer for the purpose of avoiding tax penalties that may be imposed on the taxpayer. Katten Muchin Rosenman LLP is an Illinois limited liability partnership including professional corporations that has elected to be governed by the Illinois Uniform Partnership Act (1997). London affiliate: Katten Muchin Rosenman Cornish LLP.

6/4/09

www.kattenlaw.com

PIPEsPIPEs and Private Equityand Private Equity

Presented by Presented by DealFlowDealFlow Media, publisher of Media, publisher of The The PIPEsPIPEs ReportReport

At the Law Offices of Katten Muchin Rosenman LLPAt the Law Offices of Katten Muchin Rosenman LLP

2

PIPE PIPE TransactionTransaction ActivityActivity

2009 data from 1/1/09 to 6/22/092009 data from 1/1/09 to 6/22/09

•• 2009 (thru 6/22): 2009 (thru 6/22): -- $22.1 billion / 449 deals$22.1 billion / 449 deals

•• 2008 Record breaking year for Dollar2008 Record breaking year for DollarVolume related to Financial Institutions Volume related to Financial Institutions urgent need for capitalurgent need for capital

-- $121.4 billion / 1,336 deals$121.4 billion / 1,336 deals

•• 20012001--2007 (AVG. thru 6/22) : 2007 (AVG. thru 6/22) : -- $12.2 billion / 722 deals$12.2 billion / 722 deals

•• 2009 Straight2009 Straight--Line Projection is approx. Line Projection is approx. $44.2 billion raised in 898 deals$44.2 billion raised in 898 deals

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

$140.0

2001 2002 2003 2004 2005 2006 2007 2008 2009

Dol

lars

(B

illio

ns)

0

500

1000

1500

2000

2500

Tra

nsac

tions

Dollar Volume Transaction Volume

3

Market CapitalizationMarket Capitalization

Based on data from 1/1/08 to 6/22/09Based on data from 1/1/08 to 6/22/09

•• 81% of the Dollars invested in 81% of the Dollars invested in PIPEsPIPEs were in Issuers with a Mwere in Issuers with a M--Cap of > $1.0 billionCap of > $1.0 billion•• 84% of all PIPE transactions involved Issuers with a M84% of all PIPE transactions involved Issuers with a M--Cap < $250.0 millionCap < $250.0 million

% of Transaction Volume

$100-$249m18%

$50-$99m17%

Less than $50 m49%

$1 - $4.9 b3%

Greater than $5 b2%

$500-$999m4%$250-$499m

7%

% of Dollar Volume

Greater than $5 b70%

$1 - $4.9 b11%

$500-$999m4%

$250-$499m4%

$100-$249m6%

$50-$99m2%Less than $50 m

3%

4

Most Active SectorsMost Active Sectors

Top 10 Sectors (#)Top 10 Sectors (#)

# of # of PIPEsPIPEs

Total Total

($ ($ bilbil))

Metals, Minerals & Stones 192192 $3.9$3.9

Biotech: Biomedical/Gene 154154 $2.6$2.6

Pharmaceuticals & Related 146146 $2.6$2.6

Mining & Related 140140 $2.5$2.5

Energy: Oil & Gas 130130 $6.0$6.0

Healthcare: Medical Equipment

8080 $0.8$0.8

Banks: Commercial 5858 $26.5$26.5

Energy: Alternate Sources 5757 $0.6$0.6

Electrical Comp. & Equip. 5050 $0.6$0.6

Software: Applications 4545 $0.4$0.4

Top 10 Sectors ($)Top 10 Sectors ($)Total Total

($ ($ bilbil))# of # of

PIPEsPIPEs

Financial Services: Investment

$48.5$48.5 2020

Banks: Commercial $26.5$26.5 5858

Banks: Savings & Loans $7.9$7.9 1818

Banks: Regional $7.0$7.0 33

Energy: Oil & Gas $6.0$6.0 130130

Financial Services: Insurance $4.9$4.9 99

Chemicals & Related $4.8$4.8 1212

Metals, Minerals & Stones $3.9$3.9 192192

Manufacturing & Processing $3.1$3.1 1818

Auto/Truck & Related $2.7$2.7 99

Based on data from 1/1/08 to 6/22/09Based on data from 1/1/08 to 6/22/09

5

Investor TypesInvestor Types

Based on data from 1/1/07 to 6/22/09Based on data from 1/1/07 to 6/22/09

% of Dollar Volume

Sovereign Wealth Fund 33%

Unknow n 1% Corporation/Strategic

7%

Financial Institution 20%

Hedge Fund 17%

Private Equity/Venture

Capital 12%

Mutual Fund 3% Miscellaneous

5%

Insurance Company 2%

% of Investment Volume

Insurance Company 1%

Sovereign Wealth Fund 1%

Private Equity/Venture

Capital 9% Unknow n

7%

Financial Institution 7%

Corporation/Strategic 7%

Hedge Fund 47%

Mutual Fund 3%

Miscellaneous 18%

6

PE/VC Activity in PE/VC Activity in PIPEsPIPEs

2009 data from 1/1/09 to 6/22/092009 data from 1/1/09 to 6/22/09

•• On a % basis the activity of PE/VC On a % basis the activity of PE/VC Investors has increased over the past Investors has increased over the past 2.5 years2.5 years

•• Increased interest in Increased interest in PIPEsPIPEs

•• Low valuations of Public CompaniesLow valuations of Public Companies

•• Decrease in IPO/M&A activityDecrease in IPO/M&A activity

•• Decrease in Hedge Fund ActivityDecrease in Hedge Fund Activity

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

2007 2008 2009

% of Dollar Volume % of Investments

7

Average Terms for PIPE StructuresAverage Terms for PIPE Structures

Common Stock Debt: Convertible

Preferred: Convertible

Non-Convertible (w/ Warrants)

2008-2009 2008-2009 2008-2009 2008-2009

Avg. Discount/Premium

vs. Market Price-5.2% -0.1% -1.1% N/A

% of Deals with Warrants 51.0% 62.9% 53.3% 100.0%

Avg. Warrant Coverage 70.5% 75.1% 94.6% 79.5%

Avg. Exercise Price

Discount/Premium24.7% 25.6% 19.7% 0.2%

Avg. Term N/A 3.3 yrs 3 yrs 3.9 yrs

Avg. Coupon N/A 8.4% 5.5% 11.2%

Based on data from 1/1/08 to 6/22/09Based on data from 1/1/08 to 6/22/09Excludes Excludes PIPEsPIPEs where Purchase/Conversion Price is less than 50% or greater thawhere Purchase/Conversion Price is less than 50% or greater than 150% of the market price of Issuern 150% of the market price of Issuer’’s Common Stocks Common Stock

8

Steven L. Steven L. DresnerDresnerTelephone (516) 876Telephone (516) 876--80068006steven@dealflowmedia.comsteven@dealflowmedia.com

Phillip J. Phillip J. KerewichKerewichTelephone (516) 876Telephone (516) 876--80068006pkerewich@privateraise.compkerewich@privateraise.com

DealFlowDealFlow Media / Media / PrivateRaisePrivateRaise131 Jericho Turnpike131 Jericho TurnpikeJericho, NY 11753Jericho, NY 11753

9

Benefits of a Private Equity – Led Investment

Benefits to Issuer

May be only source of equity in scale available in today's market

Alleviates the market's short-term liquidity concerns

Gives management financial breathing room to ride out the cycle

Capital is sophisticated and patient (e.g. Leonard Green/Whole

Foods deal was a 12-year convert)

Non-hedge fund capital, which is short-term focused and trading

oriented (no shorting, hedging)

Liquidity gives issuer leverage with current lenders for beneficial

amendments and forbearance

Conversion price would be at a premium to current stock price

Likely to be PIK option on convert dividends, to further alleviate

near-term pressure on cash flow and coverage covenants

Likely some equity credit from lenders, rating agencies on security

placed

Keeps company independent and management in place

Positive market reception to imprimatur of large, credible investor

Large PE fund liquidity not pressured right now like traditional PIPE

hedge funds

Natural de-leveraging through the conversion process

Investor Motivations

Investors taking advantage of historically low valuations to make investments

Key: Can make investments in already leveraged companies, eliminating the need to secure newly originated debt

Fact that investment is in an already public company provides anenhanced level of liquidity vis-à-vis private company investments

Recent history of great investor outcomes in 2001-02 vintage

PIPEs into cyclical names

Board level representation

Seniority in the capital structure/optionality of convert structure

Solvable shareholder vote issue

Platform for further acquisitions using multiple currencies (public

stock, cash)

10

Recent Private Equity Led PIPE Investments

_____________________Source: Placementtracker and public filings. • At time of offering.(1) Calculated as stock and warrants issued divided by pre-offering shares outstanding.(2) Ownership estimates per company press releases.

Equity Linked Capital Injection Debt and Equity Financing

Security Type: Common Stock Convertible Note Rights Offering

Convertible Preferred Stock Non-Convertible Debt Non-Convertible Debt

Investor(s): Sterling Capital Partners Kohlberg Kravis Roberts & Co. BC Partners, Inc. Rhône Capital WL Ross and Co. LLC

Date Announced: May 26, 2009 May 28, 2009 June 23, 2009 June 8, 2009 June 11, 2009

Market Cap *: $36.2 $184.2 $1,041.1 $447.0 $133.2

Deal Value *: $35.0 $177.1 $350.0 $150.0 $75.0

Deal Size (% of market cap):

96.7% 96.1% 33.6% 33.6% 56.3%

Stock Price*: $0.80 $2.10 $3.79 $3.62 $7.97

Dilution: (1) 110.5% 192.2% 25.5% N/A 20.2%

Est. Pro Forma Ownership: (2 ) 52.5% 83.0% 20.0% 20.0% 16.5%

Dividend / Interest: N/A 8.0% 10.0% 15.0% LIBOR plus 3.5%

Conversion Price: N/A $1.00 $5.00 N/A N/A

Conversion Premium: N/A (52.4%) 31.9% N/A N/A

Warrant Coverage: None None N/A 20% of the future outstanding shares less one share

35.9%

Board Seats Granted: 5 of 9 None 3 of 14 2 of 8 2 of 11

Use of Proceeds: General corporate and working capital purposes

Refinance existing senior secured credit faci lities, and general corporate purposes

General corporate purposes Refinance existing indebtedness, pay related transaction fees and expenses and for general corporate purposes

Pay down debt and serve as a platform for future growth

1111

Katten Muchin Rosenman LLP Overview

• Full-service law firm with offices in the nation’s largest centers of business, government, finance and technology and an affiliated entity in London England

• Over 600 attorneys in more than 40 practice areas

• Represent a large number of the world’s premier hedge funds and money managers, private equity firms, major investment and commercial banks and lending insurance companies and several international securities exchanges

1212

Our PIPEs Practice

• A leader in the representation of hedge funds, private equity firms and other institutional investors, as well as issuers and placement agents, in connection with PIPEs, 144A offerings and other capital raising transactions

• Expertise and extensive experience in all of the applicable legal areas, including:

– Securities and General Corporate

– Private Equity

– Financial Services/Hedge Funds

– Commercial Finance

– Taxation

• Efficient and Cost-Effective

1313

Private Equity Firm–Led PIPEsKey Legal Considerations

• Issuer Board Fiduciary Duty Issues

• Shareholder Approval

• Due Diligence

• Deal Documentation

• Issuance/Resale of PIPE Securities

• Insider Trading Issues

• Section 13(d)/Section 16

• Other Issues

1414

A. Issuer Board Fiduciary Duty Issues

• Control vs. Non-Control Transactions

– “Revlon Duties”

• Pre-Signing Market Checks

– Exclusivity Agreements

• Post-Signing Market Checks

– Fiduciary Outs

• No Shops

• Go Shops

– Break-Up Fees

– Matching Rights

– 19.99% Options

1515

B. Shareholder Approval

• Exchange Rules

– 20% Threshold

• Below Market Deals

– Priced Below Greater of Book and Market Price (prior day’s closing bid)

– Effect of Price-Based Anti-Dilution Protection

– Valuation of Warrants

• Integration of Offerings

1616

B. Shareholder Approval (continued)

– Change of Control

– Insider Participation

– 19.99% Exchange Caps (Blockers)

– Alternative Outcomes/Defective Share Caps

• Sufficient Authorized Shares

1717

B. Shareholder Approval (continued)

• Process

– State Law

– Proxy Rules

• Preliminary/Definitive Proxy Statement

• Potential SEC Review

• Communication with Shareholders

• Projections

– Proxy Solicitors

– Timing Considerations

1818

B. Shareholder Approval (continued)

• Influence of RiskMetrics Group and Other Proxy Advisory Firms

• Voting Agreements

1919

C. Due Diligence

• SEC Filings

• Press Releases

• Analyst Reports

• Message Boards/Other Internet Forums

• Standard Legal Diligence

• Background Checks

2020

D. Documentation

• Securities (Charter/Certificate of Designations)

• Purchase Agreement

– Representations and Warranties

– Termination Rights

• Fiduciary Out

• Shareholder Approval

2121

D. Documentation (continued)

– Indemnification

– Governance Matters

– Other Covenants

• SEC Filings

• Listing Maintenance

• Registration Rights Agreement

• Other Documents

2222

E. Issuance/Resale of PIPE Securities

• Private Placements

– Regulation D

– Other Exemptions from Registration

• Registered Directs

• Registration Rights

2323

E. Issuance/Resale of PIPE Securities (continued)

• Rule 144

– 6-Month Holding Period for Reporting Companies (12 Months for Non-Reporting Companies)

– Non-Affiliates

• After 6 Months—Current Public Information

• After 1 Year—No Restrictions (except if issuer ever “shell company”)

2424

E. Issuance/Resale of PIPE Securities (continued)

– Affiliates

• Current Public Information

• Volume Limitations

• Manner of Sale Requirements

• Form 144 Notice Filings

– Avoiding Affiliate Status

– Tacking—Cashless Exercise of Warrants

• Private Resales (“4(11/2)”)

2525

F. Insider Trading Issues

• Classical and Misappropriation Insider Trading Theories

• Trading Before Public Announcement of a PIPE

– Breach of Duty to Source of Information—Confidentiality Agreements

– Materiality

• Regulation FD

• Trading After Public Announcement

• Post-Closing Access to Material Non-Public Information

– Covenants

– Board Seats

– Contrast with Hedge Fund-Led PIPEs

2626

F. Insider Trading Issues (continued)

• Insider Trading Policies

– PE Firm Policies

– Issuer Policies

• Trading Windows

• Pre-Approval Requirements

• Short Selling/Hedging

2727

G. Section 13(d)/Section 16

• Schedule 13D/Schedule 13G

• Section 16(a) Disclosure (Forms 3, 4 and 5)

• Section 16(b) Short-Swing Trading Liability

• “Group” Issues

– Avoiding Characterization as “Group”

• Deal Documentation

• Separate Counsel

• 4.99%/9.99% Blocker Provisions

2828

H. Other Issues

• Standstills

• State Law Anti-Takeover Provisions

• Governance Matters

– Designated Directors

• Independence

– Exchange Rules

• Voting Rights (Cap on Convertible Preferred Votes)

• Audit Committees

• Compensation and Nominating Committees

• “Controlled Company” Exception

• Pre-Signing Disclosure

2929

H. Other Issues (continued)

• Signing/Closing Disclosure

– Press Release

– Form 8-K

• Investor Names

• Deal Terms

• Documents

• Ongoing Public Disclosure

• Accounting Issues

• Tax Issues

– NOLs

3030

Questions and Answers

Published for clients as a source of information. The material contained herein is not to be construed as legal advice or opinion.

CIRCULAR 230 DISCLOSURE: Pursuant to Regulations governing practice before the Internal Revenue Service, any tax advice contained herein is not intended or written to be used and cannot be used by a taxpayer for the purpose of avoiding tax penalties that may be imposed on the taxpayer.

©2009 Katten Muchin Rosenman LLP. All rights reserved.

Katten Muchin Rosenman LLP Locations

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