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Jonathan MarinoSenior EditorThe Deal

MODERATOR

Expert Panel

Carlos FerreiraTransaction Advisory Services Practice Leader – New York,Grant Thornton LLP

Expert Panel

Mark HootnickManaging DirectorMoelis & Company

Expert Panel

James A. PekoNational Managing Principal, Corporate Advisory & Restructuring ServicesGrant Thornton LLP

Expert Panel

Richard PedonePartner - Financial Restructuring and Bankruptcy,Nixon Peabody LLP

Target(s) Buyer(s) Target Industry Announcement Date Price-to-EBITDA

OfficeMax Inc. Office Depot Inc. Retail 2/20/2013 33NetSpend Corp. Total System Services Inc. Financial Services 2/19/2013

29

Energy Solutions Inc. Energy Capital Partners Energy 1/7/2013 28

Loro Piana SpA LVMH Moet-Hennessy Louis Vuitton SA

Manufacturing 7/8/2013

27

Lufkin Industries Inc. General Electric Co. Services, Energy 4/8/2013 24

American Safety Insurance Holdings Ltd.

Fairfax Financial Holdings Ltd. Financial Services; Financial Services – Insurance

6/3/2013 22

Websense Inc. Vista Equity Partners LLC Technology; Internet 5/20/2013 22

Life Technologies Corp. Thermo Fisher Scientific Inc. Healthcare; Biotechnology/Pharmaceuticals

4/15/2013 21

Hot Topic Inc. Sycamore Partners LLC Retail 3/7/2013 20

Agila Specialties Asia Pte. Ltd.;Agila Specialties Pte. Ltd.

Mylan Inc. Healthcare;Healthcare - Pharmaceuticals

2/27/2013 19

Announcement Date:01/01/2013 to 10/14/2013

Price-to-EBITDA:10.0 to 50.0

Select Deals: Price-to-EBITDA 10x – 50x

5 Most Active Sectors in 363 Sales YTDNumber of Deals Sector

18 Real Estate

14 Energy

13 Manufacturing

13 Retail

10 Automotive

Announcement Date:01/01/2013 to 10/15/2013

Number of Deals Sector

61 Technology

54 Real Estate

53 Manufacturing

45 Financial Services

29 Automotive

5 Most Active Sectors in Bankruptcy M&A Deals YTD

Announcement Date:01/01/2013 to 10/14/2013

AUDIENCE Q&A

Thank you for joining Part 1 Driving Value Out of Distress: Target Identification and Due Diligence

Please Join Us For:Part 2

Driving Value Out of Distress: Negotiation, Valuation and Execution Thursday, December 12, 2013 - 1:00 p.m. ET

Part 3: Driving Value Out of Distress: Post-Acquisition Integration

Thursday, February 20, 2014 - 1:00 p.m. ET

Executive summaryCarlos Ferreira is the leader of the Transaction Advisory Services practice for Grant Thornton’s Metro New York Cluster, which includes the firm’s offices in Midtown and lower Manhattan, Long Island and Edison, N.J. Ferreira provides services that support the transaction strategies of private equity firms, their portfolio companies, and companies involved in mergers and acquisitions throughout the deal evaluation and negotiation processes. During his almost 20 years in professional services, he has developed considerable expertise in buy- and sell-side due diligence, helping business owners and investors around the globe to identify the risks and upsides in a deal. He has served clients in cross-border transactions in Europe, South America, North Africa, North America and Asia. Ferreira has been recognized by M&A Advisor as a 40 Under 40 Awards recipient, and has been featured in various publications and media outlets such as Bloomberg radio, the Journal of Private Equity, Economics week and PE Analyst.

Carlos FerreiraTransaction Advisory Services Practice Leader New YorkGrant Thornton LLPT 212.542.9825F 212.370.4478Carlos.ferreira@us.gt.com

Mark Hootnick is a Managing Director at Moelis & Company. Mr. Hootnick has extensive experience providing restructuring advice to companies, creditors, shareholders and other interested parties on restructuring transactions both in Chapter 11 and in out-of-court situations. Previously, Mr. Hootnick was a Managing Director at Broadpoint Securities, Imperial Capital and Greenhill & Co. He also served as a founding member of Miller Buckfire after beginning his career as an attorney at Kramer, Levin, Naftalis & Frankel.

Mr. Hootnick holds a B.S. in Finance from Lehigh University and a J.D. from New York University School of Law.

Mark HootnickManaging DirectorMoelis & CompanyT: 212 883 3595E: mark.hootnick@moelis.com

Executive summaryJim Peko is a principal in Grant Thornton’s Corporate Advisory & Restructuring Services (CARS) group. He has more than 20 years of experience and specializes in working with troubled, underperforming and bankrupt entities. He assists clients with debt restructuring, strategic planning, business plan analysis, liquidity planning, the Section 363 sales process and Chapter 11 bankruptcies. His experience includes all facets of the bankruptcy process including pre-bankruptcy planning, developing reorganization plans and evaluating capital structure. He has served various constituencies including companies in-court and out-of-court, creditor committees and lender groups. In addition, he has advised chief executive officers and executive management teams on sustainability and shareholder value optimization strategies by evaluating strategic alternatives including restructurings, acquisitions, divestitures, joint ventures, capital sourcing and initial public offerings.

James A. PekoNational Managing Principal, Corporate Advisory & Restructuring ServicesNew YorkGrant Thornton LLPT 646.825.8400F 212.370.4520Jim.peko@us.gt.com

Richard C. PedonePartnerNixon Peabody LLPT: 617.345.1305F: 866.947.890E: rpedone@nixonpeabody.com

Mr. Pedone represents secured creditors, strategic buyers of financially troubled businesses, purchasers of distressed debt, creditors’ committees, asset purchasers, and others in the financial restructuring and bankruptcy processes. He also frequently represents corporations in workout negotiations with their creditors and bankruptcy planning. Mr. Pedone is a Fellow of the International Association of Insolvency and Restructuring Professionals. He regularly represents creditors, including indentures trustees and other fiduciaries, in cross-border insolvency matters. Mr. Pedone represented Wilmington Trust Company as collateral agent, indenture trustee, and agent in connection with $2.5 billion in debt secured by more than a dozen power plants in the Calpine bankruptcy cases pending in New York. Mr. Pedone has developed deep experience in franchise restructuring matters. In 2005, he received a Transaction of the Year Award from the Turnaround Management Association for his team’s work helping the franchisees of the Ground Round restaurant chain use their claims to purchase the company’s franchise assets out of bankruptcy. Franchisors that he has represented in complicated multi-unit franchisee bankruptcies include Dunkin’ Donuts and Bennigan’s. Mr. Pedone’s effectiveness as a restructuring attorney is greatly enhanced by his litigation and trial experience. Trials and evidentiary hearings that he has conducted include a contest over creditors' rights to hundreds of millions of dollars in prepayment premiums and default interest in Calpine; contested asset sales in bankruptcy; the defense of a corporate veil piercing action for a French construction company under attack by its subsidiaries’ creditors and the prosecution of a complex commercial lease dispute. Mr. Pedone has also successfully defended several of these trial successes at the appellate level. In addition to his admissions, Mr. Pedone has also appeared pro hac vice in bankruptcy cases across the United States.