INDEX

2. INDEX

3. Section 1 Firm Overview & History

4. Mission & Vision Mission Our mission is providing insight to our clients in making decisive, enduring, and sustainable improvements to their financial performance. Vision Constant movement and change while maintaining balance. The foundation of both our approach and principles.

5. FIRM OVERVIEW Birling Capital is a boutique corporate advisory & consulting firm that offers broad corporate finance & advisory services to institutional, government, corporate, middle-market companies, family corporations and their owners, in identifying and resolving organizational finance-related issues. We use a holistic approach both assets and liabilities sides with integrated business, personal, family needs and objectives. Over the past two decades, our firm’s principals have advised on more than 150 transactions in the corporate, healthcare, retail, education, insurance, banking and government markets.  • Unwavering Commitment to Client Service • Unparalleled Degree of Professionalism and Senior-Level Attention • Extraordinary Level of Industry Expertise Our value proposition has been implemented with three critical ingredients for success:

6. FIRM HISTORY Birling Capital was formed in 2015 to create a new model of corporate advisory & consulting firm that offers broad corporate finance & advisory services focused on the needs of institutional, government, corporate, middle-market companies, family corporations and their owners, which are our focus markets.  Our firm combines our senior leaders’ more than two decades of advisory, consulting and transactional experience in corporate, healthcare, retail, education, insurance, P3’s, banking and government markets with industry-focused financial operations and strategy professionals, enabling us to effectively advise our clients through their most critical corporate finance transactions. Before founding Birling Capital, our firm’s principal worked for over twenty-five years in corporate, consumer, investment banking and government areas developing a unique set of skills to suit our focus markets. Sharing a deep-rooted passion for providing quality advice to our clients that will help them to build enduring businesses and to accomplish their most critical strategic objectives.  It is for this reason that we named our firm Birling Capital Advisors, after an ancient game of skill played by lumberjacks which each tries to balance the longest on a floating log while rotating, Our name signifies constant movement and change while maintaining balance. This is the foundation of both our approach and principles.

7. Section 2 Products and Services

8. Products and Services Consulting and Advisory Practice Focus • Family Corporations & Entrepreneurs • Financial Institutions & Credit Unions • Higher Education and Universities • Healthcare & Pharmaceuticals • Government • Media • Insurance • Hotels & Commercial Real Estate • Tax Credit Consulting • Manufacturing and Industrials • Retail & Consumer Products • Public Private Partnerships • Distribution & Services • Law 20/22 Segment

9. Products&Services Corporate Financial Planning (CPF) Birling offers its customers the service of corporate financial planning which consists of an objective and comprehensive report on the current financial situation and the development of strategies based on their goals and needs analysis. Taking into account from the income, financing needs, investment, economic development opportunities, public-private partnerships, evaluation of potential risks and other specific opportunities in each client.Think and plan long term can be a challenge when there are immediate financial pressures and uncertain income forecasts. Given the worsening economic conditions and economic pressures, the costs are rising faster than inflation, aging infrastructure and increasing expectations about service levels. The process can be difficult, but necessary to achieve financial sustainability.

10. Corporate Financial Planning (CFP)

11. Products and Services CAPITAL RAISING Birling supports clients in evaluating their short-term and long-term capital requirements. We advise clients in securing financing to accommodate their most critical strategic growth and recapitalization initiatives, including business acquisitions, shareholder buyouts, working capital needs, and other crucial growth activities. Our partners are experts at assisting clients in securing financing from private investors through the issuance of debt or equity and obtaining senior debt, mezzanine, and equity financing from institutional lenders and private equity groups. EXPERTISE

12. Products and Services Strategic Advisory Services Key financial data is fundamental to our insights. Information is power, when it comes to identifying and assessing the potential of companies. The most reliable research depends upon access to verifiable financial analytics. Our expertise, including analytics and understanding of impactful macroeconomic factors, can be leveraged by institutions and companies to assist in strategic decisions. Managing the power of Change

13. Products and Services Performance Improvement Birling sets the basis to improve the efficiency and effectiveness of clients’ operations with a balanced approach, focused on increasing revenues and cutting costs. We help clients align business activities to a “core” priorities and develop a balance between short-term and long-term goals. Using external metrics and deploying best practices, we accelerate clients’ growth and increase effectiveness. Our systemic changes lead to sustainable results. EXPERTISE

14. Products and Services MERGERS AND ACQUISITIONS Birling assists clients in developing and executing value-maximizing merger and acquisition strategies.  We advise corporate, middle-market and family companies on sell-side and buy-side M&A advisory assignments, as well as corporate carve-outs and divestitures.  We leverage our industry expertise, operational insight, and transaction execution proficiency to help clients understand their strategic alternatives, assess their business positioning, and navigate the complexities of the M&A process. Through years of dedication to specific markets and their constituent stakeholders, our access to acquirers and investors within the corporate, middle-market and family corporations provides a value added proposition to our clients. EXPERTISE

15. Products and Services VALUATION • Birling leverages its deep knowledge of market dynamics and relevant industry trends to provide corporations, business owners, and investors with insightful valuation advice and guidance. Birling believes that every corporation should understand its current value as well as those areas that reduce the value of a going concern. • VALUATION • Income Approach • Market Approach • Net Asset Approach

16. Products and Services Tax Credit Advisory and Consulting • Birling leverages its deep knowledge of market dynamics and relevant industry trends to provideadvice to clients in the United States and Puerto Rico to assist them in developing effective tax planning strategies that will minimize the tax costs of doing business in Puerto Rico. • Our team has advised clients in connection with: • Act No. 73 Economic Development Incentives Act • Act No. 20 Export Service Promotion Act • Act No. 22 Individual Investors Act” • Act No. 27 Film Industry Economic Incentives Act” • Act No. 83 Green Energy Incentives Act • Act No. 74 Tourism Development Act • Working with all of Puerto Rico’s tax credit and tax incentives programs.  We have successfully negotiated and monetized multiple tax credits. • During the 2018 YTD we have advised in excess on $35mm.

17. Products and Services • BOARD OF DIRECTORS ADVICE • Strong corporate governance is becoming increasingly important, especially with corporations facing a significant increase in regulatory scrutiny and raised expectations regarding risk management. • Board Effectiveness • We help boards run smoothly and effectively. Our Advisory consultantsprovide services to boards on areas such as strategic alignment among the board and management, board culture, director effectiveness and engagement, board and committee processes and structure, • Board Culture and Performance • We help companies shape their culture for better performance. • We believe that the culture and chemistry of a board are directly linked to its effectiveness. We work closely with boards to define and shape a culture that ensures the board is performing at a high level and directors are fully contributing. • Corporate governance for family-controlled firms. • Advisory consultants partner with family firms in their journey starting with hiring an independent directors and committee chairman.

18. Products and Services • BOARD OF DIRECTORS ADVICE • Strong corporate governance is becoming increasingly important, especially with corporations facing a significant increase in regulatory scrutiny and raised expectations regarding risk management. • Board Effectiveness • We help boards run smoothly and effectively. Our Advisory consultantsprovide services to boards on areas such as strategic alignment among the board and management, board culture, director effectiveness and engagement, board and committee processes and structure, • Board Culture and Performance • We help companies shape their culture for better performance. • We believe that the culture and chemistry of a board are directly linked to its effectiveness. We work closely with boards to define and shape a culture that ensures the board is performing at a high level and directors are fully contributing. • Corporate governance for family-controlled firms. • Advisory consultants partner with family firms in their journey starting with hiring an independent directors and committee chairman.

19. Products and Services PROMESA GROUP Birling Capital is active in all developments in Puerto Rico related to PROMESA and has organized the 1st PROMESA Conference with the Puerto Rico Chamber of Commerce. In addition, it regularly serves on panels throughout Puerto Rico and Stateside on different aspects relating to PROMESA.  The Puerto Rico Oversight, Management and Economic Stability Act (PROMESA) was enacted as a broad federal law designed to bring fiscal stability to the Puerto Rican economy and provide for the oversight of budgetary and fiscal policies for at least the next five years. PROMESA is intended to provide a method for Puerto Rico to achieve fiscal responsibility and access to the capital markets.  PROMESA creates and appoints an Oversight Board to supervise Puerto Rico’s central government, its instrumentalities’ budgets and fiscal policies and directs and manages the restructuring of their obligations through out-of-court negotiations, or court proceedings that incorporate concepts from the federal Bankruptcy Code. PROMESA also appoints a revitalization coordinator, and includes provisions that overhaul the process for the review and permitting of certain infrastructure projects within Puerto Rico. 

20. Products and Services PROMESA GROUP PROMESA also imposes an “automatic stay” effective immediately, creates a U.S. Congressional Task Force for the economic growth of Puerto Rico, and requires certain reporting and analysis on Puerto Rico’s debt and pension plan systems. In sum, PROMESA’s reach is likely to impact significantly on a wide range of contracts, transactions and governmental decisions for at least the next five years. Our deep knowledge of the capital markets combined with our multi-disciplinary team comprised of members from our Corporate Advisory, Financial Institutions, Restructuring, Mergers and Acquisitions, Public Private Partnerships, Government and Board of Directors Advice Groups enables us to follow the developments with respect to PROMESA closely. We are prepared to assist clients to plan for and navigate the complexities of the new law, and to help identify the business opportunities and challenges that will arise as the Oversight Board and the Task Force propose new directions and strategies for the fiscal stability of the government and the growth of the economy of the Commonwealth of Puerto Rico.

21. Section 3 BIO

22. BIO • Francisco Rodriguez-Castro, President & CEO • Mr. Rodriguez-Castro is President & CEO of Birling Capital since its creation and manages all aspects of its practice. Mr. Rodriguez-Castro with over 25 years of experience has been a key executive in government, global, multinational and public companies as well as a critical corporate advisor to multiple entities in a diverse array of market segments. He has participated in structuring over $10 billion in Municipal Finance, Corporate, Commercial, Asset Based, AFICA, Tax Credits Consulting and Mergers and Acquisitions transactions. • Mr. Rodríguez Castro has been Managing Director at UBS, where he Chaired the Business Development Group and was a member of the Group Management Board, President & CEO of the Economic Development Bank and held senior lending positions in the corporate banking sector. He is also a key leader in promoting the participation of the private sector in the formulation of the public policy of the country supporting the governments in its efforts to achieve and maintain sustained economic development for Puerto Rico. In addition to his management roles, was the founder of the Private Sector Coalition a not for profit association. As a board member of the Puerto Rico Chamber of Commerce starting in 2006 he organized, founded and Chairs the Puerto Rico Conference a Macroeconomic investment conference and the PROMESA Conference.

23. BIO • Francisco Rodriguez-Castro, President & CEO • Mr. Rodriguez-Castro is also the author of the popular economic and finance column “Think Strategically” that publishes weekly in the Caribbean Business Newspaper. • If you like to know more go to www.birlingcapital.com/publications

24. BIO • Francisco Rodriguez-Castro, President & CEO • Among the awards he has received are: • Presidents Award Puerto Rico Chamber of Commerce 2017 • Chamber of Commerce Special Award 2010 • Caribbean Business Person of the Year 2009. • Presidents Award for Outstanding Service 2009, Puerto Rico Products Association. • Home Builders Achievement Award 2009 • Presidents Award for Outstanding Service 2008- Puerto Rico Chamber of Commerce • El Vocero Newspaper Leaders Award 2008. • Top Management Award 2006, SME Banker of the Year. • Puerto Rico Chamber of Commerce Zenit Awards Banker of the Year 2006 • Banker of the year 2004 Puerto Rico Products Association. • Zenit Award Public Service 2004 Puerto Rico Chamber of Commerce. • Mercury Award Banker of the Year 2004, Centro Unido de Detallistas.

25. Senior Advisors • Gary S. Sugino, PE, Senior Consultant & Head of Restructuring, Energy & Pharma Practice • Gary Sugino is an engineer with master’s degrees from Bradley and New York University and over 30 years of experience in the military/civilian designing and managing multi-million dollar projects. Former, Captain in the Civil Engineer Corps, United States Navy with leadership experience in austere conditions of the Middle East managing over $780M WIP projects in construction, renewable energy, generator farms and facilities on American military bases and engaged at the ministry level of foreign governments. Experienced in construction/management in the Balkans and Central America as well providing engineering design for the startup detention facility at Camp X-ray in Guantanamo Bay, Cuba. He provided contingency engineering support in both Korea and Japan. Formerly, the Principle Engineer with Abbott Laboratories designing production equipment and manufacturing lines in the pharmaceutical industry.

26. Team members • Dr. Anuj Mehrotra, Senior Consultant • Dr. Mehrotra is an engineer with a Ph.D. in operations research from the Georgia Institute of Technology. Dr. Mehrotra has been a visiting professor at various universities, including Carnegie Mellon, Georgia Tech and Virginia Polytechnic Institute. Dr. Mehrotra was also visiting scientist at IBM a leading computer and consulting services company. He is a consultant toFortune 500 companies including Goodyear Tire and Rubber Company, Cheetah Software Systems, Ryder Dedicated Logistics, A. T. Kearney, Cargill, Exxon, Capital One and EDS. • Joshua Gurwitz, Senior Consultant • Joshua is the founder and former CEO of Good Property, a real estate development, design, investment, and consulting firm. Since inception he has worked closely and partnered with high net worth individuals, private equity firms and various other real estate organizations on projects in cities including New York, Miami and London. His most recent venture is Diary Properties, a luxury hotel brand based in the U.S. Joshua began his career as an Interior Designer and has worked for acclaimed designers and architects such as Clodagh and Gensler. After working as a strategic planner for Gensler’s hospitality group, he became Managing Director of First Service Colliers Consulting Group. In 2009, he founded Good Property. Joshua holds a degree in Interior Design from the New York School of Interior Design.

27. Contact Francisco Rodriguez-Castro President & CEO Birling Capital Advisors LLC Address PO Box 10817 San Juan, PR 00922 Email frc@birlingcapital.com Phone 787-247-2500 787-645-8430

28. Section 5 Appendix

29. How to Restructure an Organization If you’ve ever been part of restructuring an organization, you know that the very mention of it is likely to turn your stomach. Restructuring a company is tough and takes a great deal of careful planning. Moreover, it is never easy and it is never fun because big decisions need to be made. But as we’ve mentioned here at MRH, businesses need to remain nimble and adaptable to the ever-changing environment. So sometimes, when there are external forces and headwinds at work, businesses have no choice but to realign, restructure and reorganize to become more competitive or to retain their position in the market. It goes without saying that introducing significant changes into a well-establish organization is likely to be difficult, emotional and complex.  It involves lengthy discussions on what’s not working, what is working and what need to work better. It requires thorough cross-examination from a variety of perspectives and stakeholders. There are constraints. Any changes that are made must minimally impact the customer during the transition. While restructuring can be viewed as an investment back into the company, funds are never unlimited. And of course, employees will be impacted, some of whom may no longer have a job following the restructure.

30. But the difficulties associated with a reorganization extend beyond the obvious layers of teams and subunits and consist of more than just the uprooting of old processes and habits. Reorganization is not just getting rid of the old way of doing things in favor of the new, fresh and shiny business processes. HOW the business goes about making the changes is just as important as the changes themselves. Because restructuring is not a daily occurrence, and may only occur every few years or perhaps just once a decade, many managers are not very well experienced in the process of restructuring. In some cases, the decision makers who lived through the last restructure may have moved on leaving the organization ill-prepared. Consequently, many managers embark on a restructuring campaign essentially as beginners. Identifying what the changes are is only the first step. Perhaps the bigger challenge for managers and executives is actually the communication of the vision and the detailed planning aspects of the changes, not to mention maintaining alignment and support throughout the transition phase. Managers need to remember that changing an organization is like riding a roller coaster – the people in front can see what’s coming, but the people in the back will typically experience more sudden change with little warning because they have limited visibility. If you are planning to restructure your company or make organizational changes in the near future, here are five things to consider before you begin to help you overcome some common challenges:

31. Five things to consider before you begin restructuring: 1. Communication Communication is easily the most important piece of restructuring and organizational change. Remember that change is difficult and can leave the organization uneasy. For most of your employees, ambiguity left by managers will lead to fear and uncertainty. Make regular announcements to the entire organization to identify any key decisions and notable progress. Even if there is little report, communication to this effect is also beneficial. Further, it is equally as important to communicate why the changes are needed as it is what the changes are. Explain the needs, explain the goals. Being open and clear will help you achieve buy in and support for what you’re trying to do. Gaining employee support will help build a positive momentum towards the future state. By contrast, instituting change without support is far more difficult. 2. Plan Ahead In order to best implement the changes, plan ahead. Look at the various impacts to your business. Are other groups impacted by what you plan to change? Does your financial reporting structure need to change? How will your customers be affected? How will your people be impacted? Unfortunately, many business leaders get trapped in the benefits the new organization will offer, but forget to actually map out a timeline and means of implementation. Many times, impact assessments of core processes are overlooked, reducing some of the efficiency improvements offered by the new structure. Additionally, establishing some level of contingency is also wise, as unforeseen challenges will likely emerge.

32. 3. Meet in the Middle When you are simply realigning teams and people to make your business more effective, don’t forget to talk to your employees. The higher up you are in the organization the less in touch you are with the working level. It’s a fact that many upper level managers choose to ignore. Talk to your people to see if they have any ideas.  Seek out a small focus group of key talent or knowledge holders to battle test your ideas. Gain feedback. Actively seek your employees’ suggestions in terms of gaps. And listen to them. Often times, your vision combined with their ideas will lead to the best solution. The employees will live in the new structure every day and will easily be able to identify challenges you may have overlooked. 4. Structure for Success Keep in mind a virtue in the world of organizational management: your structure must bring you success.  If you’re struggling with technology growth, separate a team to focus only on technology.  If your customers feel neglected, create a team dedicated to taking care of customers.  There are many ways to create an organizational structure, and all are valid.  Examples include product based teams, process based teams, regionally based teams and functional teams. The key is to find the sources of pain and weakness and center your efforts around addressing them. 5. Follow Up, Follow Up ,Follow Up

33. Driving Successful Reorganizations Centralization, Transparency, and Engagement The business environment today is not what it was at the start of the millennium. The focus is no longer on such issues as global market coverage, speed, and the need to expand abroad. In fact, we are seeing the first signs that globalization and the growth it triggered are running out of steam. A few years ago, the issue at the top of CEOs’ agendas was to stay competitive by going international and global, whereas today the focus is on consolidating operational structures to make them viable for the long term. The new management challenges are to drive operational efficiency and optimize organizational structures, but to achieve them, a host of issues—from centralizing operations to ensuring that local subsidiaries are truly lean—must be addressed. SUCCESS FACTORS FOR REORGANIZATIONS So, how to successfully manage a reorganization process? Reorganizations have several challenges in common: First, they involve changes to the structure of the workforce. Next, many of the international companies operate under widely varying and country-specific legal jurisdictions, particularly in Europe. And finally, the expectation is that implementation of the reorganization will happen as fast as possible. To address those challenges successfully, management needs a pragmatic approach built upon three key factors:

34. Driving Successful Reorganizations 1.Central managementReorganizations can be implemented quickly and efficiently only if they are managed centrally. It is not a matter of the head office’s stepping on the toes of regional or national subsidiaries; it’s about increasing the speed and the level of certainty of implementation by carrying out the reorganization consistently across the countries involved. Such centrality and consistency also help when communicating with employees, trade associations, works councils, and government bodies. Central management of communications themselves is also crucial if complex reorganizations are to be planned and implemented successfully. 2. Involvement of all stakeholdersReorganizations often stir up a great deal of emotion, which can easily affect employee morale. The emotionally charged nature of the situation makes it essential for all relevant stakeholders to feel included, involved, and respected. Ensuring a strong and continual flow of information also makes it easier to recognize mistakes early and avoid them.

35. Driving Successful Reorganizations • It’s important to be aware that each stakeholder has different information requirements. In a headcount reduction situation, for example, some of those information requirements can be as follows: • The manager responsible for the effort is looking for information to rationalize the decision. • The lawyer is looking for the key criteria to justify the actions so the actions can be implemented following local legal frameworks. • Human resources (HR) needs particularly detailed information to get the implementation under way. • Administrative departments need transparency to handle individual actions and to manage internal communications. • 3. TransparencyReorganizations often have to address the critical question of whether everything is following due legal process, particularly when the legal process is different across countries. Transparency in all information dissemination and decision making is critical to this effort. Transparency also helps in execution of the plan.

36. Driving Successful Reorganizations CONSISTENT DATA IS THE KEY DRIVER FOR SUCCESSFUL REORGANIZATIONS A reorganization that has to be implemented concurrently in several countries can present a number of complex challenges, and managing such complexity successfully requires access to consistent data. But typically, companies with European operations that have grown rapidly as the result of an internationalization strategy are not organized on a centralized basis. Although central systems might be storing information, they are not consistently defined and updated. That lack of centralization or of any single, regional management often leads to inconsistent and data that is of questionable quality. So, the question becomes, How can decentralized, non-harmonized data be collected most efficiently? Standardized templates are needed to ensure data is consistent. Central storage and management of data ensure that all stakeholders can be kept posted with the latest information as quickly as possible at all times. And it’s crucial that all information providers, especially those at the local level, keep the data current at all times. There are multiple benefits in having a standardized approach to data management. A standardized approach provides management with a sound basis for decision making, which, again, simplifies implementation. Once decisions have been made, legal steps can be taken, making for a more methodical approach and enabling management to concentrate on stakeholder communication, change management, employee morale, and operational issues.