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REMINDER: The audience is in listen-only mode Please e-mail questions via the Q&A panel box

REMINDER: The audience is in listen-only mode Please e-mail questions via the Q&A panel box Select questions will be answered during the last 10 minutes of the program Please answer poll questions Webex customer support at: 866-229-3239. &. Welcome You to Our Webcast:

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REMINDER: The audience is in listen-only mode Please e-mail questions via the Q&A panel box

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  1. REMINDER: The audience is in listen-only mode Please e-mail questions via the Q&A panel box Select questions will be answered during the last 10 minutes of the program Please answer poll questions Webex customer support at:866-229-3239

  2. & Welcome You to Our Webcast: Private Equity Deal Review

  3. INTRODUCTION Moderator: David Carey Senior Writer The Deal LLC

  4. EXPERT PANEL John M. Pollack Partner Schulte Roth & Zabel

  5. EXPERT PANEL Howard D. MorganCo-presidentCastle Harlan Inc.

  6. EXPERT PANEL Robert Landis PartnerRiverside Co.

  7. EXPERT PANEL David E. RosewaterPartnerSchulte Roth & Zabel

  8. Current state of U.S. M&A deal activity: Where are we now?

  9. Highlights of Schulte Roth & Zabel 2011 Private Equity Buyer/Public Target M&A Deal Study Observation of a “market practice” based on the treatment/inclusion of key deal terms

  10. Highlights of Schulte Roth & Zabel 2011 Private Equity Buyer/Public Target M&A Deal Study

  11. Highlights of Schulte Roth & Zabel 2011 Private Equity Buyer/Public Target M&A Deal Study • For transactions with single-tier reverse termination fees ("RTFs") — the range was 5.28% to 9.43% of target equity value (mean: 6.74%; median 6.36%). • For transactions with two-tier RTFs: • The range for the first tier was 2.23% to 15.16% of equity value (mean: 5.73%; median 3.23%). • The range for the higher tier was 4.46% to 37.89% (mean: 12.40%; median 7.27%).

  12. Highlights of Schulte Roth & Zabel 2011 Private Equity Buyer/Public Target M&A Deal Study “While ‘go-shop’ provision are not ‘market practice,’ they are widely used and not exceptions to the rule”

  13. Highlights of Schulte Roth & Zabel 2011 Private Equity Buyer/Public Target M&A Deal Study “While there recently have been innovations in deal terms in strategic acquisitions of U.S. public companies, these innovations have not spread to transactions involving private equity buyers”

  14. Macroeconomic andsocioeconomic issues that are on the radar of dealmakers

  15. Dealmaking Evolution Post-2008 Credit Crisis • Length of time for deals to be signed • Duration of owning portfolio companies • Future prospects in financing • Biggest changes in deal terms

  16. Outlook of dealmaking in the near term

  17. AUDIENCE Q&A

  18. Closing thoughts

  19. & Thank You for Joining Our Webcast

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