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PRIVATE EQUITY RESEARCH IN THE LAW FIRM

PRIVATE EQUITY RESEARCH IN THE LAW FIRM. June 6, 2007. ONLINE SOURCES. Why? Section 404, Sarbanes-Oxley Act of 2002, Public Law 107-204, July 30, 2002 Imposes internal controls: corporate management review and auditor attestation

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PRIVATE EQUITY RESEARCH IN THE LAW FIRM

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  1. PRIVATE EQUITY RESEARCH IN THE LAW FIRM June 6, 2007

  2. ONLINE SOURCES • Why? • Section 404, Sarbanes-Oxley Act of 2002,Public Law 107-204, July 30, 2002 • Imposes internal controls: corporate management review and auditor attestation • Very expensive, much more so than originally anticipated by Congress, estimated at $15-20 billion in 2004 097777-0130-05566-NY02.2596628.1 5/30/2007

  3. ONLINE SOURCES • What this presentation is not: • A primer on private equity • For background on the business of private equity, consider Clifford Perry’s presentation, Private Equity Research: Tools of the Trade • Overview of Firms, Funds, Flow of funds, Deal process, types of financing and global markets 097777-0130-05566-NY02.2596628.1 5/30/2007

  4. ONLINE SOURCES • What this presentation covers: • Reference requests and sources of information for finding answers • Online sources • News sources • Blogs • Dictionaries • Treatises • Directories 097777-0130-05566-NY02.2596628.1 5/30/2007

  5. ONLINE SOURCES • Value of the traditional sources • For example: Bankruptcy questions • ABI Journal (American Bankrutpcy Institute)with daily email updates • Teleconference: “Changing Roles in Commercial Cases: The Impact of Hedge Funds and Private Equity Funds on the Restructuring Landscape.” • Links to Articles: “Private Equity's Big Debt Burden: Some analysts say plenty of positives offset the risk. Others predict a wave of defaults by firms crippled with debt,” by Steven Rosenbush, Business Week, May 29, 2007 • Bankruptcy Insider (thedeal.com) • Daily Bankruptcy Review 097777-0130-05566-NY02.2596628.1 5/30/2007

  6. ONLINE SOURCES • Bloomberg • We use Bloomberg to get deal-specific information • Basic search: MA>go, 1>go Mergers & Acquisitions Search, 25>go Additional Standard Search, 45>go Private Equity Deals 097777-0130-05566-NY02.2596628.1 5/30/2007

  7. ONLINE SOURCES • Bloomberg 097777-0130-05566-NY02.2596628.1 5/30/2007

  8. ONLINE SOURCES • Bloomberg • You can access increasing levels of detail. Select from the More Deal Information Drop Down to get Deal Advisers. 097777-0130-05566-NY02.2596628.1 5/30/2007

  9. ONLINE SOURCES • Bloomberg • More Deal Info • Deal Advisers • Additional Information • Deal Analytics • Set Up News Alert • Terms Definitions • Target Info • Company Information • Fundamental Information • Company Debt • Quotes and Price Graphs • Acquirer Info • Company Information • Company Debt • Quotes and Price Graphs 097777-0130-05566-NY02.2596628.1 5/30/2007

  10. ONLINE SOURCES • Bloomberg • A good place to start when you are given partial information. • With the Harrah’s Entertainment Inc. acquisition, we did not have the date, nor did we know who was in the acquiring consortium, when asked to find any filings related to the deal. • Searched in the MA page on Harrah’s name. 097777-0130-05566-NY02.2596628.1 5/30/2007

  11. ONLINE SOURCES • Bloomberg 097777-0130-05566-NY02.2596628.1 5/30/2007

  12. ONLINE SOURCES • Bloomberg • Harrah’s Consortium Details 097777-0130-05566-NY02.2596628.1 5/30/2007

  13. ONLINE SOURCES • GSIonline/Livedgar • List of REITs (Real Estate Investment Trusts) acquired by private equity firms. 097777-0130-05566-NY02.2596628.1 5/30/2007

  14. ONLINE SOURCES • GSIonline/Livedgar • List of REITs (Real Estate Investment Trusts) acquired by private equity firms. 097777-0130-05566-NY02.2596628.1 5/30/2007

  15. ONLINE SOURCES • GSIonline/Livedgar • List (using SIC code 2731 to search on) of Book Publishers acquired by private equity firms. 097777-0130-05566-NY02.2596628.1 5/30/2007

  16. ONLINE SOURCES • MergerMetrics by Factset • What are the reverse back-up fees in Private Equity deals announced so far this year, 2007? 097777-0130-05566-NY02.2596628.1 5/30/2007

  17. ONLINE SOURCES • MergerMetrics by Factset • What does the Go-Shop provision text look like for deals done in 2007? 097777-0130-05566-NY02.2596628.1 5/30/2007

  18. ONLINE SOURCES • Thomson One Banker • We were given a list of companies recently acquired by a client, a Private Equity firm, and asked to get the announced date, overall transactional value, equity value, value as of the effective date, and equity value as of the effective date. 097777-0130-05566-NY02.2596628.1 5/30/2007

  19. ONLINE SOURCES • Thomson One Banker • Building the report 097777-0130-05566-NY02.2596628.1 5/30/2007

  20. ONLINE SOURCES • Thomson One Banker • The final report can be converted to Excel and emailed. 097777-0130-05566-NY02.2596628.1 5/30/2007

  21. ONLINE SOURCES • Thomson One Banker • The Private Equity section in Banker gives detailed Profiles of companies receiving private equity funds. 097777-0130-05566-NY02.2596628.1 5/30/2007

  22. ONLINE SOURCES • Thomson One Banker • Alternatively, generate a list of companies that meet certain criteria using an advanced query and then select and review the profiles for these. 097777-0130-05566-NY02.2596628.1 5/30/2007

  23. ONLINE SOURCES • Thomson One Banker • Generate a report of profiles for all or selected companies. 097777-0130-05566-NY02.2596628.1 5/30/2007

  24. NEWSLETTER SOURCES • Requests for News About Private Equity • What is organized labor’s view of private equity? • Find the Offering Memoranda for the XYZ deal. • What are private equity funds? • Get the Private Equity Legal Adviser rankings for 2006. • What Private Equity deals has the firm worked on from 2000 to 2006? • Find any articles on Carlyle’s fee hike. 097777-0130-05566-NY02.2596628.1 5/30/2007

  25. NEWSLETTER SOURCES • ABSOLUTE RETURN (Hedge Fund Intelligence Ltd.)www.hedgefundintelligence.com • This monthly is a member of the Euromoney Institutional Investor family of publications and replaced the subscription to MARHedge (Managed Accounts Reports). Reports news plus value-added special supplements like Global Review 2007. Recently started a weekly Friday email news report to subscribers. • ALTERNATIVE INVESTMENT NEWS (Institutional Investor)www.iinews.com • Weekly fund news and personnel changes with daily email updates. • THE ASIAN VENTURE CAPITAL JOURNAL (AVCJ Group Ltd.)www.asianfn.com • AVCJ Weekly started publishing at the beginning of the current private equity cycle on September 1, 2003, and it is published every Monday morning with the news of venture capital and private equity markets in Asia. 097777-0130-05566-NY02.2596628.1 5/30/2007

  26. NEWSLETTER SOURCES (cont’d) • BUYOUTS (Thomson Financial)www.buyoutsnews.com • A weekly staple for those in the LBO business, each issue has 2 substantive articles on industry trends and several news columns. Also available electronically. • CORPORATE FINANCING WEEK (Institutional Investor)www.iinews.com • One of the oldest weeklies covering all aspects of corporate financing: from LBOs, funds, REITs, High Yield, and notes. Widely read and well-regarded. • THE DEAL.COMwww.thedeal.com • Daily news covering all deal sectors: M&A, private equity, IPO, technology news, venture capital, bankruptcy, laws and regulations, and Today in Deal History. 097777-0130-05566-NY02.2596628.1 5/30/2007

  27. NEWSLETTER SOURCES (cont’d) • DEALLAWYERS.COM (Executive Press)www.deallawyers.com • This is a rich Web site designed for lawyers. The Practice Area page includes Private Equity and compiles for each practice area: memos and articles, web casts, and blogs of interest to lawyers. Other pages list Sample Documents (lots of agreements and letters), M&A Litigation cases, a Q&A forum, and SEC and state laws. • HEDGE FUNDS and PRIVATE EQUITY (CCH/Wolters Kluwer Law & Business)business.cch.com/network • This new monthly sheds light on the regulatory and risk management issues associated with hedge funds and private equity. The newsletter is important because of Jim Hamilton’s clear and down-to-earth analysis. Jim Hamilton is the principal analyst for the newsletter and brings years of federal securities knowledge to the publication. 097777-0130-05566-NY02.2596628.1 5/30/2007

  28. NEWSLETTER SOURCES (cont’d) • HEDGE FUND DAILY (Euromoney Institutional Investor)www.dailyii.com • This daily comes with the subscription to Alternative Investment News and has good reporting on Asia, Europe, and U.S. funds. • ii PRIVATE EQUITY (Institutional Investor)www.iiprivateequity.com • Another news source, online only and weekly. However, it was short-lived: June 12, 2006 – April 30, 2007. • INVESTMENT DEALER DIGEST (SourceMedia)www.iddmagazine.com • Another one of the oldest weeklies, highly regarded and widely read. Coverage is broad (investment banking and capital markets) but tracks the current trends and news in short, useful articles. 097777-0130-05566-NY02.2596628.1 5/30/2007

  29. NEWSLETTER SOURCES (cont’d) • JOURNAL OF PRIVATE EQUITY (Institutional Investor)www.iijournals.com/jpe • Subtitled “Strategies and Techniques for Venture Investing,” each quarterly issue publishes several scholarly articles, global in scope. • LBO Wire (Dow Jones)www.lbowire.com • Daily news; thorough, well-regarded, and widely read. Columns are organized to mimic the process of making a deal: In Play, Deals, Deal Closure, Exits, Fund News, Limited Partners, Deal Finance, International, Industry News. • M&A ASIA (AVCJ Group Ltd.)www.asianfn.com • Sister publication to AVCJ Weekly, M&A Asia is published fortnightly and covers joint venture activity in Asia, as well as mergers and acquisitions. 097777-0130-05566-NY02.2596628.1 5/30/2007

  30. NEWSLETTER SOURCES (cont’d) • THE M&A JOURNALwww.themandajournal.com • A substantive lead story, published approximately every six weeks. The stories are of particular relevance to lawyers and done with a touch of humor. • MERGERS & ACQUISITIONS REPORT (SourceMedia)www.mareport.com • Tables and Transaction Activity during the week past comprise the major portion of this widely read newsletter. • PEA PLUS WEEKLY (Dow Jones)www.privateequityanalyst.com • Published on Thursdays, news is organized around the players: General Partners, Limited Partners, People News, In the Media. The Plus refers to the online source of additional transaction information that comes with the subscription. 097777-0130-05566-NY02.2596628.1 5/30/2007

  31. NEWSLETTER SOURCES (cont’d) • PEWEEK (Thomson Financial)www.pewnews.com • Weekly compilation of PE Week Wire below. Covers general news, funds news, and limited partnerships news. • PE WEEK WIRE (Thomson Financial)www.pewnews.com • “PE Week Wire is a daily dose of e-mailed news and commentary on the venture capital and private equity markets.” Free and daily, this source often picks up and comments on news not reported elsewhere. • PINHAWK HEDGE FUNDS (PinHawk NewzDigest)www.pinhawk.com • Daily news on the hedge fund industry. Stories are gleaned from web searches (a lot of google.com and sec.gov stories) and organized by: Organizations such as Hedge Funds, Financial Companies, Technology, and People; Markets such as Currencies, Commodities, Worldwide Markets, and Government; Regional News covering Asia/Pacific and Europe; and Blogs. 097777-0130-05566-NY02.2596628.1 5/30/2007

  32. NEWSLETTER SOURCES (cont’d) • PRIVATE EQUITY ANALYST (Dow Jones)www.privateequityanalyst.com • Monthly companion to PEA Weekly, Private Equity Analyst examines alternative assets: markets, asset type profiles, deals, deal trends, deal-makers, funds, and league tables. The newsletter is wonderfully comprehensive, specific, and global in scope. • PRIVATE EQUITY INTERNATIONAL (Investor Access)www.privateequityonline.com • A monthly, PEI features articles on issues facing the industry: company developments, investment sector opportunities, country-specific opportunities, and industry trends and markets. The web site updates news daily and publishes daily and weekly emails. While the Daily Digest articles do not necessarily carry over to the monthly print issue, they do roll up into the Friday Letter. • PRIVATE EQUITY MANAGER (Investor Access)www.privateequitymanager.com • The Global Journal for Private Equity CFOs and COOs. Published in the UK as a Private Equity International Publication, this monthly covers a lot of news briefly, including law firm activity in the Legal Briefs column. 097777-0130-05566-NY02.2596628.1 5/30/2007

  33. NEWSLETTER SOURCES (cont’d) • PRIVATE EQUITY NEWS (Financial News)www.penews.com • The UK point of view on global news. Published Mondays and via email only. • PRIVATE EQUITY REAL ESTATE (PERE) • Another Private Equity International publication with a worldwide focus. Each issue has an article reporting on the market in a specific country. • PRIVATE EQUITY INSIDER (Harrison Scott Publications)www.peinsider.com • Several short, to-the-point articles, appearing weekly. 097777-0130-05566-NY02.2596628.1 5/30/2007

  34. NEWSLETTER SOURCES (cont’d) • SIMPSON THACHER PRIVATE EQUITY E-NEWS • This is a daily (Monday through Friday) internal publication that the Knowledge Management department creates by searching the web each morning. It has been compared to commercially published newsletters and found to be more comprehensive. 097777-0130-05566-NY02.2596628.1 5/30/2007

  35. NEWSLETTER SOURCES (cont’d) • VENTURE CAPITAL JOURNAL (Thomson Financial)www.vcjnews.com • This monthly taps guest writers for articles and is unique for its VCJ Top 10 and VCJ most active companies listed in each issue. Profiles of IPOs and the IPO After Market are based on Thomson Financial’s Post Venture Capital Index (PVCI).. • VENTURE SOURCE (Dow Jones)www.venturesource.com • Information on Venture Capital firms and investments, new fund formation and company profiles, including financing history and news. • WALL STREET JOURNAL (Dow Jones)wsj.com • Still the country’s leading journal reporting financial news. Alerts and archival search functionality add a great deal of value. 097777-0130-05566-NY02.2596628.1 5/30/2007

  36. DICTIONARIES • CalPERS Web Sitehttp://www.calpers.ca.gov/index.jsp?bc=/investments/assets/equities/aim/pe-glossary.xm. • CalPERS> CalPERS Investments> CalPERS Assets>Equities>Alternative Investment Management Program>Private Equity Industry Dictionary • DICTIONARY OF FINANCE AND INVESTMENT TERMS, by John Downes and Jordan Elliot Goodman. 7TH ed. Hauppauge, NY: Barron’s Educational Series, Inc., 2006. • INVESTOPEDIAhttp://www.investopedia.com/terms/p/privateequity.asp • MERGERMETRICS ?Helphttp://www.mergermetrics.com • THOMSON ONE BANKER Help?http://banker.thomsonib.com • Within Help? open Private Equity Mode from the left side menu, then select Glossary. 097777-0130-05566-NY02.2596628.1 5/30/2007

  37. BLOGS • THE NEW YORK TIMESwww.dealbook.blogs.nytimes.com • Edited by Andrew Ross Sorkin, the Times’ blogs cover the gamut: Mergers & Acquisitions, Investment Banking, IPO/Offerings, Private Equity, Hedge Funds, Venture Capital, Legal, and Jobs. • THE WALL STREET JOURNALblogs.wsj.com/deals • Value added features like “Big Deal Breaks” emails and “Read more” references to other Web sites at the end of articles. • JIM HAMILTON’S WORLD OF SECURITIES REGULATION: Commentary and musings on the complex, fascinating and peculiar world that is securities regulationjimhamiltonblog.blogspot.com • Timely and clear commentary on regulatory and legislative events. 097777-0130-05566-NY02.2596628.1 5/30/2007

  38. Treatises • Corporate Finance And The Securities Laws, By Charles J. Johnson and Joseph McLaughlin, Jr. 4th edition. New York: Wolters Kluwer, 2006. • Also online at business.cch.com/network. • GOING PRIVATE, by Arthur M. Borden. New York: Law Journal Press, 1982. • PIPES: A Guide to Private Equity Investments in Public Equity, by Steven Dresner and E. Kurt Kim. Revised and updated ed. Princeton, N.J.: Bloomberg Press, 2005. • PRIVATE EQUITY FUNDS: BUSINESS STRUCTURE AND OPERATIONS, by James C. Schell. New York: Law Journal Press, 1999. 097777-0130-05566-NY02.2596628.1 5/30/2007

  39. Treatises (cont’d) • PRIVATE EQUITY PARTNERSHIP TERMS AND CONDITIONS, edited by Sree Vidya Bhaktavatsalam. 5th edition. Wellesley, MA: Dow Jones, 2007. • SEVENTH ANNUAL PRIVATE EQUITY FORUM, chaired by Yukako Kawata. New York: Practising Law Institute, 2007. • STRUCTURING VENTURE CAPITAL, PRIVATE EQUITY, AND ENTREPRENEURIAL TRANSACTIONS, by Jack S. Lewis. New York: Wolters Kluwer, 1997. • Also online at tax.cch.com/network. • TAX MANAGEMENT PORTFOLIO NO. 735, PRIVATE EQUITY FUNDS, by Andrew W. Needham and Anita Beth Adam. Washington, D.C.: Tax Management. • Also online at library.bnatax.com and www.westlaw.com. 097777-0130-05566-NY02.2596628.1 5/30/2007

  40. DIRECTORIES • DIRECTORY OF ALTERNATIVE INVESTMENT PROGRAMS. Wellesley, MA: Wicks Business Information. • DIRECTORY OF LIMITED PARTNERS: INVESTORS IN PRIVATE EQUITY AND OTHER ALTERNATIVE ASSET FUNDS. New York: Thomson Financial. • DIRECTORY OF VENTURE CAPITAL AND PRIVATE EQUITY SERVICE PROVIDERS. Wellesley, MA: Dow Jones & Company. • GALANTE’S VENTURE CAPITAL AND PRIVATE EQUITY DIRECTORY. Wellesley, MA: Alternative Investor. 097777-0130-05566-NY02.2596628.1 5/30/2007

  41. DIRECTORIES (cont’d) • THE … GUIDE TO PRIVATE EQUITY AND VENTURE CAPITAL. London: International Financial Law Review. • This guide appears as a special supplement with the January issue of International Financial Law Review. • GUIDE TO PRIVATE EQUITY AND VENTURE CAPITAL IN ASIA: THE ASIAN VENTURE CAPITAL AND PRIVATE EQUITY SOURCE BOOK. Hong Kong: Asian Venture Capital Journal Ltd.www.asianfn.com/vcguide • GUIDE TO THE WORLD’S LEADING PRIVATE EQUITY LAWYERS. London: Euromoney Publications. • PRATT’S GUIDE TO PRIVATE EQUITY SOURCES. New York: Thomson Venture Economics. 097777-0130-05566-NY02.2596628.1 5/30/2007

  42. DIRECTORIES (cont’d) • WARD’S BUSINESS DIRECTORY OF U.S. PRIVATE AND PUBLIC COMPANIES. Detroit: Thomson/Gale. 8v. 097777-0130-05566-NY02.2596628.1 5/30/2007

  43. NEW YORK • LOS ANGELES • PALO ALTO • WASHINGTON, D.C. • BEIJING • HONG KONG • LONDON • TOKYO 097777-0130-05566-NY02.2596628.1 5/30/2007

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