Middle Market Investment Banking - Mid-2010 Outlook and Corporate Finance Services

1. Confidential
BA Capabilities and Market Overview
August 2010
Benning Associates LLC
101 Federal Street - Suite 1900
Boston, MA 02110
www.BenningLLC.com
(617) 261-3999

2. Expertise and Services I
Market Analytics II
Client Wins III
Why “BA” IV
Appendix: Team Credentials V

3. I Expertise and Services

4. Expertise and Services
BA Believes in More Technology and Less Mahogany
Who We Are What We Do How We Do It
Leading next-generation Our transaction experience is More experience is better, but
boutique investment bank different than most boutiques more overhead isn't
•Provide corporate finance and •Have closed more deals, and •We have a different client
M&A advisory services to have more: service model
private and public middle — Public company experience •We are hands on
market companies and — Buy-side experience •We have more use for laptops
investors and smart phones than fancy
— Cross-border experience
— Special committee offices
experience
Markets, regulations and The result is more for the client Technology has changed
technology are changing the •Our goal is better advice investment banking
M&A advisory business •Better advice generates more •We can do so much more with
•Differentiated M&A boutique shareholder value and less so much less
and trusted long-term advisor transaction risk •We have more time to
to our clients •M&A specialists at leading law understand your business
•Provide sound advice, not firms recommend BA's senior •More time to listen, to learn
simply expedient answers bankers to their clients your concerns, and to develop
a strategy and approach that
optimizes your objectives
The financial services industry is changing – we are a new type of M&A advisor for a new
economic paradigm. Experienced, efficient and lean.
4

5. Expertise and Services
Team DNA in Place
Senior Banking Team
The “Team” concept means
something more here – having
Greg Benning Jay Remington Pete Cahill
worked together at prior firms
focused on middle-market Founder Founder Managing Director
transactions: we know that we can
rely on each other at the most
critical times
This dynamic affords the client a
more smooth, efficient process and
high quality product
Greg Benning has completed over
150 transactions while with Adams
Harkness, Barrington Associates, Execution Professionals
Salomon Brothers, and Tucker
Anthony
Jay Remington has over $22 billion Miles Littlefield Robert Roose Matt Brochu
of transaction value experience Associate Vice President Associate
from Adams Harkness, Barrington
Associates, Houlihan Lokey, Merrill
Lynch, and Lehman Brothers
Pete Cahill has completed over 75
transactions while with Adams
Harkness and First Albany
Our team is a re-united group of successful investment bankers poised to serve a market requiring
close coordination and agility
5

6. Overview of Benning Associates
Where Can We Provide Value?
Middle-Market Public Companies Founder/Family-Owned Businesses PE/VC Portfolio Companies
Key customers and employees Unique cultures Best-in-class execution
expectations
Concentrated opportunities and Unique transaction drivers
risks Needs for both global bank
High levels of pride in ownership sophistication and hands-on
Stock price, disclosure, and senior banker project
shareholder concerns management
Once in a lifetime, bet-the-
company deals
Heightened needs for Ability to take direction but also
confidentiality work collaboratively on transaction
Need for bankers who listen and strategy and process
can establish trust-based working
Complex board room dynamics relationships
and governance issues
M&A and corporate finance experts focused on specific middle-market client needs
6

7. Overview of Benning Associates
Scope of Services
Scope of Services
Assignment Description Why Benning Associates?
Screen, analyze and approach 1/3 of our experience involves representing acquirors
potential targets Reputation for market-driven valuation, structuring and
Acquisition Search
Acquisition of identified target negotiation strategy
Sale of 100% of equity Expert sell-side process managers
Business Sales Asset and stock sales Strong relationships within private equity community and
and Divestitures Complete/partial liquidity universe of strategic acquirors
Fund growth or acquisitions Draw on our bulge bracket, regional and boutique capital
Recapitalize or take money off the markets experiences
Capital Sourcing
table Extensive network of financing counterparties
Ongoing reviews of business plans Managing for value and positioning clients for future
and interim operating results financing or M&A
Retained Advisory Provide regular updates Key insights into market environment and competitive
landscape
Analyze and execute corporate Create a long-term working relationship
Outsourced development initiatives Allow for a better position to pursue corporate
Corp. Development transactions when attractive opportunities present
themselves
Special committee assignments Expert in various forms of opinions and takeover
defenses
Specialty Advisory Secondary advisor to clients
Managing other investment bankers, lenders or
underwriters
BA offers an array of services customized to the needs of middle-market clients
7

8. Overview of Benning Associates
Beliefs
Benning Associates’ Core Values
Our “A” Team Independence and Outperform
At BA, there is no “B” team Objectivity We will outperform full-service
We don’t hand off deals to We will offer independent and investment banks
industry or product groups unbiased advice We will go beyond and
We don’t have separate We do not have conflicting develop the creative opinion
pitch and execution teams brokerage, capital markets, or We will understand our clients
The team you know is the lending activities better than anybody
team you work with
Client Focus Leverage Experience Idea Driven
Each client, its circumstances, We have more experience We drive to see and build the
objectives, and opportunities, than its competitors strategic value
is unique and demands our
We leverage our network and Not a slave to deal
full attention
transaction experience precedents
We don’t believe that “one
Generate better options and We deliver real thought,
size fits all”
superior execution process, and execution
No small deal phobia leadership
Having spent most of our banking careers in the middle market, we are very respectful of the trust
our clients place in us
8

9. II Market Analytics

10. Market Analytics
2010 M&A Activity Outlook
M&A and Venture Capital Markets
After approximately 18 months of market correction and economic workout/turnaround, we believe the environment
for corporate financing and M&A transactions is poised for a rebound in 2010
•We expect a return to long-term averages for both number and aggregate value of middle-market M&A
transactions, as well as transaction value multiples
Contributing to increased M&A transaction volume and aggregate value are venture capital trends that incentivize
investors to realize gains via M&A exits in 2010
•Venture financings, venture fundraising and venture-backed IPO exits declined sharply in H2-2008
Recovery of the debt markets, narrowing of leveraged loan spreads and greater availability of debt capital will further
serve to encourage both strategic and financial acquirors
Small and mid-cap strategic acquirors, as well as cross-border buyers, should increase their economic activity levels
in 2010
A confluence of venture capital market trends, credit markets, and leading indicators bodes well
for 2010 M&A activity
10

11. Market Analytics
Middle-Market M&A Activity
2000 – 2010YTD U.S. Middle-Market M&A Transaction Volume and Value
M&A Transaction Volume
•Historically, M&A transaction
volume has been cyclical
• Currently in a trough, we have
seen an uptick in transaction
volume for 2010 and expect
further improvement
M&A Transaction Value
•After peaking in 2007 and
declining in 2008 and 2009,
average M&A transaction value
has experienced a significant
increase in 2010
Source: Dealogic, data through 8/18/10
Note: Middle-Market is defined as transactions with disclosed TEV between $250 million and $10 million, excluding financial services,
real estate, and insurance transactions
We expect deal volume and average value to return to long-term averages – sophisticated deal-
making will be key as pent-up activity recovers and acquirors return to the market
11

12. Market Analytics
Middle-Market EBITDA Multiples
U.S. Middle-Market Average Disclosed EV/ EBITDA Values
Median EBITDA multiples are
strongly correlated with public
market valuations as well as the
availability of cheap financing
Source: Dealogic, data through 8/18/10
Note: Middle-Market is defined as transactions with disclosed TEV between $250 million and $10 million, excluding financial services,
real estate, and insurance transactions. Excludes outliers.
As credit spreads continue to narrow and public market valuations continue to rebound, we’ve seen
transaction multiples return to long-term averages in 2010
12

13. Market Analytics
Middle-Market Premia
U.S. Middle-Market Median Disclosed 1-Week and 1-Month Premia
2010 acquisition premia are
reverting to historical levels,
indicating a normalizing M&A
market
Source: Dealogic, data through 8/18/10
Note: Middle-Market is defined as transactions with disclosed TEV between $10 million and $250 million, excluding financial services,
real estate, and insurance transactions. Excludes outliers.
Acquisition premia have grown sharply in 2008 and 2009, demonstrative of depressed market
valuation, but as the market normalizes, premia will revert to the mean
13

14. Market Analytics
Venture Capital Market: Fundraising and Financing
Annual Fundraising by Venture Funds
Fundraising has seen a sharp
decline
•Illiquidity risk of private
company investments
•Public market depreciation
encourages less allocation by
LP’s to private company funds
Both follow-on and new
investments have plummeted as
portfolio managers are focused Source: Thomson Reuters, data through 6/30/10
more on the following:
•Issues with existing portfolios Annual Venture Financings
•Tuck-in acquisitions
•Monetizing investments
•LP relationships
•New investments must be
clear fit with portfolio and have
high probability of successful
return
Source: Thomson Reuters, data through 6/30/10
2010: Venture capital investors will strongly consider monetizing their investments via the “right”
sale opportunity
14

15. Market Analytics
Venture Capital Market: IPO and M&A Exits
Annual Venture-Backed IPO Exits
IPO exits for venture-backed
companies has not recovered
since growth-oriented public
market investors moved to the
sidelines in Q1-08, opting only to
invest in selective follow-on
transactions
Venture-backed M&A exits have
declined to an extent, but appear
to have reached a real bottom
Source: Thomson Reuters, data through 6/30/10
over the last four quarters,
signaling that a resurgence is in
order Annual Venture-Backed M&A Exits
Incremental return on capital and
financing needs will drive
transaction timing
Source: Thomson Reuters, data through 6/30/10
2010: Venture capital investors will strongly consider monetizing their investments via the “right”
sale opportunity
15

16. Market Analytics
Leading Indicators Point to M&A Market Resurgence
Leading Economic Indicators
Leading indicators are generally pointing to a stark improvement in the economy over the last few quarters – we
expect to see company earnings and employment numbers show measured improvements during 2010
•The S&P 500 Volatility Index has reverted to the mean, indicating a normalizing market
•The Dow Jones Industrial Average has rebounded over the last fifteen months, representing confidence in the
public markets
•Leveraged loan spreads have declined sharply from the highs reached in Q4-08
•After bottoming in Q4-08, CEO confidence is near its highest level since 2007
•Initial unemployment claims have generally been on the decline over the last eighteen months
•After declining through 2008, average weekly manufacturing hours have been on the rise since Q1-09
Stable, slowly improving economy and less volatile investment markets should enable a return to more robust
transaction activity
Recent improvement of leading economic indicators bodes well for 2010 M&A activity
16

17. Market Analytics
Capital Markets Show Improvement Relative to a Bottom
2004 – 2010YTD S&P 500 Volatility Index
Historically, the VIX has settled
just below 20, where the VIX
currently lies
The VIX began to rise in
September of 2008 and did not fall
back below 20 until December of
2009
Source: Yahoo Finance, data through 8/18/10
2008 – 2010YTD S&P 500 Volatility Index
Source: Yahoo Finance, data through 8/18/10
2010: Venture capital investors will strongly consider monetizing their investments via the “right”
The VIX has retreated to historical levels, indicating a normalizing market
sale opportunity
17

18. Market Analytics
Capital Markets Show Improvement Relative to a Bottom
2004 – 2010YTD Dow Jones Industrial Index
Between 2004 and 2006, the Dow
Jones Industrial Index spent most
of its time between 10,000 and
11,000, consistent with current
levels
The Dow Jones Industrial Index
declined precipitously in
September of 2008 dropping
below 7,000 by March of 2009; it
has since steadily recovered back
Source: Yahoo Finance, data through 8/18/10
to September of 2008 levels
2008 – 2010YTD Dow Jones Industrial Index
Source: Yahoo Finance, data through 8/18/10
2010: Venture capital investors will strongly consider monetizing their investments via the “right”
The Dow Industrial Index has returned to pre-financial crisis levels
sale opportunity
18

19. Market Analytics
Other Leading Indicators Are Promising
Average Discounted Spread of Leveraged Loans CEO Sentiment of Economic Conditions
Source: Standard & Poor’s, data through 6/30/10 Source: The Conference Board, data through 6/30/10
Weekly Initial Unemployment Claims Average Weekly Manufacturing Hours
Source: Bureau of Labor Statistics, data through 8/7/10 Source: Bureau of Labor Statistics, data through 7/31/10
Recent data from leading economic indicators are signaling that the recession is over and the
economy is rebounding
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20. III Client Wins

21. Transaction Experience
Overview
Transaction Experience
Benning Associates' principals have substantive and differentiated transaction experience
Over 200 transactions for an aggregate value of $40 billion, with sizes ranging from $10 million to over $1 billion
More than two-thirds of our transactions have occurred between $25 million and $100 million in value
50%:50% public:private, 1/3:2/3 buyside:sellside, 25% cross-border
We excel at highly structured and complex transactions, as well as running meticulously executed corporate sale
processes
We believe our independence, senior professional focus, industry knowledge and experience allow us to provide
advice in change of control situations that lead to enhanced shareholder value, with less transaction risk.
Significant sellside, buyside and capital raising success for both private and public companies
21

22. Selected Transaction Experience
Medical Technology
Medical Technology Experience
Med tech consolidators are $55m – Public:Public
Sellside advisory, Fairness Opinion
seeking out successive
Competitive sale of DirectSelect drug discovery technology at 150%
evolutionary device upgrades and premium to market stock price to Glaxo Smith Kline.
revenue streams, as global
industry revenue and net income $155MM - Cross-border, Public:Public
has flattened in 2009 Divestiture, Special Committee Advisory, Fairness Opinion
Assisted Curagen in review of strategic alternatives & sale of high-profile
Med tech venture financings and genome sequencing subsidiary, 454 Life Sciences to Roche.
IPOs have not recovered since
falling sharply in 2008, signaling $30MM - Public:Private
Special Committee Advisory, Valuation, Fairness Opinion
that M&A might be considered as
Advisory and opinion related to private financing round for 454 Life
a more viable exit strategy Sciences independent subsidiary.
Greater availability of debt will
$94MM - Cross-border, Private:Private
only encourage transaction activity
Sellside Advisory
Competitive sale of German venture-backed LVAD manufacturer to
Syscore GmbH.
$74MM - Cross-border, Public:Private
Buyside Advisory; Fairness Opinion
Negotiated acquisition of heart recovery micro-pump manufacturer Impella
CardioSystems AG. Complex collar/CVR deal consideration.
Terms Confidential - Public:Private
Sellside Advisory
Competitive sale of family-owned industrial and medical high-reliability
interconnect manufacturer to Amphenol.
From gene-sequencing to CV devices to discovery platforms, we have excelled at positioning,
negotiating and closing medical technology transactions
22

23. Selected Transaction Experience
Biotechnology and Specialty Pharmaceuticals
Biotechnology and Specialty Pharmaceuticals Experience
Large pharma looking at spec $19MM - Private:Public
pharma and biotech assets from Divestiture, Fairness Opinion
late phase II onwards to stabilize In conjunction with parent company sale to GSK, divestiture of
shrinking pipelines drug pipeline to Advent-backed start-up European Specialty
Pharmaceuticals.
•Highly differentiated product
process / platform
$60MM - Public:Public
•$1B+ market Sellside Advisory, Special Committee, Fairness Opinion
•Strong IP Negotiated sale of children's drug manufacturer. Target,
•Additional barriers to entry Medicis Pharmaceutical Corp, is a public company with
complex multi-class equity securities.
(e.g., biologics)
Additional rationales might
$34MM - Public:Public
include:
Sellside Merger Advisory, Fairness Opinion
•Extension patent basis of Negotiated sale of immunotherapeutic vaccine producer to
products through reformulation Antigenics.
•Sales force synergies through
therapeutic area product $10MM - Public:Private
expansion
•Geographic marketing,
Gliatech Restructuring, Court-Approved Sale
Competitive sale of bioabsorbable gel assets of the former
manufacturing and distribution ADCON Gel, which prevent post-surgical epidural fibrosis to
synergies Wright Medical.
We understand the dynamics of structuring a successful sale of promising assets to mid- and large-
cap life sciences acquirors
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24. Selected Transaction Experience
Healthcare Services
Healthcare Services Experience
Push is on for acquisitions of $115MM - Private:Private
sustainable, high margin Private Equity Growth Recapitalization, Dividend Recap,
businesses Solvency Opinion
Roll-up opportunities are being Negotiated recapitalization with Advent International of
pursued in a number of areas, leading regional outpatient radiology services company.
including: Successful exit in 2006.
•Clinical research organizations
$60MM - Public:Private
•Custom manufacturing service Gliatech Sellside Advisory
providers
Competitive sale of founder-owned health benefits third
•Data service providers party administrator to HealthPlan Services.
•Outpatient facilities
•Information technology $49MM - Public:Public
services Sellside Advisory, Fairness Opinion
•Laboratory service providers Competitive sale of regional outsourced employment
Loosening of the credit markets health services provider to Concentra.
will also promote transaction
activity Terms Confidential - Private:Private
Sellside avdisory
Competitive asset sale of medical components
manufacturing company to Freudenberg-NOK General
Partnership, a specialized manufacturing company.
We have demonstrated the versatility that is key in determining the correct universe of buyers for
health care services companies
24

25. Selected Transaction Experience
Business Services
Business Services Experience
Business services acquisitions is a $70MM - Public:Public
very broad grouping, and overall is Buyside Merger Advisory, Fairness Opinion
consistently one of the most active Negotiated acquisition of online tax and government payments
areas of M&A driven by changing processor Official Payments Systems.
opportunities for business model
$106MM - Private:Public
scope and scale
Sellside Advisory, Special Committee Advisory, Fairness Opinion
Over 70% of service company Special committee advisor to Renaissance Worldwide resulting in
acquirors cite increasing sale of the company to IT services specialist Aquent.
scale/reducing costs, and
increasing market share/geographic $168MM - Public:Public
presence as major transaction MBO/Sellside Advisory
drivers Merger of IT research services company META Group with
Gartner. Represented 30% of shareholders in sale and preliminary
Over 40% cite being responsive to
MBO bid.
customer demands, adding
products and technical $22MM - Private:Public
competencies, and integrating Buyside Advisory
product/service offerings as Negotiated acquisition of video game e-fulfillment services and
reasons for acquisitions software publisher, Crave Entertainment division of Handleman
Private equity and VC funding of Group.
technology-leveraged service
offerings continues to create a $115MM - Public:Private
Buyside Advisory
stream of interesting acquisition
Negotiated acquisition of legal services company Poorman-
candidates for larger service
Douglas, specializing in Chapter 7/11 related document and
companies payment processing.
Benning Associates has demonstrated a competency of both buyside and sellside processes in the
business services sector
25

26. Selected Transaction Experience
Financial Services
Financial Services Experience
The broader financial services $250MM - Public:Public
industry is predicted to be one of
Boston Sellside Advisory, Fairness Opinion
the most active M&A sectors in Bancorp Competitive auction of large community bank to BancBoston.
2010 Unique pre-closing divestiture provisions increased proceeds 15%.
Asset quality, regulatory actions,
$75MM - Private:Private
balance sheet funding and
MBO Buyside Advisory
technological change continue to
Employee-led THL Partners buyout of regional securities broker-
impact industry structure and dealer Tucker Anthony Sutro from John Hancock. Subsequent IPO
dictate transaction drivers and exit sale to Royal Bank of Canada.
Benning Associates has diverse
experience working with banks, $40MM - Public:Public
insurance companies, specialty Sellside Advisory, Special Committee Advisory, Fairness Opinion
lending firms, financial technology, Negotiated sale of closely-held insurance policy and claims
and services companies focused on processing company to FISERV.
the financial sector
$86MM - Public:Public
Sellside Advisory,Fairness Opinion
Competitive auction of large New Hampshire community bank,
resulting in sale to BayBank.
$25MM - Public:Private
Pacific Sellside Advisory, Fairness Opinion
National Bank Negotiated sale of small Nantucket commercial bank founded in
1804 to BancBoston.
We have been relied upon to handle delicate sellside processes and to deliver fairness opinions
during turbulent times in a volatile financial services sector
26

27. Selected Transaction Experience
Technology, Media, and Telecommunications
Technology, Media, and Telecommunications Experience
During the late 90’s overall TMT $80MM - Public:Private
Sellside Merger Advisory, Fairness Opinion
fueled the venture capital, stock
Merger with Globix Corp, where our private company client controlled the
market & M&A bubbles, accounting surviving public company.
for 55% of global M&A volume.
With the exception of a relief $78MM - Public:Private
consolidation peaking in 2004, TMT Merger Related Fairness Opinion
M&A as a percentage of total global Fairness opinion in venture-backed sale to Cabletron Systems, related to
split of proceeds between different classes of securities.
M&A has declined to 16%, and
volume in 2009 is at 1991 levels $15MM - Public:Private
TMT typically consolidates in a Buyside Acquisition Advisory, Fairness Opinion
downturn, as constricted IT Related to purchase of fixed-location wireless products company of CSI
Wireless.
spending drives the need for vendor
scale economies. The space is $28MM - Public:Private
long overdue for this type of activity Sellside Advisory, Fairness Opinion
Venture investors, with portfolios of Relating to sale of remaining 60% stake in venture-backed CAD software
company to 40% owner Autodesk.
IP-rich product offerings with
compelling customer benefits, will $160MM - Public:Public
look almost exclusively to the M&A Merger of Equal Advisory, Fairness Opinion
markets for exits, as the public Relating to merger with competitive semiconductor equipment
manufacturer, August Technology. Negotiated $10MM transaction break-
equity markets show no signs of up fee.
being able to accommodate IPOs
for companies with market caps $31MM - Cross-border, Public:Private
<$400MM Sellside Advisory, Fairness Opinion
Negotiated sale of secure e-payment infrastructure products/services
provider to Trintech Group.
Benning Associates has demonstrated success in various types of technology, media, and
telecommunications transactions
27

28. Selected Transaction Experience
Industrial Technologies
Industrial Technologies Experience
Investment in renewable energy $83MM - Private:Private
and other green technologies will Private Equity Growth Recapitalization
continue to power transaction Negotiated recapitalization with GFI Energy Ventures
activity for solar cell manufacturing equipment company.
In the post-recession environment, 2008 IPO (NASDAQ: SOLR).
acquirors are likely to invest in
resource optimization
technologies that improve their $38MM - Cross-border, Public:Private
efficiency and maximize their Buyside Advisory
product offering Negotiated acquisition of Italian-based petrol supplier
BRC S.p.A to LPG/CNG fuel system conversion
company.
$56MM - Cross-border, Private:Public
Divestiture
Sale of Cookson's specialty coatings division to
Boston private equity investor Bunker Hill Capital.
$16MM - Public:Private
Sellside Advisory
Sale of private equity-backed nano and micro-
powder developer and manufacturer to Cabot Corp.
We recognize the value in industrial technologies and have successfully positioned these businesses
to financial and strategic acquirors
28

29. Selected Transaction Experience
Consumer/Retail
Consumer/Retail Experience
Retailers in emerging markets are $82MM - Public:Private
facing depressed valuations and Buyside Advisory, Fairness Opinion
financing problems, making them Negotiated acquisition of BoatUS's retail, catalog &
prime targets for retailers with a wholesale operations.
healthy balance sheet
Acquirors are hungry for retailers
able to perform in a challenging $107MM - Private:Public
economy Special Committee, Fairness Opinion, MBO
Counter-cyclical and defensive Negotiated sell-side, representing special committee
consumer/retail businesses are and minority-stake public investors.
very attractive, even in uncertain
times Terms Confidential - Private:Private
Private Equity Growth Recapitalization
Ownership recapitalization of Robert Redford's
catalog and mail-order business from Webster
Capital and ACI Capital.
We recognize the importance of conveying brand and strong management in the value proposition
of consumer/retail companies to financial and strategic acquirors
29

30. Selected Transaction Experience
Food
Food Experience
$68MM - Cross-border, Private:Public
Competition for market share and
Sellside/Divestiture Advisory
slowing growth in the broader food Competitive sale of AMTodd Group's citrus oil fractions and distillates division to
market will fuel M&A activity among Kerry Group PLC.
larger players
$160MM - Public:Private
Emerging brands continue to spark Sellside Merger Advisory
the interest of larger consolidators Competitive auction sale of nutrition products company to Abbott Laboratories.
Foods employing novel ingredients
$35MM - Cross-border, Public:Public
and additives continue to be must- Sellside Merger Advisory, Fairness Opinion
haves Competitive auction of PureWorld, a leading manufacturer of pharma grade
nutritional supplement ingredients to Naturex SA.
$93MM - Public:Private
Buyside Advisory, Fairness Opinion
Acquisition of major competitor OmegaTech, specializing in Omega 3 compounds for
food and nutritional supplement markets.
$27MM - Cross-border, Public:Public
Sellside Advisory, Fairness Opinion
Competitive sale of Opta Food Ingredients, manufacturer of food-related starch
products, to Canadian acquirer Stake Technology.
$28MM - Private:Private
Sellside Advisory
eCompetitive sale of leading protein and candy bar manufacturer to Forward Foods.
$51MM - Public:Private
Sellside Advisory
Competitive sale of producer of Soy Dream and Rice Dream non-diary beverages to
Hain Celestial Group.
We have negotiated significant valuations for clients in the emerging and mature food and food-
ingredient industry
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31. IV Why Benning Associates

32. Why Benning Associates
Wall Street: Not All Things to All People
Dysfunction/Dislocation for Larger Wall Street Banks
Wall Street banks have business model flaws, highlighting significant
”agency conflicts”
February 5, 2009 •Disparate business units increase risk and distort focus of firm resources
President Barack Obama's new •Compensation and incentives are influenced by regulatory agencies and
proposals on banker pay were a not tied to transaction-specific performance
striking reminder of just how the
•Too large and too complex to ensure principled business practices and
balance of power is changing on
middle market client focus
Wall Street -- away from the big
banks reliant on federal aid and to •Consistent senior management support does not exist for “small” clients
foreign-based or boutique firms and their transactions
that haven't required any bailout
money…For years bankers often
vied to work for the firms with the The “Ah-Ha Moment”
biggest, most prestigious names.
Now, investment bankers are wary What we have learned from this
of signing up for several more
•There is beauty in a simple, focused service business model
years of reduced bonuses, public
shame by politicians and the other •Alignment of client: advisor interests and priorities is key
perceived consequences of taking •Integrity is critical and must be demonstrated
government money. •Value-add is in experience, focus, and agility
Advisors should approach the world the same way as their clients and share fundamental values
and goals
32

33. Why Benning Associates
Full-Service Banks Unable to Compete with Pure-Play M&A Boutiques
Leveraged Loans: Par Value and Percentage in Default or Bankruptcy
Smaller full-service trading
platforms and commercial lending
operations have struggled
•In 2008 and 2009 we saw a
“perfect storm’ of ever-
increasing outstanding loans
and record high defaults
•Electronic trading has
consistently eroded the fees
earned by firms offering high- Source: Standard and Poor’s.
touch brokerage services to
institutional investors Average Institutional Commissions Paid to Brokers (Cents Per Share)
Core business model at large
banks and fiduciary duty to
shareholders competes providing
first-rate service to middle-market
companies
Source: Greenwich Associates.
Banks have struggled due to legacy cost structures and issues in core equity and lending businesses
33

34. Why Benning Associates
Middle-Market Companies Remain Underserved
Big versus Small
You can’t be everything to Larger shops have greater expertise, but…
everyone and that is not what we •Rigid on minimum fees, large up-front retainers
are trying to do •Small deal phobia
We focus exclusively on providing •Execution by the ‘B Team’
corporate finance and M&A
advisory services to specific Smaller shops lack experience and hustle
classes of middle market •“Selling trust from behind a mahogany desk”
companies •Lacking true M&A expertise
•Tending toward a one-size-fits-all approach
The Solution
Benning Associates has engineered a model that breaks the M&A boutique
trend and provides premier advisory services to middle-market companies
•Uncommon M&A expertise and creativity
•Low overhead allows for reasonable fee structures and properly
incentivized deal team
•Personal commitment and serious hustle
We are like our clients: frugal, hungry, trustworthy and earning success by outshining competitors
with better ideas and execution
34

35. Why Benning Associates
Provider of Premier Middle-Market Advisory Services
Benning Associates Value Proposition
Do not believe that a relationship is a transaction
Long-Term
Become involved very early on in the process, well before a transaction is contemplated
Relationship
Realize that gaining client trust and understanding a unique business takes time
Our most senior professionals are dedicated to each transaction
Senior Attention Client-partners benefit from the creativity and experience of seasoned Wall Street managing directors
Senior managers are supported by tenacious, highly motivated deal teams
Not "all things to all people"
Focused Expertise Experts in executing $15 - $150 million transactions seeking external growth, owner liquidity or financing
Intimately aware of the unique characteristics of the middle market
Track record of closing many notable transactions in many different industries
Established Recognized for sophisticated valuation and financial analysis, transaction management and negotiation
Reputation Extensive contacts and relationships, and an ability to effectively reach decision-makers globally
Leverages information technology to have more time to understand client’s business and objectives
We Listen Invest the time and work collaboratively with clients
Seek more compelling positioning and a greater understanding of possible alternatives for the client
Tailor each transaction and deliver market feedback on a pre-qualified basis so that our client-partners
We Develop Options receive multiple offers and achieve maximum valuation
Take the time to develop the "creative option“ rather than looking to a cookie-cutter approach
Flexible approach to structure engagements and fees
Flexible Fees Match fees with results
Will right-fit client circumstances
Benning Associates brings the experience of a big Wall Street firm, the flexibility and creativity of
a boutique, and the drive, determination and low-cost structure of a technology leveraged startup
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36. Appendix: Team Credentials

37. Team
Credentials
Greg Benning, Managing Director and Founder
Greg is a Managing Director and Co-Founder of Benning Associates. He is a career middle
market investment banker with over 20 years of client advisory and transactional experience.
He has managed and executed over 150 M&A, divestiture and financing transactions, with
proceeds totaling over $15 billion.
Previously, Mr. Benning was Head of Mergers and Acquisitions for the emerging growth
investment bank, Adams Harkness, and a partner-level banker at the regional investment
bank, Tucker Anthony. Most recently, he launched the Northeast US middle market M&A
practices for Barrington Associates and A.G. Edwards & Sons, both now parts of Wells Fargo
Bank.
Mr. Benning is an acknowledged expert on M&A transaction markets, deal structures and
acquisition finance, and has presented, spoken and written for organizations including ACG
Boston, the Angel Capital Association, Babson College, Boston University, Corporate Board
Member, Ernst & Young, IBF's Venture Capital Summit, the Nantucket Conference, the
National Association of Corporate Directors, Thomson Financial and YCombinator. He has
also regularly participated in the professional development programs of several regional and
national law firms, covering topics including imbedded derivatives in M&A deal structures,
earnouts and contingent payment structures, and fairness opinion best practices.
Mr. Benning has an M.B.A. from the Harvard Graduate School of Business Administration,
and a B.A. in Public Policy Analysis from the University of Pennsylvania, where he was
Captain of the Heavyweight Crew. He is Series 24, 7, and 63 licensed with FINRA. Greg is
married with two children, a competitive masters-level rower and avid salt water fly fisherman.
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38. Team
Credentials
James Remington, Managing Director and Founder
Jay is a mergers and acquisitions specialist whose 14-year banking career includes
extensive middle market transaction experience with training in the Health Care, Retail,
and Technology industry groups at bulge-bracket firms. Mr. Remington has worked on
more than 30 successful advisory and capital markets transactions valued in aggregate at
more than $22 billion.
Prior to BA, Mr. Remington was a Principal at Wells Fargo Middle Market (formerly
Barrington Associates) in Boston, a Vice President in the Mergers and Acquisitions Group
of Houlihan Lokey, a middle market investment bank in Los Angeles, and an M&A
specialist at emerging growth investment bank Adams Harkness. Earlier in his career,
Jay worked in Merrill Lynch's Global Healthcare Group and Retail Group and in Lehman
Brothers’ Global Technology Group.
Mr. Remington earned an M.B.A. with a concentration in Finance from the Wharton
School of Business at the University of Pennsylvania, and a B.A. in Physics from Brown
University, where he was a four year member of the Varsity Wrestling Team. Mr.
Remington is a General Securities Registered Representative licensed with FINRA. He
serves on the Board of Visitors for the Fenn School in Concord, Mass., and formerly
chaired the Annual Fund for the Kent School in Kent, Conn. Mr. Remington lives with his
wife and sons near Boston.
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39. Team
Credentials
Peter Cahill, Managing Director
Pete has eleven years of investment banking client advisory and transactional
experience. He began his career at the emerging growth specialist Adams Harkness
where he helped launch and lead that firm's Resource Optimization Technologies Group
and San Francisco office. Most recently he led the Energy Technology Group at First
Albany Capital.
Throughout his career, Mr. Cahill has worked with middle market and emerging growth
companies to help define and execute their business development and corporate
financing strategies. He specializes in mergers, acquisitions and divestitures, public and
private financings, and has industry experience in business services and technology-
based product and manufacturing companies.
In addition to his investment banking career background, Mr. Cahill's experience also
includes start-up / entrepreneurial environments having worked as the CFO of a small
software development company as well as founding his own small business.
Mr. Cahill earned his MBA with a concentration in Finance from Boston University and a
BA in International Affairs from the University of Colorado.
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40. Team
Credentials
Robert Roose, Vice President
Robert Roose is a Vice President at Benning Associates, where he is responsible for transaction origination
and execution. Prior to joining BA, Robert worked in the Investment Banking Department of Cowen and
Company in New York, where he was responsible for the execution of private and public offerings as well as
M&A transactions in the health care industry. Prior to joining Cowen and Company, Robert held roles in the
Investment Banking Division of Canaccord Adams as well as the Economic Research Department of the
Federal Reserve Bank of Boston.
Robert graduated from Wesleyan University with Honors in Economics. He was also a 2X All-New England
wrestler at Wesleyan.
Miles Littlefield, Associate
Miles Littlefield is an Associate at Benning Associates, where he is responsible for transaction execution.
Prior to joining BA, Mr. Littlefield worked as a Senior Analyst with Barrington Associates, where he helped
launch the firm's northeast middle-market M&A practice. While at Barrington he worked on number of
transactions including mergers, acquisitions, divestitures, recapitalizations, and fairness opinions. Before
Barrington, he worked as an Analyst with Innovation Advisors, a middle market, technology focused
investment bank. As an analyst, Mr. Littlefield helped provide M&A advisory services to clients in the
Software and IT Services sectors.
Mr. Littlefield graduated from Johns Hopkins University with a B.A. degree in International Relations.
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41. Team
Credentials
Matthew Brochu, Associate
Matthew Brochu is an Associate at Benning Associates, where he is responsible for transaction execution.
Prior to joining BA, Matthew worked as an investment banking analyst for Covington Associates, where he
focused on numerous sell-side, buy-side, and capital raising transactions. Prior to joining Covington,
Matthew worked as an analyst in A.G. Edwards' Boston office supporting the M&A, Financial Institutions
and Real Estate, and Emerging Growth groups. In addition, Matthew worked as a summer research
associate for Fidelity Investments, conducting mutual fund research for Fidelity's Strategic Advisers Group.
Matthew graduated from Babson College with a B.S. in Finance. He also played Division III Varsity soccer
for Babson.
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