2012 M&A And Private Equity Update

2 0 1 2 M & A , P R I V A T E E Q U I T Y, A N D C A P I T A L M A R K E T S U P D A T E

2012 M&A, Private Equity,
and Capital Markets Update
May 2012
Jacksonville

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Martin G. Burkett, Shareholder
Co-Chair, Mergers & Acquisitions and Private Equity Practice
Akerman

Martin Burkett serves as Co-Chair of Akerman's Mergers & Acquisitions and Private Equity Practice. Martin
represents public and private companies and private equity funds in a variety of corporate transactions, with
a particular focus on mergers and acquisitions. Martin's practice also includes structuring and negotiating
complex business transactions, mergers and acquisitions, leveraged buyouts, recapitalizations, going private
transactions, venture and growth capital investments, debt and equity financings, and securities offerings.
He regularly represents portfolio companies of private equity clients and other companies with respect to all
of their corporate transactions, and effectively serves as their outside general counsel. Martin regularly
represents investors and companies in a broad variety of distressed corporate situations, including
distressed acquisitions.

Michael B. Hand, Managing Director
PNC RiverArch Capital

Michael is a co-founder and Managing Director of PNC Riverarch Capital, a middle-market private equity
group that invests in privately-held companies headquartered throughout North America. Prior to
establishing PNC Riverarch Capital, he worked at PNC Equity Partners. Previously, Michael was in the
Investment Banking group at Raymond James & Associates, where he focused on mergers and acquisitions
and private placements. While at business school, he worked at J.F. Lehman & Company. Michael received a
bachelor of arts with highest honors in Economics from the University of Florida, where he was ranked first in
his class. He received his M.B.A. from Columbia Business School, where he was the David Gill Memorial
Fellow and graduated with Beta Gamma Sigma honors. He is a director of APEX Analytix, Environmental
Express, and New Carbon and was previously a director of Oracle Elevator Company and Revolution.

2


Carl D. Roston, Shareholder
Co-Chair, Mergers & Acquisitions and Private Equity Practice
Akerman

Carl Roston represents private equity funds and public and private companies in a variety of domestic and
cross-border M&A, corporate, and securities transactions. He serves as co-chair of the Akerman M&A and
Private Equity Practice, co-leading the team that is recognized nationally by U.S. News - Best Lawyers for
its work in Private Equity Law and by Chambers USA as #1 for Corporate/M&A & Private Equity in Florida.
Carl concentrates his practice on structuring and negotiating complex business transactions, including
mergers and acquisitions, leveraged buyouts, recapitalizations, going private transactions, venture and
growth capital investments, debt and equity financings, and securities offerings. He regularly represents
portfolio companies of private equity clients and other companies with respect to all of their corporate
transactions, and effectively serves as their outside general counsel. Carl regularly represents investors and
companies in a broad variety of distressed corporate situations, including distressed acquisitions.

Larissa Rozycki, Associate
Harris Williams & Co.

Larissa Rozycki serves as an Associate in the Business Development Group for Harris Williams & Co. Prior to
joining Harris Williams & Co., Larissa served as an Investment Banking Associate with Dresner Partners as
well as an Investment Banking Analyst with KeyBanc Capital Markets, where she provided transaction
advisory and valuation services for both publicly traded and privately held middle market companies. In
addition, through her transaction experience, Larissa has advised on independent valuations, restructuring
assignments, and fairness opinions. Larissa’s transaction advisory experience covers a broad range of
industries including metals, building products, construction & engineering, infrastructure, healthcare, and
consumer products. Larissa holds a B.A. in economics from the University of Michigan.

3


Scott Stiegler, Senior Vice President of Corporate Finance
Fidelity National Information Services

Scott Stiegler is Senior Vice President of Corporate Finance for FIS. Scott has responsibility for all merger
and acquisition activities and strategic initiatives for FIS. He directs FIS' efforts to identify companies and
opportunities that can leverage the company's core expertise in various industries and that offer the
potential to maximize value for the shareholders of FIS and its operating subsidiaries.
Scott's responsibilities include evaluating, structuring and negotiating corporate acquisition transactions,
developing strategic partnerships and identifying investment opportunities for FIS and its operating
subsidiaries. Scott spends a considerable amount of time outside the U.S. working with other business
leaders who are looking to interact with FIS as a proven global provider of technology and services. Before
joining FIS, Scott was a Managing Director at the investment banking firm of Stephens Inc. Scott began his
career at Arthur Andersen in the audit division and is a CPA. Scott earned a bachelor's degree in business
administration from the University of Michigan and a master's degree in business administration from the
Darden School at the University of Virginia.

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I. Current Market Conditions
While the level of U.S. M&A activity has
decreased since the 2007 peak, overall the Announced M&A Middle Market Transaction Activity
number and value of U.S. M&A transactions
were at a post financial crisis high in 2011 $2,500 15,000
with transaction levels slightly higher than
2010. Key drivers of this year-over-year
12,500
increase included, among other things, $2,000
stabilized and continued (albeit tepid)

Number of Transactions
growth of the economy, improvement of the 10,000
equity markets, a rebound in leverage for $1,500

Deal Value
quality credits, improved valuations, the 7,500
pent-up supply of sellers, record cash on
the balance sheets of strategic buyers and $1,000
hundreds of billions of dollars of dry powder 5,000
raised by financial buyers which has not
been deployed. However, transaction $500
2,500
activity slowed markedly during the second
half of 2011.
$0 0

Deal Value Number of Transactions

5


Announced Quarterly M&A Middle Market Transaction Activity
The number and value of U.S. M&A For the Quarters Ended March 31, 2008 – 2012
4,000
transactions continually decreased
in the second half of 2011 and first 3,500

quarter of 2012 as compared to 3,000
early 2011. Macro uncertainties 2,500
(including the European debt crisis 2,000
and tax and policy uncertainties) 1,500
set the stage for this decline. 1,000
However, many market participants 500
expect deal activity to improve 0
throughout the remainder of 2012 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
due in large part to improving 2008 2008 2008 2008 2009 2009 2009 2009 2010 2010 2010 2010 2011 2011 2011 2011 2012
economic conditions, increasingly Undisclosed Under $100mm $100-$250mm $250-$500mm Above $500mm
accommodative credit markets and
the record amount of cash Announced Quarterly M&A Middle Market Transaction Volume
available to financial and strategic For the Quarters Ended March 31, 2008 – 2012
buyers to pursue acquisitions. $450
$400
$350
$300
$250
$200
$150
$100
$50
$0
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2008 2008 2008 2008 2009 2009 2009 2009 2010 2010 2010 2010 2011 2011 2011 2011 2012

Under $100mm $100-$250mm $250-$500mm Above $500mm
6


Aggregate 2011 Florida transaction Florida M&A Trends (Acquisition Targets Only)
volume and value followed the national
trend, with 2011 seeing marginally higher For the Quarters Ended March 31, 2005 – 2012
activity levels than 2010. Florida $28 300
transaction value and volume contracted
more sharply during the first quarter of $24 250

Deal Value ($ in billions)
2012 than was the case nationally.

Number of Transactions
$20
200
$16
150
$12
100
$8

$4 50

$0 0
Q1 2005 Q1 2006 Q1 2007 Q1 2008 Q1 2009 Q1 2010 Q1 2011 Q1 2012

Total Disclosed Deal Value # of Transactions
Source: Thomson SDC, CapitalIQ.

7


U.S. Private Equity Deal Flow by Year
U.S. private equity investment in 2011 For Years Ended December 31, 2001 – 2011
declined as the year progressed. $900 3,500
Private equity activity faced the same $800

Capital Invested ($ in billions)
3,000
headwinds during recent quarters as

Number of Deals Closed
$700
did the broader M&A market. First 2,500
$600
quarter 2012 private equity $500 2,000
investment activity contracted more $400 1,500
severely than did investment activity $300
1,000
by strategic buyers. Nonetheless, $200
many market participants expect a $100
500

rebound as 2012 continues. $0 0
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Total Capital Invested Deal Count

U.S. Private Equity Deal Flow by Quarter
For the Quarters Ended March 31, 2007 – 2012
$300 900
Capital Invested ($ in billions)

800

Number of Deals Closed
$250
700
$200 600
500
$150
400
$100 300
200
$50
100
$0 0

Total Capital Invested Deal Count
Source: Pitchbook. 8


Median EBITDA Multiples by Transaction Size
EBITDA multiples during the first quarter For Years Ended December 31, 2000 – 2011
of 2012 recovered and returned to pre- 12.0x
10.8x
financial crisis levels. As with 2011, the 10.2x 10.1x
9.8x
premium for larger and higher quality 10.0x 8.9x
9.7x
9.1x 9.1x 9.0x
8.8x 8.8x 8.7x 8.6x 8.8x
8.3x 8.4x 8.4x 8.4x 8.4x 8.5x 8.4x
companies continued. Private equity 8.0x 7.0x 7.3x
7.9x 7.8x
7.2x 7.3x 7.6x
8.0x
7.7x
8.0x
7.0x 7.0x 7.1x
7.1x 7.3x
7.1x 6.9x
buyout multiples increased in 2011 6.5x 6.7x
6.7x 6.6x
6.2x 6.1x
7.0x 6.8x
6.6x
6.9x
6.3x
6.0x
compared to 2010, which increase is 6.0x
partially attributable to the increase in
4.0x
the proportion of deals valued at over
$500 million. 2.0x
N/A
0.0x
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q112
<$250MM $250MM - $499MM >$500MM Total

Private Equity Buyout Purchase Price Multiples (EV / EBITDA)
For the Years Ended December 31, 2002 – 2011
10.0x 9.0 8.8 9.5 9.1
8.2
7.6 7.3
8.0x 6.9 1.2
3.1 6.5 2.8
5.9 5.0
2.3 3.2
6.0x 2.7
2.9
2.1 3.2
4.0x 7.6
5.9 6.2
5.3 5.0 4.4 4.6
2.0x 3.8 4.0 3.3
0.0x
2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Debt / EBITDA Equity / EBITDA Total Deal Size / EBITDA
Source: Standard & Poor’s. 9


Average Debt Multiples of Middle Market LBO Loans
For Years Ended December 31, 1997 – 2011 and 1Q 2012
Leverage levels for LBOs have
6.0x 5.6x
remained reasonably consistent
4.9x 4.7x
following the 2009 low. During the 5.0x 4.8x
4.1x 4.3x 4.7x 4.5x
4.2x 4.3x 4.1x
first quarter of 2012, a trend has 4.0x 3.8x 3.8x
emerged of senior lenders providing 4.0x 3.4x 3.3x
all of the financing in LBOs. 3.0x
Consistent with historical trends,
more leverage is available for larger 2.0x
transactions. 1.0x

0.0x
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q1
12
FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

Average Debt Multiples for Large Corporate LBO Loans
For Years Ended December 31, 1997 – 2011 and 1Q 2012
8.0x
6.2x
5.7x
6.0x 5.4x 5.3x 5.4x 5.2x
4.8x 4.9x 4.9x 4.7x
4.5x 4.5x
4.2x 4.1x 4.0x 4.0x
4.0x

2.0x

0.0x
1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q1
12
FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA 10


Equity Contribution
As debt markets have recovered, For Years Ended December 31, 2001 – 2011 and Q1 2012
the proportion of equity contributed 50%
to LBOs showed some signs of 45%
returning towards pre-recession
levels. 40%
35%
30%
25%
20%
15%
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q1 12
>$50MM EBITDA <$50MMEBITDA

Equity & Debt Contributions for Middle Market Transactions
For Years Ended December 31, 2001 – 2011
100%

33.4% 35.5%
80% 43.4% 47.9% 43.1% 40.4% 43.8%

60% 11.8% 7.9% 4.4%
10.7% 6.1% 5.6%
11.3%
40%
54.9% 56.5% 50.9% 55.2% 50.6%
20% 45.9% 40.8%

0%
2006 2007 2008 2009 2010 2011 1Q12
Senior Debt Sub Debt Equity
11


At the end of 2011, private equity Capital Overhang of U.S. PE Investors by Vintage Year 1
funds were sitting on $424 billion of
dry powder. As this capital must be
($ in billions)
deployed or not called, it will likely
drive LBO activity levels in upcoming $180 $424 Billion $700
years. in “Dry Powder”
$160
$600
$576 $560
$140 $530
$500

Cumulative Overhang
$120 $477
$436
Capital Raised
$424
$100 $400

$80 $300
$60
$200
$40
$100
$20

$0 $0
2006 2007 2008 2009 2010 2011

Cumulative Overhang Under $100M $100M - $250M
$250M - $500M $500M - $1B $1B - $5B

(1) Estimated buying power calculated as the cumulative overhang divided by the three-year average equity contribution to LBO
transactions.
Source: Pitchbook.

12


S&P 500 – Aggregate Corporate Cash Balances
Corporate cash reserves built up For Years Ended December 31, 2000 – 2010, and September 30, 2011
during and since the economic $1,800
downturn are driving increased $1,600
corporate appetite for M&A. U.S. $1,400
corporate cash balances as a $1,200
percentage of total enterprise $1,000
value remain near record levels $800
$600
and are driving interest in strategic
$400
M&A, especially for firms which $200
need to grow via acquisitions to $0
deliver above-market growth to 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 3Q
investors. 2011

S&P 500 – Debt and Earnings Levels
For Years Ended December 31, 2000 – 2010, and September 30, 2011
2.5x $6.00
$5.00
2.0x
$4.00
1.5x $3.00
1.0x $2.00
$1.00
0.5x
$0.00
0.0x ($1.00)
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 3Q
2011
Net Debt / EBITDA EPS

Source: CapitalIQ. 13


U.S. Private Equity Fundraising by Year
Private equity fundraising stabilized in

Capital Raised ($ in billions)
$350 350
2011 compared to 2010, albeit at a
fraction of 2007 levels. While the first $300 300
quarter of 2012 showed an increase in

Funds Closed
$250 250
capital raised, it was raised by a
$200 200
smaller number of funds. Fundraising
continues to take much longer. It is $150 150
increasingly difficult for private equity $100 100
firms to raise capital without a history $50 50
of superior returns to investors.
$0 0
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
Capital Raised Funds Closed

U.S. Private Equity Fundraising by Quarter
For the Quarters Ended March 31, 2008 – 2012
$120 140
Capital Raised ($ in billions)

$100 120

Funds Closed
100
$80
80
$60
60
$40
40
$20 20
$0 0

Capital Raised Funds Closed
Source: Pitchbook. 14


II. What’s Market in Legal Trends
A. Structure

In transactions involving private
targets, there is an increased use
of alternative financing structures,
including seller notes (in low-yield
environments, some sellers are
less averse to high-coupon
alternatives to mezzanine
financing), equity rollovers and
earnouts (tax and implied
covenants to maximize earnouts
are a focus).

15


B. Evolution of Conditions to Closing and
Remedies through M&A Boom, Crisis and Today
i. MAC Conditions

The extent to which a target’s
representations and warranties must be
accurate (e.g., in all respects, in all material
respects or to an MAE standard) continues
to be a focus of attention during
negotiations. MAE or materiality qualifiers
continue to be included in the vast majority
of acquisition agreements. Under Delaware
case law, MAE provisions have become
extremely difficult to enforce.

16


i. MAC Conditions

It is still common in private transactions for
the capitalization representation to be
carved out.

17


i. MAC Conditions
Less than 40% of private deals require or permit the target to update the disclosure
schedules and only 66% of agreements require a target to expressly notify a buyer of
a breach. There continues to be an emphasis on these provisions as they dictate the
allocation of risk between signing and closing.

18


ii. Seller Remedies
Target remedies for buyer breaches and the failure of the financing
condition generally evolved into five categories:
(i) “Specific performance” provides the target company with a
remedy to enforce all of buyer’s obligations under all circumstances;
(ii) A “pure option” reverse break-up fee (“RBF”) is payable by the
buyer as the exclusive remedy if the buyer’s breach (for any reason)
is the cause of the transaction not closing (with specific
performance not available as a remedy);
(iii) A “RBF for financing failure” serves as a cap on damages for
some or all breaches, yet (with few exceptions) the target retains
some form of specific performance remedy;
(iv) With a “two-tier RBF” the buyer pays a lower RBF for non willful
breaches or financing failure (or both) and a higher fee for willful
breaches or when financing is available;
(v) With “damages only” the buyer is not subject to specific
performance but does not pay a RBF; damages are uncapped.

19


ii. Seller Remedies

Targets are increasingly focused on certainty of closing and are less
willing to agree to financing conditions. Buyers remain reticent to agree
to specific performance as a remedy if unable to obtain financing or
unwilling/unable to close. RBFs bridge the gap by providing targets
meaningful remedies and buyers certainty of maximum exposure.
Specific performance continues to be the prevalent remedy across all
transactions. However, in debt-financed transactions, financial buyers
rarely agree to the specific performance remedy and are insistent on a
Pure Option RBF, a Financing Failure RBF or Two-tier RBF as the
exclusive remedy. While this data is in the context of public company
targets, the rationale is applicable for private company targets as well.
In transactions in which the buyer is a shell company owned by a
financial sponsor, guarantees or equity commitment letters from the
financial sponsor remain common.

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ii. Seller Remedies

During 2011, RBFs for public company targets were
in the range of 2% to 10% of enterprise value of the
target. Half of deals with absolute cap RBFs are 5%
or higher while 68% of deals with a cap for willful
breach have RBFs of 5% or higher. Only 24% of
deals with a cap for non-willful breach have RBFs of
5% or higher. These amounts are transaction
specific and tend to be in greater ranges than
traditional break-up fees.

21


C. Post-Closing Purchase Price Adjustments
The prevalence of post-closing purchase price
adjustments continues to grow, especially in the
context of private company acquisitions. These
adjustments are used to make certain that the
target is delivered to the buyer with a
predetermined financial condition to avoid having
the effective purchase price vary from the one
that is negotiated. As such, these provisions are
heavily negotiated and are ripe for post-closing
disputes and litigation. Precise language in these
provisions, particularly with respect to the
measurement of balance sheet items, is required.

22


D. Key Indemnity Terms
i. Generally
Indemnification terms continue to be the focus of a substantial amount of time and energy
in negotiations. Not surprisingly, indemnification terms became generally more target
friendly during the M&A boom and during the crisis leverage shifted somewhat to buyers.
As markets have normalized, the newly-gained leverage of buyers has dissipated
somewhat. The following is a summary of some of the more important indemnity features.

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ii. Survival Period

In 2011, survival periods for private
company targets continued to be generally
in the 12 to 18 month range. The most
frequent carve-outs continue to be for taxes,
ownership of shares and assets,
capitalization, due organization and
authority, broker’s fees, no conflicts,
covenants and fraud. It is also not
uncommon for representations regarding
ERISA and environmental matters to be
carved-out of the survival period or
subjected to a longer survival period.

24


iii. Baskets
Baskets for breaches by private company
targets are most commonly under one
percent of transaction value. Deductible
baskets continue to be marginally more
common than first dollar baskets. The most
frequent carve-outs continue to be for
representations regarding taxes, ownership
of shares and assets, capitalization, due
organization and authority, ERISA,
environmental, broker’s fees, and for fraud.
Surprisingly, breaches of covenants are
subject to baskets in a significant minority of
transactions. Eligible claim thresholds (i.e.,
“mini-baskets”) are also appearing in a
significant minority of transactions.

25


iv. Caps
Indemnity caps for breaches continue to be
found in the vast majority of transactions
involving private company targets. Most
frequently, caps are less than 10% of
enterprise value, although higher caps are not
uncommon. Carve outs for caps continue to
be the topic of extensive negotiations, with the
most frequent carve-outs being for
representations regarding taxes, ownership of
shares and assets, capitalization, due
organization and authority, ERISA,
environmental and broker's fees.

26


v. Exclusive Remedy
In the vast majority of transactions involving
private company targets, indemnification
continues to be the exclusive remedy for
breaches. The most common carve-outs are
for fraud and intentional misrepresentations.
Surprisingly, carve-outs for equitable
remedies and breaches of covenants only
appear in a minority of transactions.

27


vi. Escrows and Holdbacks
Mean and median escrows and holdbacks in transactions involving private company targets continue to
average approximately 10% of enterprise value, with the vast majority falling in the 5% to 15% range. Not
surprisingly, smaller transactions generally have a larger percentage of consideration placed in escrow.

28


vii. Sandbagging

Anti-sandbagging provisions for the benefit
of private company targets remain the
exception rather than the norm. Pro-
sandbagging provisions are included in a • Slide 76
substantial minority of transactions, while
more than half of transactions are silent on
this point. There is conflicting case law
among the states where the operative
documents are silent with respect to
sandbagging.

29


viii. Types of Damages
Of the transactions surveyed, none of the
private targets were successful in limiting
indemnification solely to out of pocket
damages. While a majority of transactions
are silent as to whether damages may
include a diminution of value, in 13% of
transactions diminution in value is expressly
included as a permitted type of damages,
while in 17% of transactions it is expressly
excluded. In a substantial minority of
transactions other types of damages are
expressly included (e.g., consequential and
incidental).

30


E. Key Escrow Terms

The percentage of purchase price
placed in escrow averages
approximately 9%, with
approximately 60% of escrow
amounts falling in the range of 5%
to 15% of the purchase price.

31


E. Key Escrow Terms
Escrow agreements provide that escrowed
funds are scheduled to stay in escrow
pending final disbursement to the seller for
an average of 19 months. The shortest
escrow duration identified was 3 months
while the longest was 84 months.
According to J.P. Morgan, 86% of escrow
agreements specify a termination date (the
most prevalent being 18 months) and 28%
provide for at least one scheduled
disbursement to the seller prior to the final
disbursement. In deals with scheduled
disbursements, the average expected
duration of escrow jumps from 19 months
to 25 months.

32


E. Key Escrow Terms
Purchase price, working capital
adjustments, taxes and financial
statements continue to account for the
majority of all claims.

33


About Akerman
Akerman is ranked among the top 100 law firms in the United States by The National Law
Journal NLJ 250 (2012) in number of lawyers and is the leading Florida firm. With 500 lawyers
and government affairs professionals, Akerman serves clients throughout the United States and
overseas from Florida, New York, Washington, D.C., California, Virginia, Colorado, Nevada,
Utah and Texas. We have been recognized by U.S. News - Best Lawyers, Corporate Counsel
magazine, PLC Which Lawyer?, The Legal 500, Chambers USA, and other industry publications
for numerous practice areas.

About PNC
PNC is recognized as one of the country’s best-performing financial institutions. We are
distinguished by our proven business model and a culture built on bringing value to customers
through relationship banking and innovative products and solutions that help them achieve their
goals. Our franchise continues to grow, with a banking footprint that will soon cover nearly half
of the U.S. population. The PNC Financial Services Group, Inc. (www.pnc.com) is one of the
nation's largest diversified financial services organizations providing retail and business
banking; residential mortgage banking; specialized services for corporations and government
entities, including corporate banking, real estate finance and asset-based lending; wealth
management and asset management.

34


About Akerman’s M&A and Private
Equity Practice
• U.S. News - Best Lawyers: Recognized in the National Corporate, Mergers &
Acquisitions and Securities/Capital Markets Law categories in the U.S.

• Chambers USA: #1 Corporate practice in Florida; recognized as market leader since
2003 for Mergers & Acquisitions and Private Equity in Florida

• The Legal 500: Ranked as one of the leading Mergers, Acquisitions and Buyouts law
firms for Middle-Market in the U.S.

• Corporate Counsel magazine: “Go To” law firm for corporate transactions/M&A

• Core group comprised of corporate, securities, tax, finance, benefits, creditors’ rights,
intellectual property, information technology, real estate, litigation and regulatory lawyers

• Focus on middle-market transactions, including LBOs, take private transactions, growth
equity investments, recapitalizations, distressed debt and other distressed investments,
and exits through private sales, SPACs, and IPOs

35


Why PNC for Corporate Banking?
• Proven success with more than 36,000 corporate and institutional clients

• #1 in Overall Customer Satisfaction (Greenwich Associates' Large Corporate Treasury
Management Study 2009-2011)

• 2011 Greenwich Award Winner in Financial Stability, Investment Banking, International
Services, Accuracy of Operations(TM) and Overall Satisfaction (including TM) in the Northeast.
(2011 Greenwich Excellence Awards for Middle Market Banking)

• The #2 lead arranger of middle market syndication transactions in U.S and #1 in the Northeast
based on number of deals (2011 Loan Pricing Corporation)

• PNC Business Credit is a top 5 bank-owned senior secured lender

• PNC Equipment Finance is one of the nation’s leading bank-owned equipment finance
companies with $8B in original equipment costs under management

• PNC Aviation Finance is a premier senior secured corporate aircraft finance provider
across the country

• PNC Real Estate is a top-tier capital provider to the real estate industry that has more than $29
billion of outstanding loans (2010)

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Harris Williams & Co. Overview
• Advisor on over 550 closed middle market M&A transactions

• Best-in-class execution for middle market M&A

• Over 10,000 conversations with buyers and lenders each year

• Unparalleled retention of senior professionals

• Proven global execution capabilities

• Closed more than 90 transactions in the last 18 months

• Harris Williams & Co. continues to be the most active middle market advisor

• Our middle market M&A focus, combined with our process and execution expertise,
consistently generates superior outcomes for our clients

• Unparalleled closed transaction experience of ~90%

37


Disclaimer
In preparing this presentation, Akerman Senterfitt has relied upon and assumed, without independent verification, the accuracy and
completeness of all information available from public sources or which was provided to Akerman Senterfitt. This presentation is for discussion
purposes only and is incomplete without reference to, and should be viewed solely in conjunction with advice of Akerman Senterfitt with respect
to the particular facts and circumstances of a particular transaction. The information in this presentation should be used as a baseline for
discussion in the proper context, and may not be used in the context of any transaction in which Akerman Senterfitt has been engaged as
counsel. This presentation and the views expressed herein may not be used without the prior written consent of Akerman Senterfitt. Akerman
Senterfitt makes no representations as to the legal, regulatory, tax or other implications of the matters referred to in this presentation.
Notwithstanding anything in this presentation to the contrary, the statements in this presentation are not intended to be legally binding. Neither
Akerman Senterfitt nor any of its directors, officers, employees or agents shall incur any responsibility or liability whatsoever in respect of the
contents of this presentation or any matters referred to herein. Due to space constraints the views expressed herein and contents hereof are by
necessity incomplete.

38

2012 M&A And Private Equity Update

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