MAJOR TOPICS: Overview of the private equity markets Market and transactional trends in the US and Canadian private equity Deal dynamics – structures, speed, execution Resurgence in the IPO markets Role of alternative capital pools in the deal economy Industries and geographies China cross-border investing CFIUS process PE to PE transactional trend Increasing use of representations & warranties insurance Value of advisors Outlook for the future

1. Moderator: Alexander B. Kasdan, Senior Managing Director, DelMorgan & Co.
Panel:
• Emmanuel Pressman, Partner, Osler, Hoskin & Harcourt LLP
• Patrick J. Naughton, Partner, Simpson Thacher & Bartlett LLP
• Jason R. Galbraith, Director & Legal Counsel, Investments, Ontario Teachers’ Pension Fund
• Neil Morganbesser, President & CEO, DelMorgan & Co.
© Copyright 2017 Expert Webcast – All Rights Reserved
THE STATE OF CROSS-BORDER PRIVATE EQUITY AND
THE ROLE OF ALTERNATIVE CAPITAL POOLS
October 19, 2017

2. 1
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3. 2
MODERATOR: Alexander B. Kasdan, Senior Managing Director,
DelMorgan & Co., brings more than twenty years of senior-level Wall Street
advice to middle market companies, entrepreneurs and institutional investors.
He has extensive experience in investment banking, corporate law and
restructuring at world’s leading firms, including Credit Suisse First Boston,
O’Sullivan Graev & Karabell LLP (now O'Melveny & Myers LLP), Battle
Fowler LLP (now Paul Hastings LLP) and Schlumberger Ltd., and as a
founding partner of Convergence Capital Partners. Alex has worked on more
than 100 domestic and cross-border transactions in North America, Europe and
Africa.
Alex is a Senior Advisor to Governance and Transactions LLC, an advisory firm
established in 2003 by Mr. James L. Gunderson, former Secretary and General
Counsel of Schlumberger Limited, to assist boards, management and owners
with corporate governance, compliance, structuring and strategic transactions.
Alex is a frequent moderator and an interviewer at Expert Webcast roundtable
discussions attracting business leaders and leading professionals from around
the world.
Alex graduated magna cum laude from Middlebury College with a B.A. degree
in Economics and Italian and was elected to Phi Beta Kappa during his junior
year. In addition, he holds a J.D. degree from Columbia University Law School
and has studied at the University of Florence in Italy.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
+1 310 980 1718 mobile
+1 310 935 3826 office
ak@delmorganco.com
www.delmorganco.com

4. 3
Panelist: Manny Pressman is Chair of the Corporate Department and former
Head of the Mergers and Acquisitions Group at Osler, Hoskin & Harcourt LLP.
He represents public and private companies, private equity sponsors, special
committees, boards, and financial advisers involved in take-over bids, proxy contests,
joint ventures, negotiated and contested mergers and acquisitions, and a range of
corporate transactions and restructurings. His clients have included Magna
International, Fairfax Financial, KingSett Capital, Walter Energy, The ADT
Corporation, Shoppers Drug Mart, Blackstone and Vector Capital.
Manny is repeatedly recognized as a leading M&A practitioner including by Who’s
Who Legal (M&A, Corporate Governance); Chambers Global: The World’s Leading
Lawyers for Business(Corporate/M&A); The Lexpert/AmLaw Guide to the Leading
500 Lawyers in Canada (Corporate/M&A); The Legal 500 (Corporate/M&A); The
Best Lawyers in Canada (M&A); and The Canadian Legal Lexpert Directory (M&A,
Corporate Finance, Corporate Mid-Market).
He is a frequent speaker at conferences relating to mergers and acquisitions, and has
guest lectured at the McGill University Faculty of Law, the University of Toronto
Faculty of Law, and the IBA Mergers & Acquisitions Conference in New York; and is
the co-author of the Canada chapter of the International Mergers & Acquisitions
Review for the past nine years. Among his community involvement, Manny currently
serves on the Board of Directors of the Holland Bloorview Kids Rehabilitation
Hospital Foundation.
Many holds a J.D. from Western University and a B.E.S. from University of Waterloo.
100 King Street West
1 First Canadian Place
Suite 6200, P.O. Box 50
Toronto ON M5X 1B8
416.862.4903
epressman@osler.com

5. 4
Panelist: Patrick Naughton is a Partner in the Corporate
Department of Simpson Thacher & Bartlett LLP. He advises clients
on mergers and acquisitions transactions, including leveraged buyouts
and private equity investments, and on corporate and securities law
matters. Patrick was resident in the Firm’s Hong Kong office from
2006 to 2010.
Patrick has represented a wide mix of clients, including KKR,
Blackstone, EQT, Hellman & Friedman, First Reserve, Axis Capital,
AIG, Barclays, Genesee & Wyoming, Smithfield Foods, Sealed Air and
the special committees and independent directors of several public
company boards. Patrick is commended as a leading lawyer
by Chambers USA and Chambers Global, which cites his “solid work
[and] commercial and reasonable approach" and describes him as a
“go-to adviser on cross-border transactions involving China and Hong
Kong.” He has also been recognized by The American Lawyer as a
“Dealmaker of the Week” for his lead role in Sealed Air’s acquisition
of Diversey.
Patrick received a J.D. in 1995 from Harvard Law School and a
B.A., magna cum laude, in 1992 from Williams College, where he was
elected to Phi Beta Kappa.
425 Lexington Avenue
New York, NY 10017
+1-212-455-7135
pnaughton@stblaw.com
www.stblaw.com

6. 5
Panelist: Jason R. Galbraith is Director & Legal Counsel,
Investments, at Ontario Teachers’ Pension Fund, Canada's
largest single-profession pension plan with $175.6 billion in
net assets.
Jason advises on direct private equity (Teachers’ Private
Capital) and other complex Canadian and international
investment transactions, as well as general corporate,
securities and regulatory matters. Prior to joining Ontario
Teachers’ Pension Fund, Jason was a partner at Davies Ward
Phillips & Vineberg in Toronto and a a corporate associate at
Latham & Watkins in New York, focusing on private equity
and mergers and acquisitions in the United States and
Canada.
Jason holds an M.B.A. from the University of Toronto
(Rotman School of Management), a J.D. from the University
of Toronto, and a B.A. (summa cum laude) from York
University.
5650 Yonge Street
Toronto, Ontario M2M 4H5
Direct: 416.228.3080
Mobile: 647.519.6597
Jason_Galbraith@otpp.com
www.otpp.com

7. 6
Panelist: Neil Morganbesser is co-Founder and President & CEO of DelMorgan & Co.
where he provides senior leadership within the firm and helps oversee all client engagements. Mr.
Morganbesser is also CEO of Globalist Capital LLC, DelMorgan’s broker-dealer affiliate. Mr.
Morganbesser has over 25 years of experience providing financial and strategic advice to a full
range of clients, including entrepreneurs, large corporations, governments, family businesses,
private equity funds, and special committees of public companies.
Mr. Morganbesser has been affiliated with some of the leading institutions in the world, and his
experience ranges from representing the offshore owners in the sale of a small, private U.S.
company for $10 million to representing the special committee of a large, public company in a $9
billion negotiated management buyout with a highly complex financial structure.
Mr. Morganbesser has truly global experience with the most sophisticated transactions, across a
broad range of industries and in a large number of jurisdictions, as the lead banker on a wide
variety of transactional and other advisory assignments, including domestic and cross-border
mergers, acquisitions, joint ventures, sales and divestitures, restructurings, special committee
assignments, unsolicited acquisitions and hostile defense. With transactional experience in over
30 countries, Mr. Morganbesser has successfully advised on over 100 transactions.
Until May 2008, Mr. Morganbesser was the head of West Coast and Asia Mergers & Acquisitions
at Bear Stearns & Co., as a Senior Managing Director based in Los Angeles. Prior to joining
Bear Stearns in May 2001, Mr. Morganbesser was an investment banker in the Mergers,
Acquisitions and Restructuring Department at Morgan Stanley (in New York and Los
Angeles). From 1990-1993, Mr. Morganbesser was a corporate and M&A attorney at Wachtell,
Lipton, Rosen & Katz.
Mr. Morganbesser graduated with an A.B. magna cum laude in Applied Mathematics /
Economics from Harvard University (Phi Beta Kappa) in 1986 and received his J.D. and M.B.A.
degrees (Order of the Coif, with honors) from Stanford University in 1990.
100 Wilshire Blvd.
Suite 750
Santa Monica, CA 90401
(310) 319-2000
nm@delmorganco.com
www.delmorganco.com

8. 7
MAJOR TOPICS:
• Overview of the private equity markets
• Market and transactional trends in the US and
Canadian private equity
• Deal dynamics – structures, speed, execution
• Resurgence in the IPO markets
• Role of alternative capital pools in the deal economy
• Industries and geographies
• China cross-border investing
• CFIUS process
• PE to PE transactional trend
• Increasing use of representations & warranties
insurance
• Value of advisors
• Outlook for the future

9. 8
PRIVATE CAPITAL
PARTNERS IN
OPPORTUNITY

10. 9
©Ontario Teachers’ Pension Plan
ABOUT ONTARIO TEACHERS’
2
$175.6 billion in net assets
10.1% returns since inception
80%+ of assets managed in-house
Toronto, London and Hong Kong offices
We invest to provide retirement security for
318,000 active and retired school teachers
in a fully funded defined benefit plan.
All figures as at December 31, 2016, in Canadian dollars unless otherwise stated
Canada’s largest
single-profession
pension plan

11. 10
©Ontario Teachers’ Pension Plan 3
CAPITAL MARKETS
INFRASTRUCTURE &
NATURAL RESOURCES
PRIVATE CAPITAL PUBLIC EQUITIES
REAL ESTATE
(CADILLAC FAIRVIEW)
• Centralized treasury
and execution
• Fixed income, currency
and commodities
• Alternative investments
and global tactical asset
allocation
• Insurance linked securities,
equity and credit products
Direct investments in:
• Regulated and
monopolistic
infrastructure assets
• Natural resources
• Control buyouts
• Minority capital
• Long-term equities
• External private equity funds
• Relationship Investing
• Internal and external
actively managed equities
• External managers
• Wholly owned subsidiary
investing in retail and
office space
•
$69.6 billion $28.3 billion $26.6 billion $23.5 billion $26.5 billion
NET INVESTMENTS (December 31, 2016)
DIVERSIFIED ASSETS, UNIFIED APPROACH
TREASURY EXECUTION
COMMODITIESCURRENCY
EQUITIESFIXED INCOME
SELECT GLOBAL HOLDINGS

12. 11
©Ontario Teachers’ Pension Plan 4
Over 26 years, we have created a world-class
private equity portfolio valued at $26.6 billion.
Global footprint with investments in North America,
Europe, Asia-Pacific, Africa and Latin America
Lead, co-lead or minority direct or fund
investments
71 experienced investment professionals with
extensive networks
Track record of top-quartile returns
One of the largest and
most sophisticated
pools of private equity
capital in the world
ABOUT PRIVATE CAPITAL
19.6% (net)
Core IRR since
inception

13. 12
©Ontario Teachers’ Pension Plan 5
DIVERSIFIED PRIVATE EQUITY PORTFOLIO
As at December 31, 2016 – C$ billions
$26.6 billion
global private
equity portfolio
North America, 72%
Europe, 15%
Asia / RoW, 13%
Consumer & Retail,
28%
Industrials, 17%
Telecom, Media &
Technology, 21%
Healthcare, 13%
Financial Services,
16%
Energy & Power, 5%
Direct & Co-
Investments, 70%
Funds, 30%
0%
25%
50%
75%
100%
By Geography By Sector By Type
Percent(%)

14. 13
©Ontario Teachers’ Pension Plan 6
Long history as a control
and minority co-investor Flexible in capital
structure
STRUCTURE
Long-term
investment horizon
FLEXIBILITY
DIFFERENTIATED PORTFOLIO
Well-positioned to compete globally for
private equity investment opportunities
OWNERSHIP HORIZON
Top-quartile performance attracts:
• Great partners
• Strong management teams
• Attractive investment opportunities

15. 14
©Ontario Teachers’ Pension Plan 7
• Industry specialization
• Deep networks of
companies, management
teams, former operators
and senior advisors
DIRECTS
2
PRIVATE CAPITAL STRATEGY
• Top-tier funds
• Global footprint
• Access to direct deal flow
• Differentiate with speed
and agility
• Lower risk/return, stable
cash flow generating
assets
• Longer investment horizon
FUNDS LONG‐TERM EQUITIES
PORTFOLIO MANAGEMENT TEAM
Collaborate with deal teams and management:
• Strategic planning
• VCP execution and acceleration
• Talent and governance
• Network of proven resources
1 3
$8.0 billion $12.9 billion $5.7 billion

16. 15
©Ontario Teachers’ Pension Plan 8
Target high-quality companies and strong management, with attractive growth and
capital preservation characteristics, around the world
Broad investment mandate allows us to invest in common or structured
equity
• Control buyouts
• Minority capital
• Long-term equity
Investments that require between $75 million and $500 million of equity
Collaborative approach with management
Active investors at board level; management owns day-to-day
DEAL TYPES
PARTNERSHIP
STRATEGY
VALUE ADDED
INVESTMENT
TIME HORIZON
Strategic approach to fund partnership
Like-minded GPs in targeted geographies or sectors
Large, flexible
pool of capital
6 sector groups
3 global offices
14 deal teams
Quick, creative
decision making
Our long-term liabilities enable us to hold assets longer than typical private
equity funds
No need to sell to show returns or raise next fund
DIRECT INVESTMENT STRATEGY

17. 16
©Ontario Teachers’ Pension Plan
TMT
(TECH, MEDIA & TELECOM)
ENERGY & POWER
CONSUMER
& RETAIL
INDUSTRIALS HEALTHCARE FINANCIAL SERVICES
• Enterprise Software
• Metro Fiber
• Data Centres
• Technology-Enabled
Services
• Exploration & Production
(E&P)
• Midstream
• Oilfield Services
• Renewable Power
• Food & Beverage
• Durables
• Personal Care
• Apparel & Footwear
• Restaurant & Leisure
• Specialty Retail
• Packaging
• Specialty Chemicals
• Capital Goods
• Building Products
• Outsourced Pharma
Services
• Outsourced Hospital
Services
• Specialty Clinics
• Specialty Diagnostics
• Cost Containment
• Insurance
• Specialty Finance
• Asset & Wealth
Management
• Payments
9
DIRECT INVESTMENT SECTOR FOCUS
FOCUSEDSECTORS
Industry specialization results in sector expertise, access to deal flow, quick response to new
opportunities, thorough diligence and robust value creation
We use disciplined strategies and employ a thematic approach to identifying targets that
meet our investment criteria
Canada

18. 17
©Ontario Teachers’ Pension Plan 13
VALUE ADD PROVIDED TO TARGET COMPANIES BY OTPP
We bring more than just our capital as we work directly with companies to create value through several
levers, for example:
• Provide support to management teams by helping to identify acquisition opportunities,
divest non-core assets, financing and structuring
M&A
TALENT
MANAGEMENT
VALUE LEVER
ACCELERATION
RESOURCING
VALUE
CREATION
PLANNING &
SUPPORT
• Work with management teams to agree on the overall strategic direction for the business
and focus on specific initiatives that drive value during our ownership, develop KPIs and
milestones to track against it, and ensure we have the right resourcing in place
• Help management teams identify and accelerate value levers including procurement savings
through our cross portfolio programs, pricing, and sales force effectiveness
• Assist companies in assessing teams, organizational design to complement the Value
Creation Plan, and ensuring the right people are in the big roles that create the most value
• Provide access to OTPP network of individuals and search consultants and support
interviewing and selecting C-suite and independent board members
• Provide access to proven external network of individuals and service providers for specific
initiative support (ie. search, operational improvements, merger integration, etc.)