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March 2020
Financial Restructuring
Qualifications & Experience
Page | 2 Confidential
I. Restructuring Expertise and Capabilities Overview & Case Studies
II. Introduction & Overview of DNA/MPA
III. Appendix (Other Selected Transaction Experience by Sector)
SECTION
Page | 3 Confidential
What You Don’t Know About DNA/MPA
Financial Restructuring – What You Don’t Know About Us
DNA and MPA have created an independent national advisory firm with more than 20 financial
professionals in Montreal and Toronto
Beyond banks and government programs, there are private sources of funding (family offices,
private investors, specialized funds in Canada and in the USA) which can be solicited as a
complement to support a restructuring plan
DNA and MPA understand that this is a financially critical time for your business; we work with
your financial position in mind
Businesses should take significant measures to de-risk, beyond the government sponsored
programs, in order to survive and position themselves for the future
In the current economic environment, business owners need experienced and creative
financial advice more than ever. Survival of their business is at stake.
Our depth and breadth of
knowledge is unprecedented
We know and work with a vast
network of private sources of
funds
We have the necessary firepower
needed in the field of
financial restructuring
We are flexible and creative in the
way we are compensated, offering
a tailored approach per case
We work quickly and diligently to
get you two steps ahead of the
competition
1
3
2
4
5
Page | 4 Confidential
▪ Seasoned bankers with vast experience in assisting companies addressing financial challenges
o Good companies with weak balance sheets and /or addressing unforeseen event-driven and/or market evolution challenges
▪ DNA / MPA staff includes a number of senior members having lived through financial challenges as business owners and CFOs and have
executed restructurings and refinancings as principals, CFO’s and advisors;
Financial Restructuring in the New World
Our National Team of Experienced Advisors are Available to Help You
During Such Time of Crisis
How We Can Help: DNA Capital / Morrison Park Advisors (MPA) Restructuring Capabilities
Experience
Creativity
Access to Capital
Complementary Collaborators
▪ Focus on pragmatic and proactive solutions to ensure continuity; creative solutions absent knee-jerk reaction to seek creditor protection
(often the case for many accounting firm advisors)
▪ Active coverage of, relationships with, and access to, numerous non-bank lenders (Ontario, Quebec and US); intimate knowledge of specific
lenders’ approach and priorities
▪ Access to private equity and Family Office equity capital to shore up balance sheets and marry entrepreneurial capital with entrepreneurial
companies
▪ DNA/MPA is complemented by relationships with third-party restructuring experts who can assume various roles depending on the
circumstances and specific needs
o Advisors / Consultants
o Part-time or Full-time CROs
Page | 5 Confidential
Actionable solutions require knowledge of,
and access to, private/non-bank institutions and
funds as well as government funds
and special programs
Restructuring Advisory Offering
Current Environment
▪ In addition to the obvious interruption of business
activities (and the resulting operational and financial
stress), there are a number of factors impacting the
nature and timing of solutions
o Timeliness is critical – many options require
access to working capital
o Court systems are limiting activity to time
sensitive, high impact situations
o Banks and institutions are swamped with
deferral requests, covenant breaches (actual or
expected)
o Recovery through an auction of assets
requires time and resources, often being
the last resort
o Actionable solutions offered to the bank
may aid in a path to resolution
o Being proactive is the key: prudent
management of issues and solutions
The Current Environment is Highly Dynamic and in a Constant State of Change
Navigation of the available alternatives for financial relief is therefore complex and requires expertise in
evaluating and executing the available options
Restructuring Advice & Services Offered
▪ Full and detailed assessment of the situation (nature, depth and breadth)
▪ Preparation of decision-making tools
o Weekly cash flow analysis for the short and medium-term outlook (3-6
months)
o Identifying the CF deficit (financial needs and timing thereof)
▪ Preparation of a financial plan supported by a detailed financial model
o Identify and model proactive corrective measures (eg. Cost reduction plan)
o Identify optimal available external sources of capital (equity, debt, hybrid
securities, etc.)
o Develop a revised CF plan based on the above measures
o Prepare scenario and sensitivity analyses (stress-test the impact and
needs)
▪ Assist in assessing and accessing the various governmental aid programs
(Federal, Provincial, and others)
▪ Create, compile and organize the required information to execute the plan with
3rd-party capital providers
▪ Negotiate with capital suppliers and creditors (if/as needed) to secure capital at
optimal terms
▪ Coordinate the involvement of other advisors within a multi-party process
▪ Issue Fairness Opinions, if/as required
o Fairness of a refinancing from the issuer’s perspective
o Fairness of the allocation of recovery from each asset class’ perspective
o Liquidity opinion
Page | 6 Confidential
Main Canadian Institutions
Current Support Initiatives
Short-term Support from Government-related Institutions for Canadian Businesses
Why it’s Not Enough – Long-term Outlook
Despite the increase in support from institutions such as BDC (see below), businesses need to consider that economic recovery could be significantly
delayed. The bulk of Government assistance from Federal and Provincial authorities will be in the form of short-term “shock absorbers”, much like the one
described below.
Although these programs are incredibly helpful in fulfilling short-term liabilities, business should also be positioning themselves for a healthy long-term
capital structure that will de-risk their growth plans. This can be achieved in many ways, including and not limited to:
1. Refinance long-term debt
2. Raise equity
3. Sell non-core assets
BUSINESS CREDIT AVAILABILITY PROGRAM (BCAP) – BDC AND EDC
Under the federal government’s new BCAP, the Business Development Bank of Canada (BDC) and Export
Development Canada (EDC) have been allocated more that $10 billion of additional financing to support Canadian
businesses facing economic challenges caused by COVID-19.
The BCAP mandate is to offer financial support to companies in crisis. Qualified borrowers will have sustainable
underlying businesses with strong potential to stay or return to viability. Revenue may be zero, however borrowers
will be required to demonstrate a plan for survival and path to recovery.
Currently available financing options:
(1) $100K loan – Available through online application and intended to be relatively quick and simple
(2) Four-year loan up to $2M (evaluated on a case-by-case basis) under the following conditions:
▪ First year interest only
▪ 40% Principal paid back over 3 years with 60% bullet
▪ Funds not to be used to pay down existing loans – Existing lenders must be flexible and working
constructively with the borrower
▪ Will sit behind other lenders
Page | 7 Confidential
DNA/MPA’s Selected Case Studies - Restructuring
Case Study #1: Concordia
Case Study #1
Special Committee on
recapitalization
transaction
USD $2,400,000,000
Advisor to
Case Study #2
Exclusive Financial Advisor to
Restructuring and
Acquisition by its Major
Shareholders
Provided Fairness Opinion
Case Study #3
Debt Restructuring and
Plan of Arrangement
USD $210,000,000
Advisor to
Case Study #5
RestructuringMandate
Co-Advisor to
Currently Live
A North American
Mining and Metals
Company
DNA Capital
Case Study #6
Advisor to
A Major North
American Real Estate
Development Company
RestructuringMandate
Currently Live
Concordia (“CXR”), a global specialty-generic pharmaceutical company
faced competitive and regulatory headwinds putting pressure on its
future outlook and near-term debt servicing abilities.
Deal complexity included cross-ownership and differential participation
opportunities within and between different stakeholder groups.
Recapitalization transaction was effected under a CBCA plan of
arrangement.
MPA provided fairness opinions to Concordia’s Board of Directors in
respect of its $2.4 billion Recapitalization Transaction.
CONCLUSION
Through the Recapitalization Transaction, CXR obtained new equity in
the amount of US$586 million while reducing its total debt load and
annual interest payments by approximately US$2.4 billion and US$170
million, respectively. Summary of terms include:
▪ $565 million of new money investment from certain secured /
unsecured holders via a Private Placement – proceeds used for partial
repayment of secured debt
▪ Equitization of all unsecured debt
Case Study #4
Proposed Sale Transaction
to Telus
Provided Fairness Opinions
Advisor to
Case Study #2: The Canadian Press
Canadian Press was a cooperative with subscribing newspaper
members located across Canada whereby members would pay annual
dues to obtain access to news content. Given the membership
structure, CP did not have balance sheet strength and, like many
companies at that time, developed a large pension plan deficit (defined
benefit plan) which threatened the company’s financial viability.
MPA has retained as lead advisor to assess the situation and potential
transaction structure as well as issue a fairness opinion to the Board of
Directors that the transaction was fair to the exiting members.
CONCLUSION
A group of three large newspapers (Torstar, Globe & Mail and La
Presse) acquired CP in exchange for supporting the CP business and
pension plan obligations of the exiting members. Summary of terms
include:
▪ Federal Government approved relief package extending out the
annual deficit true-up contributions
▪ Exiting members entered commercial agreement for continued
access to content
Page | 8 Confidential
DNA/MPA’s Selected Case Studies - Restructuring
Case Study #3: Miller Western Case Study #4: Mobilicity
Case Study #1
Special Committee on
recapitalization
transaction
USD $2,400,000,000
Advisor to
Case Study #2
Exclusive Financial Advisor to
Restructuring and
Acquisition by its Major
Shareholders
Provided Fairness Opinion
Case Study #3
Debt Restructuring and
Plan of Arrangement
USD $210,000,000
Advisor to
Millar Western, a private Canadian forest products company looked to
restructure their debt obligations – US$210 million of 8.5% senior
unsecured notes (“Existing Notes”)
MPA provided fairness opinions to Millar Western’s Board of Directors
in respect of its $210 million Note Exchange Transaction
▪ Company realized its ability to services the notes were
compromised; no access to capital markets; not able to wait for
Countervail and Anti-Dumping Recovery
▪ Changes in the foreign exchange currency environment and the
lumber pricing environment caused concern that the company would
ultimately not be able to refinance its notes
▪ Reduction of Millar Western’s indebtedness by approximately US$97
million and annual cash interest expense by more than US$7 million
and provided an extended maturity date for the newly issued notes
CONCLUSION
The transaction immediately brought Millar Western’s capital structure
in-line with its peers, and improve its capital structure relative to various
outcomes that could have been reasonably expected.
Mobilicity (formerly DAVE Wireless) was one a few new wireless
entrants resulting from the CRTC 2008 spectrum auction. Service was
launched in 2010 but faced financial headwinds in funding the network
build-out and competition from the incumbent wireless operators.
Between 2013-2015, Mobilicity pursued several courses of action
including three attempted sales to Telus resulting from a sale process.
MPA was retained by the special committee of Mobilicity to provide
fairness of opinions under a CBCA plan of arrangement.
CONCLUSION
The proposed Telus transaction was approved by the Mobilicity Board
and stakeholders but was ultimately prohibited by the Competition
Bureau.
Mobilicity was ultimately acquired by Rogers out of bankruptcy in a
$440 M offer that included concessions to the CRTC and Industry
Canada for the sale of spectrum to Wind Mobile in order to address
concerns regarding over concentration and lessening of wireless
competition.
Case Study #5
RestructuringMandate
Co-Advisor to
Currently Live
A North American
Mining and Metals
Company
DNA Capital
Case Study #6
Advisor to
A Major North
American Real Estate
Development Company
RestructuringMandate
Currently Live
Case Study #4
Proposed Sale Transaction
to Telus
Provided Fairness Opinions
Advisor to
Page | 9 Confidential
DNA/MPA’s Selected Case Studies - Restructuring
Case Study #5: Project Metal – Live (Exp. Close April 30th, 2020) Case Study #6: Project Complex – Live (Exp. Close H1 2020)
Case Study #1
Special Committee on
recapitalization
transaction
USD $2,400,000,000
Advisor to
Case Study #2
Exclusive Financial Advisor to
Restructuring and
Acquisition by its Major
Shareholders
Provided Fairness Opinion
Case Study #5
RestructuringMandate
Co-Advisor to
Currently Live
Client is an international group involved in sourcing, trading and secondary
transformation metal for utility and manufacturing end markets.
▪ Two Canadian based subsidiaries filed under CCAA following metal
supply disruption from a key supplier following a force majeure event
(work stoppage).
▪ DNA is retained by the shareholder to secure funding and structure the
re-purchase of one of the facilities. This work involved:
1. A wide canvass of potential equity and debt partners, and
ultimately negotiating a long-term debt facility to fund the purchase
with a private project finance entity based in Europe;
2. Negotiations with the CCAA monitor acting on behalf of senior
creditors (EDC, a Canadian chartered bank and a Quebec based
quasi-public lending institution);
3. Resolving cross-guarantee issues between client subsidiaries
outside of the CCAA process and the bankrupt entities (ancillary
agreements) as part of the overall transaction;
4. Negotiating and signing a term sheet – senior creditor overall
recovery of 50% (100% on mortgage debt and 25% on equipment
debt) and 0% for unsecured creditors;
5. Overall value of restructured debt (secured and unsecured)
approximately 100M$.
A North American
Mining and Metals
Company
DNA Capital
MPA is acting as lead financial advisor in the restructuring of a major
real estate development company. The restructuring is complex and
involves more than 20 limited partnerships and more than 30 different
lenders. Scope includes:
1. Providing high level strategic advice
2. Identification of optimal short, medium and long-term capital
structures
3. Portfolio valuation analyses
4. Preparation of a financial plan & detailed financial model
5. Dataroom assembly and overlook during due diligence process
6. Design and implementation of a process to identify alternative
funding sources
Case Study #3
Debt Restructuring and
Plan of Arrangement
USD $210,000,000
Advisor to
Case Study #6
Advisor to
A Major North
American Real Estate
Development Company
RestructuringMandate
Currently Live
Case Study #4
Proposed Sale Transaction
to Telus
Provided Fairness Opinions
Advisor to
Page | 10 Confidential
SECTION
I. Restructuring Expertise and Capabilities Overview & Case Studies
II. Introduction & Overview of DNA/MPA
III. Appendix (Other Selected Transaction Experience by Sector)
Page | 11 Confidential
What it Means for
Our Clients
▪ Montreal-based
▪ Founded in 2009
▪ Team of 11 employees, including 4
Partners
▪ Senior backgrounds from
Scotiabank, Rothschild, Lazard, RBC
▪ Strong cross-border M&A and equity
private placement capabilities
▪ TMT, Health & Wellness, Real
Estate / Leisure, Manufacturing
▪ Greater breadth and depth of
transactional experience and expertise
▪ Significantly expanded network in
Canadian industry and financial
community
▪ Boots on the ground in Canada’s two
largest markets
▪ Broader sector and product coverage
▪ Senior-led, seamless execution
▪ Flexibility and agility focused around
customer needs
▪ Toronto-based
▪ Founded in 2006
▪ Team of 14 employees, including 11
Partners
▪ Senior Scotiabank Investment
Bankers
▪ Strong financial advisory, M&A,
restructuring and debt capabilities
▪ TMT, Health, Utilities, Infrastructure
Builds on longstanding relationships between DNA and MPA
partners
1
3
Deep relationships and roots in Canada’s two main financial
markets and global reach through partnerships
A truly national,
partner-owned and
entrepreneurial
Investment Bank
Combined team of 25 professionals in Montreal and Toronto2
Goal: To provide the best independent, unbiased advice for superior resultsBest independent, unbiased advice for superior results
What it Means for
Our Clients
Motivated to Enhance Client Service
DNA Capital and MPA Merger
DNA and MPA as One Firm
Page | 12 Confidential
Key Sector Focus Area
Jeffrey
Drummond
Philippe
Castonguay
Power /
Infrastructure
Healthcare Mining Industrial
Private
Placement
Fairness /
Valuation
Debt/Project
Financing
International M&A Partners (IMAP)
MPA is proud to be a partner of the international M&A partners organisation. Through
IMAP, MPA and DNA have access to over 42 international boutiques in 30 countries,
providing an unparalleled cross-border reach. In addition to its reach, IMAP offers the
following advantages:
▪ Access to 450 professionals through an extensive partnership agreement
▪ Access to experts with knowledge of all industry sectors
▪ Deep relationships with thousands of potential buyers and sellers
▪ Trusted partners with “boots on the ground” local knowledge, relationships and
execution capabilities, far exceeding international presence of any Canadian bank
Roland Berger
Founded in 1967, Roland Berger (“RB”) is one of the leading strategy consultancies in
the world. DNA Capital is proud to have created a lasting partnership with RB in addition
to be co-housed with their Montreal office. The partnership provides DNA and MPA with:
▪ A team of 2,500 consultants with 51 offices in 36 countries with privileged access to
large global corporate clients
▪ Coverage across the spectrum of business models, processes and organizational
structure
TMT
Claude
Michaud
Daniel
Labrecque
Benjamin
Kinder
David
Santangeli
Brent
Walker
Stephen
Altmann
Ken
Skinner
Simon
Pelletier
Ram
Kumar
Our International Partners Enable DNA/MPA to Provide Clients with
Local Execution and Global Reach
Unparalleled Network and Capabilities
Our Global Footprint
Key Service Offerings
Partnerships Selected Team Members
Restructuring M&A
Alexander
Singh
Page | 13 Confidential
Partners of Choice for Access to Private Capital
> Initial equity funding round for the principals of The Alexander Group in
their first development of senior living and retirement residence located
in Muskoka, Ontario
> MPA initiated a tight process with a selective number of potential LPs
leading to an all-star cast of LPs including owner / senior executives of
Canada’s leading public and private companies, and healthcare, real
estate experts
> MPA devoted significant time and effort during diligence and negotiation
process which resulted in client preserving approximately 30% of
project upside
Private Placement
CAD 15,000,000
Private Placement
CAD 80,000,000> Operator of automotive
dealership producing aggressive
growth strategy through
acquisitions to scale and expand
footprint in
the U.S.
> $10M of equity investment
intended to finance acquisitions
> MPA was able to source a single
FO (preferred) to commit funds
(pending OEM approval)
> Investment alongside a highly
regarded leading entrepreneur
in the fitness industry. Dynamic
deployment plan with several
new fitness centre openings and
other consolidation opportunities
in the sector
> DNA rolled a tight process with a
selective number of potential
investors who were identified by
DNA, and completed this
transaction requiring rapid
execution, with a price/value
already established
> This placement was
oversubscribed and closed
within 4 weeks, from beginning
to end
> Second round of financing of
$80M for the construction of 7
new hotels across Canada
> Mix of direct investments from
HNWI (ticket > $5M),
institutional investors and
creation of a DNA investment
vehicle to allow smaller tickets
($0.5-$5M)
> DNA has been able to assemble
the necessary equity for the
transaction without any difficulty
and in a short period of time
> Approximately $40 M raised via >55 Family Offices and HNW
investors directed towards infrastructure investments
> Special purpose vehicle providing unique access to the Axium
Infrastructure Funds, otherwise limited to institutions with $10M
minimum investment
> DNA infrastructure LP provide ongoing dialogue with a large
number of serial investors seeking alternative assets, namely
direct investments via private placement
Private Placement
CAD 36,400,000
CAD 10,000,000
CAD 6,000,000
Private Placement
Private Placement
> DNA and MPA have the most extensive network of relationships with private investors among Quebec and Ontario investment banks:
• Direct high-level access to more than 340 investors including FO (160) and HNWI (180) from Quebec, Canada and Europe
> In addition to DNA and MPA’s established network of contacts, indirect partnerships with other Investment Banks provide access to ~140 U.S. credit
investors and ~60 credit funds, pension funds, direct lenders, and family offices
> The 10 DNA and MPA senior bankers have extensive cross-border industry experience with a diversified client base, each with over 25 years of
experience (executing more than 400 transactions) in major banks (Scotiabank, RBC, Rothschild, Schroders, etc.)
> Level of proactive involvement of senior bankers in the execution of mandates is unmatched with major competing Canadian banks
> DNA and MPA have participated in various transactions requiring to raise a significant amount of capital in a short period of time
Page | 14 Confidential
Unrivalled Cross-border Transactional & Operational Experience
DNA Capital’s Advisory Team is Comprised of Montreal’s Most Experienced
Financial Advisors
Daniel Labrecque, CPA,
MBA (INSEAD), CBV
Founder &
Chief Executive Officer
Over 25 years of
corporate advisory and
international M&A
experience
> Founded DNA Capital in
2009
> Former CEO of Rothschild
Canada, COO and MD of
Lazard Canada and MD of
Schroders and National Bank
Financial
Philippe Castonguay,
MBA (INSEAD)
Managing Director
Over 25 years of
corporate finance and
technology
entrepreneurship
> Joined DNA Capital in 2011
> Previously Director at
Schroders Canada and RBC
Capital Markets (Toronto,
London, Milan)
> Serial entrepreneur: CFO
and co-founder of software
companies N(i)2 and
MindAvenue
Jeffrey Drummond,
BBA (Western)
President &
Chief Operating Officer
Over 25 years of M&A
and Corporate Advisory
in Canada
> Joined DNA Capital in 2015
> Former Managing Director,
M&A at Scotia Capital, RBC
Dominion Securities and held
the Vice President, Senior
Global Banker capacity at
Citibank
> Recently CFO at Revision
Military (now Galvion)
Claude Michaud, B.
Eng., MBA (Cornell)
Vice-Chairman &
Managing Director
Seasoned investment
banker and CFO of
publicly traded and
private companies
> Joined DNA Capital in 2012
> 10+ years of senior
executive experience
including CFO of publicly-
traded C-Mac Industries,
Neurochem, Kangaroo
Media and privately held
Groupe Lagasse
> 20+ years of investment
banking experience at Scotia
Capital, TD Securities and
DNA Capital
Simon Pelletier, CFA,
CPA, CA (McGill)
Vice President
Over 4 years of
experience in corporate
finance and accounting
> Previously worked as a
manager at Deloitte
Corporate Finance advising
on a variety of sell-side and
financing mandates in a
wide array of industries
including manufacturing,
retail and urban
transportation
> Simon graduated with
Honors from McGill
University (BCom)
Page | 15 Confidential
Unrivalled Cross-border Transactional & Operational Experience
MPA’s Advisory Team is Comprised of Seasoned Investment Bankers
Driven by Client Satisfaction
David Santangeli, BSc,
MBA (Toronto)
Co-Founder &
Managing Director
25+ years of experience
in investment banking
and structured finance
> Previously Industry Head of
Power and Infrastructure at
Scotia Capital
> Has been responsible for
over $20 billion of financing
transactions
> Extensive debt structuring
and placement experience
in a variety of industries and
situations
> Has lead the structuring and
credit rating processes for 3
new asset classes: reverse
mortgages, personal lines of
credit and Canadian social
housing bonds
Alexander Singh, BA,
J.D. (Dalhousie)
Managing Director
Experienced
professional with a
multifaceted legal
background
> Previously General Counsel
at WestFace Capital, where
he was directly involved in a
variety of complex special
situations and restructurings
> Previously partner,
managing director and
general counsel at Acasta
Capital
> Founder of Acasta
Enterprises, here he co-led
the development of a new
private equity style asset
management, including a
$400M capital raise and
IPO, and the acquisition of
several businesses with over
$1.2B in value within 18
months
Brent Walker, MBA
(McMaster)
Co-founder &
Managing Director
25+ years of experience
in the investment
banking industry
> Previously managing
director in the M&A group at
Scotia Capital
> Extensive experience in
complex transaction
situations including balance
sheet restructurings, asset
sales, strategic sales and
joint ventures
> Leads MPA’s fairness
opinion practice, which
specializes in complex
situations requiring careful
allocation of value to
stakeholder groups
Ken Skinner, BA, MBA
(McMaster)
Managing Director and
Head of TMT practice
Seasoned investment
banker in Power and
Infrastructure
> Previously director at Scotia
Capital. Involved directly in
equity, debt and M&A
transactions in the power,
infrastructure sector as well
as technology
> Extensive experience in
structuring and placing
private and quasi-public debt
transactions
> Extensive experience in
credit rating processes and
launching new asset classes
into the capital markets
Ben Kinder, BBA, M.A.
(Toronto, Cambridge)
Director
15+ years of experience
in the investment
banking industry
> Former investment banking
and equity capital markets
professional with Scotia
Capital (Healthcare,
Communications, Media
and Technology sectors
> Extensive involvement in
executing MPA’s
restructuring and fairness
opinion assignments
Page | 16 Confidential
I. Restructuring Expertise and Capabilities Overview & Case Studies
II. Introduction & Overview of DNA/MPA
III. Appendix (Other Selected Transaction Experience by Sector)
SECTION
Page | 17 Confidential
Other Selected Transactional Experience
$3,500,000,000
has acquired the
US assets of
DNA Capital
$405,000,000
has been acquired by
DNA Capital
in the valuation of
their divisions
Advisor to
DNA Capital
$235,000,000
has acquired
DNA Capital
Sale of Spreads division
Advisor to
DNA Capital
Advisor to
Regarding a
special project
DNA Capital
Advisor to
In the evaluation of
potential acquisition
targets
DNA Capital
$100,000,000
has acquired
DNA Capital
$23,000,000
Groupe Paul Masson
has been acquired by
DNA Capital
Advisor to
regarding defence from
the unsolicited approach
DNA Capital
has acquired
DNA Capital
$283,000,000
has been acquired by
DNA Capital
$710,000,000
has been acquired by
DNA Capital
US$330,000,000
has acquired
Pacific Cycle
DNA Capital
has been acquired by
DNA Capital
Consumer Products Healthcare
Special Committee on
recapitalization
transaction
USD $2,400,000,000
Advisor to
on acquisition of
Advisor to
Has acquired
DNA Capital
DNA Capital
Has acquired
Sale of
to
Sale of
to
DNA Capital
DNA Capital
has been sold to
Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
Page | 18 Confidential
Other Selected Transactional Experience
Utilities
£1,100,000,000
Restructuring
$280,000,000
Divestiture of Cross-
Sound Cable toDivestiture of the
mobile home division
€ 93,300,000,000
board advisory on its
merger with
Financial advisor to
Initial Public Offering
and subsequent
flotation of units
$150,000,000
Divestiture of
Murraylink to
$3,000,000,000
has been acquired by
$85,000,000
Divestiture of 20% of
Meiya Power to
financial buyers
$300,000,000
Sale of assets in
Mexico
DNA Capital DNA Capital DNA Capital
DNA CapitalDNA Capital DNA Capital
DNA Capital DNA Capital DNA Capital
Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
Page | 19 Confidential
Other Selected Transactional Experience
Technology (Application and Infrastructure Software) Media
DNA Capital
£75,000,000
InitialPublic Offering
DNA Capital
ZAR785,000,000
has acquired
DNA Capital
£204,000,000
has been acquired by
Exclusive Financial Advisor to
Private Placement of
Common Shares
DNA Capital
Undisclosed
has been acquired by
DNA Capital
£500,000,000
and Computer Software
Group
have been acquired by
Exclusive Financial Advisor to
Sale of
Exclusive Financial Advisor to
To review and comment on the
valuation of the company for
an offer received
DNA Capital
€240,000,000
has acquired the assets of
DNA Capital
Undisclosed
Buy-side advisory regarding
Canadian M&A Targets
Exclusive Financial Advisor to
Acquired by Research Now
Plc
DNA Capital
$15,000,000
Private Placement
DNA Capital
€70,000,00
0
a portfoliocompany of
has been acquired by
DNA Capital
Undisclosed
a portfoliocompany of
has been acquired by
FinancialAdvisors to
MYCA Health $10 Million
Private Placement
Exclusive Financial Advisor to
DNA Capital
£119,000,000
has been acquired by
a portfoliocompany of
DNA Capital
£50,000,000
has acquired
DNA Capital
€1,700,000,000
has acquired
from
DNA Capital
regarding a
special project
Financialadvisor to
DNA Capital
£23,000,000
has been acquired by
a portfoliocompany of
DNA Capital
$20,000,000
Private Placement
DNA Capital
Undisclosed
Board advisory
Take private situation
DNA Capital
Undisclosed
Strategic review
DNA Capital
Undisclosed
has merged with
DNA Capital
$20,000,000
Private Placement
Financial Advisor to
Proposed Sale to
Restructuring and
Acquisition by its Major
Shareholders
Provided Fairness Opinion
Exclusive Financial Advisor to
$273,000,000
has been acquired by
DNA Capital DNA Capital DNA Capital DNA Capital
$120,000,000
has acquired
Cheneliere Éducation
$40,000,000
has acquired
Publicor
from
£520,000,000
has been acquired by
Undisclosed
has been acquired by
Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
Page | 20 Confidential
Other Selected Transactional Experience
Natural Resources Financials
$185,000,000
timberland properties
divestitures
Financing for
Project Ambatovy
$180,000,000
has sold its recycled
newsprint mill in
Snowflake, Arizona
$2,500,000,000
has been acquired by
$38,000,000,000
has been acquired by
DNA Capital DNA Capital
DNA Capital DNA Capital
DNA Capital
$330,000,000
has acquired
Trust Prêt et
Revenu
has been acquired by
$2,500,000,000
Initial Public Offering
$106,000,000
has been acquired by
FIAMI
Aeterna Life Insurance
has been acquired by
$625,000,000
has acquired
$1,500,000,000
has acquired
La St-Maurice
Insurance
has been acquired by
DNA Capital DNA Capital DNA Capital
DNA Capital DNA Capital
DNA CapitalDNA Capital DNA Capital
Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
Page | 21 Confidential
Other Selected Transactional Experience
Industrials Industrial Technologies
$100,000,000
Initial Public Offering
$118,000,000
has its ownership
stake in Trencap
Sale of the Tech division of
to
Advisor to
for the filing of IPO
prospectus regarding
Transaxio
Advisor to
and
in their merger
$205,000,000
Income Fund
has been acquired by a
consortium
$594,000,000
has sold
BAE Systems Canada
to
$2,300,000,000
Initial Public Offering
Advisor to
In the sale of its
Canadian solid waste
management division to
$3,000,000,000
has been acquired by
$700,000,000
Financing of the
Milit-Air project in
partnership with the
Government of Canada
$227,000,000
Financing of the Global
Express business jet
Financial advisor to
in its refinancing
&
Private Placement
Acquisition of the
food service paper
products division of
by
Advisor to
In valuation of their
divisions
£60,000,000
Initial Public Offering
$4,100,000,000
has been acquired by
Circo Craft
Takeover defense &
acquisition by
Board advisory and
strategic review
$1,020,000,000
Dual Initial Public
Offering on NYSE &
TSX
DNA Capital DNA Capital
DNA Capital
DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital
DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital
DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital
Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
Page | 22 Confidential
Other Selected Transactional Experience
Real Estate
Acquisition of Brookfield
Place Calgary East Tower
Development
$1.03 billion
Exclusive Financial Advisor to
Acquisition of Bay Adelaide
Centre East Development
$635 million
Exclusive Financial Advisor to
Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
Page | 23 Confidential

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Expertise in financial restructuring

  • 2. Page | 2 Confidential I. Restructuring Expertise and Capabilities Overview & Case Studies II. Introduction & Overview of DNA/MPA III. Appendix (Other Selected Transaction Experience by Sector) SECTION
  • 3. Page | 3 Confidential What You Don’t Know About DNA/MPA Financial Restructuring – What You Don’t Know About Us DNA and MPA have created an independent national advisory firm with more than 20 financial professionals in Montreal and Toronto Beyond banks and government programs, there are private sources of funding (family offices, private investors, specialized funds in Canada and in the USA) which can be solicited as a complement to support a restructuring plan DNA and MPA understand that this is a financially critical time for your business; we work with your financial position in mind Businesses should take significant measures to de-risk, beyond the government sponsored programs, in order to survive and position themselves for the future In the current economic environment, business owners need experienced and creative financial advice more than ever. Survival of their business is at stake. Our depth and breadth of knowledge is unprecedented We know and work with a vast network of private sources of funds We have the necessary firepower needed in the field of financial restructuring We are flexible and creative in the way we are compensated, offering a tailored approach per case We work quickly and diligently to get you two steps ahead of the competition 1 3 2 4 5
  • 4. Page | 4 Confidential ▪ Seasoned bankers with vast experience in assisting companies addressing financial challenges o Good companies with weak balance sheets and /or addressing unforeseen event-driven and/or market evolution challenges ▪ DNA / MPA staff includes a number of senior members having lived through financial challenges as business owners and CFOs and have executed restructurings and refinancings as principals, CFO’s and advisors; Financial Restructuring in the New World Our National Team of Experienced Advisors are Available to Help You During Such Time of Crisis How We Can Help: DNA Capital / Morrison Park Advisors (MPA) Restructuring Capabilities Experience Creativity Access to Capital Complementary Collaborators ▪ Focus on pragmatic and proactive solutions to ensure continuity; creative solutions absent knee-jerk reaction to seek creditor protection (often the case for many accounting firm advisors) ▪ Active coverage of, relationships with, and access to, numerous non-bank lenders (Ontario, Quebec and US); intimate knowledge of specific lenders’ approach and priorities ▪ Access to private equity and Family Office equity capital to shore up balance sheets and marry entrepreneurial capital with entrepreneurial companies ▪ DNA/MPA is complemented by relationships with third-party restructuring experts who can assume various roles depending on the circumstances and specific needs o Advisors / Consultants o Part-time or Full-time CROs
  • 5. Page | 5 Confidential Actionable solutions require knowledge of, and access to, private/non-bank institutions and funds as well as government funds and special programs Restructuring Advisory Offering Current Environment ▪ In addition to the obvious interruption of business activities (and the resulting operational and financial stress), there are a number of factors impacting the nature and timing of solutions o Timeliness is critical – many options require access to working capital o Court systems are limiting activity to time sensitive, high impact situations o Banks and institutions are swamped with deferral requests, covenant breaches (actual or expected) o Recovery through an auction of assets requires time and resources, often being the last resort o Actionable solutions offered to the bank may aid in a path to resolution o Being proactive is the key: prudent management of issues and solutions The Current Environment is Highly Dynamic and in a Constant State of Change Navigation of the available alternatives for financial relief is therefore complex and requires expertise in evaluating and executing the available options Restructuring Advice & Services Offered ▪ Full and detailed assessment of the situation (nature, depth and breadth) ▪ Preparation of decision-making tools o Weekly cash flow analysis for the short and medium-term outlook (3-6 months) o Identifying the CF deficit (financial needs and timing thereof) ▪ Preparation of a financial plan supported by a detailed financial model o Identify and model proactive corrective measures (eg. Cost reduction plan) o Identify optimal available external sources of capital (equity, debt, hybrid securities, etc.) o Develop a revised CF plan based on the above measures o Prepare scenario and sensitivity analyses (stress-test the impact and needs) ▪ Assist in assessing and accessing the various governmental aid programs (Federal, Provincial, and others) ▪ Create, compile and organize the required information to execute the plan with 3rd-party capital providers ▪ Negotiate with capital suppliers and creditors (if/as needed) to secure capital at optimal terms ▪ Coordinate the involvement of other advisors within a multi-party process ▪ Issue Fairness Opinions, if/as required o Fairness of a refinancing from the issuer’s perspective o Fairness of the allocation of recovery from each asset class’ perspective o Liquidity opinion
  • 6. Page | 6 Confidential Main Canadian Institutions Current Support Initiatives Short-term Support from Government-related Institutions for Canadian Businesses Why it’s Not Enough – Long-term Outlook Despite the increase in support from institutions such as BDC (see below), businesses need to consider that economic recovery could be significantly delayed. The bulk of Government assistance from Federal and Provincial authorities will be in the form of short-term “shock absorbers”, much like the one described below. Although these programs are incredibly helpful in fulfilling short-term liabilities, business should also be positioning themselves for a healthy long-term capital structure that will de-risk their growth plans. This can be achieved in many ways, including and not limited to: 1. Refinance long-term debt 2. Raise equity 3. Sell non-core assets BUSINESS CREDIT AVAILABILITY PROGRAM (BCAP) – BDC AND EDC Under the federal government’s new BCAP, the Business Development Bank of Canada (BDC) and Export Development Canada (EDC) have been allocated more that $10 billion of additional financing to support Canadian businesses facing economic challenges caused by COVID-19. The BCAP mandate is to offer financial support to companies in crisis. Qualified borrowers will have sustainable underlying businesses with strong potential to stay or return to viability. Revenue may be zero, however borrowers will be required to demonstrate a plan for survival and path to recovery. Currently available financing options: (1) $100K loan – Available through online application and intended to be relatively quick and simple (2) Four-year loan up to $2M (evaluated on a case-by-case basis) under the following conditions: ▪ First year interest only ▪ 40% Principal paid back over 3 years with 60% bullet ▪ Funds not to be used to pay down existing loans – Existing lenders must be flexible and working constructively with the borrower ▪ Will sit behind other lenders
  • 7. Page | 7 Confidential DNA/MPA’s Selected Case Studies - Restructuring Case Study #1: Concordia Case Study #1 Special Committee on recapitalization transaction USD $2,400,000,000 Advisor to Case Study #2 Exclusive Financial Advisor to Restructuring and Acquisition by its Major Shareholders Provided Fairness Opinion Case Study #3 Debt Restructuring and Plan of Arrangement USD $210,000,000 Advisor to Case Study #5 RestructuringMandate Co-Advisor to Currently Live A North American Mining and Metals Company DNA Capital Case Study #6 Advisor to A Major North American Real Estate Development Company RestructuringMandate Currently Live Concordia (“CXR”), a global specialty-generic pharmaceutical company faced competitive and regulatory headwinds putting pressure on its future outlook and near-term debt servicing abilities. Deal complexity included cross-ownership and differential participation opportunities within and between different stakeholder groups. Recapitalization transaction was effected under a CBCA plan of arrangement. MPA provided fairness opinions to Concordia’s Board of Directors in respect of its $2.4 billion Recapitalization Transaction. CONCLUSION Through the Recapitalization Transaction, CXR obtained new equity in the amount of US$586 million while reducing its total debt load and annual interest payments by approximately US$2.4 billion and US$170 million, respectively. Summary of terms include: ▪ $565 million of new money investment from certain secured / unsecured holders via a Private Placement – proceeds used for partial repayment of secured debt ▪ Equitization of all unsecured debt Case Study #4 Proposed Sale Transaction to Telus Provided Fairness Opinions Advisor to Case Study #2: The Canadian Press Canadian Press was a cooperative with subscribing newspaper members located across Canada whereby members would pay annual dues to obtain access to news content. Given the membership structure, CP did not have balance sheet strength and, like many companies at that time, developed a large pension plan deficit (defined benefit plan) which threatened the company’s financial viability. MPA has retained as lead advisor to assess the situation and potential transaction structure as well as issue a fairness opinion to the Board of Directors that the transaction was fair to the exiting members. CONCLUSION A group of three large newspapers (Torstar, Globe & Mail and La Presse) acquired CP in exchange for supporting the CP business and pension plan obligations of the exiting members. Summary of terms include: ▪ Federal Government approved relief package extending out the annual deficit true-up contributions ▪ Exiting members entered commercial agreement for continued access to content
  • 8. Page | 8 Confidential DNA/MPA’s Selected Case Studies - Restructuring Case Study #3: Miller Western Case Study #4: Mobilicity Case Study #1 Special Committee on recapitalization transaction USD $2,400,000,000 Advisor to Case Study #2 Exclusive Financial Advisor to Restructuring and Acquisition by its Major Shareholders Provided Fairness Opinion Case Study #3 Debt Restructuring and Plan of Arrangement USD $210,000,000 Advisor to Millar Western, a private Canadian forest products company looked to restructure their debt obligations – US$210 million of 8.5% senior unsecured notes (“Existing Notes”) MPA provided fairness opinions to Millar Western’s Board of Directors in respect of its $210 million Note Exchange Transaction ▪ Company realized its ability to services the notes were compromised; no access to capital markets; not able to wait for Countervail and Anti-Dumping Recovery ▪ Changes in the foreign exchange currency environment and the lumber pricing environment caused concern that the company would ultimately not be able to refinance its notes ▪ Reduction of Millar Western’s indebtedness by approximately US$97 million and annual cash interest expense by more than US$7 million and provided an extended maturity date for the newly issued notes CONCLUSION The transaction immediately brought Millar Western’s capital structure in-line with its peers, and improve its capital structure relative to various outcomes that could have been reasonably expected. Mobilicity (formerly DAVE Wireless) was one a few new wireless entrants resulting from the CRTC 2008 spectrum auction. Service was launched in 2010 but faced financial headwinds in funding the network build-out and competition from the incumbent wireless operators. Between 2013-2015, Mobilicity pursued several courses of action including three attempted sales to Telus resulting from a sale process. MPA was retained by the special committee of Mobilicity to provide fairness of opinions under a CBCA plan of arrangement. CONCLUSION The proposed Telus transaction was approved by the Mobilicity Board and stakeholders but was ultimately prohibited by the Competition Bureau. Mobilicity was ultimately acquired by Rogers out of bankruptcy in a $440 M offer that included concessions to the CRTC and Industry Canada for the sale of spectrum to Wind Mobile in order to address concerns regarding over concentration and lessening of wireless competition. Case Study #5 RestructuringMandate Co-Advisor to Currently Live A North American Mining and Metals Company DNA Capital Case Study #6 Advisor to A Major North American Real Estate Development Company RestructuringMandate Currently Live Case Study #4 Proposed Sale Transaction to Telus Provided Fairness Opinions Advisor to
  • 9. Page | 9 Confidential DNA/MPA’s Selected Case Studies - Restructuring Case Study #5: Project Metal – Live (Exp. Close April 30th, 2020) Case Study #6: Project Complex – Live (Exp. Close H1 2020) Case Study #1 Special Committee on recapitalization transaction USD $2,400,000,000 Advisor to Case Study #2 Exclusive Financial Advisor to Restructuring and Acquisition by its Major Shareholders Provided Fairness Opinion Case Study #5 RestructuringMandate Co-Advisor to Currently Live Client is an international group involved in sourcing, trading and secondary transformation metal for utility and manufacturing end markets. ▪ Two Canadian based subsidiaries filed under CCAA following metal supply disruption from a key supplier following a force majeure event (work stoppage). ▪ DNA is retained by the shareholder to secure funding and structure the re-purchase of one of the facilities. This work involved: 1. A wide canvass of potential equity and debt partners, and ultimately negotiating a long-term debt facility to fund the purchase with a private project finance entity based in Europe; 2. Negotiations with the CCAA monitor acting on behalf of senior creditors (EDC, a Canadian chartered bank and a Quebec based quasi-public lending institution); 3. Resolving cross-guarantee issues between client subsidiaries outside of the CCAA process and the bankrupt entities (ancillary agreements) as part of the overall transaction; 4. Negotiating and signing a term sheet – senior creditor overall recovery of 50% (100% on mortgage debt and 25% on equipment debt) and 0% for unsecured creditors; 5. Overall value of restructured debt (secured and unsecured) approximately 100M$. A North American Mining and Metals Company DNA Capital MPA is acting as lead financial advisor in the restructuring of a major real estate development company. The restructuring is complex and involves more than 20 limited partnerships and more than 30 different lenders. Scope includes: 1. Providing high level strategic advice 2. Identification of optimal short, medium and long-term capital structures 3. Portfolio valuation analyses 4. Preparation of a financial plan & detailed financial model 5. Dataroom assembly and overlook during due diligence process 6. Design and implementation of a process to identify alternative funding sources Case Study #3 Debt Restructuring and Plan of Arrangement USD $210,000,000 Advisor to Case Study #6 Advisor to A Major North American Real Estate Development Company RestructuringMandate Currently Live Case Study #4 Proposed Sale Transaction to Telus Provided Fairness Opinions Advisor to
  • 10. Page | 10 Confidential SECTION I. Restructuring Expertise and Capabilities Overview & Case Studies II. Introduction & Overview of DNA/MPA III. Appendix (Other Selected Transaction Experience by Sector)
  • 11. Page | 11 Confidential What it Means for Our Clients ▪ Montreal-based ▪ Founded in 2009 ▪ Team of 11 employees, including 4 Partners ▪ Senior backgrounds from Scotiabank, Rothschild, Lazard, RBC ▪ Strong cross-border M&A and equity private placement capabilities ▪ TMT, Health & Wellness, Real Estate / Leisure, Manufacturing ▪ Greater breadth and depth of transactional experience and expertise ▪ Significantly expanded network in Canadian industry and financial community ▪ Boots on the ground in Canada’s two largest markets ▪ Broader sector and product coverage ▪ Senior-led, seamless execution ▪ Flexibility and agility focused around customer needs ▪ Toronto-based ▪ Founded in 2006 ▪ Team of 14 employees, including 11 Partners ▪ Senior Scotiabank Investment Bankers ▪ Strong financial advisory, M&A, restructuring and debt capabilities ▪ TMT, Health, Utilities, Infrastructure Builds on longstanding relationships between DNA and MPA partners 1 3 Deep relationships and roots in Canada’s two main financial markets and global reach through partnerships A truly national, partner-owned and entrepreneurial Investment Bank Combined team of 25 professionals in Montreal and Toronto2 Goal: To provide the best independent, unbiased advice for superior resultsBest independent, unbiased advice for superior results What it Means for Our Clients Motivated to Enhance Client Service DNA Capital and MPA Merger DNA and MPA as One Firm
  • 12. Page | 12 Confidential Key Sector Focus Area Jeffrey Drummond Philippe Castonguay Power / Infrastructure Healthcare Mining Industrial Private Placement Fairness / Valuation Debt/Project Financing International M&A Partners (IMAP) MPA is proud to be a partner of the international M&A partners organisation. Through IMAP, MPA and DNA have access to over 42 international boutiques in 30 countries, providing an unparalleled cross-border reach. In addition to its reach, IMAP offers the following advantages: ▪ Access to 450 professionals through an extensive partnership agreement ▪ Access to experts with knowledge of all industry sectors ▪ Deep relationships with thousands of potential buyers and sellers ▪ Trusted partners with “boots on the ground” local knowledge, relationships and execution capabilities, far exceeding international presence of any Canadian bank Roland Berger Founded in 1967, Roland Berger (“RB”) is one of the leading strategy consultancies in the world. DNA Capital is proud to have created a lasting partnership with RB in addition to be co-housed with their Montreal office. The partnership provides DNA and MPA with: ▪ A team of 2,500 consultants with 51 offices in 36 countries with privileged access to large global corporate clients ▪ Coverage across the spectrum of business models, processes and organizational structure TMT Claude Michaud Daniel Labrecque Benjamin Kinder David Santangeli Brent Walker Stephen Altmann Ken Skinner Simon Pelletier Ram Kumar Our International Partners Enable DNA/MPA to Provide Clients with Local Execution and Global Reach Unparalleled Network and Capabilities Our Global Footprint Key Service Offerings Partnerships Selected Team Members Restructuring M&A Alexander Singh
  • 13. Page | 13 Confidential Partners of Choice for Access to Private Capital > Initial equity funding round for the principals of The Alexander Group in their first development of senior living and retirement residence located in Muskoka, Ontario > MPA initiated a tight process with a selective number of potential LPs leading to an all-star cast of LPs including owner / senior executives of Canada’s leading public and private companies, and healthcare, real estate experts > MPA devoted significant time and effort during diligence and negotiation process which resulted in client preserving approximately 30% of project upside Private Placement CAD 15,000,000 Private Placement CAD 80,000,000> Operator of automotive dealership producing aggressive growth strategy through acquisitions to scale and expand footprint in the U.S. > $10M of equity investment intended to finance acquisitions > MPA was able to source a single FO (preferred) to commit funds (pending OEM approval) > Investment alongside a highly regarded leading entrepreneur in the fitness industry. Dynamic deployment plan with several new fitness centre openings and other consolidation opportunities in the sector > DNA rolled a tight process with a selective number of potential investors who were identified by DNA, and completed this transaction requiring rapid execution, with a price/value already established > This placement was oversubscribed and closed within 4 weeks, from beginning to end > Second round of financing of $80M for the construction of 7 new hotels across Canada > Mix of direct investments from HNWI (ticket > $5M), institutional investors and creation of a DNA investment vehicle to allow smaller tickets ($0.5-$5M) > DNA has been able to assemble the necessary equity for the transaction without any difficulty and in a short period of time > Approximately $40 M raised via >55 Family Offices and HNW investors directed towards infrastructure investments > Special purpose vehicle providing unique access to the Axium Infrastructure Funds, otherwise limited to institutions with $10M minimum investment > DNA infrastructure LP provide ongoing dialogue with a large number of serial investors seeking alternative assets, namely direct investments via private placement Private Placement CAD 36,400,000 CAD 10,000,000 CAD 6,000,000 Private Placement Private Placement > DNA and MPA have the most extensive network of relationships with private investors among Quebec and Ontario investment banks: • Direct high-level access to more than 340 investors including FO (160) and HNWI (180) from Quebec, Canada and Europe > In addition to DNA and MPA’s established network of contacts, indirect partnerships with other Investment Banks provide access to ~140 U.S. credit investors and ~60 credit funds, pension funds, direct lenders, and family offices > The 10 DNA and MPA senior bankers have extensive cross-border industry experience with a diversified client base, each with over 25 years of experience (executing more than 400 transactions) in major banks (Scotiabank, RBC, Rothschild, Schroders, etc.) > Level of proactive involvement of senior bankers in the execution of mandates is unmatched with major competing Canadian banks > DNA and MPA have participated in various transactions requiring to raise a significant amount of capital in a short period of time
  • 14. Page | 14 Confidential Unrivalled Cross-border Transactional & Operational Experience DNA Capital’s Advisory Team is Comprised of Montreal’s Most Experienced Financial Advisors Daniel Labrecque, CPA, MBA (INSEAD), CBV Founder & Chief Executive Officer Over 25 years of corporate advisory and international M&A experience > Founded DNA Capital in 2009 > Former CEO of Rothschild Canada, COO and MD of Lazard Canada and MD of Schroders and National Bank Financial Philippe Castonguay, MBA (INSEAD) Managing Director Over 25 years of corporate finance and technology entrepreneurship > Joined DNA Capital in 2011 > Previously Director at Schroders Canada and RBC Capital Markets (Toronto, London, Milan) > Serial entrepreneur: CFO and co-founder of software companies N(i)2 and MindAvenue Jeffrey Drummond, BBA (Western) President & Chief Operating Officer Over 25 years of M&A and Corporate Advisory in Canada > Joined DNA Capital in 2015 > Former Managing Director, M&A at Scotia Capital, RBC Dominion Securities and held the Vice President, Senior Global Banker capacity at Citibank > Recently CFO at Revision Military (now Galvion) Claude Michaud, B. Eng., MBA (Cornell) Vice-Chairman & Managing Director Seasoned investment banker and CFO of publicly traded and private companies > Joined DNA Capital in 2012 > 10+ years of senior executive experience including CFO of publicly- traded C-Mac Industries, Neurochem, Kangaroo Media and privately held Groupe Lagasse > 20+ years of investment banking experience at Scotia Capital, TD Securities and DNA Capital Simon Pelletier, CFA, CPA, CA (McGill) Vice President Over 4 years of experience in corporate finance and accounting > Previously worked as a manager at Deloitte Corporate Finance advising on a variety of sell-side and financing mandates in a wide array of industries including manufacturing, retail and urban transportation > Simon graduated with Honors from McGill University (BCom)
  • 15. Page | 15 Confidential Unrivalled Cross-border Transactional & Operational Experience MPA’s Advisory Team is Comprised of Seasoned Investment Bankers Driven by Client Satisfaction David Santangeli, BSc, MBA (Toronto) Co-Founder & Managing Director 25+ years of experience in investment banking and structured finance > Previously Industry Head of Power and Infrastructure at Scotia Capital > Has been responsible for over $20 billion of financing transactions > Extensive debt structuring and placement experience in a variety of industries and situations > Has lead the structuring and credit rating processes for 3 new asset classes: reverse mortgages, personal lines of credit and Canadian social housing bonds Alexander Singh, BA, J.D. (Dalhousie) Managing Director Experienced professional with a multifaceted legal background > Previously General Counsel at WestFace Capital, where he was directly involved in a variety of complex special situations and restructurings > Previously partner, managing director and general counsel at Acasta Capital > Founder of Acasta Enterprises, here he co-led the development of a new private equity style asset management, including a $400M capital raise and IPO, and the acquisition of several businesses with over $1.2B in value within 18 months Brent Walker, MBA (McMaster) Co-founder & Managing Director 25+ years of experience in the investment banking industry > Previously managing director in the M&A group at Scotia Capital > Extensive experience in complex transaction situations including balance sheet restructurings, asset sales, strategic sales and joint ventures > Leads MPA’s fairness opinion practice, which specializes in complex situations requiring careful allocation of value to stakeholder groups Ken Skinner, BA, MBA (McMaster) Managing Director and Head of TMT practice Seasoned investment banker in Power and Infrastructure > Previously director at Scotia Capital. Involved directly in equity, debt and M&A transactions in the power, infrastructure sector as well as technology > Extensive experience in structuring and placing private and quasi-public debt transactions > Extensive experience in credit rating processes and launching new asset classes into the capital markets Ben Kinder, BBA, M.A. (Toronto, Cambridge) Director 15+ years of experience in the investment banking industry > Former investment banking and equity capital markets professional with Scotia Capital (Healthcare, Communications, Media and Technology sectors > Extensive involvement in executing MPA’s restructuring and fairness opinion assignments
  • 16. Page | 16 Confidential I. Restructuring Expertise and Capabilities Overview & Case Studies II. Introduction & Overview of DNA/MPA III. Appendix (Other Selected Transaction Experience by Sector) SECTION
  • 17. Page | 17 Confidential Other Selected Transactional Experience $3,500,000,000 has acquired the US assets of DNA Capital $405,000,000 has been acquired by DNA Capital in the valuation of their divisions Advisor to DNA Capital $235,000,000 has acquired DNA Capital Sale of Spreads division Advisor to DNA Capital Advisor to Regarding a special project DNA Capital Advisor to In the evaluation of potential acquisition targets DNA Capital $100,000,000 has acquired DNA Capital $23,000,000 Groupe Paul Masson has been acquired by DNA Capital Advisor to regarding defence from the unsolicited approach DNA Capital has acquired DNA Capital $283,000,000 has been acquired by DNA Capital $710,000,000 has been acquired by DNA Capital US$330,000,000 has acquired Pacific Cycle DNA Capital has been acquired by DNA Capital Consumer Products Healthcare Special Committee on recapitalization transaction USD $2,400,000,000 Advisor to on acquisition of Advisor to Has acquired DNA Capital DNA Capital Has acquired Sale of to Sale of to DNA Capital DNA Capital has been sold to Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
  • 18. Page | 18 Confidential Other Selected Transactional Experience Utilities £1,100,000,000 Restructuring $280,000,000 Divestiture of Cross- Sound Cable toDivestiture of the mobile home division € 93,300,000,000 board advisory on its merger with Financial advisor to Initial Public Offering and subsequent flotation of units $150,000,000 Divestiture of Murraylink to $3,000,000,000 has been acquired by $85,000,000 Divestiture of 20% of Meiya Power to financial buyers $300,000,000 Sale of assets in Mexico DNA Capital DNA Capital DNA Capital DNA CapitalDNA Capital DNA Capital DNA Capital DNA Capital DNA Capital Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
  • 19. Page | 19 Confidential Other Selected Transactional Experience Technology (Application and Infrastructure Software) Media DNA Capital £75,000,000 InitialPublic Offering DNA Capital ZAR785,000,000 has acquired DNA Capital £204,000,000 has been acquired by Exclusive Financial Advisor to Private Placement of Common Shares DNA Capital Undisclosed has been acquired by DNA Capital £500,000,000 and Computer Software Group have been acquired by Exclusive Financial Advisor to Sale of Exclusive Financial Advisor to To review and comment on the valuation of the company for an offer received DNA Capital €240,000,000 has acquired the assets of DNA Capital Undisclosed Buy-side advisory regarding Canadian M&A Targets Exclusive Financial Advisor to Acquired by Research Now Plc DNA Capital $15,000,000 Private Placement DNA Capital €70,000,00 0 a portfoliocompany of has been acquired by DNA Capital Undisclosed a portfoliocompany of has been acquired by FinancialAdvisors to MYCA Health $10 Million Private Placement Exclusive Financial Advisor to DNA Capital £119,000,000 has been acquired by a portfoliocompany of DNA Capital £50,000,000 has acquired DNA Capital €1,700,000,000 has acquired from DNA Capital regarding a special project Financialadvisor to DNA Capital £23,000,000 has been acquired by a portfoliocompany of DNA Capital $20,000,000 Private Placement DNA Capital Undisclosed Board advisory Take private situation DNA Capital Undisclosed Strategic review DNA Capital Undisclosed has merged with DNA Capital $20,000,000 Private Placement Financial Advisor to Proposed Sale to Restructuring and Acquisition by its Major Shareholders Provided Fairness Opinion Exclusive Financial Advisor to $273,000,000 has been acquired by DNA Capital DNA Capital DNA Capital DNA Capital $120,000,000 has acquired Cheneliere Éducation $40,000,000 has acquired Publicor from £520,000,000 has been acquired by Undisclosed has been acquired by Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
  • 20. Page | 20 Confidential Other Selected Transactional Experience Natural Resources Financials $185,000,000 timberland properties divestitures Financing for Project Ambatovy $180,000,000 has sold its recycled newsprint mill in Snowflake, Arizona $2,500,000,000 has been acquired by $38,000,000,000 has been acquired by DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital $330,000,000 has acquired Trust Prêt et Revenu has been acquired by $2,500,000,000 Initial Public Offering $106,000,000 has been acquired by FIAMI Aeterna Life Insurance has been acquired by $625,000,000 has acquired $1,500,000,000 has acquired La St-Maurice Insurance has been acquired by DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA CapitalDNA Capital DNA Capital Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
  • 21. Page | 21 Confidential Other Selected Transactional Experience Industrials Industrial Technologies $100,000,000 Initial Public Offering $118,000,000 has its ownership stake in Trencap Sale of the Tech division of to Advisor to for the filing of IPO prospectus regarding Transaxio Advisor to and in their merger $205,000,000 Income Fund has been acquired by a consortium $594,000,000 has sold BAE Systems Canada to $2,300,000,000 Initial Public Offering Advisor to In the sale of its Canadian solid waste management division to $3,000,000,000 has been acquired by $700,000,000 Financing of the Milit-Air project in partnership with the Government of Canada $227,000,000 Financing of the Global Express business jet Financial advisor to in its refinancing & Private Placement Acquisition of the food service paper products division of by Advisor to In valuation of their divisions £60,000,000 Initial Public Offering $4,100,000,000 has been acquired by Circo Craft Takeover defense & acquisition by Board advisory and strategic review $1,020,000,000 Dual Initial Public Offering on NYSE & TSX DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital DNA Capital Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
  • 22. Page | 22 Confidential Other Selected Transactional Experience Real Estate Acquisition of Brookfield Place Calgary East Tower Development $1.03 billion Exclusive Financial Advisor to Acquisition of Bay Adelaide Centre East Development $635 million Exclusive Financial Advisor to Note: Transactions above represent assignments led and completed by DNA Capital and MPA’s professionals at DNA Capital and/or MPA and prior firms
  • 23. Page | 23 Confidential