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

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

May 2012Jacksonville


Martin G. Burkett, ShareholderCo-Chair, Mergers & Acquisitions and Private Equity PracticeAkerman

Martin Burkett serves as Co-Chair of Akerman's Mergers & Acquisitions and Private Equity Practice. Martinrepresents public and private companies and private equity funds in a variety of corporate transactions, witha particular focus on mergers and acquisitions. Martin's practice also includes structuring and negotiatingcomplex business transactions, mergers and acquisitions, leveraged buyouts, recapitalizations, going privatetransactions, 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 allof their corporate transactions, and effectively serves as their outside general counsel. Martin regularlyrepresents investors and companies in a broad variety of distressed corporate situations, includingdistressed acquisitions.

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Michael B. Hand, Managing DirectorPNC RiverArch Capital

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


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Larissa Rozycki, AssociateHarris Williams & Co.

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

Carl D. Roston, ShareholderCo-Chair, Mergers & Acquisitions and Private Equity PracticeAkerman

Carl Roston represents private equity funds and public and private companies in a variety of domestic andcross-border M&A, corporate, and securities transactions. He serves as co-chair of the Akerman M&A andPrivate Equity Practice, co-leading the team that is recognized nationally by U.S. News - Best Lawyers forits 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, includingmergers and acquisitions, leveraged buyouts, recapitalizations, going private transactions, venture andgrowth capital investments, debt and equity financings, and securities offerings. He regularly representsportfolio companies of private equity clients and other companies with respect to all of their corporatetransactions, and effectively serves as their outside general counsel. Carl regularly represents investors andcompanies in a broad variety of distressed corporate situations, including distressed acquisitions.


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Scott Stiegler, Senior Vice President of Corporate FinanceFidelity National Information Services

Scott Stiegler is Senior Vice President of Corporate Finance for FIS. Scott has responsibility for all mergerand acquisition activities and strategic initiatives for FIS. He directs FIS' efforts to identify companies andopportunities that can leverage the company's core expertise in various industries and that offer thepotential 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 operatingsubsidiaries. Scott spends a considerable amount of time outside the U.S. working with other businessleaders who are looking to interact with FIS as a proven global provider of technology and services. Beforejoining FIS, Scott was a Managing Director at the investment banking firm of Stephens Inc. Scott began hiscareer at Arthur Andersen in the audit division and is a CPA. Scott earned a bachelor's degree in businessadministration from the University of Michigan and a master's degree in business administration from theDarden School at the University of Virginia.


I. Current Market ConditionsWhile the level of U.S. M&A activity hasdecreased since the 2007 peak, overall thenumber and value of U.S. M&A transactionswere at a post financial crisis high in 2011with transaction levels slightly higher than2010. Key drivers of this year-over-yearincrease included, among other things,stabilized and continued (albeit tepid)growth of the economy, improvement of theequity markets, a rebound in leverage forquality credits, improved valuations, thepent-up supply of sellers, record cash onthe balance sheets of strategic buyers andhundreds of billions of dollars of dry powderraised by financial buyers which has notbeen deployed. However, transactionactivity slowed markedly during the secondhalf of 2011.

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Announced M&A Middle Market Transaction Activity

0

2,500

5,000

7,500

10,000

12,500

15,000

$0

$500

$1,000

$1,500

$2,000

$2,500

Num

ber

ofTransactions

Dea

lVal

ue

Deal Value Number of Transactions


The number and value of U.S. M&Atransactions continually decreasedin the second half of 2011 and firstquarter of 2012 as compared toearly 2011. Macro uncertainties(including the European debt crisisand tax and policy uncertainties)set the stage for this decline.However, many market participantsexpect deal activity to improvethroughout the remainder of 2012due in large part to improvingeconomic conditions, increasinglyaccommodative credit markets andthe record amount of cashavailable to financial and strategicbuyers to pursue acquisitions.

I. Current Market Conditions

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For the Quarters Ended March 31, 2008 – 2012

Announced Quarterly M&A Middle Market Transaction Activity


Announced Quarterly M&A Middle Market Transaction Volume

0

500

1,000

1,500

2,000

2,500

3,000

3,500

4,000

Q12008

Q22008

Q32008

Q42008

Q12009

Q22009

Q32009

Q42009

Q12010

Q22010

Q32010

Q42010

Q12011

Q22011

Q32011

Q42011

Q12012

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

$0$50

$100$150$200$250$300$350$400$450

Q12008

Q22008

Q32008

Q42008

Q12009

Q22009

Q32009

Q42009

Q12010

Q22010

Q32010

Q42010

Q12011

Q22011

Q32011

Q42011

Q12012

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


Aggregate 2011 Florida transactionvolume and value followed the nationaltrend, with 2011 seeing marginally higheractivity levels than 2010. Floridatransaction value and volume contractedmore sharply during the first quarter of2012 than was the case nationally.


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Florida M&A Trends (Acquisition Targets Only)

0

50

100

150

200

250

300

$0

$4

$8

$12

$16

$20

$24

$28

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

Num

ber

ofTransactions

Dea

lVal

ue($

inb

illio

ns)

Total Disclosed Deal Value # of Transactions

Source: Thomson SDC, CapitalIQ.


U.S. private equity investment in 2011declined as the year progressed.Private equity activity faced the sameheadwinds during recent quarters asdid the broader M&A market. Firstquarter 2012 private equityinvestment activity contracted moreseverely than did investment activityby strategic buyers. Nonetheless,many market participants expect arebound as 2012 continues.


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For Years Ended December 31, 2001 – 2011

U.S. Private Equity Deal Flow by Year


U.S. Private Equity Deal Flow by Quarter

0

100

200

300

400

500

600

700

800

900

$0

$50

$100

$150

$200

$250

$300

Num

ber

ofDeals

Closed

Cap

italI

nves

ted

($in

bill

ions

)

Total Capital Invested Deal CountSource: Pitchbook.

0

500

1,000

1,500

2,000

2,500

3,000

3,500

$0

$100

$200

$300

$400

$500

$600

$700

$800

$900

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Num

ber

ofDeals

Closed

Cap

italI

nves

ted

($in

bill

ions

)Total Capital Invested Deal Count


EBITDA multiples during the first quarterof 2012 recovered and returned to pre-financial crisis levels. As with 2011, thepremium for larger and higher qualitycompanies continued. Private equitybuyout multiples increased in 2011compared to 2010, which increase ispartially attributable to the increase inthe proportion of deals valued at over$500 million.


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Median EBITDA Multiples by Transaction Size

For the Years Ended December 31, 2002 – 2011

Private Equity Buyout Purchase Price Multiples (EV / EBITDA)

6.5x

6.2x 6.1x6.8x

7.1x

7.8x 7.6x

8.7x

6.9x7.3x

6.3x

6.9x7.0x6.6x

7.1x 7.0x7.2x

8.3x 8.4x

8.9x8.6x

N/A

8.4x8.0x

10.1x

7.0x6.7x 7.0x

7.3x7.9x

8.8x 8.8x

10.2x9.8x

8.0x

8.8x9.1x

10.8x

6.7x

6.0x6.6x

7.1x 7.3x

8.4x 8.4x

9.7x9.1x

7.7x

8.5x 8.4x

9.0x

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

12.0x

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q112<$250MM $250MM - $499MM >$500MM Total

3.8 4.05.3 5.0 5.9

7.6

4.43.3

4.66.2

2.12.9

2.3 3.23.1

1.2

5.0

3.22.7

2.85.9

6.97.6

8.29.0 8.8 9.5

6.5

7.3

9.1

0.0x

2.0x

4.0x

6.0x

8.0x

10.0x

2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

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


4.9x4.8x

4.1x4.0x

3.4x3.8x 3.8x

4.3x 4.7x4.7x

5.6x

4.5x

3.3x

4.2x 4.3x 4.1x

0.0x

1.0x

2.0x

3.0x

4.0x

5.0x

6.0x

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q112

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA

Leverage levels for LBOs haveremained reasonably consistentfollowing the 2009 low. During thefirst quarter of 2012, a trend hasemerged of senior lenders providingall of the financing in LBOs.Consistent with historical trends,more leverage is available for largertransactions.


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For Years Ended December 31, 1997 – 2011 and 1Q 2012

Average Debt Multiples of Middle Market LBO Loans

For Years Ended December 31, 1997 – 2011 and 1Q 2012

Average Debt Multiples for Large Corporate LBO Loans

5.7x 5.4x4.8x

4.2x 4.1x 4.0x4.5x

4.9x5.3x 5.4x

6.2x

4.9x

4.0x4.7x

5.2x4.5x

0.0x

2.0x

4.0x

6.0x

8.0x

1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q112

FLD/EBITDA SLD/EBITDA Other Sr Debt/EBITDA Sub Debt/EBITDA


As debt markets have recovered,the proportion of equity contributedto LBOs showed some signs ofreturning towards pre-recessionlevels.


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For Years Ended December 31, 2001 – 2011 and Q1 2012

Equity Contribution


Equity & Debt Contributions for Middle Market Transactions

15%

20%

25%

30%

35%

40%

45%

50%

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 Q1 12

>$50MM EBITDA <$50MMEBITDA

54.9% 56.5%45.9% 40.8%

50.9% 55.2% 50.6%

11.8% 7.9%10.7%

11.3%6.1% 4.4%

5.6%

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

0%

20%

40%

60%

80%

100%

2006 2007 2008 2009 2010 2011 1Q12Senior Debt Sub Debt Equity


At the end of 2011, private equityfunds were sitting on $424 billion ofdry powder. As this capital must bedeployed or not called, it will likelydrive LBO activity levels in upcomingyears.


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$436

$530$576 $560

$477$424

$0

$100

$200

$300

$400

$500

$600

$700

$0

$20

$40

$60

$80

$100

$120

$140

$160

$180

2006 2007 2008 2009 2010 2011

Cum

ulativeO

verhang

Cap

italR

aise

d

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


($ in billions)

Capital Overhang of U.S. PE Investors by Vintage Year1

$424 Billionin “Dry Powder”

(1) Estimated buying power calculated as the cumulative overhang divided by the three-year average equity contribution to LBOtransactions.

Source: Pitchbook.


Corporate cash reserves built upduring and since the economicdownturn are driving increasedcorporate appetite for M&A. U.S.corporate cash balances as apercentage of total enterprisevalue remain near record levelsand are driving interest in strategicM&A, especially for firms whichneed to grow via acquisitions todeliver above-market growth toinvestors.


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For Years Ended December 31, 2000 – 2010, and September 30, 2011

S&P 500 – Aggregate Corporate Cash Balances

For Years Ended December 31, 2000 – 2010, and September 30, 2011

S&P 500 – Debt and Earnings Levels

$0$200$400$600$800

$1,000$1,200$1,400$1,600$1,800

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 3Q2011

($1.00)

$0.00

$1.00

$2.00

$3.00

$4.00

$5.00

$6.00

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 3Q2011

Net Debt / EBITDA EPS

Source: CapitalIQ.


Private equity fundraising stabilized in2011 compared to 2010, albeit at afraction of 2007 levels. While the firstquarter of 2012 showed an increase incapital raised, it was raised by asmaller number of funds. Fundraisingcontinues to take much longer. It isincreasingly difficult for private equityfirms to raise capital without a historyof superior returns to investors.


14


U.S. Private Equity Fundraising by Year


U.S. Private Equity Fundraising by Quarter

0

50

100

150

200

250

300

350

$0

$50

$100

$150

$200

$250

$300

$350

2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011

Fu

nd

sC

losed

Cap

ital

Rais

ed

($in

billio

ns)

Capital Raised Funds Closed

0

20

40

60

80

100

120

140

$0

$20

$40

$60

$80

$100

$120

Funds

Clo

sed

Cap

ital

Rai

sed

($in

bill

ions

)

Capital Raised Funds ClosedSource: Pitchbook.


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In transactions involving privatetargets, there is an increased useof alternative financing structures,including seller notes (in low-yieldenvironments, some sellers areless averse to high-couponalternatives to mezzaninefinancing), equity rollovers andearnouts (tax and impliedcovenants to maximize earnoutsare a focus).

II. What’s Market in Legal TrendsA. Structure


The extent to which a target’srepresentations and warranties must beaccurate (e.g., in all respects, in all materialrespects or to an MAE standard) continuesto be a focus of attention duringnegotiations. MAE or materiality qualifierscontinue to be included in the vast majorityof acquisition agreements. Under Delawarecase law, MAE provisions have becomeextremely difficult to enforce.

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II. What’s Market in Legal TrendsB. Evolution of Conditions to Closing and

Remedies through M&A Boom, Crisis and Todayi. MAC Conditions


It is still common in private transactions forthe capitalization representation to becarved out.

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

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

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Remedies through M&A Boom, Crisis and Todayii. Seller Remedies


Targets are increasingly focused on certainty of closing and are lesswilling to agree to financing conditions. Buyers remain reticent to agreeto specific performance as a remedy if unable to obtain financing orunwilling/unable to close. RBFs bridge the gap by providing targetsmeaningful remedies and buyers certainty of maximum exposure.

Specific performance continues to be the prevalent remedy across alltransactions. However, in debt-financed transactions, financial buyersrarely agree to the specific performance remedy and are insistent on aPure Option RBF, a Financing Failure RBF or Two-tier RBF as theexclusive remedy. While this data is in the context of public companytargets, the rationale is applicable for private company targets as well.

In transactions in which the buyer is a shell company owned by afinancial sponsor, guarantees or equity commitment letters from thefinancial sponsor remain common.

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During 2011, RBFs for public company targets werein the range of 2% to 10% of enterprise value of thetarget. Half of deals with absolute cap RBFs are 5%or higher while 68% of deals with a cap for willfulbreach have RBFs of 5% or higher. Only 24% ofdeals with a cap for non-willful breach have RBFs of5% or higher. These amounts are transactionspecific and tend to be in greater ranges thantraditional break-up fees.

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II. What’s Market in Legal TrendsC. Post-Closing Purchase Price Adjustments

The prevalence of post-closing purchase priceadjustments continues to grow, especially in thecontext of private company acquisitions. Theseadjustments are used to make certain that thetarget is delivered to the buyer with apredetermined financial condition to avoid havingthe effective purchase price vary from the onethat is negotiated. As such, these provisions areheavily negotiated and are ripe for post-closingdisputes and litigation. Precise language in theseprovisions, particularly with respect to themeasurement of balance sheet items, is required.

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II. What’s Market in Legal TrendsD. Key Indemnity Terms

i. Generally

Indemnification terms continue to be the focus of a substantial amount of time and energyin negotiations. Not surprisingly, indemnification terms became generally more targetfriendly 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 dissipatedsomewhat. 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 privatecompany targets continued to be generallyin the 12 to 18 month range. The mostfrequent carve-outs continue to be for taxes,ownership of shares and assets,capitalization, due organization andauthority, broker’s fees, no conflicts,covenants and fraud. It is also notuncommon for representations regardingERISA and environmental matters to becarved-out of the survival period orsubjected to a longer survival period.

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iii. BasketsBaskets for breaches by private companytargets are most commonly under onepercent of transaction value. Deductiblebaskets continue to be marginally morecommon than first dollar baskets. The mostfrequent carve-outs continue to be forrepresentations regarding taxes, ownershipof shares and assets, capitalization, dueorganization and authority, ERISA,environmental, broker’s fees, and for fraud.Surprisingly, breaches of covenants aresubject to baskets in a significant minority oftransactions. Eligible claim thresholds (i.e.,“mini-baskets”) are also appearing in asignificant minority of transactions.

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iv. CapsIndemnity caps for breaches continue to befound in the vast majority of transactionsinvolving private company targets. Mostfrequently, caps are less than 10% ofenterprise value, although higher caps are notuncommon. Carve outs for caps continue tobe the topic of extensive negotiations, with themost frequent carve-outs being forrepresentations regarding taxes, ownership ofshares and assets, capitalization, dueorganization and authority, ERISA,environmental and broker's fees.

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v. Exclusive Remedy

In the vast majority of transactions involvingprivate company targets, indemnificationcontinues to be the exclusive remedy forbreaches. The most common carve-outs arefor fraud and intentional misrepresentations.Surprisingly, carve-outs for equitableremedies and breaches of covenants onlyappear in a minority of transactions.

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vi. Escrows and Holdbacks

Mean and median escrows and holdbacks in transactions involving private company targets continue toaverage approximately 10% of enterprise value, with the vast majority falling in the 5% to 15% range. Notsurprisingly, smaller transactions generally have a larger percentage of consideration placed in escrow.

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vii. Sandbagging

Anti-sandbagging provisions for the benefitof private company targets remain theexception rather than the norm. Pro-sandbagging provisions are included in asubstantial minority of transactions, whilemore than half of transactions are silent onthis point. There is conflicting case lawamong the states where the operativedocuments are silent with respect tosandbagging.

• Slide 76

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viii. Types of Damages

Of the transactions surveyed, none of theprivate targets were successful in limitingindemnification solely to out of pocketdamages. While a majority of transactionsare silent as to whether damages mayinclude a diminution of value, in 13% oftransactions diminution in value is expresslyincluded as a permitted type of damages,while in 17% of transactions it is expresslyexcluded. In a substantial minority oftransactions other types of damages areexpressly included (e.g., consequential andincidental).

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II. What’s Market in Legal TrendsE. Key Escrow Terms

The percentage of purchase priceplaced in escrow averagesapproximately 9%, withapproximately 60% of escrowamounts falling in the range of 5%to 15% of the purchase price.

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Escrow agreements provide that escrowedfunds are scheduled to stay in escrowpending final disbursement to the seller foran average of 19 months. The shortestescrow duration identified was 3 monthswhile the longest was 84 months.

According to J.P. Morgan, 86% of escrowagreements specify a termination date (themost prevalent being 18 months) and 28%provide for at least one scheduleddisbursement to the seller prior to the finaldisbursement. In deals with scheduleddisbursements, the average expectedduration of escrow jumps from 19 monthsto 25 months.

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Purchase price, working capitaladjustments, taxes and financialstatements continue to account for themajority of all claims.

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About AkermanAkerman is ranked among the top 100 law firms in the United States by The National LawJournal NLJ 250 (2012) in number of lawyers and is the leading Florida firm. With 500 lawyersand government affairs professionals, Akerman serves clients throughout the United States andoverseas 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 Counselmagazine, PLC Which Lawyer?, The Legal 500, Chambers USA, and other industry publicationsfor numerous practice areas.

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

About PNC


About Akerman’s M&A and Private

• 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 since2003 for Mergers & Acquisitions and Private Equity in Florida

• The Legal 500: Ranked as one of the leading Mergers, Acquisitions and Buyouts lawfirms 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, growthequity investments, recapitalizations, distressed debt and other distressed investments,and exits through private sales, SPACs, and IPOs

Equity Practice

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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 TreasuryManagement Study 2009-2011)

• 2011 Greenwich Award Winner in Financial Stability, Investment Banking, InternationalServices, 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 Northeastbased 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 financecompanies with $8B in original equipment costs under management

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

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

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• 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%

Harris Williams & Co. Overview

37


In preparing this presentation, Akerman Senterfitt has relied upon and assumed, without independent verification, the accuracy andcompleteness of all information available from public sources or which was provided to Akerman Senterfitt. This presentation is for discussionpurposes only and is incomplete without reference to, and should be viewed solely in conjunction with advice of Akerman Senterfitt with respectto the particular facts and circumstances of a particular transaction. The information in this presentation should be used as a baseline fordiscussion in the proper context, and may not be used in the context of any transaction in which Akerman Senterfitt has been engaged ascounsel. This presentation and the views expressed herein may not be used without the prior written consent of Akerman Senterfitt. AkermanSenterfitt 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. NeitherAkerman Senterfitt nor any of its directors, officers, employees or agents shall incur any responsibility or liability whatsoever in respect of thecontents of this presentation or any matters referred to herein. Due to space constraints the views expressed herein and contents hereof are bynecessity incomplete.

Disclaimer

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2012 m&a and private equity update

Documents

private companies

t e carl

t e martin

private transactions

t e e q u i t y

private equity funds

e t s u p d

private equity law