Impact Resource ManagementBliss

Firm Overview

•ABKC, predecessor firm, founded in 2004 by Alexander B.

Kasdan

•Private middle-market advisory investment banking firm

•Big firm expertise and capabilities for the middle market

•Proven track record and commitment to client service

•Collective expertise: mergers and acquisitions, corporate

finance, restructuring, law, real estate

•“Senior Advisors for Senior Transactions”

Firm Summary

•Convergence partners have significant corporate finance, M&A and research expertise

•15 years plus each at major Wall Street investment banks and leading corporate law firms

•Alex Kasdan served as Associate General Counsel at Schlumberger Ltd., a Fortune 100 company, overseeing acquisition and divestiture activity

Firm Summary

•Collective expertise: valuation, corporate finance, mergers and acquisitions, distressed analysis, restructuring, real estate

•Businesses in transition

•Distressed companies / bankruptcies

•Bondholders and shareholders committee representation

•Acquisitions and divestitures

•Debt and equity financing

•Real estate and structured finance

•Cross-Border Advisory

Firm Summary

Firm Summary

Paul Hastings

Selected Representative Clients• Schlumberger Ltd.*

• Phillips-Van Heusen Corporation*

• Lukoil*

• ORT*

• Media-Most, NTV*

• StoryFirst Communications*

• Paxar Corporation*

• Furr’s Supermarkets*

• The Penn Traffic Company*

• Warnaco Group, Inc. (Bank Steering

Committee)*

• Opal Concepts, Inc.*

• Fantastic Sams*

• Kalmbach Publishing Co.*

• Griffin Land & Nurseries, Inc.*

• Placer Dome*

• KubanElectrosvyaz*

• Valley Federal Savings Bank*

• First Australia Prime Income Fund*

• The Putnam Funds*

• Elan Pharmaceutical*

• Panoz Automotive*

• Advanced Health Corporation*

• Universal Stainless & Alloy Products,

Inc.*

• Solvalub Ltd.*

• Chase Capital Partners*

• Chemical Venture Partners*

• Florida Capital Partners** Clients of Convergence principals while at other firms.

Selected Representative Clients• Quatar Investment Authority/Fisker

Automotive*

• Gold Star Foods, Inc.*

• CSK Auto, Inc.*

• Mandalay Resort Group*

• UniSource Energy Corporation*

• Kohlberg Kravis Roberts (KKR)*

• UnitedGlobalCom, Inc.*

• UPC Polska Inc.*

• American Industrial Partners*

• O’Sullivan Industries

• Guess?, Inc.*

• Merrill Lynch/Hewlett Packard*

• Merrill Lynch/SunAmerica Inc.*

• Occidental Petroleum Corporation*

• CSFB/The Titan Corporation*

• DLJ/HAD Parts System, Inc.*

• Global Crossing Ltd.*

• Cendant Corporation*

• Insight Enterprises, Inc.*

• Fox, Inc.*

* Clients of Convergence principals while at other firms.

Industry Coverage• Staffing

• Retail and Supermarkets

• Branded Consumer Products

• Apparel

• Business Services

• Food

• Building Products

• Industrial Manufacturing

• Media and Telecommunications

• Petrochemicals

• Healthcare

• Real Estate

• Gaming and Lodging

• Technology

• Vitamins and Supplements

• Publishing

• Distribution

• Construction

Services• Strategic and Pre-Transaction Advisory

• Business Valuations

• Mergers, Acquisitions and Divestitures

• Debt and Equity Financing

• Restructuring

• Real Estate Solutions

• Structured Finance

• Cross-Border Advisory

Selected Recent Transactions

• Independent business valuation in adverse market conditions and under lender pressure

• Rendered valuation opinion and advisory to the Board of Directors

Selected Recent Transactions

• 2010 - toughest market environment in decades• Sale to an East Coast-based strategic acquirer at above-market 7.5x EBITDA• Employment contract and incentive package for seller-owner• Owner continues to run the business for HowardBerger Company

Selected Recent Transactions

• Distressed company sale to a private equity financial buyer• Strategic deal• Section 363 bankruptcy sale• Transaction completed in record time – 3 months

Selected Recent Transactions

• Sale to a strategic buyer• Owner continued to run the business for SelectRemedy• “Happy to serve as client reference in a win-win strategic acquisition.”

Patty DeDominicFounder and CEO of PDQ Personnel

Selected Recent Transactions

Selected Recent Transactions

Selected Recent Transactions

“We consider the Convergence team to be thorough, smart and aggressive. Ore Hill will certainly consider you again for future assignments.”

John Irish, Partner/Director of Research

Ore Hill Capital

“Alex Kasdan stepped into a difficult, time-sensitive and precarious situation and played a pivotal role in facilitating a transaction that provided substantially greater value that any other available alternative." 

David Kupetz, PartnerSulmeyerKupetz

"On a difficult transaction, Alex Kasdan was creative, thorough and aggressive.  He anticipated issues before they arose and was responsive and there when we needed him.  He ran a very successful 363 auction, under extreme time pressure, while managing multiple constituencies.  It's hard to imagine anyone doing a better job in the distressed m&a space than Alex.”

Jim BaerPartner, Baer & Troff, LLPResponsible Officer, eStyle, Inc.

Selected Testimonials

“Convergence delivered smart, out-of-the-box thinking and flawless execution -- from identifying the right funding source to getting the deal (a complex acquisition and debt/equity financing) closed.  All of this in a very challenging market environment.   We would highly recommend the Convergence team to other companies for their M&A and financing advisory needs.” 

Ron Vaisbort, CEOManana Media, Inc.

“In fulfilling the engagement in a timely manner Convergence demonstrated significant expertise in valuing businesses in financial distress as well as a deep understanding of the industry and market dynamics. Principals of Convergence are professional, experienced and tenacious. They have consistently provided my firm with the highest quality of work which was thoroughly researched, well documented and as importantly, delivered on time. Moreover, I found the principals to be extraordinarily knowledgeable, engaging and helpful.

If you are looking for an excellent investment banking firm, I believe that Convergence can provide the service you seek.”

Lawrence D. Bain, ChairmanProLink Solutions, LLC

Selected Testimonials (cont.)

“Happy to serve as client reference in a win-win strategic acquisition.

Patty DeDominicFounder and CEO of PDQ Personnel

“Alex’s business insight and financial acumen have been of tremendous value to APS Assist.  His experience and skills enable him to provide critical insights.”

Joe Reyes, Chief Executive Officer, APS Assist, Inc.

“Alex undertook a project for a client of ours and did so with the highest level of professional skill and expertise. Although the project did not consummate, for entirely unrelated reasons, I was very impressed with the manner in which Alex handled the conceptual, strategic and technical aspects of the project as well as his ability to deal with challenging client personalities.

I consider Alex to be one of the most talented professionals in his industry in the Los Angeles area, and I would not hesitate for a moment to continue to refer clients to him.”

Tim C. BruinsmaPartner, Fulbright & Jaworski L.L.P

Selected Testimonials (cont.)

Principals’ Backgrounds

Alexander B. Kasdan is a Founding Partner of Convergence Capital Partners, LLC and its predecessor company, ABKC.  He has more than seventeen years of investment banking, real estate, corporate law and corporate strategy experience. Since 1988, Mr. Kasdan has executed over 100 domestic and cross-border transactions totaling more than $10 billion in overall volume in a variety of industries. Prior to founding Alexander B. Kasdan Company Limited, Mr. Kasdan was an investment banker at Barrington Associates in Los Angeles, where he headed the restructuring group, Peter J. Solomon Company, Credit Suisse First Boston and Merrill Lynch.

Mr. Kasdan practiced law with O’Melveny & Myers LLP (formerly O’Sullivan Graev & Karabell LLP) and Paul, Hastings, Janofsky & Walker LLP (formerly Battle Fowler LLP), where he specialized in mergers and acquisitions, private equity and corporate finance transactions.  In addition, Mr. Kasdan served as Corporate Counsel in charge of business development at Schlumberger Ltd., a global oilfield and information services company.

Mr. Kasdan graduated magna cum laude from Middlebury College with a B.A. degree in Economics and Italian and was elected to Phi Beta Kappa during his junior year. In addition, he holds a J.D. degree from Columbia University Law School and has studied at the University of Florence in Italy. Mr. Kasdan is admitted to the Bar in the State of New York.

Mr. Kasdan is a Senior Advisor to Governance and Transactions LLC, an advisory firm established in 2003 by Mr. James L. Gunderson, former Secretary and General Counsel of Schlumberger Limited, to assist boards, management and owners with corporate governance, compliance, structuring and strategic transactions.

Mr. Kasdan is a frequent speaker on the subject of mergers and acquisitions, corporate finance and restructuring, including as organizer of the Conference at the Anderson School at UCLA on "Buying and Selling a Company in a Tough Economy - How to Optimize Price and Liquidity in a Buyer's Market." Mr. Kasdan has published articles on the subjects of mergers and acquisitions and corporate finance.

Howard Liberson is a Senior Advisor to Convergence Capital Partners, LLC.

Mr. Liberson has a very broad background in law, finance, accounting, and entrepreneurial ventures.  He began his legal career as a post-graduate law clerk to the Honorable James M. Ideman of the U.S. District Court for the Central District of California.  As a law clerk, Mr. Liberson assisted the Judge in all civil trial aspects including review and analysis of pleadings, motions, and proposed orders, as well as conducting pre-trial settlement conferences and drafting court orders.  Mr. Liberson subsequently worked with the law firms of Skadden, Arps, Slate, Meagher & Flom LLP and Morrison & Foerster LLP as a corporate attorney and litigator, respectively.  After practicing law, Mr. Liberson became an investment banker at Credit Suisse First Boston.  Mr. Liberson has extensive experience in several industries, and has advised clients and executed transactions ranging from mergers, acquisitions, and debt and equity capital raises to venture capital financings, bank financings, and restructurings.  Mr. Liberson has worked on over 40 transactions totaling in excess of $25 billion.Most recently, Mr. Liberson was the CFO and a founder of American Discovery – the global leader of legal document review and research services.  Before practicing law, Mr. Liberson worked as a Certified Public Accountant for an accounting firm in Chicago. Mr. Liberson is a graduate of The Wharton School of Business, University of Pennsylvania (MBA with Honors); Loyola Law School, Los Angeles (Order of the Coif, Dean’s Scholar, Law Review Executive Board member); and UCLA (BA in Economics – Business, Honors graduate). He holds Series 7 and 63 licenses from the NASD, is a member of the State Bar of California and the Los Angeles County Bar Association, and was previously a member of the American Institute of Certified Public Accountants.

James L. Gunderson is a Senior Advisor to Convergence Capital Partners, LLC.

Mr. Gunderson is owner and chief executive of Governance and Transactions LLC, an advisory firm he established in 2003 to assist boards, management and owners with governance and compliance issues, particularly in connection with strategic transactions and industry changes. Typical clients are leading companies in the oil and gas or high technology equipment industries, including companies listed on the major US and European exchanges, as well as private equity owned businesses.

Mr. Gunderson spent 18 years with Schlumberger Limited (www.slb.com), including nine years based in Paris and three years as Secretary and General Counsel. He was actively involved in Schlumberger’s expansion in international drilling in the mid-1980s and subsequent exit of that business in 1999, and Schlumberger’s exit of high technology manufacturing businesses in the late 1980s and 1990s followed by its entry into system integration in 2001. He played a leading role in the strategic planning, management integration, and changes in governance associated with many of those transactions. At Schlumberger Mr. Gunderson was instrumental in implementing best practices in listed company board governance, corporate social responsibility, and international legal compliance.

Mr. Gunderson subsequently served as General Counsel of Vetco International (www.vetco.com) before its sale to GE in early 2007. While there he focused on pre-IPO private company governance and foreign corrupt practices act compliance.

Mr. Gunderson is Chairman of the National Association of Corporate Directors’ New York Chapter (www.nacdny.org) and co-developed one of the NACD’s national governance courses. He has been a frequent speaker at national and international governance, law and business conferences, and a guest speaker at law and business schools in various parts of the world. Mr. Gunderson has written extensively on corporate governance for Oil, Gas and Energy Law Intelligence (www.gasandoil.com/ogel), and other publications. Mr. Gunderson received a BA degree in philosophy from the University of California, Santa Cruz, and a JD from the University of California, Hastings College of the Law. He has participated in executive education courses in finance and strategic planning at Insead, NYU and Wharton.

Lawrence N. Hurwitz, Senior Advisor, was born in Austin, TX, and attended the University of Texas and Harvard Graduate School, receiving his MBA and matriculating into the doctoral program.

After graduate school, Lawrence went to Wall Street and was active in investment banking. He also served as CEO of his family business, a chain of retail stores.Mr. Hurwitz moved to Los Angeles in 1990 and founded Lawrence Financial Group, a California investment banking firm. Since its founding, Lawrence Financial has provided approximately $7 billion in financing for several hundred California companies. Loans have been provided on accounts receivable, inventory, equipment and real estate. Other areas of specialization have been purchase order financing and raising funds on intellectual properties such as brands and trademarks.

Mr. Hurwitz lives in Brentwood and has two children.

Anna Spektor is Director of Marketing and Business Development.

Ms. Spektor is the Founder of Expert Presence, LLC, a national strategy and business development advisory firm that develops and implements specialized and cost-effective programs for professional services firms in law, accounting, financial services and other fields.  

Prior to founding Expert Presence, Ms. Spektor served as Director of Business Development with Smart Marketing, Inc, an attorney and financial services marketing firm, and Director of Business Development and Community Relations for Wachbrit & Associates, PC., a Southern California estate planning firm, where she spearheaded marketing, business development and public relations.

Ms. Spektor also held a position of Business Development / Commercial Lending Officer with National Bank of California.

Ms. Spektor received a Bachelor’s Degree in Economics from California State University-Northridge.

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ContactConvergence Capital Partners, LLC

1801 Century Park East, 24th Floor

Los Angeles, CA 90067

USA

1.310.770.1327 phone

1.310.496.2434 fax

www.cvgpartners.com

info@cvgpartners.com