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  • 1.Welcome to Nashville!Business Department Retreat | Feb. 26 27, 2014www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC1

2. We Want to Hear From You! To join in our interactive questions throughout the day, please use your mobile device to answer! Via Text Message Send a text message with the keyword/number to 22333. Via Mobile Web Browser Follow along at www.pollev.com/bdbcbwww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC2 3. 2014 Business Department Retreat Building on Strengths, Focusing on OpportunitiesBruce C. Doeg Business Department Chair 4. Business Retreat Agenda Wednesday February 26, 2014 11:30 am 12:00 pm Registration (2nd Floor, Broadway Ballroom F) 12:00 pm 1:00pm Business Department Building on Strengths, Focusing on Opportunities Speaker: Bruce Doeg Buffet lunch will be served (Broadway Ballroom F) 1:00 pm - 3:00 pm Practice Group Presentations Securities-Tonya Grindon Corp M&A-Mark Carlson Real Estate-Bill Mendenhall Global Business-Doreen Edelman & John Scannapieco Tax-Biff Bayard IP-Edward Ramage Emerging Companies-Chris Sloan (Broadway Ballroom F) www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC4 5. Business Retreat AgendaWednesday February 26, 2014 (Contd) 3:00 pm 3:30 pm - Break 3:30 pm 5:00 pm Client Communication Best Practices Moderator: Adam Severson Panelists: Julie Boswell; Bob Brazier; Steve Eisen; Richard Mattern; Andy Rotenstreich (Broadway Ballroom F) 5:00 pm 5:30 pm Check into Hotel Rooms 5:30 pm 6:30 pm Reception (West Hallway) 6:30 pm 8:00 pm Progressive Dinner (Broadway Ballroom G) www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC5 6. Why Are We Here?www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC6 7. We Aspire To Be The Best Business Practice in the Southeast ClientsNature of RepresentationRepresent key clients in geography Represent key clients in critical industriesRepresent Boards and Special Committees Serve as outside General CounselCritical mass of public company clientsReputation Known across the region as a player in business (transactions/connections/advice/issues) Short list for key transactions and new companies coming into the region www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC7 8. Our Reality Demand is flat Competition has never been greater In-house counsel doing more and willing to pay less The economy is better but still fragilewww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC8 9. The Opportunity The South is hot We have built a magnificent machine We are adaptable Change is goodwww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC9 10. High Potential/Great Start International Technology Health IT IP Litigation Emerging Companies SALT Gaming Wireless Hospitality Long Term Care Tax Controversy REITwww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC10 11. Poll Question: In last 6 months have you sat down with General Counsel or in-house attorney to learn about their business plans for 2014? a. Yes b. Nowww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC11 12. www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC12 13. High Potential/Needs More Work Energy Board and Special Committee Representation Life Sciences Private Capital Formation Transportation Fund Work Manufacturing Financial Institutions Broker Dealer/RIA Government Contracts Regional Real Estate Portfolio Play Public Company Work www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC13 14. Poll Question: In which of the following industries do you have most clients? a. Energy b. Life Sciences c. Transportation d. Manufacturing e. Financial Institutionswww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC14 15. www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC15 16. What Have We Done So Far? Acquired and Built Talent Invested in Growing Areas Where Our Footprint, Ability to Bring Expertise and Make Connections Matter Developed Tools and Services that Bring Value to Our Resource Strapped Clients Increased Our Intensity of Client Focuswww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC16 17. Poll Question: If GCs had more time and resources, what would be the one thing they would most likely want to get done? a. Develop better litigation management b. Develop more proactive contract management c. Understand and proactively manage the companys IP d. Develop better expertise on a certain subject area e. Work on document retention f. Mentor/coach their in house staff g. Strategic planning h. Other www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC17 18. www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC18 19. What Have We Done So Far? (cont.) Aligned Marketing Dollars with Opportunities Built Staffing Models and Capabilities to Fit Client Needs and Opportunities Proactive Goal Management Developed Tools to Measure Progress Team Strategieswww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC19 20. Rev/Attorney Five Year Graphwww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC20 21. How Have We Done So Far, Where Are We Going and How Do We Get There?www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC21 22. A Look At Our Securities and Corporate Governance Practice Building on Strengths, Focusing on OpportunitiesTonya Mitchem Grindon Practice Group Leader 23. Where We Are Washington, D.C.VAKY Huntsville NashvilleTNMemphisARChattanoogaBirminghamTXLA Baton Rouge HoustonJackson MandevilleNCKnoxvilleALMSTri-CitiesMontgomeryNew OrleansSC GAAtlantaMaconFL OrlandoBaker Donelson Offices with Securities AttorneysFort LauderdaleOther Baker Donelson Offices www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC23 24. Poll Question: When we represent funds, is it for capital raises for the limited partnerships to get investors, or is it for portfolio investments? a.Fund Formation and Capital raise by Fund b.Investment by Fund into Portfolio Companies c.Bothwww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC24 25. www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC25 26. Who We Are / Our PracticePublic Company WorkPrivate Equity; Venture CapitalInvestment Management www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC26 27. Poll Question: What types of legal services do we provide clients in our Broker Dealer and Registered Investment Advisor practice? a.Formation of BDs/RIAs b.Compliance with FINRA and SEC c.FINRA and SEC investigations d.All of the abovewww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC27 28. www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC28 29. Our Public Company Clientswww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC29 30. Strengths Over the past five years, counsel for issuers on approximately: 30 public offerings Offering proceeds in excess of $5 billion Non-traded REIT industry Outside of major financial centers, Baker Donelson is one of only a small number of firms with both: Investment management practice and Private equity, hedge and venture capital funds practice www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC30 31. Poll Question: Is there a difference in representing small cap public companies vs. star WKSI public companies? a.No Both have same legal issues b.Yes Small cap public companies usually dont have in-house general counsels, so we typically serve as outside general counsel and do substantially more work c.Yes Large public companies have extensive in-house lawyers and we are engaged on a smaller scale and/or used only for local counsel workwww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC31 32. www.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC32 33. Our Recent Successes $8 billion dollar merger with Colonial Properties Trust Closed on October 1, 2013 Expansive role; worked on every step of the transaction, including the drafting of the Agreement and Plan of Merger, the preparation of the Joint Proxy Statement and Registration Statement, local counsel on the shareholder litigation, delivering tax opinions in connection with the transaction and closing the transactionwww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PCBond offering Served as corporate, securities and deal counsel inaugural public bond offering $350M offering closed on October 16, 2013 Attorneys were responsible for registering the debt, drafting the prospectus supplement, negotiating the covenant package and underwriting agreement, as well as the general closing deliverables33 34. Our Recent Successes Counsel to the special committee of the board of directors in the sale of substantially all of its assets to Flint Hills Resources (a subsidiary of Koch Industries) for approximately $160 million Advised on fiduciary duties of the board of directors under Delaware law in connection with the sale of assets and also assisted in drafting the asset purchase agreement, ancillary transaction documents and Information Statement on Schedule 14Cwww.bakerdonelson.com 2014 Baker, Donelson, Bearman, Caldwell & Berkowitz, PC34 35. Our Recent Successes Strategic Storage Trust, Inc. Issuers counsel in connection with a $1.0 billion follow-on public offering Closed in