MERGERS AND ACQUISITIONS 2012 REPRESENTATIVE TRANSACTIONS

When companies want Q. to marry, who performs the ceremony?

Manatt. A. . Structuring transactions that transform business. Who is in on the Q. ground floor of emerging deal trends? A. Manatt’s M&A Lawyers. Our M&A lawyers believe that the next few years will see an uptick in M&A activity in the financial services sector. We base that thinking on the three recent deals which, taken together, would seem to herald an emerging trend in the financial institutions sector. These deals involved large investment banks and include the Stifel purchase of KBW, Leucadia’s merger with Jefferies, and Houlihan Lokey’s acquisition of Milestone Advisors. The Houlihan-Milestone transaction was one the year’s highest-profile advisory firm mergers. The asset acquisition more than tripled the number of professionals at Houlihan Lokey focused on financial institutions advisory work and better positioned Houlihan Lokey to take advantage of the expected surge in M&A deals—banks buying and selling banks—that has already started.

What made the deal unusual—and a possible template for other such deals—was that, being advisory firms, the value of both companies was almost entirely in their people—as opposed to products or IP assets. Human capital is difficult to value, especially since it can walk out the door on two weeks’ notice. If this deal was to be successful, Milestone’s people needed to be convinced to stay with the new company.

Accordingly, Manatt’s labor & employment and executive compensation attorneys were kept busy negotiating and executing customized offer letters and employment agreements, each with its own version of noncompete clauses and other covenants. Each agreement needed to be tailored to the specifications of its jurisdiction, which vary widely from state to state. Our litigation practice was involved as well. Since Milestone had litigation still pending as the deal was taking place, our attorneys were brought in to assess successor liability issues. With all departments running on all cylinders over the holidays, we pulled together to get this deal successfully closed, right on time. Psyop Media Company BMG Rights Management Partnership Restructuring and Acquisition of R2M Music Business Combination

Counsel to Psyop Media Company Counsel to Buyer January 2012 February 2012

Paskal Lighting True Grits School Uniforms, Inc. Sale to Production Resource Group Sale to Parker School Uniforms, a Portfolio Company of Blue Sage Capital

Counsel to Seller Counsel to Seller February 2012 February 2012

EZ Lube, LLC INgrooves Sale to Henley Pacific LA, LLC Acquisition of Fontana Distribution, LLC, a subsidiary of Universal Music Group $43 million

Counsel to Seller Counsel to Buyer March 2012 March 2012

Health Plus Novellus Systems Sale of Medicaid Managed Care Sale to Lam Research Operating Assets to Amerigroup Corp. $3.3 billion $170 million Counsel to CEO and COO of Counsel to Seller Novellus Systems April 2012 May 2012

3 Manhattan Bancorp and SRS Labs, Inc. Bank of Manhattan Sale to DTS, Inc., in a Cash-and- Merger with Professional Business Bank Stock Transaction $150 million Counsel to Manhattan Bancorp and Bank of Manhattan Counsel to Covert & Co. June 2012 June 2012

Hughes Telematics, Inc. TELSCAPE Communications, Inc. Sale to Verizon Communications, Inc. Acquisition of Sage Telecom, Inc. $612 million

Counsel to seller’s financial advisor, Moelis & Company, LLC Counsel to Buyer July 2012 July 2012

RemitPro McKinney Communications Acquisition by Financial Sale to South Korea-based Transmission Network, Inc. Cheil Worldwide

Counsel to Seller Counsel to Seller July 2012 July 2012

International 3D Society Mandalay Digital Group Merger with 3D@Home Acquisition of Logia Group

Counsel to International 3D Society Counsel to Buyer August 2012 August 2012

4 InterDent, Inc. NextWave Wireless, Inc. Sale of Dental Practice to H.I.G. Sale to AT&T Bayside Debt & LBO Fund II, L.P. $600 million

Counsel to Executive Management Counsel to seller’s financial advisor, of InterDent, Inc. Moelis & Company, LLC August 2012 August 2012

Yale-New Haven Hospital Cydcor, Inc. Acquisition of Certain Assets of the Leveraged of U.S. and Hospital of Saint Raphael Canadian Business Operations Assets From Golden Gate Capital $160 million and JP Capital Partners Counsel to Executive Management Counsel to Buyer of Cydcor, Inc. September 2012 September 2012

ClearAccess Valutech Outsourcing, LLC Sale to Cisco Systems Sale of Majority Interest to Golden Gate Capital and Clover Technologies Group, LLC

Special Counsel to Investor, DFJ Frontier Counsel to Seller September 2012 October 2012

Candle Lamp Company, LLC Blue Bottle Coffee Acquisition of The Sterno Group Sale of Stake to Venture Investors

Counsel to Cofounder, Counsel to Buyer Blue Bottle Coffee October 2012 October 2012

5 MerchantWarehouse.com, LLC ARAMARK Acquisition of Beacon Payments, LLC Spin-off of Seamless North America, LLC

Counsel to Buyer Counsel to Houlihan Lokey October 2012 October 2012

American Energy Operations, Inc. Big Strike, LLC Sale of Assets to Acquisition of Green Mochi, LLC BreitBurn Energy Partners L.P. $100 million Counsel to Buyer, Big Strike, LLC, a portfolio company Counsel to Seller of The Gores Group, LLC November 2012 November 2012

Tax Credit Co. BMG Rights Management Recapitalization by Acquisition of Famous Music Veronis Suhler Stevenson and Virgin UK Catalogs

Counsel to Tax Credit Co. Counsel to Buyer November 2012 December 2012

MANN+HUMMEL GmbH Account Control Technology, Inc. Purchased the Remaining Acquisition of Diamond D 50 Percent Interest in Purolator Filters NA, LLC, from Bosch

Counsel to Buyer Signed December 2012 Counsel to Buyer Closed March 2013 December 2012

6 LOGO AREA LOGO AREA

CapellaHeritage Photonics, Oaks Bank Inc. CapellaHoulihan Photonics, Lokey Inc. AcquisitionSeries B Preferred of Coast Stock National Financing Bank’s SeriesAcquisition B Preferred of Milestone Stock Financing Advisors MorroLine Bay 3Branch Line 3 $ $ if there’s a first line if there’s a first line Counsel to Buyer Counsel to Buyer NovemberDecember 2012 NovemberDecember 2012

LOGO AREA LOGO AREA

TheCapella Queen’s Photonics, Health Systems Inc. MandalayCapella Photonics, Digital Group Inc. SeriesAcquisition B Preferred (Out of Stock Bankruptcy) Financing of SeriesAcquisition B Preferred of Stock skyrockit Financing Hawaii MedicalLine 3Center West Line 3 $ $ if there’s a first line if there’s a first line Counsel to Buyer Counsel to Buyer NovemberDecember 2012 NovemberDecember 2012

LOGO AREA LOGO AREA

PrecisionCapella Photonics, Aviation Group Inc. AmericanCapella Card Photonics, Services, Inc. LLC SeriesSale Bto Preferred PNC RiverArch Stock FinancingCapital SeriesCentral B Preferred Pay Systems, Stock Financing LLC Line 3 HomelandLine Payments, 3 Inc. Sale to Total Merchant Services $ $ if there’s a first line if there’s a first line CounselCounsel to Houlihan to Buyer Lokey CounselCounsel toto SellersBuyer NovemberDecember 2012 NovemberDecember 2012

LOGO AREA LOGO AREA

Capellagamigo Photonics, Inc. Inc. CapellaI-5 Publishing Photonics, LLC Inc. SeriesAcquisition B Preferred of Certain Stock GamingFinancing SeriesAcquisition B Preferred of BowTie,Stock Financing Inc. Assets ofLine Outspark, 3 Inc. Line 3 $ $ if there’s a first line if there’s a first line CounselCounsel to Buyer Counsel to Buyer NovemberFebruary 20132012 NovemberFebruary 2013 2012

7 Targeting growth opportunities. M&A—aligned with your business goals

Behind every M&A transaction there’s a business goal—a goal INDUSTRY EXPERIENCE: you’ve worked hard to develop, articulate, and advance. At yy Financial services Manatt our M&A group works to fully understand that goal, and only when we’ve grasped every dimension do we put yy Healthcare together an M&A strategy fully aligned with it. yy Entertainment and media Once we know what you need to accomplish, we assemble a deal team that finds the path of least resistance. That team yy Technology finds the opportunities, assesses the risks, and removes yy Consumer products the obstacles. It brings the skill sets of seasoned attorneys yy Energy from multiple practice areas. Our antitrust, environmental, real estate, IP, tax, labor and employment, and executive yy Real estate compensation practices are all regularly represented on our more complex transactions.

Talent to spare Our deal teams draw from a deep pool of standout talent— AREAS OF FOCUS: senior-level lawyers who manage your transaction from letter yy Mergers of intent through final closing. We combine Wall Street savvy with a nimble, service-oriented approach. yy Stock and asset purchases • Our due diligence strategies focus on key value drivers that align with your business strategy yy Going-private transactions • Our transaction structures are designed to be tax-efficient, while tailored to your market position yy Cross-border and domestic deals • Our group advises and negotiates all aspects of the deal—from financing to regulatory approval and from yy Leveraged and operational concerns to closing and post-closing matters management • Our attorneys liaise with regulatory agencies, including yy Strategic acquisitions the SEC, FTC, and DOJ and spin-offs

Furthermore, our follow-through capabilities include rapid yy investments and response times that help clients seize opportunities, especially acquisitions when quick decisions and fast turnaround can mean the difference between success and failure. yy Tender and exchange offers Buy side/sell side yy Unsolicited offers and We serve a broad range of clients on both the buy and sell takeover defenses sides, including: yy Fairness opinions • Public and private companies • Entrepreneurs yy Special committee representations • Family-owned businesses • Private equity funds yy Proxy contests • Large multinational corporations yy Share exchanges

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