Independent Capital Markets Advisory Earning Our Reputation Everyday In Strategic Finance

2nd Half 2019 C O N F I D E N T I A L Table Of Contents Table Of II. I. III. Biographies Representative Engagements OceanArc Capital Partners Overview C O N F I D E N T I A L I. OceanArc OceanArc Capital Overview Extensive Financing Advisory and Leveraged Finance Experience (1)

Utilizing 20+ Years of Advisory and Capital Markets Experience

Highlights Financing Advisory

◼ Trusted Advisor Mid Cap Energy ⚫ Numerous middle market and large cap clients have placed their Retailer Services (1) trust and confidence in the founder of OceanArc Capital Partners (pending) (pending) to deliver capital and advice on over $30B of critical financings $82.5mm $72.5mm $25.0mm $77.5mm ($14B in turnaround situations) ◼ Uniquely Qualified

⚫ 20+ year career that combines strategic capital markets advisory and leveraged finance at leading investment banks and advisory firms

– Miller Buckfire & Co. $7.5mm $175.0mm $135.0mm $20.0mm – , Capital, & GE Capital

⚫ Delivering a unique perspective as lender and borrower that Celebrating Our provides a clear advantage to the client via above market results Fourth Year ◼ Extensive ABL Experience Successfully Advising Clients ◼ 20+ years of experience advising, structuring, underwriting, and $250.0mm $51.0mm $20.0mm syndicating Asset Based Loans for LBO and turnaround situations ◼ Senior Level Execution Strategic Advisory

⚫ Senior level execution from organizational meeting to closing Mid Cap Large Cap Large Cap Mid Cap ⚫ We earn our reputation everyday by advocating and delivering optimal results for our clients Intermodal Beverage Vegetable Toy Company Company ◼ Independent, Conflict Free Advice Company Company

⚫ Not conflicted or burdened with other investment banking services (M&A, Equity, Restructuring, etc.) Sponsor Advisory

⚫ We specialize in advising companies in strategic advisory assignments that involve specialized or complex situations regarding asset-based loans and critical refinancing processes

(1) Includes Transactions with Prior Firms; Miller Buckfire and Morgan Stanley. 4 Proven Track Record (1) | Providing Critical Financings For Clients In All Industries

Retail & Consumer Industrials Auto TMT Transports Commodities Health Care

$1.2 billion Exit Acquisition Acquisition Financing $77.5MM Financing $250MM Refinancing $135MM Refinancing $2.0B Exit Financing $200MM Financing Financing Financing

Working Capital $230MM DIP Acquisition Acquisition $300MM Exit Facility $20MM Refinancing $700M Financing $51MM Refinancing Financing Financing Financing Financing

$100mm Working Capital Securitization $2.0BMM Facility $100MM DIP Facility Acquisition Acquisition Financing $115MM P Financing $330MM Financing (secondary) Financing Financing

$325MM Acquisition $175MM ABL Acquisition Financing $300MM Facility $200MM DIP Facility $200MM DIP Facility Acquisition Acquisition Financing Financing Financing Financing

Acquisition Working Capital Acquisition $164MM t Financing $790MM Financing $700MM Facility $425MM Refinancing Financing Financing Financing

Earning Our Reputation Everyday In Acquisition Acquisition Acquisition Working Capital Acquisition Working Capital Strategic Finance Financing Financing Financing Financing Financing Financing

(1) With Prior Firms Such As Miller Buckfire, Morgan Stanley, Barclays Capital, and GE Capital Select Strategic Refinancing Advisory Assignments

◼ OceanArc Capital Partners was engaged by Summer Infant (ticker: SUMR) to execute a on refinancing of its existing credit facility that had approximately $42mm outstanding and minimal availability due to the recent liquidation of a key customer. Successfully closed on a new $77,500,000 secured financing comprised of a $60,000,000 ABL and a $17,500,000 Term Loan. Both tranches have a 5 year maturity. $77,500,000 Financing

Exclusive Advisor To ◼ OceanArc successfully (i) optimized Summer Infant’s collateral, including brands, to maximize available liquidity The Company (ii) simplified covenants from a (a) max leverage and (b) FCCR to a single springing 1.0 FCCR and (iii) significantly reduced amortization. Improved liquidity by approximately $13mm; net of transaction costs.

◼ OceanArc Capital Partners was engaged by Power Solutions International (ticker: PSIX) to advise and assist with refinancing its balance sheet. Successfully closed on a new $135,000,000 secured financing comprised of a $75,000,000 ABL and a $60,000,000 Term Loan.

◼ Key areas of focus were optimizing the existing collateral and existing $125,000,000 Asset Based Facility and $135,000,000 Financing structuring a new Term Loan to provide incremental liquidity to fund the Company’s business plan while Exclusive Advisor To remaining in compliance with credit baskets within the indenture. Improved available/accessible liquidity from The Company ~$5mm to ~$40mm, including a 6 month covenant test moratorium on the term loan.

◼ OceanArc Capital Partners was engaged by Hellman & Friedman to provide strategic advice regarding collateral values, structuring alternatives, and execution with regards to Associated Materials as part of arranging a new $175mm ABL facility as part of its overall recapitalization.

$175,000,000 Financing ◼ Key areas of focus were valuations, syndication, credit agreement negotiation, and execution strategy as well as improved accessible liquidity in the borrowing base. Strategic Advisor To Sponsor And Company

◼ OceanArc Capital Partners was engaged by TAB Products LLC to arrange a new financing to recapitalize the Company and to finance an existing $10,000,000 secured facility with JP Morgan with a full set of maintenance covenants. After working alongside the Company for a year, as they sold their Calgary Records Center, TAB $7,500,000 Financing successfully closed a new $7,500,000 credit facility with a single springing debt service covenant providing for significant liquidity on an ongoing basis. Exclusive Advisor To The Company ◼ Key credit areas of focus were a significant underfunded pension plan, tight excess availability, and variable EBITDA performance due to the business re-positioning from analog to digital. 6 Value Proposition

OCP Offers Independent Advice, Targeted Access & Transparency, And Best Execution For Your Critical Financing

Access To The Full Spectrum Of Private Credit Markets Provide Transparency To “Shadow Markets”

◼ Changing Credit Markets Require Specialized ◼ Many Credit Funds Have Been in Existence for 2-10 Professionals That Understand The “Credit Box” For Years Unlike Banks With 50+ Year Reputations At Stake Banks And Alternative Debt Investors ◼ Multi-strategy Funds May Trade Distressed Credit, ◼ Due To Recent Bank Regulations And Alternative Provide Direct Lending, As Well As Have Distressed Credit Market Expansion, Lending Relationships For Strategies Transitional Companies Can Be Difficult To Predict ◼ Experienced Advisers Can Articulate Fund Background, And Manage Core Investing Thesis, Alternative Strategies, And Credit ◼ Achieving Best Execution For A Critical Financing Culture To Allow The Borrower To Carefully Select Their Depends On In-Depth Knowledge Of The Credit Box Debt Investors Of Regulated and Unregulated Credit Market Players

Advisor That Specializes In Strategic Finance Senior Level Execution

◼ Request For Proposal (RFP) Processes Typically Yields ◼ OceanArc Capital Partners Is NOT Simply A Capital Plain Vanilla Market Terms and Pricing (i.e. Borrower Introduction Firm, Senior Level Attention Goes Beyond finds themselves in a “market taker” position) Closing & Funding

◼ Best Execution Is Achieved When A Process Can Drive A ◼ Work Alongside Borrowers & Their Counsel To Credible Structure Into The Market And Create A Negotiate Fair and Balanced Clear Credit Facility Competitive Dynamic With Regards To Those Terms Documentation That Matter Most ◼ Competitive Fee Structures; not burdened by internal fee ◼ Credit Is Not A “One Size Fits All” Environment hurdles that subsidize other product groups and ◼ Experience As A Former Lender Allows Client To “ See inefficient cost structures Around Corners” To Avoid Surprises ◼ OCP Is An Integral Part Of Your Execution Team

7 Expert ABL Advisors

Expert ABL Advisors That Can Structure And Negotiate Borrowing Bases That Maximize The Value Of Your Collateral In All Transactions Ranging From LBO to Turnaround.

8 C O N F I D E N T I A L II. Representative Representative Engagements Liquidity Improvement and Financial Flexibility

Summer Infant (ticker: SUMR) ◼ Situation Overview • Successfully advised on the execution of an amend/extend $60,000,000 Asset Based Facility and a new $60 million ABL Facility $17.5 million Term Loan $17,500,000 FILO Term Loan to significantly enhance the company’s liquidity position. • Company had been exposed to significant working capital depletion due to certain legacy issues and a recent bankruptcy and ultimate liquidation of Toys R Us / Babies R Us. • The existing all bank credit facility (ABL / Term Loan) contained a 1.0 FCCR and a maximum leverage covenant that were tested at all times. – Additionally, the exclusion of TRU/BRU accounts receivable from the borrowing base upon the chap. 11 Exclusive Financial Advisor filing had a significant impact on liquidity and temporarily created an over-advance situation. – OceanArc Capital was engaged to opportunistically enhance Summer Infant’s liquidity position and create incremental headroom to enable management to pivot to offense and execute on a growth plan that allocated capital to new product initiatives.

◼ Summary of Results • Successfully executed a new amend/restated, five-year $60,000,000 ABL Facility at L+175/225. – Competitive financing process obtained competing commitments from other ABL lenders providing incentive for the incumbent lender to provide more favorable terms than the existing facility. – Replaced existing maintenance covenants with a single springing 1.0 FCCR covenant tested if excess availability is less than 10% of the borrowing base. • Successfully arranged a new five year $17,500,000 Term Loan at L+9.00%. – Shares same covenant as the ABL Facility, no maintenance covenants. – No equity dilution and minimal amortization. • Substantially increased liquidity from $1-2mm to approximately $13mm; net of transaction fees. – New five year pre-payable capital structure with significant liquidity to execute Company’s business plan.

10 Successful Term Loan Refinancing and Incremental Liquidity

Sbarro (Private) ◼ Situation Overview • Successfully advised on the execution of a new $25,000,000 Term Loan secured by Brand/IP values to refinance $25.0 million Term Loan a maturing $20,000,000 Exit Term Loan and significantly enhance the company’s liquidity position. • The financing was originally launched at $20,000,000 but OceanArc was able to opportunistically upsize the facility to $25,000,000 as a result of a competitive financing process and strategic credit positioning. • The original five year Exit Term Loan, as a result of the 2014 Chapter 11 Restructuring, was maturing with traditional cash flow leverage metrics out of range of an all bank financing. • OceanArc Capital was engaged to refinance Sbarro’s maturing term loan and opportunistically enhance Exclusive Financial Advisor Sbarro’s liquidity position to create incremental headroom to enable management to pivot to offense and execute on a growth plan that allocated capital to new initiatives.

◼ Summary of Results • Successfully executed a new five-year $25,000,000 Term Loan. – Original facility was launched solely to refinance a maturing $20,000,000 term loan. – OceanArc obtained competing term sheets from other lenders which provided Sbarro with options regarding lenders, terms, and pricing. • Successfully arranged a new five year $25,000,000 Term Loan priced at the tight end of market. – Flexible covenant package not tied to EBITDA or Leverage. – No equity dilution and minimal amortization. – New five year pre-payable capital structure with significant liquidity to execute Company’s growth plan.

11 Creative Liquidity Enhancement

Power Solutions International (ticker: PSIX) ◼ Situation Overview • Successfully advised on the placement of a new $75,000,000 Asset Based Facility and a $60,000,000 Term Loan $75 million ABL Facility $60 million Term Loan to significantly enhance the company’s liquidity position. • Company had been exposed to working capital strains due to strong organic growth over past three years resulting in tight liquidity. • The existing $125,000,000 ABL contained a moderately higher springing excess availability covenant that had a negative impact on availability. – Due to recent operating performance, the existing springing FCCR covenant effectively made any liquidity Exclusive Financial Advisor below the $15,625,000 trigger unavailable. – OceanArc was engaged to opportunistically enhance its liquidity position and create incremental headroom to enable management to execute on its business plan.

◼ Summary of Results • Successfully executed an amend/extend, five-year $75,000,000 ABL Facility at L+175/225: – Improved core borrowing base availability via structuring/negotiating expertise. – Replaced the $15.625mm springing FCCR test with a block against suppressed availability due to line size suppression, which created $15.625mm of ”accessible” liquidity. – No financial maintenance covenants. • Successfully arranged a new five year $60,000,000 Term Loan at 10.75%. – No equity dilution; covenant holiday through majority of first full year. – Delayed EBITDA covenant testing; commenced 6 months after closing • Substantially increased accessible liquidity by at least 2x for the company net of transaction fees. – New five year pre-payable capital structure with significant liquidity to execute Company’s business plan.

12 Liquidity Improvement and Financial Flexibility

Furniture Brands International (ticker: FBN) ◼ Situation Overview • Successfully advised on the placement of a new $200,000,000 Asset Based Facility and a $50,000,000 FILO Term $200 million ABL Facility Loan to significantly enhance the company’s liquidity position and remove any financial maintenance $50 million Term Loan covenants • Furniture Brands management had successfully navigated through challenging and economic conditions during 2008 - 2010 and continued to execute on its operational restructuring to reduce costs and increase free cash flow • The existing ABL contained duplicate accounts receivable ineligibles as well as a limiting inventory borrowing Exclusive Financial Advisor base structure that had a negative impact on availability – Additionally, due to recent operating performance, the existing springing FCCR covenant effectively made any liquidity below the trigger unavailable to Furniture Brands (previous level was $35mm) • Engaged to opportunistically enhance its liquidity position and create incremental headroom to sustain any downdrafts that may be caused by macro economic factors

◼ Summary of Results • Successfully syndicated a new five year $200,000,000 ABL Facility at L+225-300: – 10+ % improvement to the core borrowing base availability via structuring/negotiating expertise – Replaced the $35mm springing FCCR test with a $25mm availability block, which created $10mm of incremental “accessible” liquidity – Simplified the inventory portion of borrowing base to only be 85% of NOLV (eliminates lesser of concept) – No financial maintenance covenants • Successfully arranged a new five year $50,000,000 FILO Term Loan at L+1200 (no LIBOR floor): – No financial maintenance covenants; shared same $25mm availability block without duplication – No principal amortization or equity dilution • Increased liquidity for Furniture Brands by 290%, net of transaction fees – New five year pre-payable capital structure with significant liquidity (>$90mm) and no maintenance covenants

13 Liquidity Improvement and Financial Flexibility

Dots (Sponsor - ) ◼ Situation Overview • Successfully arranged a new $51,000,000 Senior Credit Facility to significantly enhance the company’s liquidity $35 million ABL Facility $16 million Term Loan position and remove any financial maintenance covenants • Dots faced a difficult Q4 and Q1 as the merchandising and operational missteps of prior management in early and mid-2012 exacerbated certain merchandising strategies that deviated from Dots’ core customer

• In 2013, the Company breached its leverage covenant under the existing credit facility and entered into a forbearance agreement with its existing lenders Exclusive Financial Advisor • Engaged to refinance the Company’s capital structure, enhance its liquidity position and alleviate pressure from the Company’s financial covenants as Dots continued its operational turnaround

◼ Summary of Results • Successfully arranged a new four year $51,000,000 Senior Secured Credit Facility comprised of:

– $35,000,000 Asset Based Revolving Credit Facility at L+450 bps (50 bps LIBOR floor):

o 120% Advance Rate on NOLV on Eligible Inventory

o Significant increase in revolver availability/liquidity as a result of the new ABL structure

o No financial maintenance covenants

– $16,000,000 “Stretch ABL” Term Loan at L+925 (50 bps LIBOR floor):

o No financial maintenance covenants

o $600,000 quarterly amortization commencing March 31, 2014

• Increased liquidity for Dots by over $15 million, net of transaction fees

14 Liquidity Improvement and Financial Flexibility

Iracore International Holdings, Inc. (Sponsor - FF&L) ◼ Situation Overview

• Successfully arranged a new $20MM Senior Secured Credit Facility for Iracore International Inc. (“Iracore” or $20 million Term Loan the “Company”) to significantly enhance its liquidity position

• Iracore, acquired by FFL Partners (“the Sponsor”) in 2013 for $227MM, is a developer and manufacturer of elastomeric coated pipes, which transport highly abrasive materials and are primarily used in the Canadian Oil Sands and in mining applications

• The Company faced declining orders and diminishing liquidity due to the sustained depressed oil price environment Exclusive Financial Advisor • Iracore was previously capitalized with a $15MM Asset Based Facility and $125MM of 2L 9.5% Secured Notes, however due to the declining revenues and associated effects on working capital, the Company’s borrowing base had diminished to $5MM - $8MM of availability

• The Company was seeking a non-dilutive, pre-payable credit solution that provided certainty of funding while not burdening Iracore with traditional maintenance covenants given the 2L notes

◼ Summary of Results

• Sponsor wanted to run a discreet financing process, advisors contacted a targeted cross section of the credit markets in order to provide Iracore with a selection of structure, price, terms and amounts

– The investor base consisted of only 20 firms broken down as follows: six commercial banks, six specialty finance companies, three BDCs and five credit funds

• Upon launching the deal, advisors began privately discussing a structure that was comprised of a springing EBITDA covenant package based on minimum liquidity levels, a structure only previously utilized in the asset- based market

– The cash flow term loan market was very receptive and provided commitment letters reflecting differing levels of liquidity upon which an EBITDA covenant would be tested

• The new five year term loan provided incremental liquidity of $20MM, priced at L+900, and also contained favorable equity cures (applied to the liquidity trigger in the event the EBITDA covenant were to be tested) in terms of frequency and amount 15 C O N F I D E N T I A L III. Biographies Senior Leveraged Finance and ABL Banker

20+ Years Of Prior Relevant Experience

OceanArc Capital Partners Managing Partner

Miller Buckfire & Co. Managing Director; Head of Debt Capital Markets

Morgan Stanley Managing Director; Head of Strategic Finance and ABL Capital Markets

Barclays Capital Director; Head of Strategic Finance and ABL Capital Markets

Ron Kubick GE Capital Senior Vice President; Retail & Restructuring Finance Group Managing Partner; Founder Senior Vice President; Risk Management & Underwriting Manager; Collateral Audit Group (i.e field exams, collateral analysis)

Contact Information: Senior strategic financing professional with over 20 years of banking experience in leveraged finance and investment banking roles providing issuers and clients with capital and advice for situations ranging from buyouts to turnarounds. 30 Old Kings Highway South Suite 214 He has created and led strategic finance groups at Morgan Stanley and Barclays Capital and has a proven track record in areas of risk Darien, CT 06820 management (credit & underwriting), origination, execution, and syndication having provided $30B of new issue capital ($14B in turnaround situations) while leading Strategic Finance and ABL Capital Markets groups, all with zero losses on credit & syndication. Phone: (203) 202-2075 Mobile: (203) 733-3558 As a financial advisor, he has advised companies & creditors regarding strategic financings, credit facility amendments, and Email: [email protected] restructurings. Select strategic financing advisory assignments include financing for Summer Infant ($77.5mm), Associated Materials ($175mm), Power Solutions International ($135mm), Furniture Brands ($250mm), Dots ($51mm) and Iracore ($20mm). Select sponsor related strategic advisory assignments include Hellman & Friedman, TH Lee, and with regards to their portfolio companies.

Select turnaround finance transactions include financings for such firms as Visteon ($700mm POR), Dana Corp ($2.0B POR), Delta Airlines ($2.5B DIP), and Remy Int'l ($330mm POR) along with DIP financings for Laidlaw ($200mm), Kmart ($2.0B), Dura Automotive ($300mm), Amtrol ($115mm) and Allied Holdings ($230mm). 17 TM

Earning Our Reputation Everyday In Strategic Finance

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