PRIVATE EQUITY/INVESTMENT FUNDS We provide strategic advice and legal counsel on all aspects of M&A transactions, acquisition financing, fund formation, direct investments and co-investment structuring for a variety of fund sponsors, institutional investors and other asset management clients. Our practice includes:

- Acquisitions of public and private portfolio companies.

- Portfolio company exits, including IPOs and divestitures.

- Growth equity investments.

- Debt and equity investments in portfolio companies.

- Transactional, corporate and securities advice for portfolio companies.

- Portfolio company recapitalization and restructuring transactions.

- Advising portfolio companies on transactional, securities and general corporate matters.

- Formation of private investment funds.

- Representation of institutional investors in private fund investments and direct co-investments.

- Structuring and organizing fund sponsor entities, including representation of principals.

- Direct lending transactions for private fund and other asset management clients.

- Acquisition financing.

- Counseling clients on investment advisory engagements.

We provide comprehensive counseling to our clients through the combined resources of leading corporate, securities, tax, ERISA, executive compensation and real estate attorneys. Many of our and investment fund attorneys have been recognized by Chambers USA and other authorities as leaders in their fields. Our lawyers regularly speak at national conferences and seminars on topics relevant to private equity firms, hedge funds and other asset managers.

Jenner & Block Contacts Tobias L. Knapp Mark A. Harris Co-Chair Co-Chair New York Office Chicago Office (212) 891 1655 (312) 923 8484 [email protected] [email protected]

© Copyright 2014 Jenner & Block LLP. 353 North Clark Street Chicago, IL 60654-3456. Jenner & Block is an Illinois Limited Liability Partnership including professional corporations. Attorney Advertising. Prior results do not guarantee a similar outcome.

REPRESENTATIVE TRANSACTIONS Below is a sample of clients that Jenner & Block has represented with respect to private equity M&A transactions, fund formation, acquisition financing, direct investments, co-investments and other transactions.

General Motors Asset Management Delaware Street Capital - Private equity and fund - Acquisition and subsequent sale of LC investments Manufacturing - Direct co-investment transactions - DIP financing of Hartford Computer Group KPS Capital Partners Guggenheim Partners Formation of private investment funds - Acquisitions of Labatt’s distribution business - in the U.S. and High Falls Brewing Company - Portfolio company acquisitions and related formation of North American - Multiple financing matters, including first and Breweries second lien credit facilities, subordinated - Acquisitions of Cloyes Gear and Products, loans and private placement of notes Jernberg Industries, Impact Forge, FormTech and the bearings business of Delphi Conversus Capital Automotive Systems and related formation of - $1.4 billion sale of portfolio of private equity HHI Holdings fund and direct investments to Harbourvest

Equity Group Investments/Sam Zell Duff & Phelps - $8.2 billion going-private transaction - Acquisition of an equity interest in, and involving the Tribune Company strategic partnership with, WR Managed Accounts Performance Equity Management Inflexion Private Equity Partners - Formation of a $650 million venture capital - U.S. counsel in connection with acquisition of a software solutions company - Numerous investments in private equity funds and venture capital funds - U.S. counsel in connection with of portfolio company - Numerous direct portfolio company investment transactions Universal Music Group Bayside Capital - Venture stage equity investments in media industry technology companies - Acquisition of substantially all of the assets of Service Net Solutions General Dynamics Corporation Pension Trust $25 million second lien term loan to Oasis - Multiple investments in private funds Legal Finance - Edgewater Arlington Capital Partners Initial investment and subsequent sale of Acquisition of ITS Services - - FishNet Security, Inc. - Acquisition of Science & Engineering Associates Merrick Venture Management Early-stage equity investments in various BB&T Bank - private technology companies - Acquisition of a -based investment advisory firm Health Care Service Corporation - Numerous sales or other dispositions of VC stage investments - Acquisition of VC fund portfolio company

© Copyright 2014 Jenner & Block LLP. 353 North Clark Street Chicago, IL 60654-3456. Jenner & Block is an Illinois Limited Liability Partnership including professional corporations. Attorney Advertising. Prior results do not guarantee a similar outcome.

OTHER REPRESENTATIVE TRANSACTIONS In addition to the transactions noted in the previous section, Jenner & Block attorneys have represented clients in the following matters while members of other law firms.

Evergreen Pacific Partners Liberty Partners - Acquisition of Gene Juarez Salons - Acquisition and subsequent sale of Edgenet Acquisition of Haney Transportation and - - Sale of Source Technologies Logistics - Sale of HealthX - Sale of Community Dental Services GTCR, LLC - Sale of RathGibson - Acquisition and subsequent sale of ATI Holdings - Sale of APS Healthcare Parthenon Capital - Acquisition of Regency Healthcare Group - Sale of Restaurant Technologies, Inc. Acquisition and subsequent sale of - - Co-investment with Lovell Minnick (also Landmark Aviation Airport Services represented Lovell Minnick) in Three Shores Bancorporation - Investment in The Townsend Group by Aligned Asset Managers, a GTCR portfolio - Acquisition of Renaissance Agencies by company Ascension , a Parthenon portfolio - Multiple acquisitions by Curo Health company Services, a GTCR portfolio company - Sale of Westcliff Laboratories, a Parthenon - Multiple acquisitions by Six3 Systems, a portfolio company GTCR portfolio company

Royal Bank of Scotland Harren Equity Partners - Equity investment in $24.7 billion leveraged - Acquisition of ArkLaTex Wireline Services of Corp. by TPG Capital and GS - Recapitalization of Spartan Energy Services Capital Partners Acquisition and subsequent sale of - - Acquisition of Erno Laszlo on behalf of RBS Professional Direction Equity Finance Recapitalization of Marianna Industries - - Significant minority equity co-investment to fund Babcock & Brown’s going private

acquisition of Coinmach Corporation on Hudson Ferry Capital behalf of RBS Special Opportunities Fund Equity investment in $24.7 billion leveraged - Investment in Ground/Water Treatment & - Technology buyout of Alltel Corp. by TPG Capital and GS Capital Partners - Investment in Mason Dixon Energy and its subsequent combination with OGM Land and - Represented consortium of six investors in its affiliated companies, Percheron equity investment in $12.3 billion going Acquisition and Percheron Surveying, to form private transaction Percheron LLC - Investment in Alcom, LLC

© Copyright 2014 Jenner & Block LLP. 353 North Clark Street Chicago, IL 60654-3456. Jenner & Block is an Illinois Limited Liability Partnership including professional corporations. Attorney Advertising. Prior results do not guarantee a similar outcome.