PRIVATE EQUITY REPRESENTATIVE TRANSACTIONS

Who brings both Q. transactional prowess and industry savvy to the private equity space?

Manatt. A. Private Equity. The value of deep industry knowledge. Hanley-Wood Avidbank Holdings, Inc. Unitranche Refi nancing Private Placement of Common Stock $145 million $16 million

Counsel to Hanley-Wood, a portfolio company of Oaktree Capital Management Counsel to Avidbank Holdings, Inc. July 2013 June 2013

Hanley-Wood Hanley-Wood Add-On Term Loan Financing 1st and 2nd Lien Financing $40 million $105 million

Counsel to Hanley-Wood, Counsel to Hanley-Wood, a portfolio company of a portfolio company of Oaktree Capital Management Oaktree Capital Management May 2013 January 2013

BMG Rights Management Precision Aviation Group (a joint venture of Bertelsmann AG Sale to PNC RiverArch Capital and Kohlberg Kravis Roberts & Co.) Acquisition of Famous Music and Virgin UK Catalogs

Counsel to Buyer Counsel to Houlihan Lokey December 2012 December 2012

1 Tax Credit Co. Big Strike, LLC Recapitalization by Acquisition of Green Mochi, LLC

Counsel to Buyer, Big Strike, LLC, a portfolio company Counsel to Tax Credit Co. of The Gores Group November 2012 November 2012

Candle Lamp Company, LLC MerchantWarehouse.com, LLC Acquisition of The Sterno Group Acquisition of Beacon Payments, LLC

Counsel to Buyer, Counsel to Buyer, MerchantWarehouse.com, LLC, a Candle Lamp Company, LLC, a portfolio company of Parthenon portfolio company of Westar Capital Capital Partners October 2012 October 2012

Valutech Outsourcing, LLC P-Wave Holdings, LLC Sale of Majority Interest to Senior Secured Credit Facility Golden Gate Capital and Clover provided to Powerwave Technologies Group, LLC Technologies $35 million

Counsel to Seller Counsel to P-Wave Holdings, LLC, October 2012 a portfolio company of The Gores Group September 2012

2 Cydcor, Inc. The Yucaipa Companies, LLC of U.S. and Private Equity Investment in Canadian Business Operations Amalgamated Bank Assets from Golden Gate Capital $50 million and JP Capital Partners

Counsel to Executive Management Counsel to Investor, of Cydcor, Inc. The Yucaipa Companies, LLC September 2012 April 2012

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

Counsel to Seller, EZ Lube, LLC, a portfolio company Counsel to Buyer, of Goldman Sachs Capital Partners INgrooves, a portfolio company and GSO Capital Partners of Shamrock Capital March 2012 March 2012

BMG Rights Management True Grits School Uniforms, Inc. (a joint venture of Bertelsmann AG Sale to Parker School Uniforms, and Kohlberg Kravis Roberts & Co.) a portfolio company of Acquisition of R2M Music Blue Sage Capital

Counsel to Buyer Counsel to Seller February 2012 February 2012

3 Triodos Bank BMG Rights Management Equity Investment in New Resource (a joint venture of Bertelsmann AG Bank's Private Placement of 1.75 and Kohlberg Kravis Roberts & Co.) million shares of stock Acquisition of Bug Music, Inc.

Counsel to Investor, Triodos Bank Counsel to Buyer January 2012 October 2011

Colchis Income Fund Kindred Healthcare, Inc. Formation of the Fund Acquisition of Professional Healthcare, LLC, a portfolio company of Mainsail Partners

Counsel to the Fund Sponsor, Colchis Capital Advisors Counsel to Buyer September 2011 September 2011

Outcome Resources Stevco, Inc. Sale to a Private Equity Fund Sale of Its Farming, Cold Storage, Sales and Distribution Business to Teays River Investments, LLC

Counsel to Seller September 2011 Counsel to Seller April 2011

4 INDUSTRY EXPERIENCE:

Ÿ Financial services Ÿ Healthcare Ÿ Digital media Ÿ Entertainment and media Ÿ Technology The right capabilities in the Ÿ Consumer products right industries Ÿ Energy

In today’s private equity space, the need for in-depth Ÿ Transportation industry experience cannot be overstated. As large and infrastructure funds develop specialty niches—and as sector-specifi c Ÿ Real estate funds proliferate—investors increasingly zero in on Ÿ industries where deep knowledge of the legal and regulatory landscape can make a real difference in the market. This makes them an especially good fi t with Manatt, AREAS OF FOCUS: a law fi rm with a long track record of success in industries Ÿ Mergers that are now fertile ground for private equity activity. Ÿ Debt fi nancing

The entertainment and digital media space offers a strong Ÿ Stock and asset case in point. As interest in all types of content providers purchases lures private equity investors into an arena that may Ÿ Going-private be outside their comfort zones, we can offer them the transactions reassurance of a player with solid credentials in both Ÿ Cross-border and traditional and new media. As such, we provide them domestic deals with the know-how and broad range of contacts Ÿ Leveraged and they need to make inroads in what is, for them, less management buyouts familiar territory. Ÿ Strategic acquisitions and spin-offs We are equally well equipped to serve their needs in the healthcare, energy, and fi nancial services sectors— Ÿ Private equity investments and industries in which our attorneys and practice groups have acquisitions long been deeply entrenched. In all these industries, we offer seasoned multidisciplinary teams that combine our Ÿ Tender and exchange vaunted transactional prowess with a comprehensive suite offers of legal services tailored to the particular needs of private Ÿ Unsolicited offers and equity portfolios—employee benefi ts, intellectual property, takeover defenses real estate, labor, environmental, and tax. Ÿ Fairness opinions Ÿ Special committee In short, we have the industry savvy, the legal fi repower, representations and the deep bench strength to help private equity Ÿ Proxy contests investors identify and seize the opportunities they now seek. Ÿ Share exchanges

5 Attorney advertising. Prior results do not guarantee a similar outcome.

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