TD BankClient Team

Chris Vinyard (RIC) (Presenter)

Jeff Rosenthal (NYC)

Tom Duignan (NYC)

John McPhaul (RIC)

Company Overview

Client since 2005

• 2013 Revenue $1,649.5M • Asset Size $41,229M

Company Statistics

• Commercial, regional, national and state commercial banking, capital markets, diversified financials, investment banking, insurance

Lines of Business

• Connecticut, Delaware, the District of Columbia, Florida, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, South Carolina, Vermont, and Virginia

Regions/Markets

• Capital One, Wells Fargo, Bank of America, JP Morgan Chase, M&T Bank, Wachovia, PNC Bank, BB&T

Key Competitors

TD Bank, N.A. operates as a commercial bank in

the United States. The company offers personal

banking services, including online banking, bill pay,

checking, savings, money market, CDs, IRAs, loan

payment center, private banking debit cards, credit

cards, gift cards, mortgage, home equity loans,

personal loans, international services, and higher

education services. It also provides business

banking and corporate/institutional services, such

as online banking, bill pay, merchant services,

checking, savings, money market, CDs, debit

cards, credit cards, gift cards, payroll cards, loans

and lines of credit, payroll processing,

tools/resources, cash management, healthcare and

not-for-profit, project finance, leasing and

equipment finance, government banking, and

international services.

The company serves customers in Connecticut,

Delaware, the District of Columbia, Florida, Maine,

Maryland, Massachusetts, New Hampshire, New

Jersey, New York, Pennsylvania, Vermont, and

Virginia.

Client History

• Jeff Rosenthal and Tom Duignan represented TD Bank at their prior firm and have strong client contacts.

Healthcare Lending (NY/NJ)

• Bill Derry and Chris Vinyard have represented TD Bank in connection with public finance-related transactions involving large hospital systems Virginia

Healthcare Lending (VA)

• Kevin McCusty and John McPhaul have close relationships with the bank officers and have worked on numerous sophisticated CRE transactions.

Commercial Real Estate Lending (DC Metro)

• Jeff Rosenthal and Tom Duignan represented TD Bank at their prior firm and have strong client contacts. The asset-based lending group has not been active for the past year and we’re working on finding out their current pipeline.

Asset-Based Lending

Our TD Bank relationship is currently divided between three areas (1) Healthcare Lending (2) Commercial Real Estate and (3) Asset-Based Lending. Our lawyers have also represented TD Bank in ABL transactions in the past.

Jeff Rosenthal and Tom Duignan represented the Healthcare group on transactions in New York and New Jersey at their prior firm, and their contacts have expressed a desire to send additional work to them at Troutman. We also have a connection to the Healthcare group in Virginia and Metro DC through various public finance-related transactions.

Our Commercial Real Estate relationship began as a result of TD Bank’s acquisition of Commerce Bank and has remained steady.

Fees Received2010 2011 2012 2013 Growth

(2012-2013)

Billable Hours(Total)

429 403 251 639 +255%

Billable Hours(Finance Section)

395 246 608 +247%

Fees Received $135,251 $230,454 $130,394 $233,724 +79%

Billing Realization (Std)

97% 113% 101% 94% -7%

Billing Realization (Agd)

97% 109% 100% 93% -7%

Key Relationships (Healthcare Lending)

Terry McCarty•Senior Vice President•Located in Mercerville, NJ•Handles healthcare lending in NY/NJ

Colleen Mulaney•Southern Healthcare Division Head

•Located in West Palm Beach Florida. Geographic Region extends from DC to Florida

Bruce Nave• Senior Loan Officer• Joined TD from

SunTrust.

Linda Walker• Senior Loan Officer• Located in West Palm

Beach, Florida. Leads the bank’s efforts with senior housing

Key Relationships (Commercial Real Estate)

Jay Arvai•Senior Vice President•Located in Vienna, VA•Heads up CRE lending in DC Metro and Southeast

Tom Cluchey•Vice President•Located in Vienna, VA

William Brandt•Vice President•Located in Vienna, VA

Jim Cupelli• Senior Loan Officer• Located in Vienna, VA

Scott Cook• Senior Lender• Handles CRE in NC

and SC

Bill Waldron• Director @ TD

Securities (USA) Inc.• TS contact for CRE

Syndications

Key Relationships (Other)

Jeff Wacker• ABL

Robert Shultis• Equipment Leasing

Rob Lubeck• Equipment Leasing

Emmet Conlon• Healthcare Northeast

• Existing client contacts seem “loyal” to Troutman.

• Invited to respond to a broad RFP for commercial lending services.

Strength #1

• In CRE, we are the first choice and primary counsel for D.C. area deals.

Strength #2

• Long-term representation of the New Jersey healthcare lenders.

Strength #3

S W

O T

• Slow deal flow in Healthcare and ABL.

Weakness #1

• In CRE, stringent underwriting standards (and perhaps a “distrust” of the U.S. government) has made internal approval of deals the D.C. area a challenge.

Weakness #2

• Not considered a “go to” firm for ABL under the current senior management for the group.

Weakness #3

S W

O T

• Equipment Leasing.

Opportunity #1

• Senior Housing.

Opportunity #2

• Expanded Commercial Real Estate lending in the Southeast.

• Expanded commercial lending bank-wide based on RFP results.

Opportunity #3

S W

O T

• Our connection to TD Bank is “contact-dependent” (i.e. not institutional).

Threat #1

• The Bank may prefer using a Charlotte firm for CRE work in the Southeast.

Threat #2

• In Healthcare, the Bank also has strong relationships with other firms (including McGuireWoods and a variety of firms in the New York metro area).

Threat #3

S W

O T

Business Plan• Jeff and Tom to meet with Jeff Wacker (ABL)

ABL

• Kevin and John to have lunch with CRE bankers (already scheduled for February 19)

• Attend Marcus & Millichap/IPA Multifamily Forum in March with bankers from Metro DC CRE (John and Kevin).CRE

• Ann Brown (and others) to continue to maintain contact with Linda Walker. (NIC Winter Conference)

• Jeff entertained three TD Healthcare lenders last weekend in Florida.Healthcare