Private Equity Solutions

About Our Firm

• Global 100 firm with 15 offices worldwide• Approximately 800 attorneys • More than 200 corporate and finance attorneys• Full service law firm with all key practices such as corporate, M&A, private equity, finance,

tax, intellectual property, litigation, antitrust, labor/employment, employee benefits and executive compensation, etc.

• Corporate counsel place Sheppard Mullin on The BTI Brand Elite 2017; the firm also stood out for its innovation and was considered a Leading Value Driver

• Firm’s attorneys ranked in Chambers USA, Legal 500, Best Lawyers in America, Which Lawyer PLC, Super Lawyers, among others

• Ranked as one of Multicultural Law Magazine’s Top 100 Law Firms for Diversity and Women

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Sheppard Mullin: A Dynamic Presence in Private Equity

Focused, Experienced Private Equity TeamSheppard Mullin has built a dedicated team of legal professionals serving the private equity market all day, every day.

Commercial ApproachOur business-oriented PE team prioritizes client and commercial objectives to deliver results and an exceptional level of service.

Full Service PlatformOur PE Team leverages the resources of:• 800 lawyer

international firm• Broad, leading M&A

practice with all key service functions (tax, leveraged finance, employment, IP, etc.)

Economic EfficiencyOur clients benefit from a sensible and rational approach to legal costs.

Broad Experience and Core Industry Specialties Sheppard Mullin has a proven track record of closing deals across many industries and is a “go-to” firm with expertise in key business segments.

Experience, competence and depth in M&A/private equity transactions

Practical, commercial “get it done” approach; We don’t say no - we find solutions

Philosophy of adopting and prioritizing client objectives (one size does not fit all)

High touch service and partner accessibility with efficient use of client time

Depth & Breadth in Core Transactional and Key Support Areas of Expertise

Collaborative Firm culture across all offices for a seamless client experience

Sheppard Mullin M&A/Private Equity Solutions: Our Value Proposition

Economic efficiency: Lean staffing and highly efficient due diligence team

Market-leading “go-to” M&A practice

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Sheppard Mullin Private Equity Solutions: Offering Services at each phase of the PE cycle

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• Terms & Structure• Fund Offering/

Regulatory (33 Act, 40 Act and other)

• Fund Documents• Fund Tax and ERISA• Management Team &

Planning Advice• GP Arrangements and

employment transitions• Secondary Transfers

• Deeply experienced practitioners in M&A, tax, LBO financing

• Strong practices in key ancillary areas including IP, employment/labor, antitrust, litigation, environmental, real estate

• Key industry and regulatory expertise, including TMT, healthcare, aerospace & defense, FCC, food & beverage, mortgage/ financial services, general industrial and industrial tech

• Strategic M&A• Recapitalization

- Capital markets- Bank financings

• Restructurings and distressed transactions; bankruptcy

• Serve as outsourced GC or general legal support for in-house counsel

• Focused, practical, coordinated legal team frees up management to drive business

• Cost efficient approach

• IPO or other capital markets exit

• Dispositions of selected assets or subsidiaries

• Full platform sale or divestiture

Fund Formation and GP Services

Platform Acquisitions

Portfolio Company Follow-on

Transactions

Dedicated Portfolio Company

ProgramRealizations

• Our goal is to maximize value by reducing costs and handling legal issues in order to best position the company for an exit.

• Our focused, practical, coordinated legal team frees up management to drive your business.

• We understand the importance of reducing legal expenses.

• We anticipate issues early and react quickly.

• Experienced, practical lawyers lead and work on your matters.

• Reduced legal costs help drive EBITDA

Sheppard Mullin M&A/Private Equity Solutions: Our Portfolio Company Program

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• We have experts in critical areas: general corporate, M&A, corporate governance, exec comp, debt finance, IP, labor/ employment, real estate, tax and others.

• We communicate seamlessly across offices and practices.

• Portfolio companies are not an afterthought.

• Coordinated, dedicated team approach.

• We represent PE funds and portfolio companies and we understand the challenges faced.

• The portfolio company is an important, premier client to us.

The EndgameOne-Stop Shop

Focus Controlling Legal Spend

Sheppard Mullin M&A/Private Equity Solutions: Innovative, Dedicated, Cost Efficient Due Diligence Team

• The Team specializes in: – conducting legal due diligence on behalf of buyers, investors, underwriters, lenders and creditors – overseeing and managing the document review and production process on behalf of sellers, issuers,

lenders, creditor groups and debtors– drafting, reviewing and commenting on disclosure schedules– performing document review for bankruptcy cases and creditors’ rights litigations– drafting legal documents related to the due diligence and document production process including

non-disclosure agreements• The team includes a senior M&A and securities attorney who closely manages the team and its

work product; 3 to 4 full-time attorneys trained specifically to conduct corporate diligence and other routine matters cost-effectively; subject matter specialists as needed; the team provides services 24/7.

Internal team of trained attorneys who exclusively provide due diligence-related and document review support

Team’s focus on routine and high-volume corporate activities creates efficiency through expertise

Allows Sheppard Mullin to provide high-quality services at lower costs and on faster timelines

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Our Private Equity Clients

Arlington Capital Partners

Sheppard Mullin Private Equity Solutions: Representative Portfolio Company Clients

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These clients are backed by the following private equity firms:

• Arlington Capital Partners• Aurora Capital Group• Bain Capital• The Blackstone Group• The Carlyle Group• Caltius Equity Partners• ClearLight Partners, LLC• Fortress Investment Group• Littlejohn & Co.• Norwest Equity Partners• Perella Weinberg Partners• Parthenon Capital Partners• Riordan, Lewis & Haden• Spire Capital• TA Associates• Vista Equity Partners• Warburg Pincus

Sheppard Mullin’s Interdisciplinary Industry Teams

We recognize that our clients are often looking for specific industry expertise that spans multiple practice areas. Accordingly we have formed numerous industry teams, including:

• Advertising• Aerospace and Defense• Automotive• Blockchain & Digital Currency• Communications• Construction• EB-5• Energy• Entertainment & Digital Media• Fashion, Apparel and Beauty• Food & Beverage• Healthcare• Hospitality• Indian Tribes

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• Insurance• Life Sciences/FDA• Mortgage Banking• Non-profit• Open Source• Privacy & Cybersecurity• Private Wealth Services• REIT• Retail• Securities Enforcement• Social Media & Games• Storage• Technology Transactions• Transportation

Recent Private Equity Transactions

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Polaris Alpha, LLC (portfolio company of

Arlington Capital Partners) acquisition of Solidyn, LLC

Riordan Lewis & Haden (RLH) acquisition of

Cyberspace Solutions LLC, an analytics and

cybersecurity company serving the intelligence and

defense communities

Ardian North America Direct Buyouts acquisition of

Italy-based Dynamic Technologies S.p.A., a

maker of automotive fluid-handling systems and

precision aluminum parts

Arlington Capital Partners acquisition of Tex Tech

Industries, Inc., a manufacturer of specialty

high performance materials serving the A&D, industrial

industries and select sporting applications

Inflexion Private Equity U.S. law aspects of its

investment in K2 Partnering Solutions, a

global recruitment business for IT/SAP

consultants.

Arlington Capital Partners acquisition of Molecular Products Groups, Ltd.,

a leading manufacturer of advanced chemistry-based

products serving the healthcare, defense and

industrial markets.

Bison Capital Partners V, L.P. and MV

Tech Blocker Corp. investment in MVConnect

Holdings, LLC

Polaris Alpha/EIOR(portfolio company of ACP)

acquisition of Proteus Technologies, Inc., a

developer of technologies, software and solutions to

the aerospace and defense sector.

United Flexible (portfolio company of

Arlington Capital Partners)acquisition of Scotia

Technology, a leading designer/manufacturer of

precision fixed tubular components for the A&D

industry

Riordan, Lewis & Haden investment in

Utegration, LLC

United Flexible (portfolio company of

ACP) acquisition of Kreisler Manufacturing

Corporation (OTC:KRSL), a manufacturer of precision

metal components and assemblies.

Arlington Capital Partners

acquisition of Onepath Holdings, LLC, a

provider of IT management, cloud and

deployed services solutions

Littlejohn & Co.JV with Harren Capital

Partners to acquire Alliance Ground Int'l and

Cargo Force

Bison Capital Asset Management

complex financing and structuring of its

acquisition of Twin Med Holding Corporation

Gryphon Investors acquisition of a majority stake in Potter Electric

Signal Company LLC

Opus Equity Partners investments in That's It Nutrition,LLC, Simplex

Supplies, Inc. and Lightcap Industries, Inc.

Bison Capital Work-Out and

Recapitalization of Sentinel Offender

Services, LLC

Signet Healthcare Partners and

Crestline Investorsinvestment in

Leading Pharma, LLC

Recent Private Equity Transactions

Stearns Holdings, LLC, parent of Stearns Lending, sale of a Majority Stake to

Blackstone

Blue Wolf Group, LLCsale of its Salesforce

consulting business to IBM (NYSE: IBM)

Sundial Brands strategic partnership

with Bain Capital Private Equity

Seven Mile Capital Partners LLC

acquisition of auto parts supplier

Huron Inc.

Arlington Capital Partners acquisitions of

Molecular Products Group, Zemax, United Flexible Group and the Defense and Security

business of iRobot Corp.

Novetta Solutions, LLC (portfolio company of

ACP) sale to The Carlyle Group

Blackwood Seven A/S acquires all of the equity interests of

Two Nil, LLC

United Flexible (portfolio company of

Arlington Capital) acquisition of

Scotia Technology

Electro Rent Corporation

(NASDAQ: ELRC) sale to Platinum Equity

BHCosmetics, Inc. sale of a majority

interest to MidOcean Partners

Centre Partners Management LLC sale

of Monte Nido Holdings LLC to Levine

Leichtman Capital Partners LLC

Sterling Fund Management, LLC

purchase of the equity of the Hoffman

Southwest Family of Companies

Catterton Partners follow-on Investment

in Beanitos

Acquisition of Micropact and sale of

its Transportation Spend Management

business to Spire Capital

Arlington Capital Partners and its

portfolio company Quantum Spatial, Inc. acquisition of all the stock of Watershed

Sciences, Inc.

Caltius Equity Partners investment in World

Class Technology Corporation

Bison Capital investments in FinFit

Holding and CVE Technology Group

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CA, Inc. sale of its global

Erwin business and assets to Parallax Capital Fund, L.P. and Sale of its cloud

service management business and assets to

ServiceAide, Inc.

Sheppard Mullin Private Equity Solutions: Team Biographies

Andrew Felner, Partner, New York - Andrew Felner's practice focuses on M&A and Private Equity (including acquisitions, investments, divestitures and joint ventures) and other corporate transactions. His deep transactional experience ranges across a variety of industries, with particular experience in financial services and the maritime and energy areas, having held senior positions in industry participants. Mr. Felner’s former role as Deputy General Counsel and chief transactional lawyer for Citigroup Inc., leading the legal team for all strategic M&A and investments globally for almost 10 years, brings a depth of experience, sophistication and judgement to his work for Firm clients. Mr. Felner understands client needs and delivers a hands-on, commercial and client focused approach to deal work. Mr. Felner spent 9 years as an M&A lawyer at Paul Weiss.

Shon Glusky, Partner, New York - Shon Glusky is Co-Practice Group Leader of the firm's corporate and securities practice group. Mr. Glusky focuses his practice on private equity, mergers and acquisitions, debt restructurings, and venture capital. He has completed over one hundred equity and debt financing transactions. He has represented clients in transactions ranging from start-up financings to billion-dollar acquisitions and has counseled companies in diverse industries such as software, Internet infrastructure, applications and services, telecommunications, wireless technologies, biotechnology, manufacturing, apparel, medical devices, healthcare, and transportation. Prior to joining Sheppard Mullin, Shon was a partner at Bingham.

Jeffrey Kateman, Partner, Century City – Jeff Kateman serves as co-leader of the private equity team. His practice focuses on mergers and acquisitions, both in the US and globally, the representation of private equity firms in leveraged acquisitions of privately held and public companies and general corporate matters. He has handled transactions in a broad range of industries, including aerospace & defense, cleantech, education, entertainment and media, health and medical devices, Internet and technology, industrials, laser and fiber optics, pharmaceutical, retail and consumer products, and sports. Prior to joining Sheppard Mullin, Jeff was a partner at Latham & Watkins.

Lucantonio Salvi, Partner, Washington DC - Luca Salvi has developed extensive expertise in acquisition and financing transactions on behalf of private equity firms and other leveraged buy-out sponsors, as well as firms in aerospace, defense, healthcare, communications, luxury goods, candy and retail industries. Mr. Salvi has represented both public and private sector clients in the United States and abroad, with a practice specialization that includes cross-border transactions (particularly involving Italian and other European companies). Prior to joining Sheppard Mullin, Mr. Salvi spent seven years with Latham & Watkins LLP in London, Milan and Washington, DC and three years with Milbank, Tweed, Hadley & McCloy in New York. Mr. Salvi has lived and worked in the United States, Belgium, the United Kingdom, Poland and Italy and speaks fluent Italian.

Ariel Yehezkel, Partner, New York - Ariel Yehezkel serves as co-leader of the firm's private equity team. He focuses his practice on private equity and domestic and cross border mergers, acquisitions and other transactional matters. In addition to mergers and acquisitions, Ariel advises private equity funds and private and public companies on governance matters, growth capital and minority investments, leveraged financing, fund formation, PIPE investments, joint ventures and management equity. Mr. Yehezkel is highly experienced in representing clients on various sizes and types of transactions and has completed transactions in numerous industries, including technology, telecom, consumer products, healthcare, manufacturing, construction and infrastructure, automotive, business services and food and beverage. Prior to joining Sheppard Mullin, Ariel was a partner at Kirkland & Ellis .

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Sheppard Mullin Private Equity Solutions: Team Biographies

Frank Bacelli, Special Counsel, Washington DC – Frank Bacelli focuses his practice on private equity, mergers and acquisitions, and venture capital matters. His practice involves a full range of corporate transactions, including leveraged buyouts and recapitalizations, mergers and acquisitions, venture and growth equity financings, and joint ventures. Frank has extensive experience as lead counsel representing portfolio companies of sponsor funds in add-on acquisitions, dispositions, corporate governance, and day-to-day legal and commercial matters. Frank also regularly provides legal and strategic advice to emerging companies on formation, structuring, financing, and corporate governance matters.

Keith Gercken, Tax Partner, San Francisco – Keith Gercken's practice includes all areas of business income taxation, with emphasis on corporate and partnership taxation and international transactions. He advises corporate and individual clients on the U.S. federal and international tax consequences of a wide range of transactions, including taxable and tax-free mergers and acquisitions; partnerships and joint ventures; the formation and operation of equity funds; finance transactions; tax-free exchanges; international licensing; foreign operations (including cross-border joint ventures between U.S. and non-U.S. partners); and inbound investment into the United States by non-U.S. investors.

James Ritter, Special Counsel, Washington DC – Mr. Ritter has extensive experience in negotiating a wide variety of financing arrangements, including senior secured loans (both asset-based and cash flow loans) and mezzanine and other subordinated debt, secured high yield securities, acquisition financings, working capital financings, equipment leasing and other vendor finance transactions, letters of credit, derivatives contracts, and venture capital and other equity investments. He represents businesses seeking and providing access to capital in a number of industries, with particularly extensive experience in the aerospace, communications, defense, energy, healthcare, and private equity industries.

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