private placements as a capital option northwest ohio manufacturing forum & expo november 12,...

Private Placements as a Capital Option

Northwest Ohio Manufacturing Forum & Expo

November 12, 2010

Confidential – Do Not Distribute2

The information contained herein is provided by Prudential Capital Group (“PCG”). This document may contain confidential information and the recipient hereof agrees to maintain the confidentiality of such information. Distribution of this information to any person other than the person to whom it was originally delivered and to such person’s advisers is unauthorized, and any reproduction of these materials, in whole or in part, or the divulgence of any of its contents, without the prior consent of PCG, is prohibited. Certain information in this document has been obtained from sources that PCG believes to be reliable as of the date presented; however, PCG cannot guarantee the accuracy of such information, assure its completeness, or warrant such information will not be changed. The information contained herein is current as of the date of issuance (or such earlier date as referenced herein) and is subject to change without notice. PCG has no obligation to update any or all of such information; nor do we make any express or implied warranties or representations as to its completeness or accuracy. Any information presented regarding the affiliates of PCG is presented purely to facilitate an organizational overview and is not a solicitation on behalf of any affiliate. These materials are not intended as an offer or solicitation with respect to the purchase or sale of any security or other financial instrument or any investment management services. These materials do not constitute investment advice and should not be used as the basis for any investment decision.

These materials do not take into account individual client circumstances, objectives or needs. No determination has been made regarding the suitability of any securities, financial instruments or strategies for particular clients or prospects. The information contained herein is provided on the basis and subject to the explanations, caveats and warnings set out in this notice and elsewhere herein. Any discussion of risk management is intended to describe PCG’s efforts to monitor and manage risk but does not imply low risk.

These materials do not purport to provide any legal, tax or accounting advice. These materials are not intended for distribution to or use by any person in any jurisdiction where such distribution would be contrary to local law or regulation.

Important Disclosures

Confidential – Do Not Distribute 3

Table of Contents

Section I Private Placements

Section II Prudential Capital Group

Section III Products and Services

Section IV Contacts


Private Placements


Private Placement Market

Many corporations (both public and private) issue in the private placement market. Reasons include:

Desire for long-term, fixed-rate debt

Ability to diversify financing sources

Outgrow the capacity of existing lenders

Wish to maintain availability with revolving facility lenders

Private Placements:

Unregistered debt or

equity financings.

The most common

form – long-term,

fixed-rate debt.


Uses for Funding

Debt refinancing

Expansion and growth capital

Acquisition financing

Stock repurchases

Private Placements

are often a source

of capital for a

company's strategic

plans.


Selecting a Long-Term Investor

Important considerations in choosing a long-term investor include:

Relationship orientation, not transaction orientation

Capacity to grow as a financial partner

Industry knowledge

Access to decision makers

In additionto

price and terms…


Prudential Capital Group


One of the World's Largest Investors

Prudential Financial’s assets under management —$690 billion as of 6/30/10 Investments on behalf of retail and institutional investors Prudential Investment Management manages numerous pension and other

institutional funds Prudential Financial is one of the first U.S. insurance companies to structure

innovative private transactions and invest in common stocks and leveraged buyouts

Prudential Financial, Inc.Prudential Financial, Inc.

Prudential Capital GroupPrudential Capital Group

InternationalInsurance & Investments

InternationalInsurance & InvestmentsInsuranceInsurance InvestmentsInvestments


World-Class Investor

Investing in Relationships: Nearly 1,000 companies around the world rely on us for their long-term capital needs. Our unique regional network of offices enables us to cultivate deep ties in local markets, while enhancing the understanding of client industries.

Providing Strategic Capital: Clients look to us for long-term financial solutions that support their business goals. We provide private capital that meets a wide range of financing needs. We help clients diversify their capital sources by serving as a complement to bank and other forms of lending.

Delivering Consistent Results: Year after year, we provide private capital through the spectrum of economic and industry cycles. Many of our clients have been with us for 10, 20, even 50 years. Unlike short-term lenders, we take a long-term approach when it comes to capital solutions.

Relationships

Capital

Consistency


2009 Traditional Private Placement Issues Agented vs. Prudential Capital Direct

2 BofA Securities 42 $6.772

*Prudential Capital acted as both originator and principal investor on a direct basis.

Source of Information: Thomson Reuters – US Private Placement Review – 2010

No. of OriginationsRank Manager Issues ($B)

3 JP Morgan Chase 33 $5.184

4 Royal Bank of Scotland 27 $3.422

5 Barclays Capital 16 $2.591

1 Prudential Capital Group* 125 $6.257 1 Prudential Capital Group* 125 $6.257


$50.7B Private Placement Portfolio*

Technology 1.6%

Basic Industry 4.5%

*Market value of $50.7 billion as of 6/30/10Holdings are subject to change

Capital Goods 7.6%

Communications 3.6%

Consumer Cyclical 13.3%

Consumer Non-Cyclical 21.9%

Energy 6.8%

Financial Institutions 12.5%

Other Industrial 7.7%

Transportation 5.9%

Other 0.8%

Utility 13.8%


Regional Office Network

New York•Corporate Finance•Prudential Capital Partners

Dallas•Corporate Finance•Global Utility and Energy Finance• Electric Finance Group

San Francisco•Corporate Finance•Prudential Capital Partners

London , Paris and Frankfurt•Pricoa Capital Group

Chicago•Corporate Finance•Pricoa Capital Group•Corporate and Project Workouts•Prudential Capital Partners

Newark• Corporate and Project Workouts• Credit and Capital Markets• Institutional Asset Management• Lease Finance Group• Prudential Capital Partners

Atlanta • Corporate Finance• Leveraged Loans• Commercial Asset Finance

Los Angeles•Corporate Finance


Chicago

15 Investment Professionals

$15.3 billion invested since 1995

$7.4 billion investment portfolio as of 6/30/10

Financing relationships with nearly 120 regional companies

Decentralized, streamlined authority to structure and price new financings and modify terms after closing

Chicago:Corporate Finance


Products and Services


Capital Capabilities

Senior, Fixed-Rate Debt

Subordinated/Mezzanine Debt

Equity

Pru-Shelf Note Facility

One-Stop Shopping For

Capital StructuringNeeds.


Private Placement Debt

Amounts $10 million to $200 million

Maturities Up to 20+ years

Pricing Methodology Typically fixed rate—U.S. Treasury rate, plus appropriate corporate risk premium

Forms Senior debt, subordinated debt and structured finance. Dollar and foreign currency capability

Structure Both Secured and Unsecured

Amortization Flexible payment schedules


Benefits of Dealing with Prudential Capital Group

Access to full-range of private capital Ability to fund entire transaction Capacity for multiple financings with an issuer

Understand local companies and market conditions Responsiveness and flexibility Regional pricing authority

Eliminate agent fees Preserve confidentiality Quick turnaround and streamlined negotiations Shelf facility offers speed and flexibility

Seasoned investment professionals Expertise in structuring complex financings

Size

Regional Presence

Direct Capability

Experience


Contacts


Contact Information

Kentucky, Michigan, Ohio, Indiana

Dianna Carr, Senior Vice President(312) 540-4224 • [email protected]

David Quackenbush, Vice President

(312) 540-4228 • [email protected]

Rebecca Nathan, Associate(312) 565-6228 • [email protected]

Kyle Ulep, Associate(312) 565-6279 • [email protected]

180 North Stetson AvenueSuite 5600Chicago, IL 60601(312) 540-0931

mailto:[email protected]



private placements as a capital option northwest ohio manufacturing forum & expo november 12,...

Documents

confidential information

certain information

private issue

affiliates of pcg

private placement market

prudential capital group

prior consent of pcg

investment advice