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ATLANTA, NAPLES, & TALLAHASSEE

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Page 1: TFC Capabilities Brochure 2010 A

ATLANTA, NAPLES, & TALLAHASSEE

Page 2: TFC Capabilities Brochure 2010 A

2

EXPERIENCE, EDUCATION, EXPERTISE &

EXCELLENCE

For over twenty-five years the principals of TacticalFinancial have been actively engaged in the

study and daily execution of complex financial matters.

In addition to the receipt of several advanced university degrees, we have received thousands

of hours of post graduate and continuing education as well as advanced recognition by leading

professional organizations such as the Association for Insolvency and Restructuring Advisors and

the Urban Land Institute. We also maintain memberships in several other key industry

organizations.

Tactical Financial has worked with and provided services to a litany of top companies, law

firms, and wealthy individuals.

We work with these theses groups to help them solve complex financial situations.

Page 3: TFC Capabilities Brochure 2010 A

Over their careers, the professionals

at TacticalFinancial have performed

finance work in over 40 states and

with a wide variety of operating

companies and real estate assets.

OUR COMPANY

Our company, TacticalFinancial, is a financial advisory firm headquartered in Atlanta, Georgia with satellite offices in Naples,

Phoenix, and Tallahassee. The firm specializes in distressed situations, real estate and commercial finance.

Our clients are debtors, creditors, guarantors and investors. They are generally middle market companies, lenders, wealthy

individuals or law firms located throughout the U.S. with a complex financial situation and assets valued between $5 million and $300

million. We also advise those looking to purchase or invest in distressed situations.

We maintain relationships with a number of capital sources and this often allows our clients access to the capital they need.

Our services include asset and company financial analysis, expert witness testimony, assistance with asset sales or purchases, the

arrangement of financing or equity capital, and portfolio evaluation.

We commonly provide assistance with:

Asset Acquisitions and Dispositions: Analysis, Advice, Brokerage and Execution Bankruptcy Strategy and Services

Business and Real Estate Analysis and Planning Evaluations of Existing Business and Real Estate Investments

Expert Witness Testimony and Litigation Support

Financial Analysis and Projections Financing: Non-distressed, Distressed, DIP, and Exit Financing Restructuring Strategy: In- and Out-of-Court, Pre- and Post- Filing

Page 4: TFC Capabilities Brochure 2010 A

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AS

C O M F O R TA B L E S P E A K I N G A S L I S T E N I N G , A S

C O M F O R TA B L E I N D R E S S S U I T S A S I N H A R D H A T S , A S

C O M F O R TA B L E I N A C O U R T R O O M A S I N A B O A R D R O O M , A S

C O M F O R TA B L E E V A L U A T I N G A B U S I N E S S P L A N A S E X E C U T I N G I T , A S

C O M F O R TA B L E A N A L Y Z I N G A L I Q U I D I T Y R A T I O A S R A I S I N G L I Q U I D I T Y , A S

C O M F O R TA B L E D E T E R M I N I N G A S S E T V A L U E S A S A E XA M I N I N G A C L A I M , A S

C O M F O R TA B L E R A I S I N G C A P I TA L A S P R O J E C T I N G F I N A N C I A L S TA T E M E N TS , A S

C O M F O R TA B L E N E G O T I A T I N G A W O R K O U T A S A D R A F T I N G A B U S I N E S S P L A N , A S

C O M F O R TA B L E A N A L Y Z I N G L I T I G A T I O N S T R A T E G Y A S A L I Q U I D A T I O N S T R A T E G Y , A S

C O M F O R TA B L E R E A D I N G A R C H I T E C T U R A L P L A N S A S A S E T O F L O A N D O C U M E N T S , A N D A S

C O M F O R TA B L E D E V E L O P I N G B A N K R U P T C Y R E S T R U C T U R I N G P L A N S A S I M P L E M E N T I N G T H E M .

Page 5: TFC Capabilities Brochure 2010 A

You can't know it all. No matter

how smart you are, no matter how

comprehensive your education, no

matter how wide ranging your

experience, there is simply no way

to acquire all the wisdom you need

to make your business thrive. You

can’t know it all yourself…anyone

who thinks they do is destined for

mediocrity.

—Donald Trump

OUR PHILOSOPHY & OUR M ISSION

Our philosophy is straightforward: we only take assignments for which we are well qualified and can deliver

cost effective solutions to our clients. When you get right down to it, clients want one thing: they want their

problem solved. Clients rarely hire someone because of a prestigious diploma hanging on a wall, extra letters

behind their name, fancy offices or promises of the ―latest‖ technology. Clients hire for one reason – the

prospect of a solution to their problem.

We know that no doctor knows every part of medicine, no lawyer knows every part of the law, and no

financial advisor knows every part of finance. At TacticalFinancial, we simply don’t believe in the generalist theory

of financial advisors. The financial world is too complex and ever changing. We believe each client’s assignment

deserves the full time commitment of a senior level professional that holds the right education, the right

experience and the right expertise. No exceptions, no shortcuts, no ―on the job training‖ at a client’s expense, and

no ―I have a partner in Topeka who did that once.‖

Our mission is simple: to provide cost-effective and reliable advisory services for companies, wealthy

individuals and fellow professionals who need help structuring or restructuring operating companies, financial

investments and real estate.

Page 6: TFC Capabilities Brochure 2010 A

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OUR EXPERIENCE

Our real world financial experience is unsurpassed and separates us from the rest. We have acted in nearly

every capacity imaginable. We have loaned and borrowed, structured and restructured, bought and sold, initiated

litigation and defended litigation, and determined value. As a result, we have become experts at evaluating,

structuring and resolving complex financial situations.

We know that at the heart of nearly every assignment is value; whether helping a buyer, seller or investor,

our significant experience and constant interaction with market participants allows us to understand the value of

assets in today’s market. More importantly, it allows us to understand how the different participants evaluate and

view value. This gives us the ability to structure transactions in a manner to help maximize and protect the value

inherent in a business or asset.

We have led the review and purchase of operating companies.

We have valued hundreds of millions of dollars of real estate, loans, and lease portfolios. At times, we

have also governed the sale of these assets.

We have structured, authorized and negotiated the investment of billions of dollars in small, mid-market,

and Fortune 500 operating companies as well as real estate ventures.

We have restructured and recovered hundreds of millions of dollars from troubled investments.

We have provided litigation support and testimony in complex commercial litigation. We have pursued

litigation and defended it.

We know nothing of what will

happen in the future, but by the

analogy of experience.

—Abraham Lincoln

Page 7: TFC Capabilities Brochure 2010 A

OUR ROLES

We provide a full complement of traditional financial services that are heavily focused on the financial

structure of the asset or company. As senior-level experienced professionals, we can provide various analyses

and advice to assist you in determining your best course of action and help you negotiate with other interested

parties.

TacticalFinancial perform two types of roles for our clients – Evaluation Roles and Advocacy Roles.

Evaluation roles provide independent answers to key business questions to help our clients make

critical decisions.

Advocacy roles require TacticalFinancial to take a position on behalf of our client to advance their

business objectives.

Most of our assignments begin with some level of evaluation. We often work in conjunction with local,

regional or national appraisers or economists to perform these assignments. We also maintain relationships with

regional and national accounting firms and other financially oriented firms so that we may provide services that

may lie beyond the scope of our company, such as tax and forensic accounting and insured fairness and valuation

opinions. Once we understand the situation, we are in position to help determine and recommend solutions to

resolve the problem.

EVALUATION ROLES ACQUISITION/DISPOSITION ANALYSIS

COMPETITIVE ANALYSIS STUDIES CREDIT ANALYSIS

DISTRESSED COMPANY REVIEW FINANCIAL PROJECTIONS

FINANCIAL STATEMENT ANALYSIS FEASIBILITY STUDIES

HIGHEST AND BEST USE ANALYSIS INVESTMENT REVIEW

LEASE ANALYSIS ASSUMPTION, REJECTION, PRICING

SALE-LEASEBACK ANALYSIS LIQUIDATION ANALYSIS

MARKET STUDIES PORTFOLIO EVALUATION

PROJECT CONCEPTUALIZATION & REVIEW PROJECT REPOSITIONING ANALYSIS

REAL ESTATE ANALYSIS REPORT REVIEW: ENGINEERING AND

ENVIRONMENTAL VALUATION ASSIGNMENTS

Page 8: TFC Capabilities Brochure 2010 A

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We provide are:

EVALUATION REPORTS – We excel at performing ―top to bottom‖ evaluations providing a complete review of a

business or project including its tangible and intangible assets, contractual issues, and the relationships between

the involved parties.

VALUATIONS & VALUATION OPINIONS – We can provide a variety of valuation conclusions ranging from the value

of a single asset to the value of a complex business under varying valuation definitions ranging from liquidation

value to market value or under a hypothetical set of circumstances.

DUE DILIGENCE REVIEWS – We have completed numerous reviews on businesses, properties and portfolios

ranging from single assets to a portfolio of promissory notes.

These often lead to us performing:

FINANCIAL ADVISOR ROLES – We often participate in in-court and out-of-court advisory roles for debtors,

creditors and investors.

INVESTMENT BANKING: ADVICE, CAPITAL PROCUREMENT AND ASSET ACQUISITION/DISPOSITION – We provide advice on

existing and prospective capital structures, fund raising, and the purchase and sale of assets or companies to our

clients. We also use our resources to help raise the funds necessary to execute debt, equity, purchase and sale

transactions.

ADVOCACY ROLES BANKRUPTCY MANAGEMENT BANKRUPTCY STRATEGY CHIEF RESTRUCTURING OFFICER CONTRACT NEGOTIATION DEBT & EQUITY RESTRUCTURING DEBTOR-IN-POSSESSION FINANCIAL ADVISOR EXPERT WITNESS TESTIMONY FINANCING ARRANGEMENT FINANCIAL ADVISOR, COURT APPOINTED IN- AND OUT-OF-COURT RESTRUCTURING PROJECT MANAGEMENT REAL ESTATE BROKERAGE SETTLEMENT CONSULTING & REVIEW

Page 9: TFC Capabilities Brochure 2010 A

OUR D ISTRESSED S ITUATION SERVICES

Many distressed situations require a staggering amount of time and effort. Information is usually scarce

and often unreliable. People’s positions and alliances are abandoned and created without warning. In the world of

a troubled business, there is no substitute for experience. TacticalFinancial has tremendous experience dealing

with troubled and complex situations. We have extensive experience with in– and out-of-court restructurings,

foreclosures, debt for equity exchanges, lease to loan conversions, recapitalizations, workouts and complex

bankruptcies.

The professionals you hire need the foresight to help you develop an effective and efficient strategy. We

work for debtors, creditors and guarantors, as well as those wishing to invest in companies or purchase assets

from distressed companies. On many occasions, we work directly for law firms.

We have restructured and recovered hundreds of millions of dollars from troubled investments. As

experienced restructuring professionals, we can provide you with various analyses and advice needed to

determine the best course of action. We can also assist with asset sales, expert witness testimony, and the

arrangement of DIP and exit financing. We have also provided litigation support and testimony in complex

commercial litigation. We have investigated and initiated litigation resulting in significant recoveries from loan

defaults, fraudulent actions, preference claims, insurance claims, and actions against corporate boards. We have

also defended complex litigation. We routinely interact with attorneys throughout the nation on complex legal

matters and each year are involved in numerous court proceedings as an advocate or an expert.

TRADITIONAL SERVICES ASSET ANALYSIS FOR ACQUISITION AND

DISPOSITION ANALYSIS ASSET PORTFOLIO REVIEWS

BUSINESS PLANNING BUSINESS EVALUATIONS

CAPITAL STRUCTURE ANALYSIS CONTRACT AND LEASE NEGOTIATION

COMPETITIVE ANALYSIS STUDIES ENGINEERING AND ENVIRONMENTAL

REPORT REVIEW EXPERT WITNESS TESTIMONY

FEASIBILITY STUDIES FINANCING ARRANGEMENT AND

NEGOTIATION FINANCIAL PROJECTIONS

HIGHEST AND BEST USE ANALYSIS INVESTOR/LENDER REVIEWS

LIQUIDATION ANALYSIS LOAN PORTFOLIO REVIEWS

MAI CERTIFIED APPRAISALS MARKET STUDIES

PROJECT CONCEPTUALIZATION PROJECT EVALUATION AND REPOSITIONING

ANALYSIS PROJECT MANAGEMENT

REAL ESTATE BROKERAGE SALE/LEASEBACK ANALYSIS

VALUATION AND APPRAISAL ASSIGNMENTS

Page 10: TFC Capabilities Brochure 2010 A

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OUR COMMERCIAL F INANCE SERVICES

TacticalFinancial has an exceptional background in financing corporate and commercial businesses and

commercial real estate ventures. We have developed an expertise with small and middle markets companies

whose assets range from $5 million to $300 million. We have also led several deals for larger multi-billion

institutions and wealthy families.

In their former positions, our principals have underwritten, approved and funded billions of dollars of capital

to these entities - which gives us a significant advantage over other advisors - we think like the market

participants because we have decades of experience being a market participant in a wide variety of

manufacturing and service companies.

We have structured, authorized and negotiated the investment of billions of dollars in small, mid-market, and

Fortune 500 companies. Our investments have been structured as both debt and equity; we have provided term

loans, DIP loans, construction loans, leases, lines of credit, letters of credit, participating mortgages, shared

appreciation riders, IRR ―look backs‖, preferred and pari-passu equity positions, and straight equity investments.

Today, we act on our client’s behalf to support their capital needs by procuring funds to support their

company’s operations, acquire assets, or other desired liquidity events.

TRADITIONAL SERVICES ASSET ACQUISITION AND DISPOSITION

ANALYSIS BENCHMARK STUDIES & COMPETITIVE

ANALYSIS COMPANY OPERATING, CAPITAL STRUCTURE

AND CREDIT ANALYSIS FINANCIAL STATEMENT ANALYSIS AND

PROJECTIONS INDUSTRY ANALYSIS AND MARKET

POSITIONING BUSINESS PLANNING AND EVALUATIONS EXPERT WITNESS TESTIMONY FINANCING ARRANGEMENT AND

NEGOTIATION VALUATION ASSESSMENTS OF ASSETS,

COMPANIES, LEASE AND LOAN

PORTFOLIO

Page 11: TFC Capabilities Brochure 2010 A

OUR REAL ESTATE SERVICES

Over the last twenty-five years, TacticalFinancial's consultants have been

intricately involved in billions of dollars worth of real estate. During this time, we

have had the privilege of working with some of the world's finest real estate

companies – from the AMLI REIT to CB Commercial to Club Corporation of America

to Donald Trump.

Our real world real estate experience is extremely diverse. We have acted in

nearly every capacity imaginable including appraiser, advisor, broker, developer,

seller, buyer, workout professional, lender and equity investor. These experiences

have introduced us to a wide breadth of property types and real estate based

businesses. Our engagements have included raw land, home builders, residential

subdivisions, hotels, golf courses, high-rise condominiums, skyscrapers, marinas,

timeshares, office buildings, and luxury resorts, to name a few. As a result, we

have developed extensive expertise in most types of commercial and residential

real estate, leisure and hospitality oriented businesses.

We understand all facets of real estate: acquisitions, construction,

development, sales and marketing, brokerage, and finance and have written or read

hundreds of expert opinions and analyses regarding the physical, legal, and

environmental aspects of these properties.

TRADITIONAL SERVICES STUDIES AND ANALYSIS

ACQUISITION/DISPOSITION CAPITAL STRUCTURE

COMPETITIVE ANALYSIS STUDIES FEASIBILITY STUDIES

FINANCIAL PROJECTIONS HIGHEST AND BEST USE

MARKET STUDIES PROJECT CONCEPTUALIZATION,

EVALUATION AND

REPOSITIONING SALE/LEASEBACK

VALUATION AND APPRAISAL

REVIEWS ASSET PORTFOLIO

BUSINESS PLANNING BUSINESS EVALUATIONS

ENGINEERING AND

ENVIRONMENTAL REPORTS INVESTOR/LENDER LOAN PORTFOLIO

OTHER CONTRACT & LEASE

NEGOTIATION EXPERT WITNESS TESTIMONY

FINANCING ARRANGEMENT

PROJECT MANAGEMENT REAL ESTATE BROKERAGE

PROPERTY TYPE EXPERIENCE RESIDENTIAL

APARTMENT COMPLEXES CONDOMINIUMS HIGH-RISE CONDOMINIUMS MASTER PLANNED COMMUNITIES MIXED USE DEVELOPMENTS SINGLE FAMILY RESIDENTIAL

SUBDIVISIONS

HOSPITALITY, LEISURE AND

SPECIAL PURPOSE AUTOMOBILE DEALERSHIPS BOATYARDS AND MARINAS CITY CLUBS AND TENNIS CLUBS FARMLAND AND LARGE-TRACT

VACANT LAND GOLF COURSES & COUNTRY CLUBS HOTELS AND LUXURY RESORTS LANDSCAPING NURSERIES RETIREMENT CENTERS TELEVISION AND RADIO STATIONS TIMESHARE /FRACTIONAL

OWNERSHIP

OFFICE, INDUSTRIAL AND RETAIL FLEX-SPACE BUILDINGS LARGE INDUSTRIAL WAREHOUSES LARGE AND STAND ALONE OFFICES RETAIL SHOPPING SPACE

Page 12: TFC Capabilities Brochure 2010 A

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OUR EXPERIENCE — SAMPLE ENGAGEMENTS

E N G A G E M E N T C O M P AN Y T Y P E D E S C R I P T I O N L O C A T I O N

DISTRESS, IN-COURT –

CHAPTER 11 BANKRUPTCY

RESTRUCTURING

RESIDENTIAL AND GOLF

COURSE DEVELOPER

NEGOTIATION OF VARIOUS BANKRUPTCY COURT AND OUT OF COURT SETTLEMENTS, PROVIDED DIP

LOAN, PRIMARY SPOKESPERSON FOR THE UNOFFICIAL COMMITTEE OF SECURED CREDITORS AND

DIP LOAN PARTICIPANTS. MATERIAL INPUT INTO DESIGN OF THE DISCLOSURE STATEMENT AND

PLAN OF REORGANIZATION DEVELOPMENT, WHICH EVENTUALLY LED TO THE SALE OF THE COMPANY

FOR APPROXIMATELY $63 MILLION.

SOUTHEAST

UNITED STATES

DISTRESS, OUT-OF-COURT

RESTRUCTURING

HOTEL DEVELOPER

RESTRUCTURING OF HOTEL DEVELOPMENT COMPANY RESULTING IN AN EXCHANGE OF A PORTION

OF $47 MILLION OF SENIOR DEBT FOR THE SENIOR EQUITY POSITION AND HISTORICAL TAX

CREDITS. NEGOTIATION OF OUT OF COURT SETTLEMENT WITH VARIOUS CREDITORS.

SOUTHEAST

UNITED STATES

DISTRESS, OUT-OF-COURT

RESTRUCTURING

TIMESHARE DEVELOPER

RESTRUCTURING OF TIMESHARE DEVELOPMENT COMPANY’S PROJECT RESULTING IN AN EXCHANGE

OF A PORTION OF $7 MILLION OF SENIOR DEBT FOR AN ENHANCED RETURN AND ADDITIONAL

COLLATERAL AND GUARANTEES. NEGOTIATION OF OUT OF COURT SETTLEMENT WITH VARIOUS

CREDITORS.

SOUTHEAST

UNITED STATES

DISTRESS, IN-COURT –

CHAPTER 11 BANKRUPTCY

RESTRUCTURING

EQUIPMENT LEASING RESOLUTION OF APPROXIMATELY $40 MILLION OF DEFAULTED EQUIPMENT LEASES, ACCOUNTS

PAYABLE, STATE TAX CLAIMS AND PREFERENCE CLAIMS THROUGH AN IN-COURT (BANKRUPTCY)

SETTLEMENT AND CONVERSION OF SEVERAL OPERATING LEASES TO EXIT FINANCING LOANS FOR A

NATIONAL EQUIPMENT RENTAL COMPANY WITH ASSETS IN EXCESS OF $1 BILLION.

NATIONAL

NON DISTRESS INVESTMENT

BANKING MULTI GOLF COURSE OWNER

AND MANAGEMENT COMPANY REFINANCE AND RESTRUCTURING ANALYSIS AND RELATED SEARCH FOR FIRST MORTGAGE AND

MEZZANINE LOAN COMMITMENTS TOTALING $17 MILLION. SOUTHEAST UNITED STATES

Page 13: TFC Capabilities Brochure 2010 A

E N G A G E M E N T C O M P AN Y T Y P E D E S C R I P T I O N L O C A T I O N

DISTRESS, IN-COURT –

CHAPTER 11 BANKRUPTCY

RESTRUCTURING

TIMESHARE AND LAND

DEVELOPMENT, SALES AND

MANAGEMENT

MANAGED LIQUIDATION OF APPROXIMATELY $75 MILLION OF COLLATERAL FROM A PUBLICLY

TRADED COMPANY THROUGH THE CHAPTER 11 PLAN PROCESS AND 363 SALES. RECOVERED

FUNDS FROM THE LIQUIDATION OF TIMESHARE AND LAND FINANCE CONSUMER NOTE PORTFOLIOS, UNDEVELOPED REAL ESTATE, A GOLF COURSE, UNSOLD TIMESHARE INVENTORY, PREFERENCE AND

FRAUDULENT CONVEYANCE CLAIMS, AND DIRECTOR AND OFFICER INSURANCE POLICIES.

NATIONAL

NON-DISTRESS, FINANCIAL

ADVISORY AND INVESTMENT

BANKING

RESIDENTIAL REAL ESTATE

DEVELOPMENT

SUPPORTED THE DEVELOPER OF A 350-ACRE, 700-UNIT RESIDENTIAL SUBDIVISION AND

CHAMPIONSHIP GOLF COURSE DEVELOPMENT PROJECT THROUGH FINANCIAL PROJECTIONS AND

SOLICITATION OF POTENTIAL LENDERS AND EQUITY INVESTORS. ANTICIPATED SALES FROM THE

PROJECT WERE APPROXIMATELY $97 MILLION OVER A FIVE-YEAR PERIOD.

CANADA

DISTRESS, IN-COURT –

CHAPTER 11 BANKRUPTCY

RESTRUCTURING

MOTOR CAR RACETRACK FINANCIAL RESTRUCTURING ADVICE TO LEGAL COUNSEL AND DEBTOR OF A NATIONALLY

RECOGNIZED MOTOR CAR RACEWAY, AS WELL AS A REFINANCE ANALYSIS AND RELATED SEARCH OF

POTENTIAL LENDERS FOR A BANKRUPTCY EXIT LOAN OF APPROXIMATELY $2 MILLION.

MIDWEST

UNITED STATES

NON-DISTRESS,

INVESTMENT BANKING

HOTEL MANAGEMENT COMPANY ACQUISITION SEARCH (ON A NATIONAL BASIS) FOR A HOTEL MANAGEMENT COMPANY’S POTENTIAL

ACQUISITION OF OTHER HOTEL MANAGEMENT COMPANIES AND THEIR RELATED MANAGEMENT

CONTRACTS OR OWNED ASSETS.

NATIONAL

NON-DISTRESS,

INVESTMENT BANKING

RESIDENTIAL AND RESORT REAL

ESTATE DEVELOPMENT

FINANCIAL ANALYSIS AND SOLICITATION OF POTENTIAL LENDERS AND EQUITY INVESTORS FOR A

PUBLICLY TRADED COMPANY EMBARKING ON A MULTI-PHASE, TEN-YEAR RESIDENTIAL AND

VACATION RESORT DEVELOPMENT WITH OVER $1 BILLION OF ANTICIPATED SALES.

SOUTHEAST

UNITED STATES

NON-DISTRESS, DUE

DILIGENCE

RESIDENTIAL SUBDIVISION

DEVELOPER

LOAN UNDERWRITING DUE DILIGENCE SERVICES TO A PRIVATE LENDER TO INVESTIGATE A

POTENTIAL LOAN OF APPROXIMATELY $10 MILLION TO A RESIDENTIAL SUBDIVISION DEVELOPER.

SOUTH ATLANTIC

UNITED STATES

Page 14: TFC Capabilities Brochure 2010 A

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E N G A G E M E N T C O M P AN Y T Y P E D E S C R I P T I O N L O C A T I O N

NON-DISTRESS, DUE

DILIGENCE

LUXURY FRACTIONAL

REAL ESTATE DEVELOPMENT

LOAN UNDERWRITING DUE DILIGENCE SERVICES TO A PRIVATE LENDER TO INVESTIGATE POTENTIAL

LOAN OF APPROXIMATELY $7.5 MILLION TO A RESIDENTIAL FRACTIONAL OWNERSHIP/TIMESHARE

COMPANY.

SOUTHEAST

UNITED STATES

DISTRESS, IN-COURT –

CHAPTER 11 BANKRUPTCY

FINANCIAL ADVISORY AND

INVESTMENT BANKING

REAL ESTATE INVESTOR

GENERAL BANKRUPTCY, FINANCIAL AND REAL ESTATE ACQUISITION DUE DILIGENCE ADVICE TO THE

POTENTIAL ACQUIRER OF SEVERAL TRACTS OF WATERFRONT REAL ESTATE WITH AN APPROXIMATE

VALUE OF $30 MILLION.

SOUTHEAST

UNITED STATES

NON-DISTRESS,

INVESTMENT BANKING

GOLF AND COUNTRY CLUB REFINANCE AND RESTRUCTURING ANALYSIS AND RELATED SEARCH OF POTENTIAL LENDERS FOR

APPROXIMATELY $12 MILLION OF DEBT.

SOUTHEAST

UNITED STATES

DISTRESS, OUT-OF-COURT

RESTRUCTURING AND

INVESTMENT BANKING

RESIDENTIAL SUBDIVISION

DEVELOPER

GENERAL FINANCIAL RESTRUCTURING AND REAL ESTATE CONSULTING TO A MAJOR RESIDENTIAL

SUBDIVISION DEVELOPER OF APPROXIMATELY TEN ACTIVE DEVELOPMENTS WITH ASSETS OF

APPROXIMATELY $300 MILLION.

SOUTHEAST

UNITED STATES

DISTRESS, IN-COURT –

CHAPTER 11 BANKRUPTCY

RESTRUCTURING

LUXURY BOATYARD & MARINA COURT APPOINTED FINANCIAL ADVISOR FOR CHAPTER 11 DEBTOR-IN-POSSESSION. GENERAL

BANKRUPTCY ADVICE, DIP LOAN ANALYSIS, AND SUPPORT IN SALES AND MARKETING OF THE

COMPANY’S ASSETS OF APPROXIMATELY $15 MILLION.

SOUTHEAST

UNITED STATES

DISTRESS, FINANCIAL

ADVISORY

MEDIA – TELEVISION AND RADIO

STATION HOLDING COMPANY

PROVIDED GENERAL PRE-FILING BANKRUPTCY ADVICE FOR A HOLDING COMPANY WITH OVER

TWENTY TELEVISION AND RADIO STATIONS WITH DEBT IN EXCESS OF $150 MILLION.

NATIONAL

Page 15: TFC Capabilities Brochure 2010 A

E N G A G E M E N T C O M P AN Y T Y P E D E S C R I P T I O N L O C A T I O N

NON-DISTRESS, LAND

TRANSACTION ADVISORY

LAND– DEVELOPMENT COMPANY NEGOTIATED THE ACQUISITION OF 1,300 ACRES WITH 95% INTEREST FREE FINANCING FOR A

FIVE YEAR TERM. COORDINATED ALL ASPECTS OF DUE DILIGENCE AND UNDERWRITING. OBTAINED

A COMPREHENSIVE PLAN AMENDMENT TO INCREASE THE APPROVED DENSITY. NEGOTIATED THE

SUBSEQUENT SALE OF THE SINGLE PURPOSE ENTITY LLC MEMBERSHIP INTEREST FOR A $55

MILLION PROFIT.

SOUTHWEST FLORIDA

NON DISTRESS INVESTMENT

BANKING

MULTI GOLF COURSE OWNER

AND MANAGEMENT COMPANY

STRUCTURING AND NEGOTIATION OF $5.2MM DEBT AND EQUITY FACILITY FOR ACQUISITION OF

LONG TERM LEASEHOLD INTEREST IN MUNICIPALLY OWNED GOLF FACILITY.

SOUTHEAST

UNITED STATES

NON-DISTRESS, LAND

TRANSACTION ADVISORY

LAND– DEVELOPMENT COMPANY NEGOTIATED A JOINT VENTURE ON A 5,000 ACRE TRACT OF LAND UNDER A LONG-TERM

PARTICIPATION STRUCTURE FOR A RESIDENTIAL DEVELOPMENT PROJECT,

SOUTHWEST FLORIDA

NON-DISTRESS, LAND

TRANSACTION ADVISORY

LAND – AGRICULTURAL

LANDOWNER

RENEGOTIATED EXISTING CONTRACTS FOR A 2,600 ACRE DEVELOPMENT PROPERTY. THE

RESTRUCTURE REDUCED THE POTENTIAL RISK FOR THE LANDOWNER WHILE ENHANCING THE TAX

BENEFITS OF THE TRANSACTION. THE LAND TRANSACTION WAS VALUED IN EXCESS OF $85

MILLION.

SOUTHEAST

UNITED STATES

NON-DISTRESS, FINANCIAL

ADVISORY

LAND– DEVELOPMENT

COMPANIES

REPRESENTED DEVELOPERS’ POSITION IN OVER $500 MILLION OF COMMUNITY DEVELOPMENT

DISTRICT FINANCING OF MULTIPLE PROJECTS INCLUDING INVOLVEMENT IN THE BOND SIZING,

RELEASE SCHEDULES, ASSESSMENT METHODOLOGY AND CONSIDERATION OF ALTERNATE

FINANCING SOURCES FOR VARIOUS RELATED ISSUES.

SOUTHEAST

UNITED STATES

NON-DISTRESS, VALUATION CORPORATE PENSION FUND RESEARCHED, PREPARED AND DRAFTED REAL ESTATE VALUATION REPORT (APPRAISAL) OF A

FORTUNE 500 CORPORATE MULTI-STORY HEADQUARTERS BUILDING. NORTHEASTERN UNITED STATES

Page 16: TFC Capabilities Brochure 2010 A

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E N G A G E M E N T C O M P AN Y T Y P E D E S C R I P T I O N L O C A T I O N

NON-DISTRESS, VALUATION REAL ESTATE INVESTMENT

TRUST

RESEARCHED, PREPARED AND DRAFTED REAL ESTATE VALUATION REPORT (APPRAISAL) OF THE

LARGEST MULTI-FAMILY RESIDENTIAL APARTMENT COMPLEX IN ATLANTA, GEORGIA.

SOUTHEASTERN

UNITED STATES

PROCESS IMPROVEMENT FINANCE COMPANY EVALUATED EXISTING LOAN FUNDING PROCESS FROM ORIGINATION TO FUNDING FOR MAJOR

COMMERCIAL CREDIT COMPANY LEADING TO THE DEVELOPMENT AND IMPLEMENTATION OF VARIOUS

PROCESS IMPROVEMENTS THAT REDUCED AVERAGE WAIT TIMES BY 44%.

NATIONAL

Page 17: TFC Capabilities Brochure 2010 A

OUR CONTACT INFORMATION & ADVISOR ’S B IOGRAPHIES

For additional information please contact:

Franklind Lea

President & Managing Member

770.573.9366

Email: [email protected]

Mailing Address:

Tactical Financial Consulting, LLC

725 Highmeade Terrace

Atlanta, Georgia 30005

Or visit our website at www.TacticalFinancialConsulting.com

Page 18: TFC Capabilities Brochure 2010 A

16

FRANKLIND LEA, CIRA

PRESIDENT, MANAGING MEMBER

Franklind Lea is the President of Tactical Financial Consulting. Mr.

Lea has over 25 years of professional experience and education in

complex financial matters encompassing evaluation, valuation and

appraisal; investment management; financial analysis; debt structuring;

and financial restructuring, bankruptcy and workouts. During his

career, he has developed broad experience in commercial finance and

leasing, lending, real estate, valuation, bankruptcy and workouts.

EXPERIENCE

Prior to forming TacticalFinancial in 2005, he was a senior lender at

Textron Financial Corporation for 11 years where he focused on

specialty real estate lending and large account workouts for real estate,

equipment leasing and commercial lending. His professional

experience includes roles as a commercial real estate appraiser with a

national appraisal firm and various positions at First Florida Bank,

including Vice President of Commercial Lending and Regional

Commercial Credit Manager. His experiences include direct lending of

nearly $500 million to businesses and commercial real estate ventures

and credit review and approval of approximately $1.5 billion. He has

also led numerous workouts and financial restructurings recouping over

$250 million of potential losses while working with companies with

market capitalization ranged from $2 million to in excess of $1 billion.

PAST & PRESENT PROFESSIONAL CERTIFICATIONS,

QUALIFICATIONS AND MEMBERSHIPS

American Bankruptcy Institute

Association of Insolvency and Restructuring Advisors

Certified Insolvency and Restructuring Advisor

Turnaround Management Association

Affiliate Member of the CFA Institute

Affiliate Member of the Appraisal Institute

EDUCATION

Mr. Lea graduated with a Bachelor of Science degree in Management

from Florida State University, a Master of Business Administration

from Florida State University and a Master’s Degree in Real Estate and

Urban Analysis from the University of Florida.

He has completed approximately 500 hours of continuing education

during the last five years and presented at several professional seminars.

Page 19: TFC Capabilities Brochure 2010 A

DAN MCCULLOUGH

MANAGING EXECUTIVE PARTNER

Dan McCullough is Managing Executive Partner of Tactical Financial

Consulting. Mr. McCullough has over 35 years of banking, commercial

finance, and equipment leasing experience and education. He has

developed considerable expertise in a wide breadth of financing

arrangements including aircraft, asset based lending, equipment,

commercial finance, product/vendor finance, and real estate.

EXPERIENCE

Mr. McCullough has held several senior management positions in

finance companies. These include 18 years at Textron Financial

Corporation. He left Textron Financial Corporation in 2000 as Group

Vice President of Operations and formed Chelsea Capital Corporation.

Chelsea was formed to arrange conventional and SBA financing for real

estate and to provide consulting services to manufacturers interested in

providing product finance for their customers.

While at Textron he provided management oversight for its multi-

billion dollar investment in aircraft, helicopters, equipment financing

and retail dealer inventory, and Textron’s manufactured products. He

was also active in Textron’s golf course mortgage, finance, commercial

finance and asset-based lending divisions.

PAST & PRESENT PROFESSIONAL CERTIFICATIONS,

QUALIFICATIONS AND MEMBERSHIPS

American Leasing Association

International Leasing Association

Commercial Finance Association

National Golf Foundation

National Aircraft Lenders Association

National Association of Guaranteed Government Lenders

EDUCATION

Mr. McCullough graduated with a Bachelor’s degree from Brown

University and with a Master of Business Administration degree from

Georgia College and State University.

He has been a presenter at professional seminars and conferences and

was formerly certified as an investment management consultant.

Mr. McCullough was an active duty Captain in the USAF and is a Major

in the inactive reserve.

Page 20: TFC Capabilities Brochure 2010 A

18

JEFFREY BURKLE

MANAGING DIRECTOR

Jeff Burkle is a Managing Director of Tactical Financial Consulting. He

has over 25 years of experience in various business matters and has

developed extensive expertise in real estate, financial analysis and

lending. His main focus has been on commercial mortgage and project

finance transactions in the leisure and alternative energy industries. He

also has significant experience in operational improvement

methodology.

EXPERIENCE

Mr. Burkle held several key positions within Textron Financial

Corporations’ specialty real estate lending group for sixteen years prior

to joining Tactical Financial. His positions included Regional Sales

Director, Senior Vice President of Credit and Product Development,

and Commercial Loan Underwriter.

In addition, Mr. Burkle is a certified Six Sigma “black belt”, an

operational improvement methodology that seeks to improve the

quality of a process by identifying and removing errors and variations in

business processes. While at Textron Financial, he spent two years

training for and performing six sigma related projects that resulted in

several million dollars of operational savings. He also served as

National Golf Account Manager, providing SBA financing solutions

for the golf industry. During his career at Textron, Mr. Burkle has

originated over $100 million of commercial mortgage loans,

underwritten and approved over $500 million of commercial mortgages

and implemented process improvements that resulted in millions of

dollars of annual savings.

Prior to Textron, Mr. Burkle served as a development principal for a

company which developed, owned, and operated alternative energy

projects and developed over $100 million of alternative energy projects.

PAST AND PRESENT PROFESSIONAL QUALIFICATIONS AND

MEMBERSHIPS

Certified Six Sigma Black Belt

Urban Land Institute, Real Estate Development Finance Certificate

EDUCATION

Mr. Burkle graduated with a Bachelor of Science degree in Accounting

from New York University.

In addition, Mr. Burkle has completed over 500 hours of continuing

education since 2002.

Page 21: TFC Capabilities Brochure 2010 A

GENE JONES

MANAGING DIRECTOR

Gene Jones is a Managing Director of Tactical Financial Consulting.

He has over twenty 25 years of experience and education in business,

environmental analysis, assessment and site remediation. His

professional experience has focused on environmentally oriented

projects associated with the evaluation of commercial real estate.

EXPERIENCE

Mr. Jones’s work is heavily involved in environmental compliance

evaluations/audits and site assessments for property transactions,

underground and above ground storage tank closures, assessments and

remedial actions, solid and hazardous waste disposal and remediation,

and community relations. He has provided both technical and

administrative management of projects including designing the scope

and budget of required work, estimating staffing requirements,

negotiating scope of work with regulatory agencies, and managing

projects within approved scope, schedule, budget and negotiation of

change orders.

Mr. Jones served as Report Chair for ASTM E 50.02 Committee in the

development of E 1527-93 (Standard Practice for Environmental Site

Assessments: Phase I Environmental Site Assessment Process). In

addition, Mr. Jones has served as CEO for several environmental

consulting and litigation support firms.

PAST & PRESENT PROFESSIONAL CERTIFICATIONS,

QUALIFICATIONS AND MEMBERSHIPS

ASTM (E50:02 and 03 Subcommittees)

Florida Environmental Assessors Association

Florida Brownfields Association

International Society of Technical & Environmental Professionals

Asbestos Inspector

Radon Measurement Technician

Certified Florida Environmental Assessor

Licensed Environmental Professional

Registered Environmental Property Assessor

Registered Environmental Manager

EDUCATION

Mr. Jones graduated with a Bachelor of Science degree in Marketing

from Florida State University.

He has completed or instructed approximately 500 hours of continuing

education during the last five years. In addition, he has been presenter

at numerous professional seminars and conferences.

Page 22: TFC Capabilities Brochure 2010 A

20

JAMES MCGOWAN

MANAGING DIRECTOR

Jim McGowan is a Managing Director of Tactical Financial Consulting.

During his career he has developed an extensive background in

financial management, land sales, and new business development. He

has over 20 years of experience in land development and land

acquisition including project management, financing, sales of residential

and commercial developments, evaluating new land opportunities and

starting business ventures for development companies.

EXPERIENCE

Mr. McGowan began his real estate career in 1986 with Coral Ridge

Properties in Coral Springs, Florida. His initial responsibilities were in

the financial area where he held the position of Accounting Manager

prior to moving to the operating side of the business. Later he served

as Vice President of Operations for WCI Communities in Coral

Springs, Florida. While at WCI he structured over $200 million in

financings for community development districts serving the various

projects within the company.

Beginning in1999, Mr. McGowan worked with The Bonita Bay Group,

during which time he acquired over 18,000 acres of land representing

over $350 million of acquisitions. These lands were entitled for over

40,000 residential units and more than 250 acres of commercial lands.

In addition he was responsible for leading all land and new business

ventures, the sales effort on all properties not included within a master

planned community and commercial land holdings. He generated over

$200 million of land sales in this role.

Since 2006, Mr. McGowan has been a consultant, and has assisted

landowners with the negotiation of their land transactions, the

entitlement of numerous projects, the establishment and financing of

community development district debt structures, and the procurement

of new equity for existing projects. He has also assisted in the approval

of land use amendments through the use of financial modeling that

demonstrates project financial viability while preserving public benefits.

PAST & PRESENT PROFESSIONAL CERTIFICATIONS,

QUALIFICATIONS AND MEMBERSHIPS

Licensed Florida Real Estate Broker

Urban Land Institute, Member and Instructor

EDUCATION

Mr. McGowan graduated with a Bachelor of Science degree in Finance

from Babson College. In addition, he has presented at numerous

professional seminars and conference events.

Page 23: TFC Capabilities Brochure 2010 A

JOHN O’DONNELL

MANAGING DIRECTOR

John O’Donnell is a Managing Director of Tactical Financial

Consulting. He has over 30 years of professional experience and

education in financial analysis and real estate development, operations

and accounting. He has significant experience in commercial and

residential land development as well as hotel, country club and marina

management, operations and accounting. His experience also includes

management responsibility for company operations and reporting while

under bankruptcy court supervision.

EXPERIENCE

Mr. O’Donnell’s extensive experience also includes retail, office,

residential high-rise, single family residential subdivisions, and

condominiums culminating from his various roles with since 1974 with

several distinguished companies, including WCI Communities, the

Bonita Bay Group, and Collier Enterprises.

Most recently, Mr. O’Donnell was the Senior Financial Manager for

Collier Enterprises, one of the country’s largest privately held real estate

holding and land development companies. Earlier engagements

included four years as the financial controller of a large upscale master

planned golf course community that sought bankruptcy protection after

a local environmental group filed litigation improperly alleging

violations of local land use laws. At the time, this created the largest

bankruptcy filing in southwest Florida history. Mr. O’Donnell played

an integral part in preparing the litigation defense, crafting and

consummate a Chapter 11 plan of reorganization that repaid all of the

secured creditors in full, and the sales effort for the project.

Following that experience, Mr. O’Donnell worked for the Bonita Bay

Group the project’s acquirer and became an integral part of the

company’s amenity and land development operations group.

PAST & PRESENT PROFESSIONAL CERTIFICATIONS,

QUALIFICATIONS AND MEMBERSHIPS

Licensed Florida General Contractor

Licensed Florida Real Estate Salesman

EDUCATION

Mr. O’Donnell graduated with a Bachelor of Science degree in Finance

from Florida Atlantic University.

Page 24: TFC Capabilities Brochure 2010 A

22

ANDREW SNOOK

MANAGING DIRECTOR

Andrew Snook is a Managing Director of Tactical Financial

Consulting. He has nearly 20 years of experience in various business

matters and has developed extensive expertise in real estate, financial

analysis, and equipment finance. While largely U.S. focused, he has

also been involved in a number of international transactions.

EXPERIENCE

Mr. Snook is well recognized for his extensive involvement in the

golf course, resort and timeshare industries. While in graduate

school, he focused his studies on the relationships between property

values and golf related amenities. His professional career began in

the research department at the National Golf Foundation in 1989

and later moved into its consulting group conducting feasibility

studies for new golf course development and research reports. He

later joined and spent seventeen years within two commercial credit

companies, Textron Financial Corporation and DaimlerChrysler

Capital Services (debis), where he specialized in golf course and

timeshare lending, and equipment leasing. During his tenure at

Textron and debis, he underwrote more than $500 million of loans

to golf course and resort operators and $200 million of equipment

leases.

Mr. Snook is also a certified Six Sigma “black belt”, an operational

improvement methodology that seeks to improve the quality of a

process by identifying and removing errors and variations in business

processes. While at Textron Financial, he spent two years training

for and performing Six Sigma related projects that resulted in several

million dollars of operational savings.

Through his experiences, he has developed exceptional acumen at

assessing all facets of a facility’s profitability including the operating

characteristics of the various internal departments, the business

acumen of its management, and the customer experience relative to

the facility and its target market.

PAST & PRESENT PROFESSIONAL CERTIFICATIONS,

QUALIFICATIONS AND MEMBERSHIPS

Certified Six Sigma Black Belt

EDUCATION

Mr. Snook graduated with a Bachelor of Science degree in

Geography from the University of London, England and a Master of

Science degree in Geography from Oklahoma State. He has also

taken advanced graduate studies at the University of Florida.

In addition, he has presented at numerous professional seminars and

conference events.