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Global Financial Advisory Services

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INVESTMENT BANKING

VALUATION & FINANCIAL OPINIONS

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DISPUTE ADVISORY & FORENSIC SERVICES

We serve a range of clients from Fortune 500 corporations to privately held

companies in numerous industries around the world.

Our clients and their advisors rely on our premier expertise, deep industry

knowledge, and unparalleled responsiveness on complex financial matters.

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Merger & Acquisition Services

SRR provides a customized approach that addresses the unique

financial and industry conditions of each engagement.

SRR’s investment banking group specializes in providing mergers and acquisitions (“M&A”) advice, private capital- raising services, and other financial advisory services to portfolio companies of private equity firms, closely held or family owned businesses, and divisions of large corporate parents in various industries.

We provide unparalleled responsiveness and attention to strategic issues, transaction structuring, and execution. Our senior professionals are intimately involved in each engagement, leveraging their deep industry experience to identify the most appropriate strategic and financial parties for the transaction at hand.

Mergers & Acquisitions

nn Sell side advisory services nn Buy side advisory services nn Going private transactions nn Corporate divestitures

nn Evaluation of strategic alternatives nn Evaluation of liquidity alternatives nn Joint venture structuring

nn Leveraged transactions and management buy outs

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Private Market Financings

SRR assists clients in arranging the financing they require to pursue growth opportunities, consummate acquisitions, or address shareholder liquidity objectives and recapitalizations. Our senior professionals bring years of experience in the placement of debt and equity capital. We work closely with our clients to evaluate and secure capital from institutional lenders, private investors, asset managers, and private equity investors.

Our capital-raising services include: nn Senior debt

nn Mezzanine debt nn Subordinated debt nn Equity capital nn Convertible securities nn Private equity

Distressed Advisory Services

We assist companies facing serious financial challenges including situations both inside and outside of bankruptcy as well as sales through plans of reorganization and divestitures pursuant to the Bankruptcy Code. Our experience and judgment in these situations assist shareholders and management.

Our advisory services include: nn Distressed transactions /

Chapter 11/§363 bankruptcy sales nn Evaluation of strategic alternatives nn Capital structure assessment nn Raising capital

(senior debt, subordinated debt, equity) nn Distressed mergers & acquisitions

Financing & Distressed

Advisory Services

SRR’s investment bankers develop detailed

financial models that evaluate the most

cost-effective capital structure, while

maintaining the greatest possible financial

and operating flexibility.

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Transaction Support Services

SRR’s professionals have significant experience advising public and

private companies on the financial aspects of pending transactions.

SRR leverages its considerable investment banking and valuation experience to assist clients in making sound business decisions.

We deliver a high level of senior involvement in all aspects of an engagement.

We advise companies, boards of directors, special committees, independent trustees, and other fiduciaries by providing them with sound, objective financial analyses in connection with transactions.

Transaction Opinions

nn Fairness opinions

n Acquisitions and divestitures n Going-private transactions n Related party transactions nn Solvency opinions

n MBO and LBO transactions n Leveraged recapitalizations n Spin-offs

nn Capital adequacy opinions

Pre-Transaction Planning

nn Enterprise valuation

nn Tangible and intangible asset valuations nn Industry research

nn Market multiple analyses

nn Pre-transaction purchase price allocations

Transaction Advisory Services

nn Acquisition target assessments and valuations nn Purchase, sale, and joint venture advisement nn Buy-sell agreement consulting

nn Valuation of Intellectual Property for purchase, sale, or license

nn Valuation of underperforming assets for disposition purposes

nn Merger exchange ratio determinations nn Transaction feasibility analyses nn Internal rate of return and cost of

capital analyses

nn Purchase price allocations nn Accretion/dilution models

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ESOP & ERISA Advisory Services

SRR is uniquely positioned to serve as a

single-source, integrated provider of ESOP

and ERISA advisory services throughout

every stage of an ESOP’s life cycle.

SRR’s ESOP professionals have extensive experience in some of the most innovative and complex transactions involving cutting edge structures, having collectively completed over 1,000 ESOP and ERISA-related engagements.

Pre-ESOP Planning

nn Assessment of strategic alternatives nn ESOP feasibility studies

nn Preliminary valuations

ESOP Formation

nn Transaction structuring and negotiating nn Initial valuation

nn Fairness opinion and solvency opinion

ERISA Compliance

nn Annual valuations nn Follow-on transactions nn ESOP loan restructuring nn Trustee advisory

nn ESOP and ERISA litigation support and expert testimony

Exit

nn Merger and acquisition advisory nn Recapitalizations

nn ESOP termination nn Fairness opinions

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Financial Reporting

We produce sophisticated, supportable, and timely valuations of businesses, equity interests and derivative securities, intangible assets and intellectual property, as well as real and personal property.

Typical financial reporting valuation engagements relate to: nn Purchase price allocation

nn Goodwill and long-lived asset impairment testing

nn Real estate and machinery & equipment appraisals

nn Fair Value of financial assets and liabilities nn Employee stock options and stock awards nn Fresh start accounting

nn Portfolio and fund related valuation

SRR professionals are actively involved and maintain leadership positions in various organizations that are instrumental to the financial reporting standard setting process. We are valuation experts in this field – our work is performed consistent with U.S. and international accounting guidance and promulgations which ensures an extremely smooth valuation process that withstands the requisite audit and regulatory scrutiny surrounding this work.

Corporate Tax Planning

Our thorough, independent, and well-supported valuations can often be the key to achieving corporate tax planning objectives and can provide significant opportunities for corporations to manage and increase cash flow through the minimization or deferral of taxes on corporate earnings and asset sales.

Typical tax reporting valuation engagements relate to: nn Worthless stock election

nn Insolvency analysis for debt restructuring /forgiveness nn Inter-company transfer pricing nn Apportionment of interest expense nn Deferred compensation

nn Property tax appeal

nn Net operating loss /foreign tax credit nn Restructuring /transfer of legal entity

capital /assets

nn Purchase price allocation nn Non-competition agreements /

golden parachute payments nn Like-kind exchanges of tangible /

intangible assets

SRR’s valuation professionals

maintain unparalleled experience

and depth in navigating

complex valuation issues

surrounding domestic and

international financial and tax

reporting requirements.

Financial Reporting and

Tax Valuation Services

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Real Estate and

Machinery & Equipment Valuation

We analyze transaction and cost data to produce supportable

conclusions of value that are designed to meet the strict standards of

auditors, tax officials, lenders, and other fiduciaries.

We produce well-documented valuations that are tailored to support:

nn Financial reporting nn Income tax reporting nn Property tax appeals

nn Estate & gift tax planning and reporting nn Insurance placement

nn Asset based lending nn Purchase sale advisement nn Bankruptcy proceedings nn Pension fund reporting nn REIT reporting

nn Lease accounting

nn Sale-leaseback transactions

nn Real Estate Owned (REO) and foreclosure transactions

Our Real Estate and Machinery & Equipment Valuation Groups have the experience, credentials, and resources to address a wide range of valuation and consulting issues associated with numerous property types and industries.

Real Estate Valuation Services

nn Value determinations nn Expert witness testimony

nn Favorable/unfavorable lease analyses nn Feasibility studies

nn Rent determinations nn Impact studies

Machinery & Equipment Valuation Services

nn Value determinations nn Lifing studies

nn Obsolescence studies

nn Fixed asset verification studies nn Asset tagging and tracking programs nn Fixed asset componentization studies nn Expert testimony and litigation services

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Trust & Estate Advisory Services

SRR provides comprehensive, independent valuation advisory

services to owners of privately held companies to assist with their

succession and general business planning.

Our team of ASAs, CPAs, CFAs, CFEs, and MAIs provides fully documented valuation analyses and expert testimony for complex financial matters.

Valuation Advisory Services

SRR’s comprehensive valuation advisory services include: nn Business valuation

nn Sale advisory and succession planning nn Discount studies (FLP/LLC)

nn Tax controversy and expert testimony nn Complex illiquid financial instrument valuation nn Fractional interest valuations

nn Restricted stock and blockage discount opinions

nn Preferred stock/interest valuations nn Valuation of private equity and hedge

fund interests

nn Buy-sell agreement consulting

We produce analyses and conclusions that support value before the International Revenue Service, within litigation, or during consultations.

We are known for our technical expertise in applying the appropriate valuation methodologies in a specific circumstance. The SRR Restricted Stock Study has become an industry resource used to estimate valuation discounts and is often referenced in other reports and in testimony.

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Our testifying experts provide respected opinions, and opposing expert rebuttals, that position our clients for the best possible outcome in the matter at hand.

Valuation Expertise

nn Business enterprise valuations nn Intangible asset valuations nn Debt and complex financial

instrument valuations nn Real estate valuations nn Personal property valuations

nn Retrospective fairness opinions and solvency opinions

nn Fraudulent conveyance analysis nn Valuation discount analysis

Our expert reports substantiate conclusions based on a thorough understanding of the facts of the matter and the appropriate application of valuation standards and methods.

Expertise in Various Types of Matters

SRR advises on numerous litigation-related matters involving valuation, including:

nn Shareholder and partner disputes nn Minority shareholder oppression actions nn Post-transaction disputes

nn Securities and shareholder derivatives actions nn Bankruptcy litigation

nn Family law matters

nn Intellectual property disputes nn Income and estate/gift tax disputes

nn Condemnation, zoning, and land use disputes nn Property tax appeals

Valuation Expert Services

Along with our expertise and deep industry

knowledge, SRR’s valuation experts spend a

material amount of time advising on real world

transactions, which gives us a unique ability to

provide credible valuation testimony.

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Working closely with counsel, SRR’s damages experts provide personal hands-on attention throughout the litigation process.

Assistance Throughout the Litigation Process

nn Early case damages assessment nn Discovery assistance

nn Analysis of economic issues nn Calculation of damages and other

monetary relief nn Expert testimony

nn Settlement negotiation support

SRR’s damages experts bring a breadth of experience, specialized industry knowledge, effective case management skills, and responsive client service.

Damage Theory Expertise

nn Lost profits nn Coverage damages nn Diminution of value nn Disgorgement of profits nn Unjust enrichment nn Irreparable harm

Expertise in Various Types of Matters

Our clients benefit from our proven ability to evaluate all relevant evidence to present an assessment of damages regarding a variety of different commercial matters. nn Breach of contract

nn Business interruption nn Business tort damages

nn Insurance and subrogation claims nn Intellectual property disputes

nn Product liability, warranty, and recall disputes nn Bankruptcy & restructuring disputes

nn Employment and personal economics disputes nn Shareholder disputes

nn Post-transaction disputes nn Material adverse change claims nn Fraudulent conveyance

Our expertise is also brought to bear in our review of opposing expert reports. We draw on our extensive knowledge of damage methodologies, case precedent, and case facts to challenge their assumptions, interpretations, and findings.

Our experts distill a myriad of

financial and industry data to

assess various remedies and

develop well supported fact-based

conclusions and opinions that

are succinctly and persuasively

conveyed to judges and juries.

Damages Expert Services

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Intellectual Property Services

SRR regularly consults with intellectual property owners and their

counsel regarding dispute, valuation, and licensing matters.

IP Dispute Services

Our professionals bring a breadth of experience spanning technologies, products, and industries to help our clients deal with the many economic issues associated with each particular IP dispute including:

nn Lost profits resulting from lost sales, convoyed sales, and price erosion nn Reasonable royalties

nn Market definition nn Unjust enrichment

nn Harm to reputation and goodwill nn Corrective advertising

Our professionals have provided testimony across a wide range of IP matters including:

nn Patent, trademark, copyright, and trade dress infringement

nn Trade secret misappropriation nn Breach of license agreements nn Unfair competition

nn Antitrust counterclaims

Other IP Services

IP Valuation

We have valued IP in a variety of contexts, including: nn Transaction advisory (buy-sell, licensing, M&A, etc.) nn Bankruptcy proceedings

nn Financial reporting nn Tax reporting

nn Strategic decision-making nn Regulatory compliance

We draw from a variety of valuation methodologies and analytical approaches to perform our analysis:

nn Relief from royalty nn Excess earnings nn Discounted cash flows nn Decision-tree analysis nn Monte Carlo simulations

nn Options pricing, and many others IP Monetization and Licensing Compliance

We also assist clients in analyzing the key economic issues associated with monetizing IP. Related services include:

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Fraud & Forensic Services

SRR’s fraud and forensic services professionals

are adept at developing relevant, efficient, and

effective recommendations for managing risk,

documenting schemes, and quantifying the

impact of alleged fraud.

SRR’s forensic services professionals understand the complexities involved in corporate internal investigations and commercial litigation engagements. When business misconduct is suspected, companies need the expertise of experienced, independent financial professionals. SRR’s fraud and forensic services professionals consist of accountants, finance professionals, economists, fraud examiners/investigators, and valuation experts that are certified, licensed, and trained to assist clients in unwinding complex financial transactions. Our investigative services include:

nn Internal investigations nn Forensic accounting services nn Fraud prevention, detection, and

response services

nn Assessment of financial statement misrepresentation

nn White collar crime investigations nn Assessment of financial controls nn Computer forensics

We bring a full complement of technical expertise and real world experience in numerous industries to every client engagement.

Clients served include: nn Litigators

nn White collar attorneys nn Audit committees

nn Boards of directors and special investigation committees nn General counsel

nn Internal auditors, compliance staff, and risk managers

nn Financial institutions nn Stakeholders /shareholders nn Municipalities

nn School districts

nn Bankruptcy trustees and third party creditors SRR’s experts possess vast experience in the court room and alternative dispute resolution forums. Our senior professionals have testified in hundreds of expert witness capacities, including testimony in the following venues: nn Federal and State Courts, including:

n District court n Circuit court n Probate court n Bankruptcy court nn Arbitrations

nn Mediations and other facilitative forums

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E-Discovery Services

SRR offers a team of credentialed professionals who deliver customized

assessment, planning, and implementation services.

SRR utilizes the latest technology and investigative methodologies to assist with electronic discovery in complex litigation, regulatory reviews, investigations, and commercial or shareholder disputes. We combine our technical expertise with a best in class E-Discovery hosting and review platforms to identify and understand information and present our findings.

Our clients enjoy access to a secure document repository, with chain of custody reporting, for a variety of E-Discovery matters, including:

nn Commercial litigation nn Family law matters

nn Labor and employment disputes nn Internal investigations

nn Shareholder disputes nn Bankruptcy and restructuring nn Intellectual property disputes

We provide our clients with:

nn Assessment of IT infrastructure nn Meet and confer assistance nn Preservation consulting

nn Collection, processing, and online production nn Copying, scanning, and printing

nn Production of exhibit binders nn Coding

nn Recommendations for discovery plan nn Development of E-Discovery orders

and exhibits

nn E-Discovery cost containment consulting Our clients benefit from the efficiency and assurance that comes from our customized E-Discovery support. SRR is unique in its ability to bring both technical and financial expertise to complex discovery engagements.

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www.srr.com

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