WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC ADVISING, INVESTING, AND PARTNERING WITH MANAGEMENT 39 SOUTH LASALLE STREET CHICAGO, ILLINOIS 60603 TEL: 312-263-7580 www.whitecapllc.com WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC INTRODUCTION Inside many innovative, risky, and under-capitalized companies lies a blue-chip multinational struggling to break out. Just because a company is small today does not mean it will be small tomorrow. It is the size of the idea that counts. VISION White Cap Private Equity Management, LLC helps developing businesses secure financing for big ideas. We provide support and give you access to our invaluable resources to turn your big idea into a giant success. “ Never let go! Too many give up too early. Too many give up not realizing how close to success they were. Believe in your dreams even if everyone around you has awakened from theirs. This game is the pursuit of opportunity without regard to resources. Fifty rejections is a good start. Fifty rejections is not enough. If you prefer to play rather than be a spectator, you will succeed. Success is rarely a solo effort. There is a positive aspect to everything. Find it. - Anonymous. ” I WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC BACKGROUND White Cap Private Equity Management, LLC has a rich entrepreneurial history that dates back to the early 20th century. At that time, foods sealed hermetically in glass containers were expensive a virtual luxury. In 1926, George, Phillip, and William White co-founded White Cap, Inc. which produced a radically new, economical metal closure for glass containers. Initially manufacturing one million caps in an old box factory on the Chicago River, their development revolutionized the American food processing industry by bringing vacuum-packed preserved foods out of the home kitchen and into mass production. Today, the company founded by George White and his brothers operates as Silgan White Cap Americas, a subsidiary of Silgan George, Bob and Philip White, 1941 Holdings, Inc. (NASDAQ: SLGN). The company continues to operate as a world leader in metal and plastic vacuum closures, manufacturing twelve billion caps annually in plants worldwide for nearly every type of vacuum closure in use (see White Cap History). Throughout its history, White Cap has maintained its excellent reputation for quality, customer service and innovation (see White Cap Harvard Business School Case Study ©1986). As an entrepreneurial merchant banking boutique, White Cap Private Equity Management, LLC advises like-minded executives on capital market issues pertaining to private placements, management buyouts, and leveraged acquisitions. By advising 21st century entrepreneurs , White Cap is a catalyst for securing financing for the development and marketing of next-generation products and services. “ In the end, all business operations can be reduced to three words: People, Products, and Profit. - Lee Iacocca, Retired CEO, Chrysler Corporation. ” II WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC INDUSTRY White Cap Private Equity Management, LLC is a privately-held boutique investment bank. We focus on providing advisory services with an emphasis on private placements, management buyouts, and leveraged acquisitions. Since the firm does not provide research, trading, lending or related activities, it can remain dedicated to building long-term relationships by providing conflict-free and client-focused advice. Our industry experience includes Life Sciences & Healthcare, Business & Financial Services, Communications, Consumer Products & Retail, Natural Resources & Clean Technology, Information Technology and Software, and Real Estate. The firm has developed a team of dedicated industry specialists and advisors who provide consultation on a case-by-case basis. Recognizing that human capital is the catalyst to attracting financial capital, White Cap seeks to partner with experienced and successful management teams regardless of industry. We work alongside a diverse group of institutional investors comprising private equity and venture capital funds as well as secondary asset sources such as hedge funds, pension funds, endowments, foundations, and angel investors. The firm advises clients in structuring and arranging capital within all private equity and debt-related asset classes, including common stock, preferred stock, limited partnership interests, subordinated debt with equity conversion features, revolving lines of credit, equipment financing, and senior secured debt. Capital commitments are typically within a $10 MM to $500 MM target range and may include companies operating in North America, Mexico, South America, and the European Union. Fundraising through venture capitalists, bankers, or the public markets remains one of the most important and challenging issues facing entrepreneurs. Executives turn to us for assistance in raising funds because they understand that building a successful company is a monumental feat requiring a dedicated partner. White Cap supports clients through the anticipated, and unforeseen, hurdles of building and operating a company. Because a skilled management team is the bloodline of any company, White Cap commits significant time working closely with each client to build relationships based on mutual trust. Beyond guidance, assistance and support, we provide high-growth entrepreneurial ventures with timely access to a syndicate of institutional and angel investors. Without exception, the firm is committed to providing the absolute best counsel and execution for every transaction. Whether you are building a pre-revenue start-up company or acquiring a mature cash flow business, the future is full of unknowns. That’s why White Cap has developed an advisory board and network to share experience, insights, knowledge, and information with our clients. We bring years of experience with companies that have faced similar challenges, and offer access to human capital that gives entrepreneurs the advantage needed to turn their companies into market leaders. Combining this experience with truly innovative entrepreneurs and business savvy, White Cap helps create the success stories that will reshape the competitive landscape of the global economy. III WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC PRIVATE PLACEMENT Once under review, business plans and mandates are evaluated based on a balance of success criteria. White Cap concentrates on experienced, high-profile management and board members committed to or affiliated with the venture. Distinctive and otherwise beneficial relationships formed with customers or partners are part of the overall evaluation process. Likewise, management’s ability to demonstrate continuous growth momentum even under adverse capital market conditions is critical to raising the excitement and attention level within the investment community. Increasing sales, product development, and industry talk from credible sources helps foster an environment where an investment decision will be made, rather than delayed. Although the institutional investor universe is well established it is always evolving, making it difficult to keep abreast of investment conditions. Our proprietary “Private Capital Market Database” provides unique financing sources and access to other professional advisors. Acting as an intermediary between its clients and potential investors, White Cap provides a buffer against unproductive solicitations, conducts the required due diligence on investor prospects and screens out inappropriate investors, ensuring a smooth fundraising management process. Through our involvement and mediation, management can avoid the more tedious aspects of the capital raising process, and remain focused on day-to-day operations. White Cap evaluates potential deals through internal research and analysis to determine its capacity to attract suitable funding. Our industry focus and contact network assists clients through due diligence, including a detailed background check on the management team. Developing a strong, compelling investment thesis emphasizing the unique and exciting aspects of the transaction is critical. The sub-points of the thesis should differentiate the company from its competition and clearly illustrate revenue and profit growth. Private investors expect higher returns than public investors to compensate for increased risk and less liquidity. Working with our clients, we structure the security, terms, and valuation that will best meet the market and case-specific requirements. “ Good management consists in showing average people how to do the work of superior people. - John D. Rockefeller, 1839-1937, American industrialist and philanthropist. ” IV WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC PRIVATE PLACEMENT (continued) PROCESS A private placement memorandum (PPM) should be a comprehensive but concise presentation. It must be of the highest quality and easily understood in order to differentiate it from the competition. In parallel with management’s drafting of the PPM, White Cap develops an investor marketing plan and proprietary target list. The heart of the plan consists of a list of potential “lead” and “follow-on” investors that may include private equity and venture capital funds and mezzanine funds, as well as secondary asset sources including hedge funds, pension funds, endowments, foundations and high net worth individuals. White Cap initiates contact with potential investors, forwards placement memorandums to interested parties, places follow-up calls to answer questions, and arranges management presentations. In meetings orchestrated and attended by White Cap, management completes its investor presentation and responds to detailed questions. Subsequent due diligence requests, meetings or discussions are arranged with the goal of moving rapidly to a commitment. In tandem with our client, we negotiate with the lead investor(s) and, immediately thereafter, instruct counsel to draft a Letter of Intent or Definitive Purchase Agreement. Pre-Marketing “ Materials Preparation Marketing Plan Execution Closing When as a young and unknown man I started to be successful I was referred to as a gambler. My operations increased in scope and volume. Then I was known as a speculator. The sphere of my activities continued to expand and presently I was known as a banker. Actually, I had been doing the same thing all the time. - Sir Ernest Cassell, Private banker to King Edward VII. ” V WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC MANAGEMENT BUYOUTS & LEVERAGED ACQUISITIONS White Cap acts as an advisor to senior management teams seeking to acquire businesses on a leveraged basis. This includes: • Management Buyouts the firm facilitates the acquisition of public and private companies in partnership with incumbent management teams. Existing shareholders are given liquidity while managers receive generous equity stakes in the recapitalized company. • Management Buy-ins the firm arranges for outside management to acquire companies where the retiring or resigning key executives leave the business without succession plans. Qualified executives and managers negotiate a mutually agreeable set of criteria with institutional investors, including the recruitment and selection of outside management. • Recapitalizations the firm provides liquidity for principals and managers without sacrificing operating control of the company. By recapitalizing, shareholders receive cash liquidity while retaining equity and the ability to participate in the rewards of future growth. • Family Succession the firm facilitates the transfer of ownership from one generation to the next, fulfilling liquidity and estate planning objectives while preserving the identity of the family business. This scenario is particularly attractive if a younger generation will ultimately obtain the cash proceeds bequeathed by an estate. • Industry consolidation the firm works with management teams to identify other companies in a related industry. Support is given to managers seeking to make select strategic acquisitions or to integrate companies within a fragmented industry. Whatever the required transaction structure our experience, creativity, and flexibility enable us to recognize potential opportunities for value creation. Key elements of successful transactions include: identifying high quality management teams within attractive industries, negotiating acquisitions with sellers preferably on a non-auction basis, negotiating the employment arrangements and ownership participations with key managers, providing and arranging the financing required to complete the acquisition, and following closing, serving on the Board of Directors of the newly-formed companies and providing assistance to management with respect to capital market activities. VI WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC MORLEY CAPITAL MANAGEMENT, LLC Periodically, White Cap participates in unique investment opportunities through its affiliated investment vehicle, Morley Capital Management, LLC (MCM). MCM acts as a financial partner to management teams who are building companies that seek to change the businesses in which they compete. Investments are made primarily within the following industries: Life Sciences & Healthcare, Business & Financial Services, Communications, Consumer Products & Retail, Natural Resources & Clean Technologies, Information Technology and Software, and Real Estate. MCM does not lead transactions and participates only alongside proven institutional and corporate investors on a pari passu basis. MCM may invest up to $2 MM per company. “ I thinkVIIit’s unfortunate that to some degree the word “entrepreneur” has taken on the connotation of a gambler. I don’t see it that way at all. Many times, action is not the most risky path. The most risky path is inaction. - Fred Smith, Founder of Federal Express. ” VII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC TIMELINE OF EVENTS Weeks 1-2 Organizational Meetings and / or Calls Placed Distribution of Due Diligence Materials and Financial Information Due Diligence Process Begins Confidential Information Memorandum Preparation Begins Weeks 3-5 Begin Preparation of Management Presentation Create Confidential Information Memorandum Finalize Due Diligence Weeks 6-9 Initiate Contacts with Prospective Investors Execute Confidentiality Agreements with Prospective Investors Distribute and Finalize Management Presentation Deliver Confidential Information Memorandum to Investors Arrange Meetings and / or Calls with Prospective Investors Weeks 10-15 Continue to Contact Prospective Investors Deliver Confidential Information Memorandum to Investors Arrange Meetings and / or Calls with Prospective Investors Respond to Information Requests from Prospective Investors Schedule Management Presentations with Prospective Investors Schedule Follow-Up Meetings and / or Site Visits with Prospective Investors Weeks 16-19 Complete Management Presentations Continue to Respond to Information Requests from Investors Receive and Evaluate Final / Committed Proposals from Investors Negotiate Proposals with Investors Negotiate and Execute Final Proposal Week 20 Closing of Transaction VIII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC FLEXIBILITY REPRESENTATION White Cap evaluates its role and participation within a mandate on a case-by-case basis in order to accurately account for the specific needs of all parties involved. We offer flexibility in representing each client, structuring our compensation according to mutually acceptable terms determined at the initial stages of the engagement. Primary consideration is given to: Exclusivity, Retainer, Expenses, Closing Fees, and Equity Participation. “ Nothing in the world can take the place of persistence. Genius will not. Unrewarded genius is almost a problem. Talent will not. The world is filled with unsuccessful men of talent. Education alone will not. The world is filled with educated derelicts. - Ray Kroc, Founder of McDonald Corporation. ” IX WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC INDUSTRY FOCUS INDUSTRY Communications Telecommunication networks are undergoing a revolutionary transition across every dimension of technology and service delivery. Such networks are being reinvented by the migration to packetbased communication technologies to facilitate internet transmissions. Within the communication services industries, White Cap places significant emphasis on optical networking, voice-overthe-net, high-speed switching, broadband, wireless, communication semiconductors, systems, and software. White Cap believes telecom networks will continue to transform themselves via increased competition, technology, deregulation, and increased workforce mobility. Consequently, substantial investment opportunities continue to exist in products such as components, systems, and software – along with new broadband provisioning services operating on fundamentally new business models. The firm works alongside visionary, industry-leading management teams who not only have a proven ability to execute a successful plan but also the skills to develop innovative products and services that will help reinvent the industry. The combination of our capital market strength and industry contacts with our client’s vision, technical talent, and marketing expertise serves as the foundation for a successful partnership for all parties involved. Media Innumerable studies point to dramatic growth across all mediums as the e-commerce and internet age stimulate overall media consumption. In light of such competition, White Cap views traditional and emerging media platforms as dramatically expanding online and offline information delivery. With the convergence of content and delivery systems, information providers will elevate the productivity of old and new economy companies. We are interested in various media segments including: television and radio broadcasting, cable, satellite, entertainment, newspaper publishing, consumer book and magazine publishing, professional and educational publishing, business information services, and specialty media. Working with seasoned managers and other professionals, the firm arranges capital to insure not only the growth of existing media but also the evolution of new media platforms. “ To me one of the most exciting things in the world is being poor. Survival is such an exciting challenge. - Thomas Monaghan, Founder of Domino’s Pizza. ” X WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC INDUSTRY FOCUS (continued) INDUSTRY Natural Resources & Clean Technology Natural Resources & Clean Technology is the largest industry segment in the world. These businesses define a vast technology-driven industry that encompasses everything from oil and gas exploration to the final distribution of petroleum products. This multi-trillion dollar, capital intensive industry is comprised of various complex business segments that are constantly in flux due to deregulation and inevitable commodity cycles. As deregulation moves the industry from one comprised of local and regional monopolies to an industry of choice and competition, and as electric and gas utilities are forced to separate generation, distribution, and transmission assets, White Cap sees enormous potential in energy infrastructure, energy manufacturing and services, and energy reserves. This may include power plants and related assets including gas, coal and various renewable energy sources; extraction and production of major energy sources; gathering, processing, storage and transportation of major energy sources; and electric and gas distribution. Furthermore, an enormous amount of technology is under development to create clean sources of energy that are cost competitive and will allow widespread adoption. Within clean energy, the firm is focused on renewable energy, energy efficiency, waste-to-energy, recycling, environmental technologies, waste water treatment, wind, geothermal, biomass, biogas, solar, fuel cells and wave power. Information Technology The advent of client-server computing and internet-based applications enables companies to deploy systems that automate many of their business processes – from manufacturing to marketing. In the applications arena, White Cap foresees exceptional opportunities arising in vertical markets of system development, implementation, and maintenance. The growth, complexity, and proliferation of client-server networks creates management and administration difficulties, generating new prospects for system management solutions vendors. The explosive growth and rapid acceptance of the internet produces opportunities by overturning the client-server paradigm. White Cap also targets software companies who prefer to host their “browser-as-client” architecture offsite and run over the Net as compared to licensed and installed in-house. Furthermore, we seek companies solving mission-critical problems for software-based middleware, tools, applications, and on-line service providers. Fueled by the promise of World Wide Web connectivity and the growth of interactive digital media, White Cap advises software companies whose fundamental technology will create new computer and communication architectures. XI WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC INDUSTRY FOCUS (continued) INDUSTRY Life Sciences & Healthcare As one of the largest and fastest-growing sectors of the economy, healthcare continues to undergo rapid technological and demographic changes. Scientific advances and technological breakthroughs are delivering unprecedented opportunities to create access to healthcare on a global basis. White Cap assists companies in capitalization efforts across all stages of the product lifecycle from discovery through commercialization. We are driven to improve the lives of millions around the world while rewarding shareholders with extraordinary returns. White Cap pursues biotechnology, pharmaceutical, diagnostic, device, biomaterial, healthcare IT and services, and wellness concerns. To this end, White Cap seeks companies that have alliances with large pharmaceutical companies, the potential for broad clinical application, and command of multiple technologies bearing on a specific large-market opportunity. We focus on health service improvements that streamline communication between providers, payers and patients, automate workflow of healthcare providers, optimize services in traditional settings, and provide quality and cost effective options that empower consumers and physicians to make informed cost/ benefit evaluations. We pursue technology breakthroughs that further the R&D goals of the pharmaceutical industry, provide new products or devices that are characterized by quantifiable cost/ benefit arguments, and serve large unmet market opportunities. Real Estate White Cap seeks to partner in the acquisition, expansion, development or redevelopment of real estate assets in the US and Canada including commercial, residential, recreational, and hospitality properties. By partnering with proven and successful local real estate operators who have specific knowledge and insight into regional real estate markets or asset classes, White Cap can participate in complex transactions including direct equity investments in real property, debt investments secured by real estate, privately placed real estate securities, and joint ventures with, or outright acquisitions of, real estate operating companies. Clients may include developers, corporations, pension and endowment funds, and/ or institutional investors that have specialized expertise in the real estate industry. “ What is now proved was once only imagined. - William Blake, b. 1757, English poet, painter, and printmaker. ” XII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC INDUSTRY FOCUS (continued) INDUSTRY Consumer Products & Retail The Consumer Products & Retail segment is comprised of niche consumer goods and services: sports and recreation, and specialty retail. Although interested in various niche consumer goods and services, White Cap is highly focused on the advent of new technologies and therapies within life sciences and healthcare that spawn new consumer products. As consumers become more health conscious, their underlying demands create new markets including the convergence of luxury and value brands as well as heightened interest in fitness and recreation. These industry segments support long-term fundamental trends in consumer demographics such as an aging population, rising disposable incomes in various geographic and ethnic markets, and a rise in single households. Within specialty retail, White Cap is seeking to combine established concepts that provide customers with perceived value and service with short, new-store payback periods where growth can be achieved at virtually all stages of an economic cycle. In addition, the firm views branding as something which is reflected in every aspect and at every level of a company. Branding enables companies to make specific promises and deliver on them in a way that meets or exceeds consumer expectations. Brands are always relevant. They succeed because people need and want what they represent. Moreover, White Cap looks to supporting technologies for consumer companies such as marketing software and services, internet-based technologies, retail oriented information services, and analytics. “ The merger environment then (1967), compared to what it is today, was like comparing a Mozart quartet to Mick Jagger. - Felix Rohatyn, Former Managing Director, Lazard Frères & Co. ” XIII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC MANAGING PARTNERS Stephen M. White Stephen M. White is the Founder and Chairman of White Cap Private Equity Management, LLC. Stephen has developed extensive knowledge within the institutional private capital markets with a concentration on leverage acquisitions and venture capital. His mandates and contingency assignments have included both public and private companies at all stages of development and industries including Life Sciences & Healthcare, Communications, Consumer Products & Retail, Natural Resources & Clean Technology, Information Technology and Software, and Real Estate. Prior to forming White Cap Private Equity Management, LLC, in 1999, Stephen spent seven years as Managing Director of James J. White & Associates, LLC, a closely held investment bank specializing in the origination of management-led buyouts of public and private companies. In this capacity the firm consummated billions of dollars in transactions in conjunction with private equity groups such as Kohlberg, Kravis, Roberts (KKR), Morgan Stanley Capital Partners, and The Blackstone Group. Prior to his tenure at James J. White & Associates, Stephen held various investment banking positions at the Utilities and Project Finance Group at Manufacturers Hanover Trust Limited, the Capital Markets Group at Merrill Lynch, the Financial Engineering Group at Midland Montagu Limited, and the Public Affairs Department at The Atlanta Federal Reserve. Stephen earned graduate degrees in Business Studies and in Finance and Accounting from the London School of Economics and Political Science, London, England and completed his undergraduate studies at Southern Methodist University, Dallas, Texas. Adeesh Chandra Adeesh Chandra is a Managing Partner of White Cap Private Equity Management, LLC. Adeesh specializes in emerging growth financing and was instrumental in creating the firm’s venture capital practice. Responsible for orchestrating the implementation and development of the firm’s proprietary “Private Capital Market Database”, Adeesh has also advised clients in industries such as Life Sciences & Healthcare, Business & Financial Services, Consumer Products & Retail, Information Technology & Software, and Real Estate. Prior to joining White Cap Private Equity Management, LLC in 2000, Adeesh worked as an analyst within the Mergers & Acquisitions Group at Lazard Frères & Co., LLC, a preeminent New York-based international investment bank providing underwriting, advisory and asset management services. In this role, Adeesh participated in the execution of mergers, acquisitions, and capital market transactions in addition to researching selected industries. Prior to his position at Lazard, Adeesh served in an analyst and research capacity at Consulting Group, Inc., a firm providing application development services including information services, database design, project management, and hardware evaluation; and Aventis Pharmaceuticals, a subsidiary of European drug maker Sanofi-Aventis, the world’s third largest pharmaceutical company. Adeesh earned a Bachelor of Arts in Economics from the University of Chicago. “ Is your company so small you have to do everything for yourself? Wait until you’re so big you can’t. That’s worse. ” - Michael Bloomberg, Former CEO, Bloomberg, Current Mayor of New York City. XIV WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC MANAGING DIRECTORS Matthew Thomas With twenty years experience in the investment banking and securities industries, Matthew spearheads the firm’s due diligence practice where his efforts have been focused in industries including Natural Resources & Clean Technology, Minerals & Mining, Energy, Life Science & Healthcare, Technology, and Transportation. In addition Matthew has developed an extensive investor network primarily concentrated on family offices and high-net worth individuals. Prior to joining White Cap Private Equity Management, LLC in 2009, he worked with CDG Holdings, a financial services sector start up, Spencer Trask, an investment advisory firm focused on technology and healthcare, and in the Private Client Services divisions of Credit Suisse First Boston and Morgan Stanley. From 1989 to 1995 Matthew lived and worked in Madrid, Spain where he was a member of the international institutional sales fixed income trading desk for both CIMD, Spain’s largest fixed income brokerage, and Banco Santander de Negocios, the merchant banking holding company for Banco Santander. Matthew holds an MBA from the Kellogg School of Management at Northwestern University, Evanston, Illinois, completed his undergraduate degree in International Relations at Georgetown University, Washington, DC and is fluent in Spanish. Joseph D. Morales With over four decades of executive management and operations experience, Joe spearheads all activities within Life Sciences & Healthcare. From 1962 to 1978 Joe held financial and management positions at Fortune 500 Companies including Ford Motor Company, Rockwell International, Admiral and United Brands respectively. In 1978, Joe was recruited to Searle, now a unit of Pfizer, as a member of a turnaround team. At the time, Searle suffered from declining profits within its various businesses as well as a severely depressed stock price. During his tenure, Joe served in various capacities including VP & Corporate Controller; VP & General Manager of the U.S. Pharmaceutical Group, a unit with annual sales of over $300 MM; VP of Corporate Planning, working with Searle’s CFO to develop and implement a three-phase growth plan for Pearle Vision Centers, resulting in an IPO and sale to Grand Metropolitan; and VP of the R&D Division, a unit with approximately 1,400 scientists and technicians and an annual expenditure budget of $120 MM. Once Searle obtained a patent for NutraSweet, the non-caloric sweetener, Joe became COO of The NutraSweet Company, growing annual sales to $1 BN. In 1987, Joe started a private consulting practice which included merger and acquisition work, investment banking, market studies for new products, installation of management reporting systems, and restructuring analysis. In 1999, Joe became COO of Triangle Laboratories, an analytical laboratory which he departed in early 2004 when the company became the target of a hostile takeover. Prior to joining White Cap Private Equity Management, LLC, Joe served as COO, Summit TCD Corporation, a boutique consulting firm which develops custom software for Fortune 500 companies in the diagnostic and healthcare industry. Joe earned a B.A. in International Relations from the University of Southern California, graduating Phi Beta Kappa. He was subsequently awarded a Woodrow Wilson Foundation fellowship for graduate studies in economics at Princeton University. After leaving Princeton in 1961, “ Don’t ask whether something can be done; find a way to do it. - An Wang, Founder, Wang Laboratories. ” XV WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC MANAGING DIRECTORS (continued) Mark P. Turchan Mark is focused on Basic Industries including: Business & Financial Services, Communications, and Natural Resources & Clean Technology. Concurrently, Mark serves as a Senior Vice President at MarketBridge, a Bethesda, Maryland-based management consultancy that assists Fortune 500 companies in maximizing the impact of their sales and marketing activities. From 2003 to 2005, Mark worked with The Cambridge Group and as an independent consultant, advising Allstate Insurance Company in the design and launch their highly successful new product, Your Choice Auto Insurance. From 1999 to 2003, Mark worked with several leading edge entrepreneurial consultancies including Seurat Company and eLoyalty Corporation. From 1996 to 1999, Mark served as a Senior Vice President of Profit Enhancement at ABN AMRO North America, a subsidiary of ABN AMRO Holding N.V., one of the largest banking groups in the world. At ABN AMRO North America, Mark created and led a 15-person team that helped the bank capture the full value of the franchise via the execution of multiple revenue and expense driven strategic initiatives. From 1990 to l996, Mark held various positions at McKinsey & Company, one of the world’s top management consulting firms, with engagements covering Financial Services, Communications and Energy among others. Mark earned a Masters in Business Administration (MBA) from the Harvard Business School, Boston, Massachusetts and joint B.A.Sc. / M.A.Sc. degrees in Systems Design Engineering from the University of Waterloo, Waterloo, Canada. Ellen C. Craig Ellen has been a regulatory law and policy consultant specializing in energy and telecommunications issues since 2001. She is also a Senior Advisor to The Brattle Group, an international economic consultancy. From 2004 to 2009 she served as Vice-Chairman and Commissioner of the Illinois Executive Ethics Commission. From 1999 to 2004, Ellen provided inhouse telecommunication and regulatory policy expertise to CoreComm Comunications, Inc. and USN Communications, Inc, Previously, she was a consultant specializing in domestic and international telecommunications and utility regulatory issues from l994 to l997. From 1989 to l994, she served as Chairman and Commissioner of the Illinois Commerce Commission, the state public utilities regulatory body which regulates electric, gas, trucking, telecommunications, and water utilities. From 1978 to 1989, she was a law and policy advisor to Governor James R. Thompson, and held several management positions including Deputy Chief of Staff. Ellen is a Director of the Environmental Law and Policy Center and several other not-for-profit organizations. She earned a B.A. from Cardinal Cushing College and a J.D. from The John Marshall Law School. She is admitted to practice in Illinois. “ Forecasts usually tell us more of the forecaster than of the future. - Warren Buffett, b. 1930, American investor, industrialist, and philanthropist. ” XVI WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC VICE PRESIDENTS Anthony K. Jones Tony is exclusively focused on Life Sciences & Healthcare. Previously, Tony was Director of Marketing for Summit TCD Corporation, a boutique consulting firm which develops custom software for Fortune 500 companies in the diagnostic and healthcare industry. He was responsible for helping clients determine how best to merge corporate marketing efforts, key messages, and electronic customer data into effective, computer-based sales support tools. From 1999 to 2004, Tony worked with Triangle Laboratories, Inc./ Eno River Labs, a high-end diagnostic laboratory performing ultra-low level analysis supporting pharmaceutical clinical trials and environmental analysis for engineering firms, consulting firms, and government agencies. His numerous responsibilities included Director of Marketing and External Relations, Director of Investor Relations, Assistant to the COO, Director of Human Resources, and Manager, Data Review and Reporting. Tony earned a Bachelor of Arts in English and Comparative Literature from the University of North Carolina at Chapel Hill. XVII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC ADVISORY BOARD Robert C. Atkinson Bob is currently Executive Director of the Columbia Institute for Tele-Information (CITI) focusing academic research on the impacts of competition and technology within the telecommunications industry. Prior to joining CITI, Bob was Deputy Chief of the Federal Communication Commission’s Common Carrier Bureau, responsible for developing, implementing and enforcing FCC policies and regulations governing interstate and international telecommunication services. From 1985 to 1998, Bob was responsible for the regulatory, public policy, and external affairs activities of Teleport Communications Group (TCG), the nation’s first Competitive Access Provider (CAP) and Competitive Local Exchange Carrier (CLEC). In 1994 he became Senior VP for Legal, Regulatory & External Affairs when his role was expanded to include responsibility for TCG’s Legal Department. When AT&T acquired TCG in July 1998 and became AT&T Local Services, Bob was appointed Vice President and Chief Regulatory Officer of AT&T Local Services until he joined the FCC. From 1972 to 1985, Bob served in various capacities within the competitive telecommunications industry including Manager, Business Planning at ITT Word Communications Inc.; Manager, International Service Development with GTE Sprint; and Director, New Services Planning and Development at RCA Global Communications, Inc. He also served on the U.S Government’s delegations to the international negotiations that created the International Maritime Satellite Organization (INMARSAT) to provide satellite communication to ships at sea. In the regulatory and public policy area, Bob served in Washington, DC as a Government Relations Representative for ITT’s Communication Operations Group and as Counsel for Government and International Matters at Satellite Business Systems (SBS). After joining TCG, he co-founded and was the first President of the Association for Local Telecommunication Services (ALTS), the competitive local telecommunications industry’s trade association. Bob graduated from the University of Virginia with a BA in Government and Foreign Affairs and later earned a JD from Georgetown University Law Center. He is currently admitted to the bar in New Jersey. Dr. Leonardo Berezovsky Leonardo is currently Chairman and CEO of fiberSpace, Inc., an optical networking company developing frequency stable semiconductor laser applications for digital communications. From 1987 to 1997, Leonardo held various senior executive management positions including Chairman, CEO and President of AHI Healthcare Systems, Inc. (AHI), an integrator of primary care physicians and specialists. During his tenure at AHI, he successfully orchestrated the company’s IPO and engineered the sale of the company to FPA Medical Management, Inc., via a tax-free stock exchange. From 1983 to 1990, Leonardo served as a Senior Partner of Cardiovascular Care Consultants, a medical group devoted to the practice of cardiology and internal medicine. In 1979 he was awarded a Cardiology Fellowship at Cedars Sinai Medical Center. From 1973 to 1979, Leonardo served as Chairman of the Department of Cardiovascular Diseases and Founder of the Cardiovascular Laboratory at Hospital Italiano, Rosario, Argentina. Hospital Italiano housed the area’s first cardiovascular laboratory technically equipped for performing coronary angiography and supporting an open heart surgery program in this city of one million people. He currently serves on the Board and Audit Committee of Micro XVIII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC ADVISORY BOARD (continued) Douglas V. Krenz Doug is currently a Senior Executive at Enbridge Inc. (NYSE: ENB), a $20 billion energy transportation and distribution company which operates the world’s longest crude oil and liquids transportation system. As Vice President Gas Transmission and Development for Enbridge Energy Co. Inc. and President of the Enbridge Offshore Pipeline assets, Doug directs gas and oil pipeline operations in the Gulf of Mexico as well as natural gas business development and interstate pipelines located in North America. Prior to joining Enbridge in 2005, Doug served as President of Shell Gas Transmission responsible for the development of the Gulf of Mexico gas pipeline infrastructure since 1996. From 1974 to 1996 he held various executive positions with Northern Natural Gas and Enron. Doug has more than 30 years of energy industry experience with emphasis in areas of interstate and gathering pipeline development and management. He has been involved with the development and management of a number of major capital investments and businesses in natural gas pipeline, storage fields, gas processing and acquisitions. Doug is a member of INGAA as well as the Southern Gas Association. He earned a B.S. in Mechanical Engineering and an MBA from the University of Nebraska. Guillermo Cañedo White Guillermo is currently President and Chief Executive Officer of ALO.COM, an Internet media portal company targeting the Spanish and Portuguese-speaking online community by offering personalized information and entertainment through a growing offering of “third generation” channels. Prior to forming ALO.COM, he served as Managing Partner of Axis Group, a merchant-banking firm that has acted as a principal and financial advisor for some of the largest transactions in Mexico. Prior to Axis Group, Guillermo served as Chief Corporate Officer, Executive Vice-President and President of the Executive Committee at Grupo Televisa S.A. de C.V., the world’s largest Spanish language media company. His responsibilities included evaluating potential mergers and acquisitions, directing strategic and financial planning, managing investor relations, and overseeing the company’s re-engineering of its administrative systems, internal procedures and technological development. Guillermo joined Grupo Televisa in 1990 as a member of the Board of Directors and Director of the Office of the President. During 1991, he was the principal force in taking Grupo Televisa public, both in Mexico and in the international markets. In December of 1993, Guillermo conducted Grupo Televisa’s listing on the New York Stock Exchange (TV). In the fall of 1994, he was promoted to Vice President and Chief Financial Officer. In this capacity, he led the financial restructuring of Grupo Televisa’s debt during Mexico’s worst financial crisis. He was appointed Executive Vice President in March of 1996, and later, Chairman of the Board and Chief Corporate Officer. Guillermo also worked for the world’s foremost sports marketing and licensing group for eight years and was involved in many significant international sporting events including the 1986 World Cup and the Summer and Winter Olympic Games in 1988. Additionally, he served as both a financial analyst and institutional salesperson at a leading Mexican brokerage firm. “ I don’t like my competitors. I don’t eat with them, don’t do anything with them except try to waste them. - Hugh L. McColl Jr., Former CEO, NationsBank. ” XIX WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XX WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XXI WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XXII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XXIII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XXIV WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XXV WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XXVI WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XXVII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC THE HISTORY OF WHITE CAP Continuous innovation, constant growth and global expansion are all part of the history of White Cap, Inc. From a production capacity of one million closures in the first year of operation, White Cap now produces billions of closures annually, making it the world leader in the manufacturing of vacuum closures. William P. White and his two brothers, George and Philip, formed the White Cap Company in 1926. They operated from an old box factory on Goose Island in Chicago, Illinois. White Cap entered the market with a single product - the ‘’Side-seal’’ pry-off closure. In 1929, White Cap developed the ‘’Vapor vacuum®” high-speed sealing process, allowing packages to be sealed at speeds of 100 jars per minute and, in turn, revolutionize the food industry. As the 1930s approached, White Cap continued to grow. New types of closures, increased sales and greater demands on production dictated the need for a new factory. In 1932, they moved to 1819 North Major Avenue, Chicago. During this time, White Cap also signed its first overseas license agreement with Wallace Tin Stamping in England. The 1940s brought expansion as well as more changes for White Cap. Sprite Cap and H.J. Heinz Company began making and distributing lidflippers for removing crown-style and snap-on vacuum closures. While World War II put a halt to this project, the war limited the use of metal, forcing food packers to switch from cans to glass, thus increasing the demand for closures. As a result White Cap’s employment increased from 200 to 1,100 employees. The White Cap trade show booth, Canners’ Convention, Atlantic City, New Jersey, 1958. Innovation flourished at White Cap during the l950s. The new “Twist-Off®” lug closure was introduced – the first such closure that did not require a tool for removal. In addition, the safety button, glass unscramblers and glass cleaners were developed. White Cap expanded into West Germany. In 1956, through an exchange of stock, Continental Can Company acquired White Cap Company and changed the name to Continental White Cap. XXVIII WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC THE HISTORY OF WHITE CAP (continued) The 1960s saw further international expansion, linking England and West Germany with Holland, France, Spain, Italy, Canada, Japan and Mexico in a worldwide licensed manufacturing network. In addition, two more plants were built: one in Hayward, California, and the other in Hazleton, Pennsylvania. During this decade, the new “Deep Snap-Reseal” closure replaced the original “Snap-Reseal” closure; a totally new closure for baby food, the “P-T™’” closure was introduced; and a “Vapor-Vacuum” capping machine was introduced that could seal closure at 1,500 jars a minute. International operations reached Australia, Israel, Poland and the USSR during the 1970s. Continental White Cap entered the non-metal closure business with plastic “child-resistant” closures and also introduced a metal and plastic closure for peanuts. A new (40mm) deep shirt “P-T” closure was introduced that led the baby juice market to the exclusive use of glass instead of cans. During the 1980s, Continental White Cap celebrated its 60th anniversary and the 50th anniversary of the licensee programs. Domestic and International operations continued to expand. A new Research & Development facility, the world’s largest laboratory exclusively for closure development, was opened in Downer Grove, IL. Continental White Cap opened a plastics facility in Champaign, Illinois; the first of its kind in the world devoted to manufacturing all-plastic vacuum holding closures and with that in 1986 they introduced the first (43mm) all-plastic vacuum holding closure for use on hot fill PET (64 oz.) containers. They also opened licensee and sales operations in Korea, Colombia, Pakistan, Morocco and Sri Lanka. In 1984, Continental Can Company was acquired by Peter Kiewit & Sons and became a Kiewit Company. During the 1990s, White Cap went through a series of management changes and an ownership change. In August 1991, Continental White Cap was acquired by Continental Can Europe USA Holdings, Inc. (CCE U.S.). CCE U.S. was a wholly owned subsidiary of one of Europe’s largest packaging companies, Schmalbach-Lubeca AG. Schmalbach-Lubeca AG, a $2.2 billion company, specialized in aluminum, tinplate and plastics packaging. Schmalbach-Lubeca AG began trading under the name of Continental Can Europe in 1992, and White Cap was one of six divisions. White Cap opened a new plant in Mexico in 1996. Due to a change in our product mix and our customer base, White Cap closed its Hayward, California plant in 1997 and opened a second plastics plant in Athens, Georgia in 1998. Also in 1998 White Cap introduced the first (63mm) all-plastic vacuum holding closure for use on Widemouth PET containers for hot filled food products. In 1999 White Cap introduced its first closures (38mm) manufactured using compression molding technology. During the 2000’s White Cap again went through a series of ownership changes. In 2001 Schmalbach-Lubeca formed a joint venture with Silgan Holdings to create White Cap, LLC. In 2002 Amcor Ltd. of Australia purchased SchmalbachLubeca’s PET business as well as the White Cap closure business. In 2003 Silgan Holdings turned around and purchased Amcor Limited’s portion of White Cap, LLC and changed the name to Silgan Closures LLC. With increased pressure to maintain economic competitiveness in the market place, the decision was made to close the Chicago manufacturing plant and concentrate the metal closure business in the Hazleton, PA, Evansville, IN and Richmond, IN locations. XXIX WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC THE HISTORY OF WHITE CAP (continued) In 2006 Silgan Holdings purchased Amcor White Cap Europe/Asia and changed the business names to Silgan White Cap® Americas and Silgan White Cap® Europe/Asia. In spite of the ownership changes White Cap continued to make advances in closure technology. In 2000 “improved” TPE barrier liners were introduced as well as its first “linerless” closure under license from Bericap. In 2001 the (63mm) metal and plastic composite closure was introduced for use on both glass and plastic containers. In 2003 the 43mm Ultima® steamless plastic closure was introduced on Gatorade. In 2004 the first ever non-round all-plastic vacuum holding closure (VOS) was introduced in partnership with Ocean Spray Cranberries, Inc. In 2005 a second linerless closure design was introduced into the market (36mm VLP). As we approach the end of the first decade in the 2000’s we find that plastic closures have begun to outsell metal closures as food and beverage containers convert from glass to plastic. White Cap has positioned itself very well both from a management standpoint and a technical standpoint to maintain its leadership role in the field of vacuum holding closures now as a global comany. XXX WHITE CAP PRIVATE EQUITY MANAGEMENT, LLC XXXI 39 SOUTH LASALLE STREET CHICAGO, ILLINOIS 60603 TEL: 312-263-7580 www.whitecapllc.com
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