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Duff & Phelps · Duff & Phelps is the premier global valuation and corporate finance advisor with...

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Corporate Finance Accomplishments y Ranked #1 for Announced Fairness Opinions in the U.S. in 2016 1 y Ranked #1 for Announced Global Fairness Opinions in 2016 1 y Ranked #4 U.S. Middle-Market M&A Advisor Over the past Five Years 2 1. Source: Published in Thomson Reuters' "Mergers & Acquisitions Review - Full Year 2016." 2. Source: Thomson Financial Securities Data (U.S. deals < $200M). Full years 2012 through 2016. Duff & Phelps is the premier global valuation and corporate finance advisor with expertise in M&A, transaction opinions, restructuring, complex valuation, dispute consulting and compliance and regulatory consulting. We perform approximately 10,000 engagements annually for over 5,000 clients, including more than 40% of the S&P 500. We have advised clients for over 80 years and have earned our reputation for independence, technical expertise and quality work. Duff & Phelps Transaction Opinions Services
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Corporate Finance Accomplishments

y Ranked #1 for Announced Fairness Opinions in the U.S. in 20161

y Ranked #1 for Announced Global Fairness Opinions in 20161

y Ranked #4 U.S. Middle-Market M&A Advisor Over the past Five Years2

1. Source: Published in Thomson Reuters' "Mergers & Acquisitions Review - Full Year 2016." 2. Source: Thomson Financial Securities Data (U.S. deals < $200M). Full years 2012 through 2016.

Duff & Phelps is the premier global valuation and corporate finance advisor with expertise in M&A, transaction opinions, restructuring, complex valuation, dispute consulting and compliance and regulatory consulting. We perform approximately 10,000 engagements annually for over 5,000 clients, including more than 40% of the S&P 500. We have advised clients for over 80 years and have earned our reputation for independence, technical expertise and quality work.

Duff & Phelps Transaction Opinions Services

Representative Transactions

Duff & Phelps

Spin-offs

Solvency Opinion

has completed the spin-off of

Solvency Opinion

has completed the spin-off of

Solvency Opinion

has completed the spin-off of

Solvency Opinion

has completed the spin-offs of

Dividend Recapitalizations

Solvency Opinion

has authorized a share repurchaseprogram via open market repurchases.

Solvency Opinion

a portfolio company of

and

Leveraged dividend recapitalization transaction

Solvency Opinion

a portfolio company of

Leveraged dividend recapitalizationtransaction

Leveraged dividend recapitalizationtransaction

Solvency Opinion

a portfolio company of

and

Reasonably Equivalent Value Opinions

Reasonably Equivalent Value Opinion

has sold certain casino entertainment facilities to Caesars Acquisition Corporation, an affiliate of the company.

Reasonably Equivalent Value Opinion

has acquired certain wireless assets from

Reasonably Equivalent Value Opinion

has sold certain properties to an affiliate

Reasonably Equivalent Value Opinion

a portfolio company ofhas completed the sale of the El Segundo and Lee Ranch coal mines in New Mexico and the Twentymile coal mine in Colorado to

and

Duff & Phelps

Representative Transactions

M&A

Going-Private

International Opinions

Solvency Opinion

has completed the spin-off of Yum China Holdings, Inc.

Solvency Opinion

has merged with

Fairness OpinionFairness Opinion

has merged the company's class A and class B shares as part of a comprehensive financial restructuring.

has completed a public offer to buy back its own shares following the completion of a transaction with

Fairness Opinion

has acquired a portfolio of single-family rental properties from affiliates of

Fairness Opinion

has merged with

Fairness Opinion

has been acquired by

Fairness Opinion

has been acquired by

Fairness Opinion

has been acquired by Orient Hongtai (Beijing) Investment Management Co., Ltd. in a going-private transaction.

Fairness Opinion

has been acquired by

Fairness Opinion and Go-Shop

has been acquired by

Fairness Opinion

has completed a reverse/forward stock split in a going private transaction.

and completed the spin-off of Adient Global Holdings Ltd.

China / United States Ireland Spain France

Rock Run Merger Sub, Inc.

Duff & Phelps

Transaction Opinions Services

M&A advisory, capital raising and secondary market advisory services in the United States are provided by Duff & Phelps Securities, LLC. Member FINRA/SIPC. Pagemill Partners is a Division of Duff & Phelps Securities, LLC. M&A advisory and capital raising services in Canada are provided by Duff & Phelps Securities Canada Ltd., a registered Exempt Market Dealer. M&A advisory, capital raising and secondary market advisory services in the United Kingdom and across Europe are provided by Duff & Phelps Securities Ltd. (DPSL), which is authorized and regulated by the Financial Conduct Authority. In Germany M&A advisory and capital raising services are also provided by Duff & Phelps GmbH, which is a Tied Agent of DPSL. Valuation Advisory Services in India are provided by Duff & Phelps India Private Limited under a category 1 merchant banker license issued by the Securities and Exchange Board of India.

Copyright © 2017 Duff & Phelps LLC. All rights reserved. DP150005

Transaction Opinions ContactsBob BartellGlobal Head of Corporate Finance+1 312 697 [email protected]

Chris JanssenHead of Transaction Opinions+1 312 697 [email protected]

Elyse BluthManaging Director+1 312 697 [email protected]

Andrew CapitmanManaging Director+1 212 450 [email protected]

Sherry CefaliManaging Director+1 424 249 [email protected]

Jeff Gordon Managing Director+1 312 697 [email protected]

Chris GregoryManaging Director+1 212 871 [email protected]

James HansonManaging Director+1 713 986 [email protected]

Todd KaltmanManaging Director+1 424 249 [email protected]

Mark KwiloszManaging Director+1 312 697 [email protected]

Jeff SchiedemeyerManaging Director+1 312 697 [email protected]

David TurfManaging Director+1 312 697 [email protected]

Key Services y Fairness Opinions and Special Committee Advisory

y Solvency Opinions and Surplus Opinions

y Commercially Reasonable Debt Opinions

y Reasonably Equivalent Value Opinions

y ESOP and ERISA Advisory

y Board Advisory

Differentiators

Dedicated Core Practice: Duff & Phelps has a practice group specifically and solely dedicated to providing transaction opinions.

Quality Control and Rigor: Duff & Phelps has a rigorous 2-step review process involving the Transaction Opinions Review Committee for all fairness opinions, solvency and surplus opinions and reasonably equivalent value opinions, resulting in a high-quality product that our firm is proud to stand behind.

Leadership in Fairness Opinions and Solvency Opinions: Since 2005, Duff & Phelps has provided over 600 fairness opinions and 700 solvency and surplus opinions in transactions aggregating approximately $3 trillion. Duff & Phelps is the market leader in providing independent fairness opinions and solvency opinions and is ranked #1 for Announced Fairness Opinions in the U.S. and Worldwide by Thomson Reuters.

Senior Level Attention: There is an experienced Managing Director from the Transaction Opinions Practice leading all transaction opinions engagements.

Independence: Vast majority of our opinions involve transactions in which Duff & Phelps is not the investment banker.

Solvency Opinions y Spin-offs and split-offs

y Leveraged dividend recapitalizations

y Leveraged buy-outs

y Large stock buybacks

y Debt refinancings

Fairness Opinions y Sell-side / buy-side mergers & acquisitions

y Going-private transactions

y Related-party transactions

y Down-round financing or other capital raise

y REIT roll-up transactions

y Management company internalization transactions

y Employee Stock Ownership Plan (ESOP) transactions

y Requirements pursuant to certain bond indentures

y Any transaction requiring a shareholder vote

Source: Thomson Reuters

Duff & Phelps Ranked #1 for Announced Fairness Opinions in the U.S. and Globally in 2016, according to Thomson Reuters’ “Mergers & Acquisitions Review - Full Year 2016."

Duff & Phelps' Announced U.S. Fairness Opinions Rankings

RankingNumber of

Credited Deals

One Year: 2016 #1 43

Three Years: 2014 – 2016 #1 125

Five Years: 2012 – 2016 #1 197

Ten Years: 2007 – 2016 #1 359


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