#tmadic | eventmobi.com/dic13 #tmadic | eventmobi.com/dic13

Complex Capital Structures

Unitranche Loans

#tmadic | eventmobi.com/dic13

Panel

• Peter J. Antoszyk, Partner, Proskauer Rose LLP (Moderator)

• John J. Brignola, Managing Partner, LBC Credit Partners, Inc.

• Michael E. Fishman, Chief Executive Officer, TPG Specialty Lending

• Christopher Flynn, Managing Director, THL Credit

• Brent Humphries, Managing Director, Barclays Private Credit Partners

• Thomas E. Lane, Managing Director, Wells Fargo Capital

#tmadic | eventmobi.com/dic13

#tmadic | eventmobi.com/dic13

#tmadic | eventmobi.com/dic13

#tmadic | eventmobi.com/dic13

#tmadic | eventmobi.com/dic13

February 7, 2013 Brent Humphries | Managing Director

Barclays Private Credit Partners LLC Flexible private debt solutions for the middle market

BPCP LLC

BPCP LLC is a registered investment advisor that specializes in providing

flexible financing solutions to middle market companies and financial

sponsors

• Up to $100 million commitments

• $20 million–$50 million long term holds

• Ability to selectively pursue larger opportunities

• Ability to fund USD, CAD, EUR, GBP

• First Lien Debt

• Unitranche Facilities

• Second Lien Loans

• Subordinated Debt

• Holdco Notes

• Structured Preferred Equity

• Non-control Equity Co-Investments

• Application Software

• Communications

• Energy and Power

• Healthcare Services

• Infrastructure-Like Business Models

• Non-discretionary Consumer

Products/Services

• Security and defense

• Specialized, Value-Added

Manufacturing

• Technology-Enabled BPO

• Transaction Processing

• Leveraged Buyouts

• Recapitalizations

• Acquisition Finance

• Growth Capital

Investment Size

Investment Instruments

Industry Focus

Transaction Types

BPCP LLC Value Proposition

• Not limited by market conventions

• Ability to invest across capital structure depending upon the risk profile

• Structuring expertise across the balance sheet

• Advisory clients generally serve as sole or anchor investor

• Relationship oriented, club-style co-investment groups

• Facilities typically unrated and not actively traded

• Large commitments, including up to the entire amount in some cases

• Direct negotiations

• Limited to no pricing or market flex

• Transparent approach and open dialogue throughout process

• Streamlined approval process with real-time feedback

• BPCP LLC advisory team has extensive investing experience involving private credit

and private equity

Creative Solutions

Stable Capital Structures

Certainty and Ease of Execution

BPCP LLC Team

BPCP LLC believes it offers a unique value proposition involving private

credit structures for the middle market

Disclaimer

This document has been prepared by Barclays Private Credit Partners LLC (“BPCP LLC”), an affiliate of Barclays Capital, the investment banking division of Barclays Bank PLC ("BBplc"), for information

purposes only. All information is indicative only and may be amended, superseded or replaced by subsequent summaries. The final terms and conditions of any transaction will be set out in full in the

applicable binding transaction document(s).

This document shall not constitute an offer to enter into any investment contract or an offer to sell, or the solicitation of an offer to buy any securities, financial products or investments pursuant to the

strategies described herein (“Products”), which shall be subject to BPCP LLC’s internal approvals. Any offer to transact may only be made pursuant to final offering documentation and binding transaction

documents and is subject to the detailed provisions, including risk considerations, contained therein. No transaction or services related thereto is contemplated without BPCP LLC‘s subsequent formal

agreement. BPCP LLC accepts no liability whatsoever for any consequential losses arising from the use of this document or reliance on the information contained herein.

BPCP LLC does not guarantee the accuracy or completeness of information which is contained in this document and which is stated to have been obtained from or is based upon trade and statistical services

or other third party sources.

Any U.S. persons wishing to receive more information about this document should do so only by contacting a representative at BPCP LLC, 745 Seventh Avenue, New York, NY 10019. This document is NOT

for further distribution.

Strategies or investments of the type described herein may involve a high degree of risk and the value of such strategies or investments may be highly volatile. Such risks include, without limitation, risk of

adverse or unanticipated market developments, risk of counterparty or issuer default, risk of adverse events involving any underlying reference obligation or entity and risk of illiquidity. This brief statement

does not disclose all risks and other significant aspects in connection with transactions of the type described herein. Prior to transacting, counterparties should ensure that they fully understand (either on their

own or through the use of independent expert advisors) the terms of the transaction and any legal, tax or accounting considerations applicable to them.

This presentation, and any materials or information provided with respect hereto, shall not form or be used as a primary basis for any decision made by or on behalf of any plan subject to the Employee

Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued from time to time thereunder (“ERISA”), and any plan subject to ERISA shall

consult with its own advisors, shall not rely on Barclays Bank PLC or any of its affiliates, including without limitation, BPCP LLC, for any communications, advice or recommendation, and shall make its own

independent decision with respect to any transaction or matter related to, or in connection with, this presentation or any materials or information provided with respect hereto in conformity with ERISA and the

regulations thereunder. By receipt of this presentation or any materials or information provided with respect thereto, you acknowledge that neither Barclays Bank PLC nor any of its affiliates, including without

limitation, Barclays Capital Inc., shall be a fiduciary within the meaning of Section 3(21) of ERISA with respect to any transaction or matter related to, or in connection with, this presentation or any materials or

information provided with respect hereto, that may be undertaken by or on behalf of any such plan, that neither Barclays Bank PLC or any of its affiliates, including without limitation, BPCP LLC, has received

nor will receive any compensation for providing advice or information in respect of the assets of a plan subject to ERISA; and that each transaction or matter that may be undertaken in relation to, or in

connection with, this presentation or any materials or information provided with respect hereto, shall at all times be exempt from the prohibited transaction rules of ERISA and Section 4975 of the Internal

Revenue Code of 1986.

THIS DOCUMENT DOES NOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ISSUES RELATED TO AN INVESTMENT IN ANY PRODUCT. PRIOR TO TRANSACTING, POTENTIAL

INVESTORS SHOULD ENSURE THAT THEY FULLY UNDERSTAND THE TERMS OF THE PRODUCT AND ANY APPLICABLE RISKS.

© 2013, Barclays Bank PLC (All rights reserved).

IRS Circular 230 Disclaimer: BPCP LLC and its affiliates do not provide tax advice and nothing contained herein should be construed to be tax advice. Please be advised that any discussion of U.S. tax

matters contained herein (including any attachments) (i) is not intended or written to be used, and cannot be used, by you for the purpose of avoiding U.S. tax-related penalties; and (ii) was written to support

the promotion or marketing of the transactions or other matters addressed herein. Accordingly, you should seek advice based on your particular circumstances from an independent tax advisor.

#tmadic | eventmobi.com/dic13

Wells Fargo – One of the strongest and best capitalized banks; among the highest credit rated U.S. banks with an A+ rating , $1.4 trillion in assets and $185 billion Market Cap

Wells Fargo Capital Finance – Largest Asset-Based lender in the United States with a diversified portfolio of more than $31 billion in loans outstanding

Traditional asset-based lending, specialized junior and senior secured financing, factoring and financing for domestic and international trade to companies in a wide range of industries.

Serve private equity sponsors and middle market companies with Asset-Based revolvers and term loan financing solutions for working capital, acquisitions, leveraged buy-outs, dividend recapitalizations, and turnarounds

Value proposition:

Flexible and innovative deal structures ~ Superior execution under quick timeframes

Willingness to take large hold positions in Agented facilities

Seamless collaboration with Wells Fargo Securities, treasury management, and other specialty product groups to provide comprehensive financial solutions

Specialized industry knowledge

Experienced lenders

Proven industry experience and dedicated, personal attention to create unique financing structures that meet individual client needs

Experience with both traditional and non-traditional situations

Successful partnerships with various junior capital providers

Flexible financing to the middle-market plus much more

Business Finance

• Manufacturers

• Distributors

• Service Companies

• Energy

• Transportation

• Communication

Lender Finance

•Factors & Asset-Based Lenders

•Distressed Asset Purchasers

•Insurance Premium Finance

•Equipment Leasing

Retail Finance

•Brick-and-Mortar Retailers

•Cataloguers

•Internet Retailers

•Supermarkets

Specialty Finance

• Healthcare

• Hospitality

• Entertainment

Technology Finance

•Software Companies

•Businesses with Recurring Revenues

#tmadic | eventmobi.com/dic13

Unitranche Loans

• What are they?

• How do they compare with other capital structures?

#tmadic | eventmobi.com/dic13

Comparison of Intercreditor Arrangements

Mezz ICA 2 Lien ICA Unitranche AAL

Two documents/No Lien for Mezz Two documents/Two Liens One document/One Lien

Debt subordination No debt subordination Waterfall upon triggering event

N/A – typically unsecured Yes lien subordination Shared lien

No remedies standstill on Senior

Lender

No remedies standstill on 1st LLs Remedies standstill on FOLs from 0

to 30 days

120 to 180 days Remedies standstill on 2nd LLs for 90

to 180 days

Remedies standstill on LOLs for 60 to

90 days

No buyout right Buyout right Buyout right

Amendments and waivers: operate

independently, except for short list

Amendments and waivers: operate

independently, except for short list

Amendments and waivers: majority of

FOLs + majority of LOLs

No or few bankruptcy provisions Bankruptcy provisions Bankruptcy provisions

#tmadic | eventmobi.com/dic13

Unitranche Restructurings

• How will unitranches play out in restructurings and insolvencies ?

#tmadic | eventmobi.com/dic13

Future of Unitranches

• What is the future of unitranches?

#tmadic | eventmobi.com/dic13

Questions and Answers

Mobile app: eventmobi.com/dic13

Twitter hashtag: #tmadic