Powering Sound Decisions

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Corporate Finance

M&A Advisory

Financial Sponsors Group

Fairness and Solvency Opinions

Restructuring Advisory

Private Placement of Debt and Equity

Transaction Advisory Services

Dispute and Legal Management Consulting

Transaction Lifecycle

Our Professionals

Valuation

Financial Reporting Valuation

Tax Services

Transfer Pricing

Real Estate Services

Alternative Asset Advisory

Contents

What happens when you combine complex data with human insight? When the certainty of the numbers is mixed with the skepticism of a trusted advisor? When what you want to hear is tempered by what you need to know?

Diligence becomes scrutiny. Facts become insights. And customers become lifelong partners.

At Duff & Phelps, our combination of technical analysis and industry expertise is the difference that enhances value, helps our clients build businesses and gives them peace of mind when making important decisions.

Our disciplined thought process helps us dig deep to challenge assumptions. And we strengthen our analysis through years of real-world application.

In the end, it’s all about one thing: powering sound decisions.

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Valuation

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Financial Reporting Valuation

Companies turn to Duff & Phelps for an objective and independent assessment of value for

financial reporting purposes. Our technical knowledge of accounting and corporate finance,

combined with industry specialization and mastery of sophisticated valuation methodologies,

helps clients fulfill even the most complex requirements. Our valuations are fully defensible

and thoroughly documented to provide support upon scrutiny from regulatory bodies, auditors

and other stakeholders. Our professionals closely monitor the regulatory landscape and

consistently provide input to the FASB, IASB and other standard setting bodies as they

develop implementation guidance and new rules with valuation implications.

Services Offered

Purchase Price Allocation

Goodwill and Intangible Asset Impairment

Impairment of Long-Lived Assets

Intangible Asset Valuation

Business Valuation

Machinery and Equipment Valuation

Fresh Start Accounting Valuation

Contingent Asset and Liability Valuation

Stock Option Valuation

Financial Instruments and Derivative Valuation

Strategic Value Advisory

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Valuation

Services Offered

Tax Services

Our corporate tax professionals have the knowledge and expertise required to address

today’s changing tax and regulatory landscape, helping clients maximize savings

opportunities and capitalize on available benefits and incentives. Duff & Phelps provides

tax-related valuation and consulting services for a range of issues related to transactions,

compliance, planning and disputes. Our team is skilled at navigating complex tax issues,

developing and executing effective tax strategies, and defending valuation positions.

Duff & Phelps is a market leader in providing tax compliance, advisory services,

technology and business process outsourcing to manage all phases of the tax lifecycle —

from valuation and payments to appeals and negotiations with third parties.

Tax Valuation

Property Tax Services

Business Incentives Advisory

Unclaimed Property and Tax Risk Advisory

Tax Technology

Sales and Use Tax Services

Strategic Tax Advisory Review Services

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Global and Country Specific Transfer Pricing Documentation

OECD Policy Analysis and Implementation

Transfer Pricing Risk Assessment

Global Supply Chain Strategies

Advance Pricing Agreements (APAs)

Intercompany Loan Agreements

Cost Sharing/Cost Contribution Arrangements

Intangible Migration Strategies

Expert Services, Litigation and Audit Support

Services Offered

Transfer Pricing

Fulfilling complex transfer pricing requirements can be a daunting task for any

multinational organization. As experts in transfer pricing, Duff & Phelps provides an

independent and uncompromised perspective on all aspects — including compliance,

planning, controversy and implementation. Our internationally recognized transfer pricing

advisors have the technical expertise and industry experience necessary to reach

conclusions that can be understood, implemented and supported.

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Valuation

Real Estate Services

We are a market leader in real estate valuation and consulting to support acquisitions,

dispositions, financial reporting, taxation or financings. We do this work principally for

corporations, REITs, private equity firms and hedge funds. Our team combines technical

and industry expertise with local market knowledge, leveraging our scale and geographic

coverage to support clients wherever they have needs.

Real Estate Valuation and Consulting

Corporate Real Estate Consulting

Real Estate Restructuring

Cost Segregation

Real Estate Fairness and Solvency Opinions

REIT Roll-up Relative Valuations and Fairness Opinions

Management Company Internalization Transaction Valuations and Fairness Opinions

Underwriting Due Diligence

Real Estate Transaction Due Diligence

Services Offered

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Alternative Asset Advisory

Duff & Phelps provides supportable, transparent valuations of illiquid, difficult-to-value

investments and complex securities to issuers, investors, service providers and regulators. Our

Portfolio Valuation and Complex Asset Solutions services focus on the valuation of assets for

which no “active market” exists. Market participants turn to Duff & Phelps as both an objective

advisor and sounding board as they navigate an environment characterized by heightened

regulatory concern and increased investor scrutiny.

Services Offered

Portfolio Valuation

y Validation of Fair Value Methodologies

y Valuation of Illiquid Assets

y Development and Review of Valuation Policies and Procedures

y Response to Regulatory Inquiries

Complex Asset Solutions

y Valuation of Complex Securities

y Risk and Derivative Solutions

y Hedge Effectiveness

y Capital Structure Analysis

y Securitization Structuring Advisory

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Valuation

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Dispute and Legal Management Consulting

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Dispute Consulting

When facing disputes where litigation is a possibility or even a reality, attorneys and their clients

rely on Duff & Phelps’ seasoned experts. Our global team leverages technical and industry

expertise to clarify facts, quantify damages and communicate findings clearly, concisely and

objectively. Our dispute consulting services are designed to assist clients through all phases of

litigation, arbitration, mediation and trial. We also offer computer forensic, fraud and investigative

services for regulatory proceedings, internal investigations and litigation. Our team has provided

expert witness testimony in state, federal and international courts, before administrative and

regulatory agencies, and in alternative dispute resolution forums. Ultimately, we provide our

clients with objective analysis and practical advice that leads to sound business decisions.

Services Offered

Intellectual Property Disputes

Commercial and Shareholder Disputes

Fraud, Forensic and Investigative Services

Bankruptcy Litigation

Forensic Technology and Analytics

Business Insurance Consulting

M&A Purchase Price Disputes and Arbitration

Tax Litigation

Monitoring Trustee Services

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Dispute and Legal Managment Consulting

Legal Management Consulting

Duff & Phelps helps corporate legal departments, law firms and governmental agencies

improve business performance, spend management and organizational effectiveness on a

sustainable basis. Our professionals have extensive experience and deep knowledge of the

legal industry, especially its sourcing practices and underlying technologies. We leverage this

expertise to advise clients on best practices and to implement solutions that work for them.

Services Offered

Strategy and Operations

y Organization Assessment, Design and Development

y Workload and Sourcing Management

y Performance Management and Benchmarking

y Budgeting and Alternative Fee Arrangements

Information Governance and Lifecycle Management

Technology Planning and Implementation

y Matter Management and eBilling

y Document and Content Management

y Contract Management

y Intellectual Property Management

Litigation Readiness and Management

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Corporate Finance

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Buy-Side Advisory

Sell-Side Advisory

Capital Raising

M&A Advisory

Duff & Phelps’ M&A team has advised public corporations, financial sponsors, family-owned

businesses and other middle-market and growth companies on hundreds of sell-side,

acquisition and carve-out advisory transactions. Our teams in North America, Europe and

Asia seamlessly support both local and cross-border transactions. Our industry practices

provide dedicated coverage to the Consumer, Retail, Food, Restaurant, Energy, Healthcare,

Industrials and Technology sectors. Duff & Phelps consistently ranks in the top 5 for U.S.

middle-market transactions (<$250 million), according to Thomson Securities Data.

Services Offered

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Corporate Finance

Financial Sponsors Group

Duff & Phelps’ Financial Sponsors Group provides private equity, venture capital and hedge

funds with dedicated support and access to our corporate finance and valuation capabilities,

including M&A advisory, fairness opinions, transaction advisory services, capital raising,

restructuring and portfolio valuation, among others. Our footprint in North America, Europe

and Asia gives financial sponsors access to our middle-market deal flow, superior transaction

execution and industry expertise.

Services Offered

M&A Advisory

Fairness and Solvency Opinions

Transaction Advisory Services

Capital Raising

Restructuring

Portfolio Valuation

Financial Reporting Valuation

Tax Services

Complex Asset Solutions

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Fairness Opinions and Special Committee Advisory

Solvency Opinions

Commercially Reasonable Debt Opinions

ESOP/ERISA Advisory

Fairness and Solvency Opinions

Duff & Phelps serves as an independent advisor to boards of directors, special committees

and other fiduciaries, and in this capacity, we are a leading global provider of fairness

and solvency opinions in corporate transactions. Our team has particular expertise in

situations where advisor independence is paramount and scrutiny is elevated. Examples

of this include deals in which a banker stands to earn a substantial contingent fee, stapled

financings, going-privates, leveraged dividends, spin-offs, transactions involving heavy insider

participation and transactions between related parties. We are also confident providing

opinions in transactions involving minority interests, debt securities and transactions lacking

a market-clearing mechanism. Duff & Phelps consistently ranks at or near the top of the

league tables for U.S. fairness opinions.

Services Offered

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Corporate Finance

Restructuring Advisory

Duff & Phelps’ global restructuring team advises companies, financial sponsors, lenders,

creditors and other stakeholders involved in challenging situations and distressed

transactions. For decades, our practice has forged longstanding working relationships with

the most active stakeholders and investors in the distressed community. Our team includes

more than 200 restructuring and insolvency professionals in the U.S., Canada and Europe.

We offer financial advisory services such as distressed M&A, operational and financial

performance, and insolvency and refinancing. Also, in our UK, Irish and Canadian practices,

we act as the court officer appointed to oversee the restructuring process under relevant

legislation. We provide a unique, multidisciplinary approach that leverages our wide array of

services, including M&A and valuation, and we seamlessly support multinational transactions.

Services Offered

Corporate Restructuring

Distressed M&A and Special Situations

Debt Advisory

Formal Insolvency Appointments

Business Consulting

Independent Business Reviews and Financial Monitoring

Property Asset Management

Tax Arrears Solutions

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Acquisition Financing

Growth Capital

Recapitalizations and Restructurings

Leveraged and Managed Buyouts

Private Placement of Debt and Equity

Duff & Phelps has extensive experience in the placement of senior debt, subordinated and

mezzanine debt, convertible and equity-linked securities and private equity. For companies

seeking a range of financing alternatives, we arrange private placement of debt and equity

securities. Through our relationships with institutional and private investors, we have

developed a strong private placement track record by helping clients expand, complete

ownership transitions, recapitalize and acquire other companies.

Services Offered

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Corporate Finance

Transaction Advisory Services

Duff & Phelps advises strategic and private equity buyers, sellers and lenders on the

financial, tax, compensation and benefits, information technology and operational

aspects of the buy- and sell-side due diligence process. Our expertise includes complex

acquisitions and divestitures, refinancings, public filings and working capital disputes,

among others. We provide comprehensive due diligence and analytical services

throughout the deal lifecycle from decision support at origination to closing and beyond.

Our focus is on the value drivers of a business, deal issues, quality of earnings and cash

flows. Further, our flexible approach shows sensitivity to the client’s business needs,

ensuring seamless coordination with other advisors.

Services Offered

Financial Due Diligence

Tax Due Diligence

Information Technology Due Diligence

Distressed Investments Advisory

Portfolio Company Support

Segment Reporting Assistance

Working Capital Analysis

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Assessment of Strategic Alternatives

Investment

Transaction Consulting

y Transaction identification

y Buy-side / Sell-side advisory

y Industry and market scoping studies

y Financial projections and transaction modeling

Transaction Pursuit

y Financial due diligence

y Business valuation

y Fairness opinions

y Accretion/Dilution analyses

y Carve-out analyses

y Strategic tax planning

Change of Control Acquisition

y Purchase price allocation

y Valuation and structuring of contingent consideration, earn-outs and stock-based compensation

y Valuation of guarantees and indemnifications

y Tax valuations

Duff & Phelps delivers consistent transaction support from the first hello to the final handshake.

Reporting and Operating Performance Improvement

Financial and Tax Reporting

y Goodwill and intangible asset impairment testing

y Transfer pricing

y Tax legal entity valuations

y Unclaimed property reporting

Cash Flow Improvement

y Property tax consulting

y Real property cost segregation

y Real estate consulting

y Business incentives advisory

Financing

y Private placement of debt and equity

y ESOP and ERISA advisory

y Collateral valuation

Financial Distress

y Restructuring advisory

y Solvency opinions

y Fresh start accounting

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Exit Planning and Sale

Exit Preparation

y Sell-side M&A advisory

y Sell-side due diligence

Post Sale

y Dispute analysis/litigation support

y Post acquisition disputes

y Shareholder disputes

y Expert witness testimony

y Recurring asset valuations for financial reporting

Transaction Lifecycle

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Our Professionals

The professionals at Duff & Phelps bring a balance of deep technical skills and extensive industry expertise to every engagement. Our backgrounds are diverse, with degrees in accounting, applied mathematics, business, economics, engineering, finance, law, management science and statistics, among others. Additionally, our professionals stay current on the latest industry trends by maintaining involvement in relevant trade associations. We leverage our technical skills and decades of experience to deliver unvarnished, objective analysis and advice to clients, and serve as advisors to the world’s leading standard setting bodies on valuation issues and best practices.

Consumer, Retail, Food and Restaurants

Energy and Mining

Financial Services and Asset Management

Financial Sponsors

Healthcare and Life Sciences

Industrials

Media and Entertainment

Real Estate

Technology and Telecommunications

Industry Focus

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For more information please visit: www.duffandphelps.com

About Duff & Phelps

Duff & Phelps is the premier global valuation and corporate finance advisor with expertise in complex valuation, dispute consulting, M&A and restructuring. The firm’s employees serve a diverse range of clients from offices in North America, Europe and Asia. For more information, visit www.duffandphelps.com.

M&A advisory and capital raising 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 the United Kingdom and Germany are provided by Duff & Phelps Securities Ltd., which is authorized and regulated by the Financial Conduct Authority.

Copyright © 2014 Duff & Phelps LLC. All rights reserved. DP140067