Lender Deleveraging/ Acquisition Profile HEP Acquisitions Doug Spitler John Pierce

Lender Lender Deleveraging/ Deleveraging/

Acquisition ProfileAcquisition Profile

HEP AcquisitionsHEP Acquisitions

Doug SpitlerDoug Spitler

John PierceJohn Pierce

ContentsContentsIndustry

EBITDA

Deal Dynamics

Management Augmentation

Equity

Principals – Doug Spitler

Principals – John Pierce

Advisor – Mike Adler

Contact Information



IndustryIndustry

Manufacturers of highly engineered Manufacturers of highly engineered products/technology productsproducts/technology products

Preferably serving the oil & gas, Preferably serving the oil & gas, defense, aerospace, medical or niche defense, aerospace, medical or niche industrial markets industrial markets

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EBITDAEBITDA

TargetingTargeting $5M - $100M EBITDA $5M - $100M EBITDA (revenues in the range of (revenues in the range of $$50M - $1B)50M - $1B)

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Deal DynamicsDeal DynamicsFundamentally good companies with bad Fundamentally good companies with bad balance sheets. balance sheets.

Using a change-of-control transaction with Using a change-of-control transaction with fresh cash equity, debt is reduced to a level fresh cash equity, debt is reduced to a level that can be restructured by the current that can be restructured by the current lender(s) into a new, long-term financing. lender(s) into a new, long-term financing.

Current equity holders retain a minority Current equity holders retain a minority position, participating (or not) in the new position, participating (or not) in the new equity round at their option, receiving equity round at their option, receiving little/no cash consideration.little/no cash consideration.

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Management Management AugmentationAugmentation

We have extensive experience in We have extensive experience in turning around companies: turning around companies:

Put structure and processes in place to Put structure and processes in place to make companies efficient and make companies efficient and competitive.competitive.

Align and motivate management teams to Align and motivate management teams to execute strategies and achieve goals they execute strategies and achieve goals they did not believe they could accomplish. did not believe they could accomplish.

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EquityEquity

Up to $700 millionUp to $700 million

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Principals – Doug Principals – Doug SpitlerSpitler

Doug Spitler was with Crane Co. (NYSE: CR) from 2004 through 2008 as Doug Spitler was with Crane Co. (NYSE: CR) from 2004 through 2008 as president of the Controls Group and as a board member of Industrial president of the Controls Group and as a board member of Industrial Motion Controls LLC, the latter a joint venture of Crane and Emerson. Motion Controls LLC, the latter a joint venture of Crane and Emerson. The Controls Group provides a variety of controls, equipment and sensor The Controls Group provides a variety of controls, equipment and sensor products serving the oil and gas, defense and industrial equipment products serving the oil and gas, defense and industrial equipment markets and has thirteen facilities in the U.S., Germany, China, India and markets and has thirteen facilities in the U.S., Germany, China, India and Abu Dhabi. Abu Dhabi.

Spitler also served as interim president of the Electronics Group of Crane Spitler also served as interim president of the Electronics Group of Crane from October 2004 to December 2005. The Electronics Group provides from October 2004 to December 2005. The Electronics Group provides power supplies and microwave equipment to the defense market and power supplies and microwave equipment to the defense market and cochlear implants to the medical market and has nine facilities in the U.S. cochlear implants to the medical market and has nine facilities in the U.S. and Taiwan.and Taiwan.

Before joining Crane, Spitler was CEO of Connector Service Corporation, Before joining Crane, Spitler was CEO of Connector Service Corporation, a contract manufacturer of precision electronic connectors in Dallas, a contract manufacturer of precision electronic connectors in Dallas, Texas. Prior to that, he led units of Invensys plc, a $12 billion London-Texas. Prior to that, he led units of Invensys plc, a $12 billion London-based controls and automation company. There he served in various based controls and automation company. There he served in various increasingly responsible capacities, including VP/GM of Invensys increasingly responsible capacities, including VP/GM of Invensys Aerospace and president of the Rexnord Industrial Chain & Conveyor Aerospace and president of the Rexnord Industrial Chain & Conveyor Components Group. Spitler began his manufacturing career with Exxon.Components Group. Spitler began his manufacturing career with Exxon.

Spitler received a BA in Political Science from Miami University (Ohio) Spitler received a BA in Political Science from Miami University (Ohio) and an MBA from the University of Nebraska. and an MBA from the University of Nebraska.

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Principals – John Principals – John PiercePierce

John Pierce was recently President of SoftSwitch Communications, a John Pierce was recently President of SoftSwitch Communications, a provider of phone systems and software, email hosting, internet access and provider of phone systems and software, email hosting, internet access and IT consulting. Prior to SoftSwitch, Pierce was President and Founder of IT consulting. Prior to SoftSwitch, Pierce was President and Founder of Ironwood, a construction company that provided design and turn key Ironwood, a construction company that provided design and turn key residential construction services to the Southwest market. residential construction services to the Southwest market.

Pierce was CEO of EPI Technologies, Inc. from 1990 to 2000. EPI provided Pierce was CEO of EPI Technologies, Inc. from 1990 to 2000. EPI provided semiconductor back end manufacturing products and services to semiconductor back end manufacturing products and services to semiconductor manufacturers, commercial and military OEMs and semiconductor manufacturers, commercial and military OEMs and manufacturers of high reliability products. The company also operated sole manufacturers of high reliability products. The company also operated sole source manufacturing lines for its customers such as the military discrete source manufacturing lines for its customers such as the military discrete product line for Motorola and a Vishay product line that was moved into EPI product line for Motorola and a Vishay product line that was moved into EPI from Manila, Philippines. Before becoming CEO, he held increasingly from Manila, Philippines. Before becoming CEO, he held increasingly responsible positions including VP of Engineering, VP of Marketing and responsible positions including VP of Engineering, VP of Marketing and Sales and VP of Operations. Sales and VP of Operations.

Pierce also served as Director of R&D for MicroASI where he oversaw the Pierce also served as Director of R&D for MicroASI where he oversaw the company’s IP and patent activities which included a patent portfolio of over company’s IP and patent activities which included a patent portfolio of over 50 patents and a technology transfer from Siemens Corporation in 50 patents and a technology transfer from Siemens Corporation in Bruchsal, Germany, to MicroASI. Pierce began his career with Texas Bruchsal, Germany, to MicroASI. Pierce began his career with Texas Instruments after serving in the U. S. Air Force, where he was honorably Instruments after serving in the U. S. Air Force, where he was honorably discharged with the rank of Captain.discharged with the rank of Captain.

Pierce received a BSEE from The University of Florida and an MBA from Pierce received a BSEE from The University of Florida and an MBA from the University of West Florida. He is the holder of six patents.the University of West Florida. He is the holder of six patents.

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Advisor – Mike AdlerAdvisor – Mike AdlerMichael Adler was Managing Director/Head of Lending for ORIX Finance Michael Adler was Managing Director/Head of Lending for ORIX Finance from 2006 through 2008. As leader of a $2 billion multi-strategy lending from 2006 through 2008. As leader of a $2 billion multi-strategy lending business, including Leveraged Finance, Venture Finance, Equipment business, including Leveraged Finance, Venture Finance, Equipment Leasing, Special Situations, Structured Products and industry-specific Leasing, Special Situations, Structured Products and industry-specific lending strategies, Adler was responsible for all origination and credit lending strategies, Adler was responsible for all origination and credit functions, with full P&L responsibility. He managed a staff of over 60 functions, with full P&L responsibility. He managed a staff of over 60 professionals located in eight domestic and international offices. professionals located in eight domestic and international offices.

As Head of Asset Management for Goldman Sachs Specialty Lending As Head of Asset Management for Goldman Sachs Specialty Lending Group from 2004-2006, Adler designed and implemented asset Group from 2004-2006, Adler designed and implemented asset management policies and procedures, including all back office functions, management policies and procedures, including all back office functions, for a new multi-strategy finance company which grew to over $2 billion in for a new multi-strategy finance company which grew to over $2 billion in less than two years. In addition, Adler led complex problem loan less than two years. In addition, Adler led complex problem loan resolutions and out-of-court restructurings and was frequently called upon resolutions and out-of-court restructurings and was frequently called upon to assist other GS units with domestic and international problem loan to assist other GS units with domestic and international problem loan situations.situations.

Adler was EVP/Western Region Manager for Fleet Capital from 2000-2004. Adler was EVP/Western Region Manager for Fleet Capital from 2000-2004. Adler led Fleet Capital's $1.6 billion middle market ABL and cash flow Adler led Fleet Capital's $1.6 billion middle market ABL and cash flow lending business in the Western US, including origination, underwriting, lending business in the Western US, including origination, underwriting, credit approval, portfolio management, loan operations and financial credit approval, portfolio management, loan operations and financial accounting functions. He supervised a staff of over 40.accounting functions. He supervised a staff of over 40.

Adler received his B.A. in Business Administration, along with minors in Adler received his B.A. in Business Administration, along with minors in Political Science and Economics, from Southern Methodist University.Political Science and Economics, from Southern Methodist University.

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Contact InformationContact InformationDoug Spitler Doug Spitler Southlake, Texas Southlake, Texas [email protected] [email protected] 817-501-7190 817-501-7190

John Pierce John Pierce Dallas, Texas Dallas, Texas [email protected] [email protected] 972- 972-741-1242741-1242

Michael Adler Michael Adler Southlake, Texas Southlake, Texas [email protected]@gmail.com 214-537-5451om 214-537-5451

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Lender Deleveraging/ Acquisition Profile HEP Acquisitions Doug Spitler John Pierce