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Integrated Solutions to Maximize the Value of Assets June 08, 2016

Hilco Global Creds June 2016

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Page 1: Hilco Global Creds June 2016

Integrated Solutions to Maximize the Value of Assets

June 08, 2016

Page 2: Hilco Global Creds June 2016

• An independent financial services company providing Valuation,

Monetization and Advisory services for all tangible and intangible assets

• The world’s preeminent authority in assisting healthy and distressed

companies and their constituencies derive maximum value from assets

• The holding company for twenty integrated business units delivering

expert solutions and proven value on every engagement for 30 years

• A privately held and financially successful organization willing to put

capital at risk and guarantee results in connection with transactions

What is Hilco Global?

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Page 3: Hilco Global Creds June 2016

MonetizationValuation Advisory

• Tangible and Intangible Asset Appraisals:

› Inventory

› Machinery & Equipment

› Real Estate

› Accounts Receivable

› Intellectual Property

• Enterprise Valuations:

› Fairness & Solvency Opinions

› Quality of Earnings

• Portfolio Valuations

• Due Diligence Services

• Valuations for Tax, Reporting, Accounting

and Compliance Requirements:

› FAS 157, 141, 142

› IFRS Compliant Valuations

• Retail/Wholesale Assets: Disposition and Acquisition of Inventory, Fixtures and Equipment, Real Estate, Intellectual Property and Debt Instruments

• Industrial/Manufacturing Assets:Disposition and Acquisition of Machinery, Equipment, Inventory, Rolling Stock, Real Estate, Debt Instruments

• Commercial and Institutional Real Estate:Disposition and Acquisition of Real Estate; Principal investments and sale; Restructuring

• Accounts Receivable: Acquisition and Collection of Commercial Accounts Receivable Portfolios

• Intellectual Property: Intangible Assets Including Patents, Brands, Trademarks, Domain Names, IPv4

• Facility Demolition and Repurposing: Acquisition of Industrial and Manufacturing Sites for Repurposing

• Private Equity:Principal investment and operations for strategic businesses, brands and turnaround situations

• Retail Performance and Profit

Enhancement Strategies

• Real Estate Asset Restructuring

• Asset Security and Protection Services

• Brand Revitalization and Licensing

Strategies

• Litigation Support Services

Proven Customer Solutions

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Page 4: Hilco Global Creds June 2016

VALUATION(APPRAISAL SERVICES)

MONETIZATION

ADVISORY(CONSULTATIVE SERVICES)

Hilco

Industrial

Hilco

Capital

Hilco

Streambank

Hilco

Real Estate

Hilco

Redevelop.

Partners

Hilco

Receivables

Hilco

Valuation

ServicesHilco

Retail

Consulting

Hilco

Brands

Hilco

Merchant

Resources

Hilco

Global

Hilco Redevelopment Partners• Acquisition of industrial & manufacturing sites

for repurposing

Hilco Valuation Services, LLC• Tangible and intangible asset appraisals

• Inventory, M&E, Real Estate, Receivables,

and IP

• Business Valuations

• Insurance/Tax Valuations

• Asset Verification and Tagging

• Compliance – Ad Valorem

• Due Diligence Services

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Page 5: Hilco Global Creds June 2016

Serving Clients on Five Continents

Los Angeles

Oakland

Mexico City

São Palo Dubai*

*Joint Venture Offices

Melbourne

Singapore

Bangkok

Tokyo*

Hong Kong

Dusseldorf*

Paris*

London

Leeds

Boston

New York

Toronto

Detroit

Grand Rapids

Chicago

Charlotte

Atlanta

Birmingham

Sydney

Madrid

Dublin

Amsterdam

Mumbai

US Chicago • Detroit • Grand Rapids

New York • Los Angeles • Boston

Oakland • San Diego • Birmingham

CANADA Toronto

UK London • Leeds • Birmingham • Dublin

ASIA PACIFIC Singapore • Hong Kong • Bangkok

MEXICO Mexico City

BRAZIL São Paulo

AUSTRALIA Sydney

NETHERLANDS Amsterdam

03/025

Page 6: Hilco Global Creds June 2016

Hilco Global Customer Experience

Global Customers Retail Customers

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Page 7: Hilco Global Creds June 2016

Hilco Global – Broad Platform of Financial Services

1. Strategic partnerships providing management expertise and consulting in both opportunistic

and distressed situations:› One North LaSalle

› Hostess brand turnaround

› Starbucks strategic real estate and lease repositioning services

2. Principal and operator of strategic businesses and brand investments:› Purchasing and revitalizing the 75 year old Polaroid brand

› Re-launching and expanding the iconic Halston, Haute Hippie, Le Tigre retail fashion brands

› Purchasing and revitalizing Kraus Flooring

› Buying and restructuring HMV – a billion dollar music/entertainment retailer in UK, Canada, Ireland

3. Buyer/seller of all assets: A/R; Inventory; Real Estate; Industrial Equipment; IP:› A&P; Radio Shack; Coldwater Creek – acquired IP and disposition rights of all retail assets and real estate

› Partnered with Cenveo to purchase National Envelope by acquiring non-strategic assets

› Acquisition and redevelopment of the 17 million square foot steel mill owned by RG Steel on 3,100 acre site

› GM and Chrysler assembly and manufacturing plants

› One North LaSalle; The Gauge Development in Boston

4. Recent Private Equity Firm deal strategic/investment partnerships:› The Carlyle Group

› Garrison Capital

› Redwood Capital

› Ares Capital

› Blackrock

› Atlas Capital

› Sycamore Capital

› Catterton Partners

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Page 8: Hilco Global Creds June 2016

Recent Portfolio ExitsCurrent Equity Investments

Consumer ProductsUnited States

RetailerCanada

Consumer ProductsUnited States

RetailerUnited Kingdom

RetailerUK- Europe

RetailerUnited Kingdom

RetailerUnited States

Consumer ProductsUnited States

Engineered LabelsUnited States

Apparel Design & ManufacturingCanada

ApparelUnited States

RetailerGermany

ApparelUnited States

Floor CoveringsUnited Kingdom

Consumer ProductsUnited States

Consumer ProductsUnited States

Audio ElectronicsUnited States

RetailerFrance

Boat DistributorUnited Kingdom

Market ResearchUnited States

TablewareUnited Kingdom

ApparelUnited States

RetailerUK, Canada & Ireland

Floor CoveringsCanada & USA

Scholarship ProgramUnited States

Premium Natural ProteinsUnited States

Consumer ProductsUnited States

RetailerUnited States

Natural Proteins ProcessingUnited States

DVD Game RetailerUnited Kingdom

Consumer ProductsUnited States

Consumer ProductsUnited States

Consumer ProductsUnited States

Consumer ProductsUnited States

ApparelUnited States

ApparelUnited States

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Page 9: Hilco Global Creds June 2016

Critical Facts about Hilco Global

World class scale and scope of service:

• Recognized, hands-on management team

• Best in Class talent and financial resources

• Centralized global coordination of the process with local service

• Sold assets from 53 countries into more than 60 countries in 2015

Most experienced with assets to be valued and sold:

• Asset sales exceeded $1.5 billion in 2015

• Converted over $170 billion of excess retail inventory to cash

• Mitigated in excess of $1 billion lease liability for hundreds of clients

• Disposition of 200 million SF of retail, office and industrial properties

• Appraised and repositioned real estate worth nearly $4 billion

• Delivered nearly 20,000 appraisals - values in excess of $200 billion

* Capital available for immediate monetization and risk mitigation

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Page 10: Hilco Global Creds June 2016

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Page 11: Hilco Global Creds June 2016

Hilco Valuation’s Bench Strength

We employ over 150 people in our valuation practice:

• 70 tangible and intangible asset appraisers on staff with an average of 15

years experience

• 30 financial analysts and research analysts/editors on staff

• Valuation offices in the US, Canada, Mexico, Australia, UK (covering Europe)

and Singapore (serving Asia)

Our valuations are reinforced through asset disposition capabilities:

• Our heritage is in asset disposition - we understand market values

• Our appraisal values are based on our expertise and proprietary market data

• Hilco’s disposition units cover all tangible and intangible asset categories

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Page 12: Hilco Global Creds June 2016

Hilco Valuation Services: Our Structure

Asset Appraisal

• Inventory

• M&E

• Receivables

Enterprise Valuation

• IP Appraisals/BV

• Financial Opinions

• Portfolio Valuations

Real Estate

• Appraisals

• Feasibility Study Analysis

• Property Tax Consulting

Streambank/IP

Merchant Banking

• IP Monetization

• IP Advisory/Licensing

• IPv4 Market Maker

Diligence Services

• Field Examinations

• Transaction Diligence

• Forensic Analysis

UK/Europe/Aus

• Appraisals & Field Exams

• Insolvency Valuations

• Dispositions

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Page 13: Hilco Global Creds June 2016

Aerospace & Defense Chemical Processing Construction Hi-Tech

Automotive Plastics Transportation Food Processing

Metalworking Fabrication Foundries & ForgingsMetalworking CNC

PharmaceuticalsPrinting Pulp & Paper

Glass & Ceramics

Retailing

Expertise in a Wide Range of Asset Categories

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Page 14: Hilco Global Creds June 2016

Hilco Streambank Capabilities

• Industry-leading IP advisory firm serving both healthy and distressed clients

• Specialization in the Appraisal, Valuation, Marketing, Sale and Acquisition of

intangible assets such as:

• Extensive record of success in identifying and maximizing tangible value

from intangible assets

› Trade Names/Brands

› Trademarks

› Patents

› License Agreements

› Royalty Streams

› Databases/Customer Lists

› Trade Secrets

› Copyrights

› Internet Assets

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Page 15: Hilco Global Creds June 2016

Representative Cases:

Hilco was retained to oversee the going-out-of-business sales with joint venture partner, Gordon Brothers. After 25

years of providing value-priced women’s clothing and accessories, Dots filed for chapter 11 bankruptcy protection in

January of 2014. The fashion discount retailer closed 243 stores nation-wide and had discount offers of up to 30%

off all merchandise. Along with the discount sales at retail locations, the Dots customer database contained over 6.9

million customer records and various domain names. Hilco Streambank was soon brought along to help market and

sell the various intellectual property assets.

Hilco Streambank, acting on behalf of a joint venture of Hilco Merchant Resources served as the exclusive agent for

the sale of dELiA*s intellectual property. The teen fashion retailer was started in 1993 and recorded sales of over

$100 million from 2011-2013. The company filed for bankruptcy protection in December of 2014 and soon after

commenced its liquidation process. dELiA*s customer database contained over 4.9 million individual records,

which drastically increased the value of its e-commerce platform. Hilco Streambank handled intellectual property

sales involving assets such as customer databases, domain names and trademarks.

Simply Fashion filed for chapter 11 bankruptcy protections after the beginning of 2015. Hilco Streambank was hired

to help manage the sales of the intellectual asset portfolio. Hilco Streambank quickly assessed the situation and

enacted a strategic approach to spreading awareness of the assets available for sale.

Hilco Streambank found a buyer and was able to close the sale.

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Following liquidation of certain intangible assets of the electronics retailer, Hilco was retained to sell trademarks and

domains associated with RadioShack including: RadioShack.com, Tandy.com, TheShack.com and Ignition.com, the

Company’s franchise and dealer network and infrastructure, and the Company’s Global Sourcing Business. RadioShack

generated proceeds of approximately $40 million from the sale of its intellectual property assets.

Page 16: Hilco Global Creds June 2016

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Page 17: Hilco Global Creds June 2016

Hilco IP Merchant Banking

Hilco IP Advisors

(IP Advisory)

M&A Financing

Valuation Strategy

Patent Brokerage

IP Special Situations Research

Hilco IP Alpha Funds

(IP Asset Mgmt)

IP Management Investments

IP Special Situations

Investments

Hilco IP Management

(IP Monetization)

Owned Portfolios

Portfolios Managed by Third Parties

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Page 18: Hilco Global Creds June 2016

Monetization Options

Option I: Sell-Side (Brokerage) Option III: AssertionOption II: SPV Financed

Patent sales to an NPE or strategic

involving a combination of upfront cash

and a back-end revenue share. In

certain instances, an NPE may be

willing to offer a large upfront amount in

lieu of a back-end share.

Patent ownership maintained under

the HPQ brand or a subsidiary SPV.

Third party monetization experts or

contingent fee law firm fronts the

monetization cost for a back-end

share. (Typically 50%).

Patent ownership transferred to a new

SPV run by a third party monetization

team. The purchase price and SPV

operating expenses are financed, and

returns to the initial patent owner take

different forms.

Advantages

• Simplified transaction

• Upfront revenue

• Can negotiate back-end

• Little long-term internal diversion

Advantages

• Financing not necessary

• Litigation expense transfer

• Maintain ownership of IP

Advantages

• Flexible risk-return profile

• Discreet licensing

• Strong financial backer

• De-risk

• Eliminate monetization expense

Disadvantages

• Reduced upside potential due to risk-transfer

• Loss of internal IP (License-back)

• Loss of defensive position

Example

• IP monetization firms/teams that purchase portfolios and run multiple programs across various industries.

Disadvantages

• Portfolio maintenance cost retention and upfront $

• Negative monetization press linked to brand

• 20%-50% revenue share

Example

• Third party monetization agents and contingent fee law firms known for variety of assertion transactions. HPQ may be familiar with this model.

Disadvantages

• Investment profile requires stricter diligence

• Portfolio must have marketable story

Example

• SPV’s have been structured on the basis of outright sales, large upfront $/small back-ends, or small upfront $/large back-ends.

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Page 20: Hilco Global Creds June 2016

Hilco Real Estate

At HRE we advise and execute strategies to help both healthy and distressed clients maximize

the value of their real estate assets. Extensive property valuation knowledge, lease restructuring

experience and creative sales strategies are leveraged by a vast network of tenants/landlords and

motivated buyers/sellers and substantial access to capital.

Lease Repositioning and Advisory Services

• Mitigation of leasehold obligations through: Rent Reduction, Renewal, Termination and or Sublease/Assignment

• M&A portfolio optimization advisory

Disposition Services

• Traditional brokerage – all property types

• High-performance accelerated property auctions – live, online, sealed bid

• Sale/leaseback advisory

• Unique deal structuring, including leveraging our capital

Real Estate Investments

• Acquisitions - vacant, value-add, or stable income-producing properties

• Joint venture transactions that often include the acquisition of both real estate and non-real estate assets (e.g., machinery & equipment)

• Sale/leaseback

• Lease designation rights

Special Situations

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Page 21: Hilco Global Creds June 2016

Representative Cases

In late 2012 Hostess Brands announced it was shutting down its business and selling all assets. Hilco was appointed exclusive

real estate advisor early in the process, initially valuing all 260 owned locations. After 120 were sold as part of a combined

brand/asset purchase of certain brands, Hilco handled the sale of the remaining 140 diverse real estate assets across 34 states.

Hilco quickly implemented a highly innovative and effective marketing campaign consisting of print advertising, website listings,

electronic media, public relations and signage. Within approximately 90 days, over 6,000 prospective buyers had responded,

which led to over 400 offers. Ultimately the portfolio (which included the real estate, machinery and equipment and thousands of

trucks) was sold in a bulk transaction at auction to the stalking horse bidder, which yielded the estate over $62 million in

proceeds.

Hilco was initially retained to terminate and/or restructure approximately 50 Starbucks locations that became strategically

unimportant and/or unprofitable. Since achieving significant success for the company with this initial program, Hilco has

been involved with the restructuring/renewal and/or termination of close to 3,000 additional leased locations throughout

the U.S. and Canada. Through our efforts to date, Hilco has saved the company in excess of $75 million, while

concurrently restructuring critical non-economic provisions within countless leases. Hilco continues to serve as the

primary third party real estate firm for Starbucks throughout the U.S. and Canada.

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HRE has represented A&P for over eight years in connection with numerous initiatives. Notably, during the company’s 2011-12

bankruptcy, HRE was engaged by the company to assist with the restructuring of 300+ leases throughout the northeastern U.S.,

most of which we determined to be materially below market, while concurrently disposing/selling 50+ non-core leases. Through

its efforts, HRE achieved rent savings in excess of $50 million and sales proceeds in excess of $65 million.

In the most recent engagement, which is being finalized in Q1 2016, HRE was hired to assist A&P (including Food Basics,

Waltbaums, Food Emporium, Pathmark and Superfresh Stores) with the lease assignment/sale of approximately 275 operating

stores and other leasehold assets. The project scope also included 15 parcels of owned property and other assets such as

liquor licenses/stores, scripts, inventory and FF&E, and IP. The HRE team is an integral strategic and transactional advisor to

A&P and its constituents and has been the lead disposition agent in securing in excess of $1.1 billion in proceeds to date.

Page 22: Hilco Global Creds June 2016

HRE Acquisition/Investment Deals

• A value added and opportunistic real estate redevelopment that provides superior risk‐adjusted returns

• Disciplined investment approach includes thorough qualitative and quantitative analysis

• Primary asset classes include Industrial and Office; secondary asset classes include Retail and

Multi-Family

Waterton, MA Distribution Facility: This was an 94,268 SF underfunded and mismanaged property that required physical improvements and updates/upgrades. The market dynamics in the Boston area were strong and we felt that it warranted investment to attract tenants / users. HRE invested in upgrades, architectural renderings and space plans to make it marketable and engaged municipal officials for support (i.e. zoning) HRE fully leased the building within the first nine months of ownership, increasing the Net Operating Income.

Sony Facility, AL: Buying an obsolete/older property sold through a corporate liquidation (bankruptcy or receivership). This was a

Large properties (1 million square feet +) with significant infrastructure (heavy steel construction, limited brick / concrete). The

facility had above grade environmental issues but HRP felt we could find a way to execute a sale leaseback on this property that

was at the end of its current use.

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One North LaSalle, Chicago, IL: Hilco acquired One North LaSalle for $83M. Hilco views this as a great investment

opportunity with the 47-story, 500k SF building. The building is in a great location in the Central Loop and will be attractive

address for tech, advertising and media companies. Hilco’s redevelopment plans call for remodeling the building's lobby,

restrooms and tenant corridors. A new rooftop deck is planned, and a fitness room will be built on the fifth floor.

Boston, MA – Exelon Power Plant: Buying an obsolete/older property sold through a corporate liquidation (bankruptcy or

receivership). This was a Large properties (1 million square feet +) with significant infrastructure (heavy steel construction, limited

brick / concrete). The facility had above grade environmental issues but HRP felt we could find a way to execute a sale leaseback

on this property that was at the end of its current use.

Page 23: Hilco Global Creds June 2016

Hilco Redevelopment Partners

A single integrated solution to maximize the value of obsolete industrial sites

• Provide capital to guaranty completion of all project phases

• Complete all remediation to regulatory standards

• Monetize all assets, including receivables, inventory and PP&E

• Redevelop sites in a socially responsible manner

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Page 24: Hilco Global Creds June 2016

Experience

• Hilco Global has redeveloped over 36.7M SF of industrial property and facilities since

2011; more than any other firm in North America

Property Name City, State Former Use Structure Size (SF) Year

Warren Warren, OH RG Steel Mill 8,000,000 2013

Mansfield Ontario, OH GM Stamping Plant 2,500,000 2012

Sparrows Point Sparrows Point, MD RG Steel Mill 17,000,000 2012

Cooper Tire Albany, GA Cooper Tire Manufacturing 2,200,000 2011

Sony Dothan, AL Sony Manufacturing Plant 1,000,000 2011

Pontiac Pontiac, MI GM Truck/Bus Assembly 3,500,000 2011

Wyoming Wyoming, MI GM Stamping Plant 2,500,000 2011

Total 36,700,000

HRP is the leader in redeveloping the largest and most complex industrial sites

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Page 25: Hilco Global Creds June 2016

Hilco Repurposes Historic Industrial Site

Hilco Redevelopment Partners acquired the RG Steel Sparrows Point steel mill in September

2012 for $70 million following emergence from bankruptcy. The 3,100 acre, 17 million square

foot complex, located in Baltimore, MD on the shores of Chesapeake Bay, had previously

operated as Bethlehem Steel and was once the world’s largest steelmaking complex. Hilco

Global purchased all of the above ground assets including machinery and equipment and

improvements.

HRP maximized the value of this obsolete industrial site by leveraging its multiple capabilities to

create a unique solution while addressing the requirements of many stakeholders. Machinery,

equipment, rolling stock and inventory were sold to buyers around the world. Work began to

demolish structures and other obsolete infrastructure, which would be removed and recycled.

Preliminary work also began on the clean up and environmental remediation of the land, tainted

by 100 years of steelmaking, to current regulatory standards.

Late in 2014, Hilco Global and a private equity firm partnered to start Phase II of the project to

form Sparrows Point Terminal LLC. The new entity acquired the property and will continue site

clean-up and remediation work as the precursor to building new infrastructure for the planned

tri-modal logistics center.

In 2015 the new redevelopment of the site has begun with new branding – TradePoint Atlantic

serving as a major port and logistics center for the East Coast of the U.S. creating thousands of

jobs. In January 2016, FedEx announced it will build a new distribution center on the site.

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Hilco Industrial - Overview

The Worlds Largest, Most Experienced Multi-Class Industrial Asset Disposition Company

• Hilco Industrial HQ – Detroit/Grand Rapids

• Hilco Industrial Europe – UK/ Netherlands

• Hilco Acetec – Mexico

• Hilco Industrial – South America – Brazil

• Hilco Industrial – Asia Pacific

Global Network of Buyers and Sellers

• Database to locate qualified prospects for all equipment

Multi-Faceted Sales Options

• Holistic Approach to Disposition - Hilco Global Integration

Flexible Financial Structuring

• Specialized options include purchase of assets; guarantees, commission, etc.

Experienced, Highly Specialized Team

• Industry specialist with 30+ years average experience

At Hilco Industrial we advise and execute strategies to assist industrial and manufacturing clients

maximize the value of their machinery and equipment assets around the world.

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Page 28: Hilco Global Creds June 2016

Representative Deals and Transactions

Disposition of machinery and equipment in (16) General Motors and (5) Chrysler production plants

involving 75 million square feet of space and more than 100,000 discrete pieces of M&E.

Purchase of complete gear manufacturing facility featuring high precision CNC equipment.

Employed several sale methodologies including private treaty sales and auction sale to sell

manufacturing equipment. Currently marketing real property.

Complete disposition of all surplus metal fabrication and electronic assembly equipment located in

(3) plants, totaling 500,000+ square feet in Nogales, Mexico. Project completed in approximately 60

days.

Largest bankruptcy auction for transportation assets and public works vehicles for the City of Detroit.

Contracted by the Electronics Business Unit to dispose of surplus manufacturing assets. Conducted

(2) sales in Q4 2012 in Melville, NY and Sunnyvale, CA. Both facilities were cleared of all surplus in

under (30) days from start of project.

Acquisition and phased sale of substantially all of the assets of a complete nutraceutical

manufacturing facility & agricultural research farm.

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Hilco Merchant ResourcesBrick & Mortar • E-Commerce

Hilco Fixture FindersLozier Retail Shelving Inventory • Clean-out & Distribution Services • Warehousing and Storage

Furniture, Fixtures & Equipment • Retail • Warehouses • DC’s • Rolling Stock

Hilco Asset ProtectionAsset Protection • Site Protection • Background Screening

Hilco Wholesale SolutionsConsumer Products Inventory

Hilco Merchant Resources – Complete Retail Solutions

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Page 31: Hilco Global Creds June 2016

Hilco Merchant Resources

Analytical, advisory, operational, asset monetization and capital investment activities

to help retailers define and execute their strategic initiatives

Activities fall into six principal categories:

1. Strategic store closings including facilitating the rationalization of a retailer’s store portfolio

2. Retail company or division wind-downs

3. Facilitation of mergers, acquisitions, and divestitures by taking on unwanted retail assets and/or

liabilities

4. Interim management of retail companies or divisions

5. Special event sales including a customized sale within a store and pop-ups

6. Acquisition of debt to obtain control of the retail business

In all categories, HMR can structure the transactions to guarantee results and

commit capital

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Page 32: Hilco Global Creds June 2016

Representative Cases

HMR was assigned the lead role and responsibility to manage complete store closing and clearance programs

for over 2000 retail stores across the US, Canada and Mexico.

Hilco is managing a progressive markdown clearance program, which is their national clearance program, for the

Company at all 918 stores, embracing $210 million at cost in clearance inventory over approximately 20 weeks.

Awarded this transaction to liquidate all 350 stores and approximately $100 million in cost inventory, intellectual

property and furniture, fixtures and equipment.

In 2015 Hilco Merchant Resources was hired to manage the inventory disposition and store closing process for

all City Sport retail stores. The 12-week process included successful sales for the chain which operated 18 retail

stores that carried high end sporting goods including popular brands such as Under Armour, Nike, Marmot,

Patagonia, The North Face, ASICS and Brooks. HMR was also responsible for all store fixtures, furniture and

equipment.

Hilco Merchant Resources secured approval from Target Canada and an order from a Canadian court to

manage the store closing process for Target’s 133 Canadian locations early in the first quarter of 2015. HMR

leveraged its substantial skills and understanding of the North American retail marketplace and developed a

strategy that would allow target to maximize the value of over $800 Million dollars’ worth of retail inventory.

Additionally, Hilco Merchant Resources and Hilco Fixture Finders were responsible for selling the store fixtures

and equipment.

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Hilco Receivables is a recognized leader in the collections industry providing

innovative and successful collection techniques across all types of portfolios

and sectors.

Commercial Accounts Receivable Portfolios

• Fee Basis

• Purchase

Purchase Charged Off Consumer Debt

• Credit Cards

• Student Loans

• Health Care

• Installment Loans

Hilco Receivables Services

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• Monetization of purchased and fee based commercial receivables in

excess of $400 million

• Management of over 50 commercial receivable deals since 2001

• Principal investments totaling over $500 million and $10 billion in assets

acquired

Serving the following financial institutions:

Hilco Receivables Delivers Results

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Overview of HRC Advisory

37

HRC Advisory is a leading boutique retail consulting firm. Our Principals have been

creating substantive value for retailers and retail portfolio investments for financial

sponsors and secured lenders for more than 25 years.

› Total focus on helping retailers enhance performance by creating and

implementing practical changes that bring practical, real value to increase

profitability

› Provide retail specialists in critical functions including corporate support

operations, merchandising profitability, strategic planning, operations and

logistics/fulfillment

› Take a “big picture” strategic view and a practical execution mindset

Page 38: Hilco Global Creds June 2016

HRC Advisory Consulting Clients and Services

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Retail Performance Improvement

• Organizational Redesign and Change

Management

• Merchandising and Inventory Management

› Category Management

› Planning & Allocation/

Assortment Planning

› Replenishment

› Markdown Effectiveness

• Indirect Procurement

• Distribution and Logistics

• Post Merger Integration of Operational

Functions to Drive Synergies

• Store Operations

› Field & Store Supervision

› Increasing Sales Using Traffic and

Conversion

› Labor Planning & Scheduling

› ROI Unlocked by Consistent Execution

• Cost Containment and Redirection

G&A Expense

Finance Function Optimization

IT Effectiveness

Energy and Telecommunications

Sample of Key Retailers Our Team has Advised

Page 39: Hilco Global Creds June 2016

The Hilco Global

Client Cases

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CONFIDENTIAL – NOT TO BE DISTRIBUTED

This presentation contains material that is not for public or private distribution without

authorization. The material contained within is concerning the business operations, financial

structure and case histories which should be treated as private and confidential. As a

recipient, it should be used for the sole purpose of understanding the capabilities and

experience of Hilco Global. All recipients agree to take reasonable precautions to maintain the

confidentiality and to inform its employees of the confidential nature of the material. The

recipient shall not disclose the material to any third party without the prior consent from Hilco

Global.

Additionally, all material, examples and case histories included herein are being included for

discussion and illustration purpose only. The case studies are intended to provide an

understanding of past engagements and/or investments and not necessarily representative of

any future performance. Furthermore the information contained in such case studies is not

complete, may be subject to change and excludes any confidential or non-public information

available.

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Page 41: Hilco Global Creds June 2016

Hilco Global Maximizes the Value of Hostess Brands

Following multiple bankruptcy filings, Hostess Brands, Inc. announced in late 2012 that it was shutting

down its business and selling all of the company snack cake and bread assets, including inventory,

machinery and equipment, rolling stock, real estate, and intellectual property. Hilco Global was hired by

the company to provide an integrated solution for maximizing asset values, which included the expertise

of multiple Hilco business units and $30M of capital needed to fund operations during the bankruptcy and

sale process.

As an exclusive sales agent and asset advisor, Hilco Global first valued the assets, including bakery

equipment, rolling stock, real estate and intellectual property such as iconic brands like Hostess and

Wonder Bread. A shutdown and sale process ensued, during which Hilco Global also provided security

protection for the hard assets.

One of the more formidable challenges was managing the disposition of over 260 owned real estate

locations. Following the bulk sale of 120 locations as part of a combined brand/asset purchase, Hilco

implemented a highly-innovative marketing campaign to quickly sell the remaining 140 locations across

34 states. Included were print advertising, website listings, electronic media, public relations and

signage. Within approximately 90 days, over 6,000 prospective buyers had responded, which led to over

400 offers and completion of the sale.

Ultimately, the entire asset portfolio was sold, yielding millions of dollars to bankruptcy creditors. Hilco

Global participation was considered instrumental in helping to sell the company to two strategic buyers for

almost $800 million.

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Page 42: Hilco Global Creds June 2016

Hilco Global Revitalizes Iconic Brand

Polaroid, the iconic brand known around the world for pioneering and perfecting instant photography,

experienced a sharp decline in demand resulting from the evolution of digital imaging technology in the 1980s.

The company filed for Chapter 11 bankruptcy in 2001.

After others made several failed attempts to revive the company, in 2009 Hilco Global acquired the intellectual

property and other assets of Polaroid following a second bankruptcy filing. The acquisition included a material

investment by Hilco Global and PE Partners and an equity stake for the bankruptcy estate of the then Polaroid

Corporation (now PBE Corp.).

A new management team, lead by President and CEO, Scott W. Hardy, worked in concert with Hilco Global to

completely transform the company. All manufacturing operations were ceased and the company instead

focused on product innovation and building a global licensing platform for the Polaroid brand. Currently, over

50 best-in-class licensees across the globe have developed and are marketing a broad range of Polaroid-

branded consumer electronics products, including instant and digital still cameras, lifestyle action sports

cameras, tablets and flat screen TVs. Innovative products such as the Polaroid Cube continue to break

through established barriers, bringing ease-of-use, sharing and fun to consumers. Polaroid branded products

are now sold in over 100,000 retail stores in more than 100 countries.

Late in 2014, Hilco Global announced the addition of the Minneapolis-based Pohlad Family Capital Fund

(PFCF) as an investor and partner in the current Polaroid deal. The addition of a new capital partner marks

the next phase of the company’s evolution after a successful five year effort to re-establish Polaroid as the

preeminent brand for instant photography and related consumer electronics.

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Page 43: Hilco Global Creds June 2016

Hilco Global Acquires National Envelope

With eight plants and two distribution centers capable of producing 37 billion envelopes a

year, National Envelope was the oldest and most respected brand in the envelope industry in

the United States.

In May of 2013, the envelope giant filed for Chapter 11 Bankruptcy. The envelope maker

sought Chapter 11 protection on June 10 for the second time as the Internet supplants mail

for communications. The Frisco, Texas-based company listed as much as $500 million in

both assets and liabilities. Private-equity firm Gores Group LLC bought virtually all of

National Envelope’s assets in its first bankruptcy at an August 2010 auction for about $208

million.

Hilco Receivables was approached by Cenveo, a large competitor of National Envelope in

the printing and manufacturing space who was in need of additional capital in their effort to

purchase the business out of bankruptcy. The Hilco team structured a transaction to partner

with Cenveo on the acquisition of the National Envelope business by providing additional

financing in the form of an acquisition of the A/R of the company. Having the unique

understanding of the value of the A/R assets, Hilco was not only able to empower Cenveo to

complete the transaction but also helped save thousands of jobs.

After delivering the financing, Hilco then partnered with Cenveo and Southern Paper to

acquire National Envelope and all of its assets out of a bankruptcy for a total of $70 million

dollars.

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Page 44: Hilco Global Creds June 2016

Global Headquarters:

5 Revere Drive

Northbrook, IL 60062 USA

www.hilcoglobal.com

Chicago | Boston | Detroit | Grand Rapids | New York | Los Angeles | Atlanta | Birmingham | Charlotte | Oakland

Phoenix | Seattle | San Diego | United Kingdom (London, Leeds, Birmingham) | Toronto | Mexico (Mexico City,

Guadalajara, Monterrey, Villahermosa, Irapuato) | Sao Paulo | Singapore | Hong Kong | Bangkok | Sydney

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Page 45: Hilco Global Creds June 2016

Hilco Valuation Services, LLCTom Greco, CEO

Hilco Enterprise Valuation

Services, LLCJason Frank, Managing Director

Hilco Real Estate Appraisal, LLCTodd Haney, CEO

Hilco Litigation Support, LLCJason Frank, Managing Director

Hilco Diligence Services, LLCDoug Jung, Managing Director

Hilco Appraisal Asia-PacificSupanit Chaiyawat, CEO AsiaFrancis Yau, CEO Greater ChinaAllan Sim, EVP Asia-Pacific Region

Hilco Valuation AustraliaBrendan Smyth, Managing Director

Hilco Valuation EuropeChris Hall, CEO

Hilco Brands UKJeff Branman, Managing Director

Hilco Capital EuropePaul McGowan, CEO

▲ NORTH, SOUTH AND CENTRAL AMERICA ▲

▼ EUROPE AND THE ASIA-PACIFIC REGION▼

Hilco Merchant Resources, LLCMichael Keefe, CEO Cory Lipoff, PartnerBen Nortman, PartnerIan Fredericks, SVP, CLO

Hilco Fixture Finders Scott Hoek, CEOEd Stepp, EVP

Hilco Real Estate, LLCNeil Aaronson, CEOGreg Apter, PresidentNavin Nagrani, EVP, PartnerRobert Perez, EVP

Hilco Redevelopment PartnersJohn Chen, CEORoberto Perez, EVP

Hilco Asset Sales Canada, LLCBruce Lyle, PresidentJohn Sharpe, Managing Director

Hilco Industrial, LLCTom Greco, co-CEOSteve Wolf, co-CEO

Hilco Receivables, LLCJay Stone, CEOBuddy Beaman, COO/EVP

Hilco Streambank, LLCGabe Fried, CEODavid Peress, EVPJack Hazan, EVP

Hilco Wholesale Solutions, LLCMarc Caplan, President

Hilco IP Merchant Banking, LLCMichael Friedman, CEO

Hilco Acetec (Mexico)Ildefonso Acevedo, CEO

Hilco do BrasilThomas Felsberg, CEO

HRC AdvisoryAntony Karabus, CEOFarla Efros, PresidentRichard Lynch, EVP/Strategy

Hilco Real Estate, LLCNeil Aaronson, CEOGreg Apter, PresidentNavin Nagrani, EVP, Partner

Hilco Brands, LLCJeff Branman, Managing Director

Hilco Asset Protection, LLCMike Gilligan, VP

Hilco Global Asia-PacificSupanit Chaiyawat, CEO AsiaFrancis Yau, CEO Greater ChinaAllan Sim, EVP Asia-Pacific Region

Hilco Merchant AustraliaKevin Olson, Managing Director

Hilco Capital EuropePaul McGowan, CEO

Hilco Industrial EuropeChris Hall, CEO

Hilco Industrial AcquisitionsRobert Bouland, CEO

MONETIZATION

Jeffrey Hecktman, Chairman/CEO

John Chen, Chief Operating Officer

Gary Epstein, EVP, Chief Marketing Officer

Eric Kaup, EVP, General Counsel

VALUATION ADVISORY

Michael Keefe, President

David Zwick, Chief Financial Officer

Ben Nortman, EVP

Ed Siskin, EVP

Mark Smiley, EVP

Dan Arnold, SVP

Ryan Lawlor, VP, Asst. General Counsel

Page 46: Hilco Global Creds June 2016

MONETIZATION

Hilco Valuation Services, LLC• Tangible and intangible asset

appraisals in real estate, inventory M&E and IP

• Business valuations• Accounts receivable• Insurance/Tax valuations• Asset verification and tagging• Compliance• Ad valorem

Hilco Enterprise Valuation, LLC • Business valuations• Intellectual property• Financial reporting• IFRS valuations• Fairness and solvency opinions• Quality of earnings

Hilco Real Estate Appraisal, LLC• Commercial, retail and industrial• Ad valorem property tax proceedings

(real and personal property)

Hilco Litigation Support• Valuation dispute resolution• Bankruptcy • Shareholder disputes• Estate/Gift tax• Expert witness

Hilco Appraisal Asia-Pacific• Online asset disposition and

redeployment services

Hilco Valuation Europe• Inventory: consumer, retail & industrial• Machinery and equipment

Hilco Valuation Australia• Retail inventory

VALUATION

▲ NORTH, SOUTH AND CENTRAL AMERICA ▲

▼ EUROPE AND THE ASIA-PACIFIC REGION▼

Hilco Merchant Resources, LLC• Retail asset-related disposition and

acquisition services• Retail M&A facilitation• Outsourced store management and

operation• Shrink reduction services• Marketing services

Hilco Fixture Finders• FF&E disposition services

Hilco Real Estate, LLC• Property/lease disposition• Principal acquisitions and sale/leasebacks• Real estate brokerage/auctions

Hilco Redevelopment Partners• Acquisition of land and property• Financing the redevelopment• Sale or lease of redevelopment• Repurposing obsolete properties• Remediation

Hilco Industrial, LLC• Acquisition and disposition of machinery,

equipment and industrial inventory

Hilco Industrial Assets (Canada)• Asset Disposition

Hilco Receivables, LLC• A/R portfolio acquisition and collection• Commercial A/R portfolios• Non-performing loans• Purchase charged off consumer debt

Hilco Streambank• Intangible asset valuation services• Market development and auctions for

domain names, trademarks, IPv4, etc.

Hilco Wholesale Solutions, LLC• Disposition services for

underperforming and excess consumer products inventory in wholesale environments

Hilco IP Merchant Banking• IP financing, monetization and capital

solutions on patents in the technology, telecommunication and healthcare industries

Hilco Acetec (Mexico)• Industrial asset and real estate

appraisals and disposition

Hilco do Brasil• Valuation, monetization and advisory

services

HRC Advisory• Strategic consulting for retailers and

consumer product companies• Performance enhancement and R.O.I.

processes• Pre-acquisition operational due diligence• Store operations and workforce

management

Hilco Real Estate, LLC• Lease portfolio restructuring

Hilco Asset Protection, LLC• Physical facility asset security and

protection services

Hilco Brands, LLC• Brand, licensing, monetization

Hilco Global Asia-Pacific• Online asset disposition and

redeployment services

Hilco Merchant Australia• Asset-related advisory and

monetization services to retailers

Hilco Capital Europe• Asset acquisition and investments

Hilco Industrial Europe• Acquisition and disposition of machinery

and equipment, etc.

Hilco Industrial Acquisitions• Acquisition and disposition of machinery,

equipment, etc.

ADVISORY

Hilco Brands UK• Brand turnaround, restructuring and

advisory

Hilco Capital Europe• Strategic consulting for retailers and consumer

product companies• Performance enhancement and R.O.I.

processes• Pre-acquisition operational due diligence• Store operations and workforce management