PRIVATE EQUITY RESEARCH IN THE LAW FIRM June 6, 2007

PRIVATE EQUITY RESEARCH IN THE LAW FIRM

June 6, 2007

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ONLINE SOURCES

Why? Section 404, Sarbanes-Oxley Act of 2002,

Public Law 107-204, July 30, 2002

Imposes internal controls: corporate management review and auditor attestation

Very expensive, much more so than originally anticipated by Congress, estimated at $15-20 billion in 2004

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ONLINE SOURCES

What this presentation is not: A primer on private equity

For background on the business of private equity, consider Clifford Perry’s presentation, Private Equity Research: Tools of the Trade

Overview of Firms, Funds, Flow of funds, Deal process, types of financing and global markets

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ONLINE SOURCES

What this presentation covers: Reference requests and sources of

information for finding answers

Online sources

News sources

Blogs

Dictionaries

Treatises

Directories

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ONLINE SOURCES

Value of the traditional sources For example: Bankruptcy questions

ABI Journal (American Bankrutpcy Institute)with daily email updates

Teleconference: “Changing Roles in Commercial Cases: The Impact of Hedge Funds and Private Equity Funds on the Restructuring Landscape.”

Links to Articles: “Private Equity's Big Debt Burden: Some analysts say plenty of positives offset the risk. Others predict a wave of defaults by firms crippled with debt,” by Steven Rosenbush, Business Week, May 29, 2007

Bankruptcy Insider (thedeal.com)

Daily Bankruptcy Review

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ONLINE SOURCES Bloomberg

We use Bloomberg to get deal-specific information Basic search: MA>go, 1>go Mergers & Acquisitions

Search, 25>go Additional Standard Search, 45>go Private Equity Deals

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You can access increasing levels of detail. Select from the More Deal Information Drop Down to get Deal Advisers.

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More Deal Info

Deal Advisers

Additional Information

Deal Analytics

Set Up News Alert

Terms Definitions

Target Info

Company Information

Fundamental Information

Company Debt

Quotes and Price Graphs

Acquirer Info

Company Information

Company Debt

Quotes and Price Graphs

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A good place to start when you are given partial information.

With the Harrah’s Entertainment Inc. acquisition, we did not have the date, nor did we know who was in the acquiring consortium, when asked to find any filings related to the deal.

Searched in the MA page on Harrah’s name.

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ONLINE SOURCES

Bloomberg

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ONLINE SOURCES

Bloomberg

Harrah’s Consortium Details

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ONLINE SOURCES GSIonline/Livedgar

List of REITs (Real Estate Investment Trusts) acquired by private equity firms.

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List of REITs (Real Estate Investment Trusts) acquired by private equity firms.

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List (using SIC code 2731 to search on) of Book Publishers acquired by private equity firms.

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ONLINE SOURCES MergerMetrics by Factset

What are the reverse back-up fees in Private Equity deals announced so far this year, 2007?

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ONLINE SOURCES MergerMetrics by Factset

What does the Go-Shop provision text look like for deals done in 2007?

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ONLINE SOURCES Thomson One Banker

We were given a list of companies recently acquired by a client, a Private Equity firm, and asked to get the announced date, overall transactional value, equity value, value as of the effective date, and equity value as of the effective date.

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Building the report

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The final report can be converted to Excel and emailed.

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The Private Equity section in Banker gives detailed Profiles of companies receiving private equity funds.

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Alternatively, generate a list of companies that meet certain criteria using an advanced query and then select and review the profiles for these.

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Generate a report of profiles for all or selected companies.

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NEWSLETTER SOURCES

Requests for News About Private Equity What is organized labor’s view of private

equity?

Find the Offering Memoranda for the XYZ deal.

What are private equity funds?

Get the Private Equity Legal Adviser rankings for 2006.

What Private Equity deals has the firm worked on from 2000 to 2006?

Find any articles on Carlyle’s fee hike.

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NEWSLETTER SOURCES ABSOLUTE RETURN (Hedge Fund Intelligence Ltd.)

www.hedgefundintelligence.com

This monthly is a member of the Euromoney Institutional Investor family of publications and replaced the subscription to MARHedge (Managed Accounts Reports). Reports news plus value-added special supplements like Global Review 2007. Recently started a weekly Friday email news report to subscribers.

ALTERNATIVE INVESTMENT NEWS (Institutional Investor)www.iinews.com

Weekly fund news and personnel changes with daily email updates.

THE ASIAN VENTURE CAPITAL JOURNAL (AVCJ Group Ltd.)www.asianfn.com

AVCJ Weekly started publishing at the beginning of the current private equity cycle on September 1, 2003, and it is published every Monday morning with the news of venture capital and private equity markets in Asia.

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NEWSLETTER SOURCES (cont’d) BUYOUTS (Thomson Financial)

www.buyoutsnews.com

A weekly staple for those in the LBO business, each issue has 2 substantive articles on industry trends and several news columns. Also available electronically.

CORPORATE FINANCING WEEK (Institutional Investor)www.iinews.com

One of the oldest weeklies covering all aspects of corporate financing: from LBOs, funds, REITs, High Yield, and notes. Widely read and well-regarded.

THE DEAL.COMwww.thedeal.com

Daily news covering all deal sectors: M&A, private equity, IPO, technology news, venture capital, bankruptcy, laws and regulations, and Today in Deal History.

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NEWSLETTER SOURCES (cont’d) DEALLAWYERS.COM (Executive Press)

www.deallawyers.com

This is a rich Web site designed for lawyers. The Practice Area page includes Private Equity and compiles for each practice area: memos and articles, web casts, and blogs of interest to lawyers. Other pages list Sample Documents (lots of agreements and letters), M&A Litigation cases, a Q&A forum, and SEC and state laws.

HEDGE FUNDS and PRIVATE EQUITY (CCH/Wolters Kluwer Law & Business)business.cch.com/network

This new monthly sheds light on the regulatory and risk management issues associated with hedge funds and private equity. The newsletter is important because of Jim Hamilton’s clear and down-to-earth analysis. Jim Hamilton is the principal analyst for the newsletter and brings years of federal securities knowledge to the publication.

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NEWSLETTER SOURCES (cont’d)

HEDGE FUND DAILY (Euromoney Institutional Investor)www.dailyii.com

This daily comes with the subscription to Alternative Investment News and has good reporting on Asia, Europe, and U.S. funds.

ii PRIVATE EQUITY (Institutional Investor)www.iiprivateequity.com

Another news source, online only and weekly. However, it was short-lived: June 12, 2006 – April 30, 2007.

INVESTMENT DEALER DIGEST (SourceMedia)www.iddmagazine.com

Another one of the oldest weeklies, highly regarded and widely read. Coverage is broad (investment banking and capital markets) but tracks the current trends and news in short, useful articles.

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NEWSLETTER SOURCES (cont’d) JOURNAL OF PRIVATE EQUITY (Institutional Investor)

www.iijournals.com/jpe

Subtitled “Strategies and Techniques for Venture Investing,” each quarterly issue publishes several scholarly articles, global in scope.

LBO Wire (Dow Jones)www.lbowire.com

Daily news; thorough, well-regarded, and widely read. Columns are organized to mimic the process of making a deal: In Play, Deals, Deal Closure, Exits, Fund News, Limited Partners, Deal Finance, International, Industry News.

M&A ASIA (AVCJ Group Ltd.)www.asianfn.com

Sister publication to AVCJ Weekly, M&A Asia is published fortnightly and covers joint venture activity in Asia, as well as mergers and acquisitions.

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NEWSLETTER SOURCES (cont’d) THE M&A JOURNAL

www.themandajournal.com

A substantive lead story, published approximately every six weeks. The stories are of particular relevance to lawyers and done with a touch of humor.

MERGERS & ACQUISITIONS REPORT (SourceMedia)www.mareport.com

Tables and Transaction Activity during the week past comprise the major portion of this widely read newsletter.

PEA PLUS WEEKLY (Dow Jones)www.privateequityanalyst.com

Published on Thursdays, news is organized around the players: General Partners, Limited Partners, People News, In the Media. The Plus refers to the online source of additional transaction information that comes with the subscription.

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NEWSLETTER SOURCES (cont’d) PEWEEK (Thomson Financial)

www.pewnews.com

Weekly compilation of PE Week Wire below. Covers general news, funds news, and limited partnerships news.

PE WEEK WIRE (Thomson Financial)www.pewnews.com

“PE Week Wire is a daily dose of e-mailed news and commentary on the venture capital and private equity markets.” Free and daily, this source often picks up and comments on news not reported elsewhere.

PINHAWK HEDGE FUNDS (PinHawk NewzDigest)www.pinhawk.com

Daily news on the hedge fund industry. Stories are gleaned from web searches (a lot of google.com and sec.gov stories) and organized by: Organizations such as Hedge Funds, Financial Companies, Technology, and People; Markets such as Currencies, Commodities, Worldwide Markets, and Government; Regional News covering Asia/Pacific and Europe; and Blogs.

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NEWSLETTER SOURCES (cont’d) PRIVATE EQUITY ANALYST (Dow Jones)

www.privateequityanalyst.com

Monthly companion to PEA Weekly, Private Equity Analyst examines alternative assets: markets, asset type profiles, deals, deal trends, deal-makers, funds, and league tables. The newsletter is wonderfully comprehensive, specific, and global in scope.

PRIVATE EQUITY INTERNATIONAL (Investor Access)www.privateequityonline.com

A monthly, PEI features articles on issues facing the industry: company developments, investment sector opportunities, country-specific opportunities, and industry trends and markets. The web site updates news daily and publishes daily and weekly emails. While the Daily Digest articles do not necessarily carry over to the monthly print issue, they do roll up into the Friday Letter.

PRIVATE EQUITY MANAGER (Investor Access)www.privateequitymanager.com

The Global Journal for Private Equity CFOs and COOs. Published in the UK as a Private Equity International Publication, this monthly covers a lot of news briefly, including law firm activity in the Legal Briefs column.

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NEWSLETTER SOURCES (cont’d) PRIVATE EQUITY NEWS (Financial News)

www.penews.com

The UK point of view on global news. Published Mondays and via email only.

PRIVATE EQUITY REAL ESTATE (PERE)

Another Private Equity International publication with a worldwide focus. Each issue has an article reporting on the market in a specific country.

PRIVATE EQUITY INSIDER (Harrison Scott Publications)www.peinsider.com

Several short, to-the-point articles, appearing weekly.

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NEWSLETTER SOURCES (cont’d) SIMPSON THACHER PRIVATE EQUITY E-NEWS

This is a daily (Monday through Friday) internal publication that the Knowledge Management department creates by searching the web each morning. It has been compared to commercially published newsletters and found to be more comprehensive.

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NEWSLETTER SOURCES (cont’d) VENTURE CAPITAL JOURNAL (Thomson Financial)

www.vcjnews.com

This monthly taps guest writers for articles and is unique for its VCJ Top 10 and VCJ most active companies listed in each issue. Profiles of IPOs and the IPO After Market are based on Thomson Financial’s Post Venture Capital Index (PVCI)..

VENTURE SOURCE (Dow Jones)www.venturesource.com

Information on Venture Capital firms and investments, new fund formation and company profiles, including financing history and news.

WALL STREET JOURNAL (Dow Jones)wsj.com

Still the country’s leading journal reporting financial news. Alerts and archival search functionality add a great deal of value.

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DICTIONARIES CalPERS Web Site

http://www.calpers.ca.gov/index.jsp?bc=/investments/assets/equities/aim/pe-glossary.xm.

CalPERS> CalPERS Investments> CalPERS Assets>Equities>Alternative Investment Management Program>Private Equity Industry Dictionary

DICTIONARY OF FINANCE AND INVESTMENT TERMS, by John Downes and Jordan Elliot Goodman. 7TH ed. Hauppauge, NY: Barron’s Educational Series, Inc., 2006.

INVESTOPEDIAhttp://www.investopedia.com/terms/p/privateequity.asp

MERGERMETRICS ?Helphttp://www.mergermetrics.com

THOMSON ONE BANKER Help?http://banker.thomsonib.com

Within Help? open Private Equity Mode from the left side menu, then select Glossary.

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BLOGS THE NEW YORK TIMES

www.dealbook.blogs.nytimes.com

Edited by Andrew Ross Sorkin, the Times’ blogs cover the gamut: Mergers & Acquisitions, Investment Banking, IPO/Offerings, Private Equity, Hedge Funds, Venture Capital, Legal, and Jobs.

THE WALL STREET JOURNALblogs.wsj.com/deals

Value added features like “Big Deal Breaks” emails and “Read more” references to other Web sites at the end of articles.

JIM HAMILTON’S WORLD OF SECURITIES REGULATION: Commentary and musings on the complex, fascinating and peculiar world that is securities regulationjimhamiltonblog.blogspot.com

Timely and clear commentary on regulatory and legislative events.

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Treatises

Corporate Finance And The Securities Laws, By Charles J. Johnson and Joseph McLaughlin, Jr. 4th edition. New York: Wolters Kluwer, 2006.

Also online at business.cch.com/network.

GOING PRIVATE, by Arthur M. Borden. New York: Law Journal Press, 1982.

PIPES: A Guide to Private Equity Investments in Public Equity, by Steven Dresner and E. Kurt Kim. Revised and updated ed. Princeton, N.J.: Bloomberg Press, 2005.

PRIVATE EQUITY FUNDS: BUSINESS STRUCTURE AND OPERATIONS, by James C. Schell. New York: Law Journal Press, 1999.

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Treatises (cont’d)

PRIVATE EQUITY PARTNERSHIP TERMS AND CONDITIONS, edited by Sree Vidya Bhaktavatsalam. 5th edition. Wellesley, MA: Dow Jones, 2007.

SEVENTH ANNUAL PRIVATE EQUITY FORUM, chaired by Yukako Kawata. New York: Practising Law Institute, 2007.

STRUCTURING VENTURE CAPITAL, PRIVATE EQUITY, AND ENTREPRENEURIAL TRANSACTIONS, by Jack S. Lewis. New York: Wolters Kluwer, 1997.

Also online at tax.cch.com/network.

TAX MANAGEMENT PORTFOLIO NO. 735, PRIVATE EQUITY FUNDS, by Andrew W. Needham and Anita Beth Adam. Washington, D.C.: Tax Management.

Also online at library.bnatax.com and www.westlaw.com.

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DIRECTORIES

DIRECTORY OF ALTERNATIVE INVESTMENT PROGRAMS. Wellesley, MA: Wicks Business Information.

DIRECTORY OF LIMITED PARTNERS: INVESTORS IN PRIVATE EQUITY AND OTHER ALTERNATIVE ASSET FUNDS. New York: Thomson Financial.

DIRECTORY OF VENTURE CAPITAL AND PRIVATE EQUITY SERVICE PROVIDERS. Wellesley, MA: Dow Jones & Company.

GALANTE’S VENTURE CAPITAL AND PRIVATE EQUITY DIRECTORY. Wellesley, MA: Alternative Investor.

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DIRECTORIES (cont’d)

THE … GUIDE TO PRIVATE EQUITY AND VENTURE CAPITAL. London: International Financial Law Review.

This guide appears as a special supplement with the January issue of International Financial Law Review.

GUIDE TO PRIVATE EQUITY AND VENTURE CAPITAL IN ASIA: THE ASIAN VENTURE CAPITAL AND PRIVATE EQUITY SOURCE BOOK. Hong Kong: Asian Venture Capital Journal Ltd.www.asianfn.com/vcguide

GUIDE TO THE WORLD’S LEADING PRIVATE EQUITY LAWYERS. London: Euromoney Publications.

PRATT’S GUIDE TO PRIVATE EQUITY SOURCES. New York: Thomson Venture Economics.

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DIRECTORIES (cont’d)

WARD’S BUSINESS DIRECTORY OF U.S. PRIVATE AND PUBLIC COMPANIES. Detroit: Thomson/Gale. 8v.

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NEW YORK

LOS ANGELES

PALO ALTO

WASHINGTON, D.C.

BEIJING

HONG KONG

LONDON

TOKYO