Provident Group Firm Overview May 2009 (Case Studies)

Bringing Investment Opportunities Into FocusBringing Investment Opportunities Into Focus

May 2009May 2009

PROVIDENT GROUP

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► Provident Group differentiates itself by focusing on privately placed and frequently cross-border transactions. Provident focuses on serving middle market clients that require highly customized solutions. Structuring and placing these types of transactions requires specific skills, a successful track record, local knowledge, and deep relationships with the relevant institutional investor community..

► Provident Group has a highly articulated global network of relationships with institutional investors with which it places its transaction flow, consisting primarily of large macro and emerging market hedge funds, private equity funds, pension funds and insurance companies.

► Provident Group’s most valuable asset is its professional team, drawn from top buy and sell side Wall Street firms including Lehman Brothers, Salomon Brothers, Bear Stearns, JP Morgan and Deutsche Bank Capital Partners.

Provident Group is a boutique investment banking and advisory firm founded in 1998 by Wall Street veterans, dedicated to servicing the middle markets within the Americas and other select emerging markets through the structuring and private placement of client transactions.

PROVIDENT

GROUP

Capital Raising

DistributionAdvisory

Corporate Finance

Asset Management

Provident Group Overview

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► Structuring and placing privately negotiated capital:► Equity, quasi-equity, structured debt (including

mezzanine), as well as senior debt with institutional sources

► Secondary focus on Private Equity and Mergers & Acquisition Advisory

Provident’s corporate finance unit provides highly tailored solutions to its client base, operating in markets where matching the client to the right partner is time and business critical.

Client Base

► Established businesses with existing cash flows, or those that have assets/services which can be monetized through contracts with reliable counterparties

► Early stage capital when there is strong sponsorship backing the initiative

Services

Corporate Finance Services

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Provident’s corporate finance unit has sourced $3 billion in capital for a range of client needs.

Provident’s track record provides with direct access to institutional capital sources in the US and abroad, specializing in privately negotiated transactions in the middle markets. As a result our clients benefit from these investors' expertise and patience to execute these types of financings.

Expansion Capital

•Cross Border Expansion•Product Diversification•Market Growth

Turnaround/Recapitalizations due to:•Balance Sheet Restructuring (excess debt)•Operating Difficulties•Adverse Market Conditions

Acquisition Finance

Capital Raising Capabilities

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Provident is able to successfully match financial partners with clients because of its depth of sector knowledge. Provident clients range from Fortune 1000 listed companies to privately held family enterprises in a number of sectors:

Sector Coverage

• Natural Resources• Commodity Sector

• Energy

• Industrial• Transportation

• Services• Financial Services

Agribusiness - Row crop producers (soybean, cotton, other), permanent crops, forestry, beef/dairy operations

Alternative energy - Bio-fuels, thermal energy and wind power

Upstream Energy - Oil & Gas exploration and production, oilfield services, coal production

Transportation/Logistics -Maritime, aviation and ground based transportation, logistics service providers

Power - Generation, transmission and distribution

Specialized Manufacturing –Precision Machinery, Thermoplastics, building products

Financial Services - Banking, specialty financial services, consumer credit, trading platforms

Real Estate/Housing – Low cost residential housing developments and commercial real estate

Retail/Consumer- Retail and consumer products

Hospitality/Tourism – Hotel, leisure and tourism projects

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► Provident’s core mission is to structure and place privately negotiated capital throughout the capital spectrum including equity, quasi-equity, structured debt (including mezzanine), as well as senior debt with institutional sources.

► Provident is typically most successful for clients who have established businesses with existing cash flows, or those that have assets/services which can be monetized through contracts with reliable counterparties.

► Provident will selectively engage clients looking for early stage capital only when there is strong sponsorship backing the initiative.

► Provident has sourced capital for a range of client needs, including expansion capital, acquisition finance or for turnarounds/recapitalizations for companies which need to restructure their balance sheets stemming from the excess debt, operating difficulties or which have been impacted by adverse market conditions.

► A critical Provident advantage is its track record which provides it with direct access to institutional capital sources in the US, Europe and within Latin America which specialize in privately negotiated transactions in the middle markets. These firms are hallmarked by their high degree of expertise and patience to execute these types of financings.

Provident’s corporate finance unit’s value added is providing highly tailored solutions to its client base, typically operating under tight time constraints and difficult market conditions where matching the client to the right partner quickly is critical.

Corporate Finance and Advisory Services

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Launched on February 1st, 2004

Provident Group Asset Management’s flagship fund of hedge funds

Globally diversified portfolio of “best in class”fixed income hedge funds

Provident and it’s SEC-Registered Investment Advisor affiliate, Provident Group Asset Management, manage a portfolio of asset management products.

Asset Management

PROVIDENT

GROUP

Capital RaisingDistribution

Advisory

Corporate Finance

Asset Management

LMSDFThe Longship Multi-Strategy Debt Fund

Managed Accounts

Provident Group Asset Management manages a globally diversified portfolio of asset management products for our global client base in addition to the LMSDF

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Vice President, Investment Banking• Firefly Capital (3 yrs) – Vice President, Investment Banking for

Boston based institutional brokerage/ investment banking firm. Established investment banking practice focused on advising middle market issuers in cross border transactions between N. Asia and the Americas

• Bear Stearns & Co. (Boston) (2 yrs) – Associate, focused on middle market fixed income distribution and fixed income instruments: municipal bonds, auction rate securities, CDOs, ABS, MBSs.

• Accenture – Analyst, High Tech/ Communication Unit & BKL in M&A team

• Brandeis University, M.A. in Economics & Int'l Finance Korea University, B.A. in Business Administration

Managing Partner of Asset Management

• 10-year experience in alternative investment management.

• Former member of Investment Management Committee at PAAMCO, a $7.5 billion fund of hedge funds; responsible for directional hedge fund strategies, portfolio allocation and guiding strategic initiatives.

• Vice President, JPMorgan Capital & Lab Morgan, investing in multiple sectors, including private equity and the hedge funds space.

• Harvard Law School (J.D.); Harvard’s Kennedy School of Government (M.P.A.); University of Michigan Business School (B.B.A.).

Partner and Chief Operating Officer

• 18-year veteran of Lehman Brothers.

• Leadership of key businesses such as Fixed Income Sales and Research, and Global CM Recruiting.

• Member Fixed Income Operating Committee.

• Founder and CEO of Treeba, Inc, proprietary cutting edge recruiting software.

• Previously at Wells, Rich, Greene Inc.; BBDO Inc.

• Boston College (B.S.).

Matthew YoonPhone: +1 212-742-1158Email: [email protected]

Brian P. MathisPhone: +1 212-742-9177 Email: [email protected]

James B. RoperPhone: +1 212-742-9176Email: [email protected]

Partner and Chief Financial Officer

• 12-year Wall Street experience alternative asset management, corporate finance/advisory, capital markets and transaction structuring

• Principal in Deutsche Bank Capital Partners’ Latin American Private Equity Fund (2000)

• Managed control and minority Investments for companies in South America, Mexico and the Caribbean for Deutsche Bank Capital Partners’ Private Equity Portfolio

• Former Investment Banker in Salomon Smith Barney's Latin American Investment Banking and Global Power Groups

• Former Corporate Attorney in Brown & Wood LLP’s Global Project Finance and Latin American Securities teams

• Columbia Law School (J.D.), Yale University (B.A.)

• Fluent in Spanish, Greek, and Portuguese

Partner and Co-Founder-Origination and Execution

• 10 year veteran of Salomon Brothers Inc.

• Vice President-Business Unit Manager for U.S./Latin American Equities

• Co-Chaired Latin American Working Committee and served on Latin American Operating Committee

• 1996-1997 based in Buenos Aires, responsible for oversight of Salomon’s Joint Ventures in the Southern Cone (MBA: Argentina, Celfin: Chile, Patrimonio: Brazil)

• BA Brown University; attended Universität Rostock

• Fluent in German

CEO and Co-founder

• 24 year veteran of Wall Street: corporate finance/advisory, asset management and fixed income: trading, sales, research and capital markets.

• Managing Director, Lehman Brothers, 14-year veteran:

• Head of Sales (Institutional Sales Group) and FI product (Private Client Services),

• Business Head Emerging Markets Fixed Income and Derivatives,

• Head of non-agency mortgage trading – CMO, Derivatives, pass-through and he mortgage conduit business

• Harvard’s Kennedy School of Government (M.P.P); University of Maryland (B.A.).

Pavlos Mavrides MatosPhone: +1 212-742-1851 Email: [email protected]

Mark BishopPhone: +1 212-742-1871Email: [email protected]

Steven J. CarlsonPhone: +1 212-742-1852Email: [email protected]

Selected Biographies

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Selected Biographies

Vice President, Controller

• Responsible for finance & controls, hedge fund administration, investor relations and accounting

• 4 years experience in alternative asset management

• B.A. in Mathematical Economics from Colgate University

Steven W. PlotyciaPhone: +1 212-742-1804Email: [email protected]

Investment Banking Execution

• Former broker of emerging markets fixed income both sovereign and corporate debt with Tradition Asiel and TullettPrebon.

• 3 years experience in Media industry as a media planner developing advertising campaigns for clients such as Citibank Private Banking, Novartis, and HIP of New York among others.

• Esade Business School (M.B.A.);

Denison University (B.A.).

• Basic Spanish

Managing Director, Head of Risk Management

• Formerly VP of Investment Management at Ivy Asset Management, a $14 billion fund of hedge funds, where his responsibilities included risk analysis & monitoring, fund risk policy and implementation, hedge fund research, due diligence and portfolio management

• Former SVP in Lyra Capital LLC, a $1.9 Billion Fund of Funds, where he co-managed hedge fund risk research and due diligence and set up and managed a firm-wide VaR analysis and stress testing process.

• Former Consultant in CDO Group/Structured Finance Department, at Bank of New York, responsible for deal indenture research, risk analysis and reporting, model implementation and portfolio credit risk monitoring of A $2.4 billions CDO portfolio.

• Ph.D in Science of Engineering, Columbia University, M.S. in Science of Engineering, Northeastern University, China, B.S. in Science of Engineering, Jiangxi University of Science and Technology, China.

Asset Management Due Diligence and Product Development

• More than 11 years experience in global financial services.

• 5-year veteran in alternative asset management.

• UBS (3 yrs) - Investment Banking primarily financial services in Southern Europe; Equity Capital Markets, pan-Europe

• J.P. Morgan Chase (6 yrs) - Investment Banking, Financial Institutions Group / JP Morgan Capital / JP Morgan Private Bank. Identified, evaluated and structured private equity investments and managed ongoing portfolio of companies and member of the Board of Directors Advisors.

• The Wharton School, University of Pennsylvania (M.B.A); Harvard University (B.A.).

• Fluent in Spanish

Andrew ReynoldsPhone: +1 646-723-7626Email: [email protected]

William LiuPhone: +1 212-742-9388Email: [email protected]

Caroline LovelacePhone: +1 212-742-9192 Email: [email protected]

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Selected Transactions – Emerging Markets

Argentina /Brazil 2007/ 2006

LogisticsSenior Debt Financing

US$ 37,200,000Private Equity/Mezzanine Financing

US$ 10,000,000________

Exclusive Financial Advisor


LogisticsAsset Purchase US$ 24,000,000

________Exclusive Financial Advisor

Argentina /United States 2008

Non Performing LoansCapital Raising

US$ 90,000,000

____________

Sole Lead Manager

South Korea 2008

Jin Young Precision Machine Co., LTD

Precision Manufacturer

Equity / Mezzanine FinancingUS$ 11,000,000

______Exclusive Financial Advisor

Brazil 2009

Brazilian Farm Operator

Asset DivestitureR$ 26,000,000


Brazil 2009

Low-Income Housing Developer

Capital RaisingUS$ 30,000,000


Brazil 2008/ 2007

AgribusinessTerm Debt FacilityUS$ 10,000,000

Private Equity FinancingUS$ 50,000,000Equity FinancingUS $1,000,000

__________________________

Exclusive Financial Advisors

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Selected Transactions – Emerging Markets

Brazil 2004

Agribusiness

Secured Pre-Export Finance FacilityUS$ 65,000,000

_________Joint Arrangers

Brazil 2005

Agribusiness

Membership Units (Private Equity)US$ 32,000,000

_________Exclusive Financial Advisor

Ecuador 2004

Private Equity PlacementUS$ 21,000,000


Costa Rica 2002

PVC Pipe ManufacturerConvertible Preferred Shares

US$20,000,000IPO – Common Shares

US$ 11,000,000Commercial Paper

US$ 6,000,000____________

Sole Lead Manager

Central America 2002

Commercial Banking

Secondary ListingUS$ 200,000,000 Common Shares

@ US$2 per share____________________________


Brazil 2006

Agribusiness

US$ 30,000,000Secured Pre-Export Facility

_________Placement Agent

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United States 2008

Agora-X, LLCCommodity Trading PlatformDevelopment Capital Raise

US$ 7,500,000______


Selected Transactions – U.S. and Canada

United States 2004

PVC Pipe Technology & Service Provider

Common A SharesUS$ 19,000,000

Series A Convertible Preferred SharesUS$ 5,000,000

Bridge FinancingUS$ 1,095,000

Merchant Banker

United States 2007

Turbine Energy Solutions

Energy Equipment Parts Distribution

Private EquityUS$ 5,000,000

Senior Secured DebtUS$ 75,000,000


United States 2006

Vada Energy LLC

Exploration& Production Company

Private Equity FinancingUS$ 35,000,000


United States 2004 / 2003

Special Purpose Finance Company

M&A Advisory – Sell SideUS$ 6,000,000

Equity Financing US$ 4,000,000


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Australia 2009

Australian Agribusiness

Restructuring & Capital RaisingA$ 300,000,000


CUBBIE GROUP

Current Pipeline (In Progress)

Brazil 2009

Iowa Participacoes, S.A.

Brazilian Cotton Farming Platform

Equity FinancingUS$ 50,000,000


Peru 2009

International ConsolidatedMinerals

Polymetallic Peruvian MineSenior Secured Debt

US$ 65,000,000________


Guyana 2009

Simon & Shock Int’l, LLC

Hardwood Lumber Company

Capital RaisingUS$ 45,000,000


SSI

Brazil 2009

Multiner S.A. Power Generation

Project Level Financing


Brazil 2009

Canadian Graphite Mine

Capital Raising / Asset Sale______


United States 2009

US Coal Producers

Capital Raising / Asset Sale______


United States 2009

Repo Client Financing BDDebt RefinancingUS$ 90,000,000


Brazil 2009

Brazilian Real Estate Developer

Project Financing


Panama 2009

International Renewable EnergyProvider

Private Equity Fund Capital Raise


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Case Study – Private Equity

Brazil Iowa Farms► Business: Integrated large scale agribusiness company headquartered in the

US that owned/operated 22,550 acres of producing farmland and a cotton gin in the Brazilian state of Bahia

► Company’s need: The Company was in its second year crop year and critically needed capital to finance crop inputs. Longer term, the Company also needed equity capital to scale its operations by acquiring new land to create a business which could be exited via a strategic sale or local public issuance.

► Challenges Involved:

Pre-cash flow positive, thinly capitalized balance sheet

Depressed commodity prices for cotton, lack of quality off-takers with good credit profiles

Lack of a recognized strategic and technical partner

► Provident Solutions:

Refinanced existing debt with a $10MM 5 year debt facility structured to defer principal amortization

Raised $1MM of equity from a strategic off-taker/advisor which included a multi-year agreement that intermediated off-taking risk for both local and international off-takers for cotton

Provided expansion capital raising $50MM of private equity (2.5x oversubscribed)

Brazil 2008/ 2007

AgribusinessTerm Debt FacilityUS$ 10,000,000

Private Equity FinancingUS$ 50,000,000Equity FinancingUS $1,000,000

__________________________


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Case Study-Balance Sheet Restructuring/Expansion Financing


LogisticsSenior Debt Financing

US$ 37,200,000Private Equity/Mezzanine Financing

US$ 10,000,000________


Fluviomar International Limited► Business: 2nd largest barge transportation company (30% market share) on the

Hidrovia, Latin America’s primary North-South inland river complex

► Company’s need: Restructure Balance Sheet, replacing expensive short term debt with longer term structured debt facility, expansion capital required to grow fleet and exploit rising commodity price environment

► Challenges Involved: Complex ownership and capital structure, multiple legal jurisdictionsHighly over-leveraged Balance SheetHigh cost bridge debt and sellers notes created drag on cash flows

► Provident Solutions:Replaced high cost bridge and term financing with Senior Secured Bullet Amortizing facility, freeing up cash flowFinanced acquisition of major asset purchase enabling company to increase cash flow and accommodate larger bridge financingOngoing engagement to restructure entire balance sheet and source equity capital to de-leverage the balance sheet , as well as provide expansion financing to grow barge fleet


Logistics1. Asset Purchase

US$24,000,000

2. Strategic Investment US$ 10,000,000

____Exclusive Financial Advisor

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Contact Information

654 Madison Avenue, Suite 1009New York, NY 10065

Tel: (212) 742.4900 ● Fax: (212) 742.1890www.provident-group.com

PROVIDENT GROUP

Disclaimer

This document is for informational purposes only and is not intended as an offer to sell or a solicitation with respect to the purchase or sale of any security. This document has been made available through Provident International Securities, Inc. a FINRA registered broker-dealer and wholly owned subsidiary of Provident Group Limited. This document does not take into account the investment objectives, financial situation or particular needs of any particular person. Although the information in this document is based on information obtained from sources Provident Group believes to be reliable, Provident Group does not guarantee the accuracy of the information and it may be incomplete or condensed. Any unauthorized use, duplication or disclosure is prohibited by law and will result in prosecution. © Provident Group Limited, 2008.

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Provident Group Firm Overview May 2009 (Case Studies)