1. PRIVATE EQUITY RESEARCH IN THE LAW FIRM June 6, 2007

2. 1 097777-0130-05566-NY02.2596628.1 5/30/2007 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

3. 2 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES What this presentation is not: A primer on private equity For background on the business of private equity, consider Clifford Perrys presentation, Private Equity Research: Tools of the Trade Overview of Firms, Funds, Flow of funds, Deal process, types of financing and global markets

4. 3 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES What this presentation covers: Reference requests and sources of information for finding answers Online sources News sources Blogs Dictionaries Treatises Directories

5. 4 097777-0130-05566-NY02.2596628.1 5/30/2007 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

6. 5 097777-0130-05566-NY02.2596628.1 5/30/2007 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

7. 6 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Bloomberg

8. 7 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Bloomberg You can access increasing levels of detail. Select from the More Deal Information Drop Down to get Deal Advisers.

9. 8 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Bloomberg 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

10. 9 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Bloomberg A good place to start when you are given partial information. With the Harrahs 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 Harrahs name.

11. 10 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Bloomberg

12. 11 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Bloomberg Harrahs Consortium Details

13. 12 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES GSIonline/Livedgar List of REITs (Real Estate Investment Trusts) acquired by private equity firms.

14. 13 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES GSIonline/Livedgar List of REITs (Real Estate Investment Trusts) acquired by private equity firms.

15. 14 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES GSIonline/Livedgar List (using SIC code 2731 to search on) of Book Publishers acquired by private equity firms.

16. 15 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES MergerMetrics by Factset What are the reverse back-up fees in Private Equity deals announced so far this year, 2007?

17. 16 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES MergerMetrics by Factset What does the Go-Shop provision text look like for deals done in 2007?

18. 17 097777-0130-05566-NY02.2596628.1 5/30/2007 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.

19. 18 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Thomson One Banker Building the report

20. 19 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Thomson One Banker The final report can be converted to Excel and emailed.

21. 20 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Thomson One Banker The Private Equity section in Banker gives detailed Profiles of companies receiving private equity funds.

22. 21 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Thomson One Banker Alternatively, generate a list of companies that meet certain criteria using an advanced query and then select and review the profiles for these.

23. 22 097777-0130-05566-NY02.2596628.1 5/30/2007 ONLINE SOURCES Thomson One Banker Generate a report of profiles for all or selected companies.

24. 23 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES Requests for News About Private Equity What is organized labors 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 Carlyles fee hike.

25. 24 097777-0130-05566-NY02.2596628.1 5/30/2007 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 www.iinews.com Weekly fund news and personnel changes with daily email updates. THE ASIAN VENTURE CAPITAL JOURNAL (AVCJ Group Ltd.) www.asianfn.com 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.

26. 25 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) BUYOUTS (Thomson Financial) www.buyoutsnews.com 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 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.COM www.thedeal.com www.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.

27. 26 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) 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 Hamiltons 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.

28. 27 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) HEDGE FUND DAILY (Euromoney Institutional Investor) www.dailyii.com 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 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 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.

29. 28 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) JOURNAL OF PRIVATE EQUITY (Institutional Investor) www.iijournals.com/jpe 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 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 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.

30. 29 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) THE M&A JOURNAL www.themandajournal.com 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 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 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.

31. 30 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) 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.

32. 31 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) 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.

33. 32 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) 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.

34. 33 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) 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.

35. 34 097777-0130-05566-NY02.2596628.1 5/30/2007 NEWSLETTER SOURCES (contd) 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 Financials 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 countrys leading journal reporting financial news. Alerts and archival search functionality add a great deal of value.

36. 35 097777-0130-05566-NY02.2596628.1 5/30/2007 DICTIONARIES CalPERS Web Site http://www.calpers.ca.gov/index.jsp?bc=/investments /assets/equities/aim/pe-glossary.xm. http://www.calpers.ca.gov/index.jsp?bc=/investments 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. 7 TH ed. Hauppauge, NY: Barrons Educational Series, Inc., 2006. INVESTOPEDIA http://www.investopedia.com/terms/p/privateequity.asp http://www.investopedia.com/terms/p/privateequity.asp MERGERMETRICS ?Help http://www.mergermetrics.com THOMSON ONE BANKER Help? http://banker.thomsonib.com http://banker.thomsonib.com Within Help? open Private Equity Mode from the left side menu, then select Glossary.

37. 36 097777-0130-05566-NY02.2596628.1 5/30/2007 BLOGS THE NEW YORK TIMES www.dealbook.blogs.nytimes.com 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 JOURNAL blogs.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 HAMILTONS WORLD OF SECURITIES REGULATION: Commentary and musings on the complex, fascinating and peculiar world that is securities regulation jimhamiltonblog.blogspot.com Timely and clear commentary on regulatory and legislative events.

38. 37 097777-0130-05566-NY02.2596628.1 5/30/2007 Treatises Corporate Finance And The Securities Laws, By Charles J. Johnson and Joseph McLaughlin, Jr. 4 th 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.

39. 38 097777-0130-05566-NY02.2596628.1 5/30/2007 Treatises (contd) PRIVATE EQUITY PARTNERSHIP TERMS AND CONDITIONS, edited by Sree Vidya Bhaktavatsalam. 5 th 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.

40. 39 097777-0130-05566-NY02.2596628.1 5/30/2007 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. GALANTES VENTURE CAPITAL AND PRIVATE EQUITY DIRECTORY. Wellesley, MA: Alternative Investor.

41. 40 097777-0130-05566-NY02.2596628.1 5/30/2007 DIRECTORIES (contd) 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 WORLDS LEADING PRIVATE EQUITY LAWYERS. London: Euromoney Publications. PRATTS GUIDE TO PRIVATE EQUITY SOURCES. New York: Thomson Venture Economics.

42. 41 097777-0130-05566-NY02.2596628.1 5/30/2007 DIRECTORIES (contd) WARDS BUSINESS DIRECTORY OF U.S. PRIVATE AND PUBLIC COMPANIES. Detroit: Thomson/Gale. 8v.

43. 42 097777-0130-05566-NY02.2596628.1 5/30/2007 NEW YORK LOS ANGELES PALO ALTO WASHINGTON, D.C. BEIJING HONG KONG LONDON TOKYO