Management Manager

**** **** ****** #**** ****** K. Sood

Cell: 415-***-****

San Francisco, CA 94115

**********@*****.***

Professio DEUTSCHE BANK SECURITIES, TECHNOLOGY GROUP, San Francisco, CA May 2007

nal - October 2009

Experienc ASSOCIATE, INVESTMENT BANKING

e: Involved in execution of all facets of strategic and corporate finance

advisory assignments, including sell/buy-side engagements, leveraged

buyouts, private placements, debt, equity and equity-linked financing

transactions

Modeled and supervised the accuracy of complex transaction and valuation

financial analyses on public and private companies through comparable

company, accretion/dilution, leveraged buyout, capital structure and DCF

analyses

Supported transaction processes by preparing key transaction materials

including offering memoranda and management roadshow presentations,

liaising investor meetings, and reviewing all key deal documents

(registration documents, NDAs, term sheets, definitive agreements)

Led business and financial diligence to identify key transaction hurdles

and develop risk-adjusted business cases

Experience across the solar, semiconductor, communication, software and

equipment sectors. Mandates include:

Confidential buy-side hostile takeover of Semiconductor company, $1,250M,

withdrawn

Confidential Merger of Equals between EMS peers, $2,500M, ongoing

Confidential Sellside of Optical component manufacturer, $750M, ongoing

Chinese Polysilicon Manufacturer IPO, Confidential F-1 Filed, ~$150M

(Bookrunner)

STEC, 100% Secondary Equity Follow-On Offering, $279M (Bookrunner)

Yingli Green Energy, Equity Follow-On Offering, $278M (Bookrunner)

Micron Technology, Concurrent $230M Convertible and $275M Equity Follow-On

Offering (Lead Manager)

Fairchild Semiconductor Term Loan, $100M; Subsequent Term Loan Amendment

and $70M buyback

Sanmina-SCI Asset-Backed Revolving Credit Facility, $150M (Joint Manager

and Arranger)

Fabrinet IPO, $250M, pending (Bookrunner)

Solar Semiconductor, $100M, pending (Sole Placement Agent)

AMI Semiconductor Convertible, $200M, withdrawn (Bookrunner)

JEFFERIES & CO., BROADVIEW TECHNOLOGY GROUP, San Francisco, CA June

2004 - April 2007

SENIOR ANALYST, INVESTMENT BANKING

Consistently achieved top decile ranking across the firm during mid-year

and annual performance reviews

Led evaluation of transactions through fairness opinion committee reviews;

one of three selected firmwide

Designed and presented complex valuation, merger, leveraged buyout and

capital structure analyses

Junior point of contact in several engagements, cooperating directly with

client management

Transaction experience across semiconductors, software, optical and

security sectors. Assignments include:

Picolight sale to JDS Uniphase, $125M

Protect Data AB sale to Check Point Software Technologies, $625M

WiderThan sale to RealNetworks, $363M

Analog Devices' Broadband Business Unit divestiture to Ikanos

Communications, $30M

TransDimension private-to-private merger with Oxford Semiconductor, Conf.

ePrize management buyout, Conf.

Mellanox Technologies IPO (co-manager), $102M

Plumtree Software sale to BEA Systems, $205M

BroadVision sale to Vector Capital, $32M

GoRemote Internet Communications sale to iPASS, $78M

International Rectifier's divestiture of High Power Business Unit to Shah

Capital, $35M

International Rectifier's strategic investment in Nitronex, $5M

PCHLI MORTAGE BANKERS, Irvine, CA

July 2003 - May 2004

MORTGAGE-BACKED SECURITIZATION ANALYST

Facilitated trading and securitization of non-agency whole loan mortgage

portfolios by modeling risk and pricing

Mortgage product development including that of the firm's Interest-Only,

Mortgage-Only and Alt-A programs

Conducted primary and secondary market research by interviewing investors,

traders, underwriters and other member of the MBS investment community to

evaluate risks and parameters of various mortgage programs

JPMORGAN CHASE & CO,, Los Angeles, CA

July 2002 - December 2002

EQUITY TRADER REPRESENTATIVE

Executed listed and OTC equities, treasuries and equity option trades for

best price execution

Reconciled portfolio and margin calculations, and addressed trade

settlement and regulatory discrepancies

Education UNIVERSITY OF CALIFORNIA, IRVINE

: June 2002

B.A. Economics and Business Management Minor

COLUMBIA BUSINESS SCHOOL August 2007

Certificate In Business Excellence - Executive Education Program

Series 7 and Series 63 Licensed

Personal: Novice player of the tabla (Indian drums)

Formerly state ranked in martial arts practice of Tae Kwon Do; avid tennis

and basketball player

Dual citizen of the United States and United Kingdom; Overseas Citizen of

India

1510 Eddy Street #PH3H Vikram K. Sood

Cell: 415-***-****

San Francisco, CA 94115

**********@*****.***

SUMMARY RESPONSIBLITIES WITHIN SELECTED MANDATED TRANSACTIONS

Client / Transaction Description and Responsibilities

Sector

Solar $125M Private Placement Offering - Sole Placement Agent

Semiconductor / Acted as key point of contact with the Company's management team

(CEO, CFO) and investors

Solar Drafted private placement offering memorandum and investor roadshow

presentation

Led financial and business diligence of Company to develop integrated

financial model with upside /downside scenarios and non-raise

financial plans

Responsible for bringing several indications of interest by potential

investors by presenting investment opportunity and highlights to

personal contacts throughout VC community

Traveled throughout the U.S., London and India with management team

to present opportunity to potential investors and address questions

regarding process / valuation

Liaised investor customer and financial diligence request

deliverables with Company management

Process status: On hold due to declining valuations in the Solar

sector

STEC / $279M Initial Public Offering -Bookrunner

Semiconductors Co-led transaction execution working in tandem with internal legal

and capital market teams, as well as Company management, underwriting

syndicate and underwriter's counsel

Responsible for leading drafting of management roadshow presentation

by working directly with management (CFO, VP Corporate Development,

VP IR)

Co-led drafting and review of transaction related documentation

including: S-1 registration document, Prospectus Supplement,

quarterly earnings release and transaction launch release

Accountable for financial and business diligence of Company,

including customer and supplier diligence calls, to identify key

transaction and underwriter risks

Process status: Successful positioning led to 20% upsized transaction

of $279M in August 2009

AMI $250M Convertible Bond Offering to Repurchase Sponsor Stake -

Semiconductor / Bookrunner

Led development of capital structure analyses and financing

Semiconductors alternatives presentation, including modeling impact of convertible

bond, block trade, equity follow-on and straight debt solutions

Responsible for addressing responses to RFP including questions

around recommended structure, terms, timeline and process for an

overnight or marketed convertible transaction

Drafted convertible offering prospectus, lock-up agreements and

purchase agreement for sponsor shares by working with Company

management / legal counsel and underwriters

Process status: Process pulled due to share price decline after

missed earnings

Protect Data AB $625M Sell-Side Transaction of Swedish Listed Public Company

/ Worked directly with CEO to draft offering "teaser" and management

Security presentation

Software Participated in financial and business diligence to develop Company

financial plan

Developed all combination models and valuation support analyses

Responsible for process / valuation update presentations for

management and Board

Traveled to Sweden for week long series of negotiation and process

meetings including liaising legal, customer and financial diligence

between all involved parties

Process status: Successful sale to Check Point Software Technologies

through tender process

Analog Devices $35M Divestiture of Broadband Business Unit

(Broadband Responsible for reviewing Stock Purchase Agreement and NDAs,

Unit) / including working directly with ADI's Treasurer and prospective

Semiconductors buyers to negotiate legal documents

Developed "stand-alone" and pro forma financials for strategic and

financial buyers

Drafted "teaser" and management presentations by working with

Business Unit GMs

Developed all combination model, valuation support and process update

presentations

Liaised investor meetings and diligence follow-ups requests between

the Client and potential buyers

Process status: Divested Broadband Unit to Ikanos Communications

through auction process

Picolight / $125M Sell-Side Transaction of Leading Private Optical Components

Optical Manufacturer

Components Developed "stand-alone" and pro forma synergy financial models for

strategic buyers

Drafted investor presentations by highlighting company scarcity value

within the optical value chain and financial outperformance versus

private and public peers

Developed all combination model and valuation support analyses and

process update presentations

Process status: Successful sale to JDS Uniphase through targeted sale

process

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