Director or Managing Director, VP or SVP, Associate

W. Dean Waters

*** ******** ***** ***** **, Suite 1207 Atlanta, GA 30309 (404) 668-

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

PROFILE: MANAGING DIRECTOR - LOANS & CAPITAL MARKETS

15+ years in finance syndications, private equity, and venture capital,

closing near impossible transactions with innovative financial structures.

Investment Banking and Structured Finance Executive, excelling in capital

markets, operations management, and marketing.

> Career includes highly visible financial leadership roles at Bank of

America/NationsBanc and GMAC Commercial Finance as well as several

smaller boutique firms.

> Recognized for consistently exceeding revenue generation goals.

> Led seven managers that produced $2B of incremental sales in one year.

> Personally generated $11M+ in fees in one year, more than 5 times next

ranked producer.

> Recruited to direct syndications for Bank of America post-acquisition,

securing $5M in fee income, seven new investors, and 11 different

investor accounts in six months, without prior experience.

> Noted for structuring the two largest $1B+ Qualified Technology

Equipment (QTE) financial deals.

> Structured, closed and syndicated over 12 $100 million+ transactions

in 1 year, generating +$25M in interest income and +$8M in fee income.

> Completed 5 community bank capital raises between 2007 to 2010 raising

more than $20M in equity capital during the greatest US recession

since the Great Depression.

> Researched, structured and launched the first commercial paper funded

synthetic lease, the first floating-rate leverage lease and the first

synthetically structured AAA rated cash flow swap equity defeasance.

> Successfully managed and communicated with employees and executives

ranging from hourly employees to senior executives of multi-national

corporations and financial institutions.

> Hold FINRA registrations 62, 63, and 79

Achieved specialization in:

Underwriting / Risk Management Due Diligence / Business

Development

Accounting & Tax / P&Ls Investor Relations / Client

Relations

Pricing & Debt Structures Financial Modeling

Compliance / Documentation Operations & Team Development

Professional Experience

FiveFold Capital Corp. Atlanta, GA 10/2009-12/2012

Managing Director

Boutique investment bank providing capital raising and advisory services to

community banks with <$500M in assets.

Identified business development opportunities and performed due diligence,

loan reviews, risk assessments, valuations, pricing, and structures.

Investigated market and liquidity risks and security regulations to examine

client banks, calculate overall liquidity, and determine capital

requirements.

. Successfully originated seven new clients in the first 12 months of

operation, leveraging marketing, sales, client relationship development,

and negotiation abilities; presented merits and risks to investors.

. Structured four capital campaigns and advised on the acquisition of two

banks; properly discerned financial strengths, avoiding investments in

failed banks and bank holding companies.

Commerce Street Capital Corp. Duluth, GA & Dallas, TX 9/2008-10/2009

Senior Vice President

Investment banking firm serving financial institutions and middle-market

companies.

Accountable to manage all facets of a capital offering including partnering

with management team to develop marketing and sales plans, creating an

investment thesis, and presenting to qualified potential investors.

. Noted for raising $4M for one of only two successful community bank

capital offerings made in the entire state.

. Closed the last de nova community bank offering in North Carolina,

raising $11M.

Poseidon Capital Investments LLC Atlanta, GA 6/2004-8/2008

Managing Partner

Provider of proprietary stock index trading strategy.

Developed and refined stock index trading strategy for tax efficient

trading structures using e-mini NQ 100 futures contracts. Assessed risk,

evaluated macro-economic terms, and completed trades. Managed daily

operations.

. Achieved annual returns of 50% for four consecutive years.

Global Capital Finance Charlotte, NC & New York, NY 3/2003-6/2004

Director - US Equity Syndications

Structured finance advisory firm solely focused on providing advisory

services to issuers.

Recruited to manage new QTE leveraged lease financing for issuers and

investors. Led deal teams with seven associates, building investor

relationships, conveying market prices, and securing mandates. Negotiated

and closed transactions for $500M+. Supervised institutions under proposed

tax law changes with potentially adversarial circumstances.

. Introduced and formed the industry's first dual advisory team, closing a

$500M deal generating $4M in fees.

. Organized $200M in equipment lease financing for the city of Hamburg,

Germany.

GMAC Commercial Finance, LLC Atlanta, GA & Detroit, MI 3/2001-3/2003

Senior Vice President - Director of Capital Markets

Leading financial services firm.

Recruited to support credit, risk assessment, documentation, and internal

advisory for an equipment financing start-up. Applied finance leasing, off

balance sheet loans, and straight debt financing. Directed a team of up to

25, approving all proposals and pricing and managing legal and accounting

relations.

. Delivered +200% of goal and quickly built a $200M asset origination

portfolio in 18 months.

. Produced a record high of $3M in advisory fees.

. Restructured the financial services organization, analyzing business

strategy, market trends, staff, and new bid opportunities in an eight-

month period.

. Empowered a team of 25 loan originators and credit staff, integrating

market goals, one-on-one coaching, and process improvements into

policies.

NationsBanc & Bank of America Charlotte, NC & Atlanta, GA 6/1995-6/2000

Managing Director - Leveraged Lease Equity Syndications / QTE Lease

Syndications

Leading financial institution.

Joined NationsBanc and kept on after acquisition with Bank of America.

Earned fast-track promotions leading to being youngest Managing Director in

entire Division.

. Noted for generating record fees every year. Drove personal annualized

fee income from $1M to $10M in 4 years.

. Researched, structured and launched the first commercial paper funded

synthetic lease, the first floating-rate leverage lease and the first

synthetically structured AAA rated cash flow swap equity defeasance.

Developed a strategic alliance to fund international and mid to long-term

investments; created 11 sourcing partners, winning 12 bids that generated

$2B+ in 12 months; earned the MVP Award.

. Responded to the Societe of Francaise du Radiotelophone RFP, closing a

$1B deal with $5M in fees. (the largest mobile telephony QTE deal to-

date).

. Evaluated the QTE marketing organization post merger, evaluating staff

turnover and previous bid submissions to secure $300M in new financing to

produce $2M in fees in two months.

. Used a financial derivatives methodology to structure rates using swaps

to improve NPV on $75M in financing by 50%, while increasing fees by $2M,

a record for this segment.

Education & Training

Master of Business Administration, Wake Forest University, Winston-Salem,

NC . High Honors

Bachelor of Science in Economics, East Carolina University, Greenville, NC

Professional Development:

Bank & Thrift Valuation, SNL Center for Financial Education, New York, NY,

2009

Financial Modeling & Valuation Training, Investment Banking Institute,

Atlanta, GA, 2009

European Business Studies Program, Oxford University - England

Affiliations:

Board Member, Vystar Corporation &

Alumni Council, Wake Forest Graduate School of Business (past) . Member,

Equipment Leasing Association (ELA) (past)

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