JEFFREY C. SMITH

**** ******* ***** ** *****: 770-***-****

Atlanta, GA 30327 Email: acucyj@r.postjobfree.com GENERAL COUNSEL

Structuring, negotiating and implementing global business transactions and operations Legal and business leader with expertise directing domestic and global business operations including corporate and government contracts, public / private M&A initiatives, securities offerings, and corporate governance issues. Leverage innovation, critical and creative thinking competencies to facilitate the successful structuring and implementation of complex business initiatives. Conduct strategic planning in collaboration with other corporate leadership to facilitate business growth and development. Generate consensus for the adoption of new ideas. Foster productive relationships with internal and external stakeholders to fuel the attainment of short- and long-term goals. AREAS OF EXPERTISE

Contracts – Corporate Governance – M&A Transactions – Securities – Litigation Management Intellectual Property – Employment Law – Labor Relations – Regulatory Compliance Global Business Initiatives - Analytical Problem Solving KEY ACCOMPLISHMENTS

IPO Management – Led all legal efforts in support of a $700 million IPO from initial filing through final pricing, successfully meeting a stringent 4-month deadline for Worldspan Technologies.

Strategic Negotiations – Negotiated an innovative contract in which services were exchanged for equity in another public company and added $1 billion+ to the market value of IXC Communications.

Litigation Oversight – Recovered $30 million+ in cash in less than 2 years for Worldspan Technologies through the proactive management of the litigation portfolio. Directed the management of accounts receivable.

Financial Restructuring – Spearheaded the legal aspects of a financial restructuring under threat of financial default for Cincinnati Bell. Successfully retired $300 million in debt and added $1.2 billion to market value.

Cost Savings – Implemented a comprehensive benefits program that saved $2 million+ for Cincinnati Bell while simultaneously expanding product offerings and coverage. PROFESSIONAL EXPERIENCE

ACTIONCOACH ATLANTA, Atlanta, GA 2008-Present

Part of the World’s number 1 business coaching company, with a domestic and international network of business and executive coaches, implementing coaching systems and training and development programs designed to maximize business potential and strategically position businesses for growth. General Counsel & Chief Administrative Officer

Lead all legal, Human Resources and Administrative functions for the firm and provided strategic and tactical business and executive coaching in sales, marketing, systems, business development, recruitment, team building and customer service.

WORLDSPAN TECHNOLOGIES, INC., Atlanta, GA 2004-2007 A global provider of transaction processing and information technology services operating in 2 business segments: electronic travel distribution and information technology services, generating $1 billion in annual revenues. General Counsel, Secretary and SVP Human Resources Led legal, corporate secretary, HR, marketing, and communications functions with a team of 50+ professionals. Directed corporate governance activities for the Board of Directors, audit, and HR committees including SOX and SEC compliance.

Led legal functions supporting a $700 million IPO in 2004, from the initial filing phase through final pricing.

Successfully executed a 2005 $790 million recapitalization that included redemption of outstanding senior notes and preferred stock, and the issuance of new public debt.

Negotiated and closed a 2006 $1.2 billion issuance of bank debt facilitating a significant dividend to shareholders.

Recovered more than $30 million in cash and significantly reduced the litigation portfolio in less than 2 years. JEFFREY C. SMITH, Page 2

Phone: 770-***-**** / Email: acucyj@r.postjobfree.com WORLDSPAN TECHNOLOGIES, INC. – CONTINUED

Achieved a three-fold ROI for shareholders by spearheading legal and due diligence efforts during the $1.4 billion sale of the company in 2007. Led the regulatory approval process, including a second request by the Department of Justice and a Phase II review in the European Union.

Designed and implemented new corporate governance and SOX compliance programs for a global workforce. CINCINNATI BELL, INC., Austin, TX and Cincinnati, OH 1997-2003 Cincinnati Bell, Inc. (formerly Broadwing Inc. / IXC Communications Inc.) operated in three business segments: local and long distance, wireless and data solutions, generating $2.4 billion in annual revenues in the U.S., Mexico, and Europe. General Counsel and Corporate Secretary, Chief Human Resources Officer (‘01-‘03); Chief Legal and Administrative Officer (‘99-‘01); SVP, General Counsel and Secretary (‘97-‘98); VP, General Counsel and Secretary (‘97)

Led all legal, regulatory, labor relations, administration, and HR functions for this 5,000+ employee NYSE listed company. Restructured ownership and capitalization stabilizing corporate finances, and driving growth and P&L success.

Closed 10+ M&A and joint venture transactions, including the $3 billion international acquisition of IXC Communications, 7 public market debt / equity financings, and 4 bank financings.

Led the legal aspects of the company’s multi-faceted financial restructuring. Programs included negotiating and closing a $1.8 billion credit facility, $500 million of bonds, $350 million of mezzanine financing, a $500 million high-yield issue, exchanging $450 million of subsidiary notes and stock into parent stock, and the sale of broadband assets.

Designed and implemented sales, compensation, stock option, retention, succession planning, and management training / development programs focused on attracting and retaining quality talent. THE TIMES MIRROR COMPANY, Los Angeles, CA and Baltimore, MD 1985-1996 Diversified $3.5 billion media company operating a variety of newspapers, magazines, network television stations, cable television systems, and other business holdings, with its signature properties being Los Angeles Times, The Baltimore Sun, and Newsday.

VP Planning and Development (‘94– ‘96); Associate General Counsel and Assistant Secretary (‘91-‘94); General Counsel - The Baltimore Sun Company (’88-’93) and Senior Staff Counsel (’85-’88) Established a regional legal office supporting numerous companies in the newspaper, television, cable, and magazine businesses and the government affairs office in Washington D.C. Accountable for contracts, labor relations, M&A, antitrust, litigation, distribution agreements, Intellectual Property and editorial review. Saved $3 million annually by integrating 4 domestic and 3 international professional training companies to leverage operations. Centralized back office functions, installed new financial systems, and maximized efficiencies in the technology infrastructure.

Member of executive committee and steering committee leading the acquisition, design, construction, and start- up of a new $400 million, 60-acre production plant and office complex.

Negotiated and closed 100+ domestic and international mergers, acquisitions, and divestitures.

Defeated an attempt to unionize workforce, and managed 3 reductions-in-force programs. Early Career:

The Law Firm of Hyde and Drath – Associate Attorney Gibbons, Stoddard, and Lepper – Associate Attorney EDUCATION AND ADMISSIONS

Master of Business Administration, Pepperdine University, Malibu, CA Juris Doctor, UNIVERSITY OF CALIFORNIA, HASTINGS COLLEGE OF THE LAW, San Francisco, CA Bachelor of Science in Business Administration, Lewis & Clark College, Portland OR BAR ADMISSIONS: Active member of the State Bar of California

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