GRANT M. HUMPHRIES PRIVATE EQUITY & CORPORATE INVESTMENT BANKING

SELECTED TRANSACTIONS & DEAL EXECUTIONS

Transactions, Executions & Advisory Engagements Undertaken as Director of M&A for SBV, and as Managing Principal of own M&A Advisory Consultancy Firm

$20M Sale of P&C Insurance Agency to Regional Insurance Brokerage – 2014–Present –

• Exit of Family-owned Property & Casualty Insurance Broker to a growing out-of-state middle-market insurance brokerage, in a strategic buy to expand its footprint (2014).

• Executed at a base price exit multiple of 9.5x EBITDA (high-end of the market) with favorable 3 year earn-out

• Completed 2 other sell-side executions in the segment at similar exit multiples (2015, 2016). M&A Advisory & Referral Services for various Engagements – 2012–Present –

• Valuation & M&A Advisor engagements to provide prospective buy / sell-side valuation opinions, corporate referrals & search support, and independent third-party consulting & valuation services.

• Advisory engagements include strategic advisory of Post-M&A integration of $10M acquisition of power-generator manufacturing company for trucking industry by PEG Firm, referral sponsor services for management group for MBO of consumer retail business, and valuation and M&A advisory in total of $60M exit sales of Property & Casualty Insurance brokerages to regional middle-market competitors.

• Active in building deal flow pipeline and investor contact lists to best serve future client engagements.

$15M Mezzanine Investment in Entertainment VC / Startup by LP Group – 2014 –

• Underlying investment driven by the high likelihood to deliver 10x EBITDA to LP Investors upon Exit, allowing for additional returns linked to the value of future options to scale out the business operations of the initial Miami, FL venue.

• Spearheaded the Deal Sourcing, Origination & Execution efforts of the Firm’s LP Investors & Business Startup Efforts (end-to-end).

• Principal stakeholder directing all pre- & post- investment due diligence, financial analysis & modeling, creation of all investor pitch material & communications, project budgets & finances, LP / GP relationship management and roster selection, and venue procurement.

• Additionally, oversaw and managed the Post-M&A Integration & Startup Efforts of the venture in a CFO/COO capacity.

$30M Debt Raise for Growth Expansion of Consumer Lending Co. by NY PEG Fund – 2013 –

• With support of the executive management team of a portfolio company held in the firm’s portfolio holdings, led the origination & structure of debt financing necessary to continue the growth of the company’s consumer lending portfolio.

• Led the initial valuation & business analysis of the company’s prior financial position, solving for the new estimated capital requirements to meet the intended goal of operating another self-sufficient lending portfolio. Highly complex modeling and valuation techniques were undertaken to quantify & conclude the total capital requirements, to include cost-benefit scenarios, Monte Carlo simulations of DCFs & FCFs, Liquidity & Cap Ratio analysis, and other CF Waterfall models.

$40M LBO & Restructure of Orange Grove Production & Distribution Co. by LP Group – 2012 –

• Supported the firms’ efforts to increase its previous minority stake in the underlying Orange Grove operations to 100% interest & control, via Leveraged Buyout, by direct engagement of the remaining distressed investors, unsuccessful in previous attempts to exit bankruptcy. Business was family-owned & operated for 40+ years.

• Expediently analyzed the various financial / logistical problems inherent in the distress situation

• Provided the critical problem solving & strategic planning responsibilities needed to navigate the initial LBO of the distressed investor interests, while working with legal counsels to reconfigure and restructure the business and capital structure to best exit bankruptcy and regain profitability in the future.

• Supplied the financial modeling and analysis efforts for the issue; additionally, provided post-deal business support & consultation. OTHER NOTABLE ENGAGEMENTS

Listed engagements undertaken prior to SBV, specifically with the Corporate Finance and M&A Groups at Citi, and the executive board of the University of Kansas Endowment Fund

$2.0B Divestiture & Sale of OneMain Financial Group to Consumer Banking Institutions – 2011 –

• Key contributor to the M&A transaction process (end-to-end), leading the complex financial analysis & modeling required in estimating the final intrinsic valuation of the various business assets & divisions that made up OneMain Financial (formerly CitiFinancial), a brick-and- mortar consumer lending business of Citibank N.A.

$1.2B Sale of Commercial Real Estate Portfolios to Institutional Investment Firms – 2008-2011 –

• Oversaw the valuation and pricing of securitized debt portfolios issued by Citibank & Citi Cards organizations deemed necessary for asset sale & liquidation to deleveraged balance sheet of high risk liabilities, made a high priority following the 2008 credit crunch.

• Core responsibility was leading the development (from scratch) all necessary & critical financial models & analytics used to calculate accurate valuations for the Secured & Non-Secured Commercial Real Estate lending & origination groups.

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