23 000 000 initial public offering 2 300 000 units
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F LATWORLD A CQUISITION C ORP. . $23,000,000 Initial Public Offering 2,300,000 units. Confidential – Please do not reproduce or distribute without permission of FlatWorld Acquisition Corp. Disclosure. Table of Contents. Offering Summary. Investment Focus. Management Team.

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23 000 000 initial public offering 2 300 000 units

FLATWORLD ACQUISITION CORP.

$23,000,000Initial Public Offering2,300,000 units

Confidential – Please do not reproduce or distribute

without permission of FlatWorld Acquisition Corp.


Disclosure

Disclosure


Table of contents

Table of Contents

Offering Summary

Investment Focus

Management Team

Case Studies

Appendices


Offering summary

Offering Summary

Summary of Terms


Offering summary1

Offering Summary

Summary of Terms (contd.)


Offering summary2

Offering Summary

Summary of Terms (contd.)

Pro rata Trust Amount + Interest Earned – Taxes – Interest actually withdrawn for W/C

Pro rata Trust Amount – Taxes – Interest actually withdrawn for W/C


Offering summary3

Offering Summary

Current generation of SPACs are incorporating a number of structural changes that benefits investors and sellers of the business

Old SPAC Structure

New SPAC Structure

SEC Proxy/ Tender Offer Document Review

  • SEC proxy review takes up to three to six months and can discourage sellers from pursuing a business combination with a SPAC

  • No shareholder vote. Shares may be redeemed through a tender offer. SEC approval of tender offer document is typically completed within 20 days of filing. SPACs utilizing tender offer structure can complete business combinations within a month of finalizing the terms of the deal

  • New generation of SPAC structures significantly reduces uncertainty of consummating a business combination and provides more attractive capital structure for target companies

  • SPACs provide Sponsors a smaller percentage (5-10%) of promote at business combination with remaining equity (totaling up to 20%) placed in escrow and released when stock price trades above certain benchmarks, providing downside protection to sellers

  • New generation of SPACs have exercise price equal or higher than trust value

Dilution from Sponsor Promote & Warrants

  • Sponsor received a set 20% of fully diluted equity on consummating business combination, resulting in immediate dilution to sellers

  • Earlier SPAC structures had warrant exercise price below trust value ($7.50 exercise price for $10.00 unit), prompting Sponsors to immediately exercise warrants

  • SPAC IPO warrants were dilutive to sellers at the time of business combination

  • New generation of SPAC warrants have exercise price equal or greater than trust value

  • The structure is less dilutive to sellers and is akin to secondary offering at 10-15% premium to initial value

Dilution from SPAC IPO Warrants


Table of contents1

Table of Contents

Offering Summary

Management Team

Investment Focus

Case Studies

Appendices


Seasoned management team

Seasoned Management Team

Gilbert H. Lamphere, Chairman:

  • Mr. Lamphere is a partner at FlatWorld Capital LLC and also serves as a director of CSX (NYSE:CSX) and advising director of J.H. Whitney Pan Asian LLC

  • Mr. Lamphere extensive operational experience as a Chairman and/or board member of a wide range of publicly traded and private companies

    • Mr. Lamphere has previously served on the boards of several publicly traded companies including: Canadian National Railway Company (NYSE); Illinois Central Corporation (NYSE—acquired by Canadian National); Carlyle Industries, Inc; Recognition International (NYSE); Cleveland-Cliffs (NYSE); R.P. Scherer (NYSE—acquired by Cardinal Health); Global Natural Resources Corporation (NYSE); Sylvan, Inc (NASDAQ); Lincoln Snack Company (NASDAQ); Simmons Outdoor Corporation and Children’s Discovery Center of America (NASDAQ)

  • Mr. Lamphere has 30 years of experience as a principal investor and financier in private equity transactions.

    • Mr. Lamphere also served as Chairman and CEO of the Prospect Group (NASDAQ), the first ever publicly traded leveraged buyout fund

    • Mr. Lamphere was a Managing Director and member of the Board of Directors of The Fremont Group (San Francisco), a diversified investment company with over $9 billion of assets under management

    • Mr. Lamphere also co-headed the raising and management of Fremont Partners’ $605 million private equity fund, his fourth fund

    • Mr. Lamphere was also a vice president at Morgan Stanley & Co

  • Mr. Lamphere graduated from Princeton University (1974) with an A.B. in Economics (Honors) and from Harvard Business School (1976) (Baker Scholar, Loeb Rhoades Fellow finance prize)


  • Seasoned management team1

    Seasoned Management Team

    Raj K. Gupta, CEO:

    • Mr. Gupta is a partner at FlatWorld Capital LLC and also serves a member of the board of managers of DAL Group, LLC, the operating company of DJSP Enterprises, Inc. (NASDAQ:DJSP), formerly a SPAC

    • Mr. Gupta has extensive experience as an advisor, principal investor, and entrepreneur in private equity funded transactions

    • Mr. Gupta was the founder and CEO of YadaYada Inc., the third largest independent wireless ISP in the U.S. in 2001, an organization of 85 employees with venture backing of more than $25 million

      • In May 2001, Crain’s New York Business magazine named Mr. Gupta as “one of 100 most important persons likely to shape the direction and growth of New York’s economy—beyond technology—for years to come.”

      • In September 2000, Mr. Gupta was named as a top 25 wireless industry innovator by Unstrung magazine.

  • Prior to forming YadaYada, Mr. Gupta was a member of the Merchant Banking and High Yield Group at CIBC World Markets and Acquisition Finance at Chase Securities, where he was involved in transactions totaling over $20 billion

  • Mr. Gupta graduated from Trinity College as the President’s Scholar with a BA in Computer Engineering and Economics

  • Mr. Gupta has extensive contacts in the business community, private equity and investment banking community in India, UK and the US.


  • Seasoned management team2

    Seasoned Management Team

    Jeffrey A. Valenty, President, CFO and Treasurer:

    • Mr. Valenty is a partner at FlatWorld Capital LLC

    • Mr. Valenty has extensive experience as a principal investor, financier and advisor in private equity funded transactions

      • Until 2001, Mr. Valenty was a managing director at CIBC World Markets, providing private equity investments, high yield financings and merger & acquisition advisory services totaling over $5 billion. Mr. Valenty was responsible for investment commitments of $350 million in 12 companies, including structuring the initial $30 million equity investment in Global Crossing, which returned $1.9 billion

      • Prior to CIBC, Mr. Valenty was at The Argosy Group, a merchant banking firm founded by senior executives of Drexel Burnham Lambert, and Kidder, Peabody & Co

  • Mr. Valenty graduated from Harvard University with an AB degree magna cum laude in International and Development Economics and was a Presidential Scholar

    • Mr. ShriKrishan is a retired businessman

    • Mr. ShriKrishan built and ran one of the largest dairy milk collection and pasteurization plants in North India

    • Mr. ShriKrishan has significant relationships across large business families and promoter groups all across India

    • Mr. ShriKrishan currently resides in New Delhi, India and is fluent in Hindi

    ShriKrishan Gupta, Director:


    Seasoned management team3

    Seasoned Management Team

    Management Team’s SPAC Experience:

    • As partners of FlatWorld Capital LLC, Mr. Gupta and Mr. Valenty have already been involved in the successful consummation of a business transaction with a prior blank check company, DJSP Enterprises, Inc. (formerly, Chardan 2008 China Acquisition Corp.)

      • In July 2008, FlatWorld Capital investment team led by Messrs. Gupta and Valenty signed a letter of intent to acquire a controlling interest in DJSP, a mortgage foreclosure processing firm, at an enterprise value of $208 million, representing a purchase price multiple of 3.1x 2008E EBITDA of $68 million – at a ~50% discount to the closest public comparable Dolan Media (NYSE:DM)

      • The transaction was negotiated as a traditional private equity leveraged buyout with $60 million of total senior debt financing. However, the negative developments in the global capital markets, a continuing credit crisis and the regulatory uncertainty following the election of a new U.S. administration briefly interrupted FlatWorld’s effort in securing committed financing to fund the business transaction through early 2009

      • In April 2009, FlatWorld approached Chardan 2008 China Acquisition Corp. (“Chardan”), a NASDAQ-listed SPAC, to discuss a business transaction with DJSP. In parallel, Messrs. Gupta and Valenty re-negotiated terms of the LOI to incorporate a going-public transaction with Chardan

      • In January 2010, FlatWorld’s affiliate DAL Group, LLC completed a business transaction with Chardan and DJSP to become DJSP Enterprises, Inc. (NASDAQ:DJSP). The enterprise value of the transaction (at the Chardan trust value) was $244 million, representing a purchase price multiple of 3.0x 2010E EBITDA of $81 million

  • Our management’s creative deal structuring and flexibility with financing sources helped close the DJSP transaction successfully during the financial crisis and in a cyclical industry at its peak

  • Mr. Gupta, our CEO and director, currently sits on the board of managers of DAL Group, LLC. Additionally, Mr. Ruiz, one of our advisors, currently sits on the board of directors of DJSP Enterprises, Inc


  • Strong board advisory

    Strong Board & Advisory

    Juan V. Ruiz

    • Mr. Ruiz is currently president & chief executive officer of Ruiz Capital Advisors LLC, a New York based strategic, mergers and acquisitions advisory firm focusing on U.S. and Latin American financial institutions

    • Mr. Ruiz also serves as a director of DJSP Enterprises, Inc. (NASDAQ: DJSP), formerly a SPAC

    • Mr. Ruiz has extensive experience working with financial institutions in investment, M&A and restructuring advisory roles

      • Most recently, Mr. Ruiz served as executive vice president and chief investment officer of Federal One Holdings LLC, a financial institution building a depository and asset acquisition regional bank focused on deposit products and consumer/small business financing, including residential mortgage and small balance commercial real estate loans

      • Until 2008, Mr. Ruiz was senior vice president at Lehman Brothers‘ Strategy & Corporate Development group, where he was responsible for the acquisition and integration of depository and mortgage/specialty finance acquisitions. In this role, he led multi-functional teams through all relevant acquisition/integration matters, including financial analysis, accounting, legal, credit, operations, human resources, and information technology

      • Prior to Lehman, Mr. Ruiz held a senior position at Keefe Bruyette & Woods‘ (KBW) Balance Sheet Management group. In this role, he worked closely with bank CFOs and treasurers throughout the U.S. to provide balance sheet restructuring advisory services and funding optimization strategies to their banking institutions

  • Mr. Ruiz has also worked at ABN AMRO NV, where he helped execute the Bank‘s acquisition/divestiture strategy in the Americas; Salomon Smith Barney, where he specialized in depository and mortgage/specialty finance and M&A; and Goldman Sachs & Co, where he focused on credit ratings advisory for financial intuitions and bank funding programs

  • Mr. Ruiz has a B.A. in Economics and international relations from Brown University, and an MBA in Finance & Management cum laude from Indiana University‘s Kelley School of Business


  • Strong board advisory1

    Strong Board & Advisory

    David S. Wu

    • Mr. Wu is currently President of Wu & Associates LLC, a position he has held since September 2002. Mr. Wu has extensive experience in start-up and turnaround situations in China over the past 15 years

      • From June 2009 to October 2009, Mr. Wu was the chief financial officer of Spreadtrum (NASDAQ: SPRD), a venture capital-backed firm.

      • Until April 2009, Mr. Wu was a managing director of the United States Fund for CITIC Capital (a member of the largest financial conglomerate in China), where he chaired the Operating Group of portfolio companies across the billion-dollar China, Japan, and U.S. Funds

      • Prior to CITIC, Mr. Wu served as a senior advisor to EMD, previously the locomotive division of General Motors until its divestiture to two private equity firms in 2006, and was the chief negotiator when EMD sold the first 300 diesel locomotives in China

      • Mr. Wu has also served as a consultant to Kaiser Permanente

      • Mr. Wu started his career in China 15 years ago by negotiating a foreign majority-owned joint venture between AlliedSignal (now Honeywell) and China Eastern Airlines. As President and Chief Financial Officer, his joint venture was among the first to deliver profit among all China investments and was featured on the cover of the 1995 AlliedSignal Annual Report

  • Mr. Wu has also worked for Danaher, Boeing, RR Donnelley & Sons, Tyco, and Arthur Young (now Ernst & Young)

  • Mr. Wu received his B.S.E. in Engineering with Honors from Princeton University, M.S.E. in engineering from University of Pennsylvania, and MBA from the Wharton School where he was a Management and Technology Program graduate. Mr. Wu is a CPA in the states of Virginia and Illinois, and has certificates from ICMA‘s Certified Management Accountant and ACFEI‘s Certified Forensic Accountant programs

  • Mr. Wu currently resides in Shanghai and is fluent in Mandarin & Cantonese


  • Table of contents2

    Table of Contents

    Offering Summary

    Management Team

    Investment Focus

    Case Studies

    Appendices


    Investment focus

    Investment Focus

    i) Global Business Services Sector

    • National Association of Software and Services Companies (NASSCOM) estimates that the addressable market for the global business services industry will triple in size from $500 billion in 2009 to $1.5-1.6 trillion in 2020 at a CAGR of approximately 12%

    • Our management team has expertise in founding, operating and investing in global business services and technology companies

    • Our affiliate, FlatWorld Capital, has sourced over 600 investment opportunities in the business services sector since late 2006

      • Messrs. Gupta and Valenty negotiated and structured an investment in, and subsequent sale to a publicly-traded company in India, a U.S. based business process outsourcing company with $153 million revenue and the majority of its operations in India and China

  • Our management team can provide value add by helping the company take advantage of scalable, low-cost delivery destinations in South/East Asia to improve margins and accelerate growth through expanded access to new high-growth emerging markets for the company‘s services

    • Growing & Attractive Addressable Market

    ü

    • Experienced Management Team

    ü

    • Attractive Deal Flow

    ü

    • Value Add post Business Transaction

    ü


    Investment focus1

    Investment Focus

    ii) Attractive, High-Growth Asian Emerging Markets:

    • The World Bank projects 2010 GDP growth rates for China of 9.5% and India of 8%

    • Large population, growing middle class and booming domestic consumption are leading to increased demand for goods and services in India and China. Large markets and industries are highly fragmented and populated by many interesting companies

    • Our management and advisory team has business transaction and operating experience in a number of attractive target industries in addition to business services, including the financial services, industrial, resources, technology, telecommunication and transportation industries

    • Our management and advisory team includes individuals with significant business and operating experience in India and China

    • We plan to leverage our management team’s decades of experience and relationships and identify merger opportunities in attractive high growth South/East Asia markets including India and China

    • We believe our management team can provide significant value to a merger target by providing access to international growth capital, assisting in international expansion and providing domain expertise

    Millions

    of People

    The Expanding Middle Class

    • Large & rapidly growing market opportunity

    ü

    • Management & Advisory Team speaks

    • “local” language – ability to scrutinize

    • target’s business and quality of

    • management

    ü

    • Presence on the ground in the U.S., India

    • and China

    ü

    • Value Add post Business Transaction

    ü

    Source: Goldman Sachs


    Investment focus2

    Investment Focus

    ii) Attractive, High-Growth Asian Emerging Markets:


    Significant value add to south east asian companies

    Very Quick IPO

    Access to Global Equity and Debt Capital Markets

    Management Team’s Experience and Relationships

    Listing on a U.S. Stock Exchange

    Clean Public-listed Shell

    1

    2

    3

    4

    5

    Significant Value Add to South/East Asian Companies

    • Companies going public via a SPAC are not required to go through the SEC’s IPO registration process, reducing the timeline for going public to 1-3 months

    • Regular IPOs in India or China take between 1-3 years; Approval process in China is bureaucratic

    • Equity Capital: Listing on U.S exchange provides greater liquidity and access to deep equity capital (MakemyTrip initial public offering)

    • Debt Capital: The 10-year U.S. Treasury yields ~3.05%. Even with the credit risk spread and cost of foreign exchange derivative contract, foreign companies can often borrow at significant discounts to borrowing rates from domestic banks (Micro Finance Institutions)

    • Our management team will provide a smooth transition to the U.S. public markets

    • Companies will benefit from Sponsor’s M&A and financing expertise to pursue value-enhancing acquisitions

    • Listing on a U.S. stock exchange enhances potential globalization opportunities

    • Perceived as “global” firm

    • Unlike reverse mergers, SPACs are clean shells with no threat of litigation from past liabilities


    Investment focus3

    Investment Focus

    SPAC of $23 million is sized appropriately for micro and middle market companies

    • Small deals give more flexibility and better investment return

    • More suitable opportunities in micro and middle market companies

      • Limited access to capital

      • Strong growth fundamentals

      • Not candidates to large investment banks or actively run auction process

      • Arbitrage opportunities between purchase price and US public market value

      • Avoid government red-tape – easier to get required regulatory approvals


    Key investment criteria

    Strong Management Team

    High Growth Potential

    Long-term Revenue Visibility

    Potential to Benefit from Globalization

    Arbitrage between Purchase Price & U.S. Market Value

    Defensible Market Position

    1

    2

    6

    5

    3

    4

    Key Investment Criteria

    • Significant growth potential in both the firm‘s current domestic markets as well as new global markets

    • Annual Revenues of ~$50 million to ~$150 million; Earnings of ~$8 million to ~$30 million; Growth rates > 20%

    • History of long-term revenue visibility, including a high recurring revenue mix and strong order book

    • Companies that have predictable cash flows as well as low customer attrition and a diversified customer base

    • Companies that offer strong products and/or services and that demonstrate advantages when compared to their competitors, which may help to protect their market position and profitability and deliver strong free cash flow

    • Companies (i) for which labor represents a significant portion of operating expense and which can take advantage of global sourcing of labor from low-cost delivery centers, and/or (ii) that offer the opportunity to accelerate revenue growth by accessing new global markets, including, for North American companies, new high-growth South/East Asian emerging markets, and for high-growth South/East Asia-based companies, established North American markets

    • Companies that has management teams with a proven track record of driving revenue growth, enhancing profitability and creating value for their shareholders

    • Purchase multiples – (i) at or below book value, (ii) Price to Diluted EPS of 7-12x TTM; 5x-10x forward

    • Trades for – (i) Price to book value of 2x-3x, (ii) Price to Diluted EPS of 15x-30x trailing


    Deal flow u s and global

    Deal Flow – U.S. and Global

    Intermediaries

    • Our affiliate, FlatWorld Capital, has strong relationships with over 200 intermediary institutions and with over 4,000 investment banking professionals

    • Through these relationships, we seek to access deals where we can engage with investment candidates directly (proprietary deals), which enables us to identify and structure investment opportunities at attractive discounts to valuations received in auctions conducted by intermediaries

    • Our affiliate, FlatWorld Capital, subscribes to several industry databases including CapitalIQ, PitchBook (source for private equity portfolio companies), Prequin (comprehensive list of private equity and hedge fund managers) and MergerMarket (deal rumors)

    • Our affiliate, FlatWorld Capital, has necessary technology platform and distribution lists to conduct focused public relations and marketing campaign to source deals

    Number of Deals (2007-2009)

    330

    Private Equity/Hedge Fund Professionals, Business Operators, SPAC Sponsors

    Intermediary

    Proprietary

    Deal Size (by revenue)

    Industry Databases

    90%

    Marketing Campaign

    <$25 million

    >=$25 million


    Summary

    Summary

    • Investors’ money 100% in trust – management’s $1.41 million 100% at risk

    • Strong track record of deal sourcing, M&A and private equity investment

      • Our management team is led by seasoned operating executives and private equity professionals. Our management team has over nine decades of combined private equity investing, SPAC, M&A, acquisition finance and corporate finance advisory experience with over $25 billion of completed acquisition investments and financings

  • Commitment to source target with strict criteria to ensure upside potential for investors

  • First-had experience cultivating sell-side and buy-side relationships

    • Strong relationships with over 200 intermediary institutions and with over 4,000 investment banking professionals

    • Our management and advisory team members have been experienced operators of businesses in business services, financial services, industrial, resources, technology, telecommunication and transportation industries and bring a vast network of industry professionals to source deals


  • Table of contents3

    Table of Contents

    Offering Summary

    Management Team

    Investment Focus

    Case Studies

    Appendices


    Case study djsp enterprises inc nasdaq djsp

    Case Study - DJSP Enterprises, Inc. (NASDAQ:DJSP)

    Company

    • Headquartered in Plantation, Florida, DJSP is one of the largest providers of processing services for the mortgage and real estate industries in the United States. The Company provides non-legal services supporting residential real estate foreclosure, other related legal actions and lender owned real estate (“REO”) services, primarily in Florida

      • Although in the last 25 years foreclosures have experienced sustained growth of around 12% per year, the subprime mortgage crisis, coupled with a weak housing market, rising unemployment and the global recession contributed to record levels of foreclosures in 2007 and 2008

      • The Company generated 2009 revenue of $260 million and EBITDA of $70 million

        Transaction

    • In July 2008, FlatWorld investment team led by Messrs. Gupta and Valenty signed a letter of intent to acquire a controlling interest in DJSP at an enterprise value of $208 million, representing a purchase price multiple of 3.1x 2008E EBITDA of $68 million – at a ~50% discount to the closest public comparable Dolan Media (NYSE:DM) then trading at ~6x EBITDA. The transaction was negotiated as a traditional private equity leveraged buyout with $60 million of total senior debt financing

    • The negative developments in the global capital markets, a continuing credit crisis and the regulatory uncertainty following the election of a new U.S. administration briefly interrupted FlatWorld’s effort in securing committed financing to fund the business combination through early 2009

    • In April 2009, Messrs. Gupta and Valenty approached Chardan 2008 China Acquisition Corp. (“Chardan”), a NASDAQ-listed SPAC, to discuss a business combination with DJSP. In parallel, Messrs. Gupta and Valenty re-negotiated terms of the LOI to incorporate a going-public transaction with Chardan

    • In January 2010, FlatWorld’s affiliate DAL Group, LLC completed a business combination with Chardan and DJSP to become DJSP Enterprises, Inc. (NASDAQ:DJSP). The enterprise value of the transaction (at the Chardan trust value) was $244 million, representing a purchase price multiple of 3.0x 2010E EBITDA of $81 million


    Case study djsp enterprises inc nasdaq djsp1

    Case Study - DJSP Enterprises, Inc. (NASDAQ:DJSP)

    Management Team’s Value-Add

    • Messrs. Gupta and Valenty’s creative deal structuring and flexibility with financing sources helped close the DJSP transaction successfully during the financial crisis and in a cyclical industry at its peak

      • Exposure to economic cycles and threat of regulatory intervention due to an increase in foreclosure volume prevented traditional equity and debt investors from financing foreclosure processing companies. Auctions for several large foreclosure processing firms, including Great Hill Partners’ portfolio company Prommis Solutions and the Law Offices of Gerry Shapiro (LOGS), failed in 2008 and 2009, respectively

    • Messrs. Gupta and Valenty structured and negotiated the transaction in a manner that optimized returns for SPAC IPO investors and the shareholder

      • Developed a detailed strategy for DJSP to grow counter-cyclical services lines and maintain continuous growth and profitability through economic cycles; Analyzed the impact of regulatory uncertainty and concluded that the loss mitigation business presented a natural hedge to any regulatory intervention

      • The enterprise value of the transaction (at the Chardan trust value) was $244 million, representing a purchase price multiple of 3.0x 2010E EBITDA of $81 million. The discount to the closest public comparable Dolan Media (NYSE:DM), trading at ~7x EBITDA at closing, provided significant immediate upside to investors leading to 99+% of SPAC IPO investors approving the business combination

      • The transaction provided liquidity to the selling shareholder David J. Stern while also providing David J. Stern with an opportunity to grow the Company into a non-cyclical mortgage processing firm organically and via acquisitions using public stock as acquisition currency


    Case study lason inc merger with hov services

    Case Study – Lason Inc. Merger with HOV Services

    Company

    • Headquartered in Troy, Michigan, Lason provides document-centric business process outsourcing solutions to customers in healthcare, insurance, financial services, publishing, manufacturing, retail, commercial, transportation, and distribution sectors. The Company’s services include document imaging, document indexing, content management, accounts receivable and payable management, billing and other processing functions

    • The Company generated 2006 revenue of $153 million and EBITDA of $13 million

      Transaction & Management Team Value-Add

    • In Q4-2006, FlatWorld Capital found an undervalued business services asset – Lason, Inc. FlatWorld bid on the asset and by December 2006 was the lead bidder to acquire a controlling interest in Lason, Inc. at an enterprise value of $120 million, representing a purchase price multiple of 6.2x 2007E EBITDA. The public comparables in the business process outsourcing industry were then trading at a mean of 33x LTM EBITDA

    • In December 2006, Messrs. Gupta and Valenty approached HOV Services (a HOV Ventures company), a Bombay Stock Exchange-listed firm providing business process outsourcing solutions from India facilities, to discuss a merger with Lason

    • FlatWorld’s analysis showed that Lason could achieve substantial savings from the offshoring of certain processing functions. Further, Lason was currently providing low value-added document imaging and data entry solutions. The offshore potential could derive a huge competitive advantage in growing a high end BPO business due to less than 50% of U.S. delivery costs. Similar Indian offshore BPO vendors were growing at 40-100% per year

    • In February 2007, Messrs. Gupta and Valenty assisted HOV Ventures to create a Special Purpose Vehicle to acquire Lason for approximately $120 million

    • In March 2007, HOV Ventures merged the Lason Special Purpose Vehicle into HOV Services at a valuation of $148 million, a 23% premium to the original acquisition price in less than a month


    Table of contents4

    Table of Contents

    Offering Summary

    Management Team

    Investment Focus

    Case Studies

    Appendices


    Previous investment track record gilbert h lamphere

    Previous Investment Track Record - Gilbert H. Lamphere


    Previous investment track record gilbert h lamphere1

    Previous Investment Track Record - Gilbert H. Lamphere

    • Investment Date represents the date of the initial investment except in the case of Illinois Central, where it represents the date control was acquired

    • In cases where control was acquired in a single transaction, Transaction Value represents the cost of the investment, including investments made by affiliates and by unaffiliated parties, and long term debt incurred. In the case of Forschner, Recognition International, Lincoln Snack, Curtis Industries, Noel’s investment in Sylvan, and all Strategic Block investments, Transaction Value includes the cost of Prospect or Noel’s investment only. Transaction Value and the rate of return calculations exclude transaction expenses

    • Invested Amount (or “Investment”) is the cost of the entire investment including common and preferred equity and debt. In those cases where management of Prospect, Noel or Fremont did not invest on a pari passu basis in the other securities purchased, Investment includes the cost of the equity purchased by management. The cost of the investment excludes transaction expenses. The rates of return are calculated based upon the entire Investment and, accordingly, give effect to related common and preferred stock dividends and debt interest

    • Percent Equity Held is based on the highest Prospect, Noel, or Fremont common equity ownership during the Investment Period as calculated using the number of common shares owned divided by the total number of common shares issued and outstanding at the time of such highest equity ownership

    • Leverage Ratio is calculated only in cases where an operating company was acquired in a single transaction. Leverage Ratio is third party debt incurred in connection with the transaction divided by Transaction Value. Third party debt excludes debt held by common and/or preferred stock investors

    • Realized Value includes all cash proceeds including common and preferred stock dividends, debt principal and interest payments, redemptions of preferred stock and proceeds from Investment sales. It also includes the end of the Valuation Period market value of common stock distributed to Prospect or Noel’s shareholders within the Valuation Period and, in the case of Illinois Central, common stock dividends on such distributed shares. In the case of Kerr Group, Inc. (“Kerr”) and Sun Coast Industries (“Sun Coast”), which remain privately-held portfolio companies of Fremont subject to confidentiality agreements, this information cannot be disclosed and accordingly Kerr and Sun Coast are excluded from the Realized Value

    • Total Value is the Realized Value plus the estimated unrealized value of the investments still controlled by Prospect or Noel management at the end of the Valuation Period. In cases where a public market existed for common stock, the Total Value is calculated at the closing market price at the end of the Valuation Period multiplied by the number of shares held. In these cases, the Total Value has not been adjusted for whether the shares held were registered for sale, had any other restriction on transfer, or whether the market had sufficient liquidity to support the sale of the volume of securities held at the quoted prices. Where a public market did not exist, management has estimated the Total Value. In the case of Kerr and Sun Coast (acquired as a subsidiary of Kerr Group, Inc.), which remain privately-held portfolio companies of Fremont subject to confidentiality agreements, valuations cannot be disclosed and accordingly Kerr and Sun Coast are excluded from the Total Value. Because of the inherent uncertainty of the valuation of securities both where a market exists and where a market does not exist, the estimates of value may differ materially from the prices that could have been realized in actual third party cash transactions at the end of the Valuation Period and from actual sales proceeds or distribution amounts received. At December 31, 1995, Noel’s investments in Lincoln Snack and HealthPlan Services consisted entirely of investments in common stock. Noel’s unrealized investment in Carlyle consisted of preferred stock and accrued dividends for which no public market existed, valued at $18.0 million, and shares of unregistered or restricted common stock, valued at $8.7 million based on the closing market price of traded shares

    • Valuation Period is the shorter of (i) 60 months from the Investment Date or (ii) the period from the Investment Date to the date the Investment was sold or (iii) in the case of unrealized Noel investments, 12/31/95, approximately one year following Mr. Lamphere’s departure

    • For each investment, the Internal Rate of Return (IRR) is the Internal Rate of Return of the cash flows included in Total Value. The IRR effectively assumes that the common and preferred stock values included in Total Value are equivalent to cash flows. The IRRs for all the Investments listed in this summary were calculated using the Investment and Total Value data and assuming that the first cash flow for each Investment was made at the same time. Each subsequent cash flow or value was included in the calculation on the basis of its timing relative to the assumed initial investment time. As a result these IRRs do not represent returns attributable to any actual period or periods. IRR calculations exclude transaction expenses. Given that an estimate value for Kerr and Sun Coast cannot be disclosed, these two investments have been excluded from the IRR calculations

    • Kerr and Sun Coast remain subject to confidentiality agreements and accordingly no information is presented for Realized Value, Total Value, Total Value Multiple of Investment, and IRR

    • Given that an estimated value for Kerr cannot be disclosed, Kerr and Sun Coast have been excluded from Total Value. As a consequence, Total Value Multiple of Investment also excludes the value of Kerr and Sun Coast in both the numerator and the denominator


    Previous investment track record jeffrey a valenty

    Previous Investment Track Record – Jeffrey A. Valenty


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