THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks...

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THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg Thalmann & Co. Inc.’s Investment Banking Group has a strong record of success providing its services to all industries and stages of business growth, focusing primarily on emerging growth and middle market companies. We deliver to our clients the highest degree of professional services and advice throughout all forms of capital raising and financial advisory services, including raising equity and debt in private placements, underwriting public offerings of equity and debt, financial advisory, and mergers and acquisitions. Our corporate headquarters are located at: 590 Madison Avenue 34 th Floor New York, NY 10022 (212) 409-2004 Ladenburg Home Continue to Investment Banking

Transcript of THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks...

Page 1: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

THE INVESTMENT BANKING GROUP

Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years.

Ladenburg Thalmann & Co. Inc.’s Investment Banking Group has a strong record of success providing its services to all industries and stages of business growth, focusing primarily on emerging growth and middle market companies.

We deliver to our clients the highest degree of professional services and advice throughout all forms of capital raising and financial advisory services, including raising equity and debt in private placements, underwriting public offerings of equity and debt, financial advisory, and mergers and acquisitions.

Our corporate headquarters are located at:

590 Madison Avenue34th Floor New York, NY 10022 (212) 409-2004

Ladenburg Home Continue to Investment Banking

Page 2: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

THE INVESTMENT BANKING GROUP

■ Our professionals have significant experience advising emerging growth and middle market companies across a wide spectrum of industries, including: □ □ □ □ □ □ □

■ Seasoned Investment Bankers specializing in: □ □ □

□ □ □ □ □ □

Investment Banking Home

Public OfferingsMergers and Acquisitions

Financial AdvisoryLeveraged & Management Buyouts

Restructurings & WorkoutsFairness OpinionsValuationsRecapitalizations

Private Placements

Our team of investment banking professionals

Energy

HealthcareRetail & RestaurantsMedia & Entertainment

Technology & TelecomReal Estate, Gaming & Leisure

Infrastructure

Page 3: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

ENERGY

Investment Banking Home

Ladenburg Thalmann & Co. Inc.’s Energy Group focuses on transactions in the following Energy fields:

■ Oil and Gas Exploration and Production

■ Oil Service

■ Gathering, Transporting & Marketing

■ Master Limited Partnerships (MLPs)

■ Utilities

■ Power Generation

Page 4: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

HEALTHCARE

Investment Banking Home

Ladenburg Thalmann & Co. Inc.’s Healthcare Group focuses on transactions in the following Healthcare fields:

■ Medical Technology

■ Medical Devices

■ Biotechnology

■ Genomics

■ Gene Therapeutics

■ Pharmaceuticals

Page 5: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

RETAIL AND RESTAURANTS

Investment Banking Home

Ladenburg Thalmann & Co. Inc.’s Retail and Restaurants Group focuses on transactions in the following fields:

■ Fast Food

■ Casual Dining

■ Franchising

■ Upscale Restaurants

■ Traditional Retail

■ Consumer Products

■ Virtual Retailers

Page 6: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

MEDIA AND ENTERTAINMENT

Investment Banking Home

Ladenburg Thalmann & Co. Inc.’s Media and Entertainment Group focuses on transactions in the following fields:

■ Media

■ Cable

■ Film

■ Radio

■ Satellites

Page 7: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

TECHNOLOGY AND TELECOM

Investment Banking Home

Ladenburg Thalmann & Co. Inc.’s Technology and Telecom Group focuses on transactions in the following fields:

■ Enterprise Software & Services

■ Consulting & IT Services

■ Communications Technology

■ Wireless Services

Page 8: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

REAL ESTATE, GAMING AND LEISURE

Investment Banking Home

Ladenburg Thalmann’s Real Estate, Gaming and Leisure Group focuses on transactions in the following fields:

■ Hotels & Casinos

■ Gaming Equipment

■ Virtual Gaming

■ Leisure

■ REITs

■ Home Builders

■ Hotel & Lodging

■ Infrastructure

■ Special Situations

Page 9: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

INFRASTRUCTURE

Investment Banking Home

Ladenburg Thalmann & Co. Inc.’s Infrastructure Group focuses on transactions in the following fields:

■ Cement & Concrete

■ Construction Equipment

Page 10: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

AVAILABLE SERVICES

Investment Banking Home

PUBLICOFFERINGS

PRIVATE PLACEMENTS

MERGERS & ACQUISITIONS

FINANCIAL ADVISORY

□ Initial Public Offerings

□ Follow-on Offerings

□ Special Purpose Acquisition Companies

□ Equity Placements

□ Debt Placements

□ Public and Private Issuers

□ PIPE Offerings

□ Buy-Side Services

□ Sell-Side Services

□ Takeover Defenses

□ Fairness Opinions & Valuations

□ Financial Alternatives

□ Restructurings

□ Recapitalizations

View Tombstones

View Tombstones

View Tombstones

View Tombstones

Page 11: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

Head of Investment Banking

Peter H. Blum

Managing Directors

Robert Kropp Jonathan Intrater Jonathan Burklund Steve Kaplan

Vice President

William Murray III (Tripp)

Analyst

Martin DolfiJohn RaceMichael Spaddaccini

INVESTMENT BANKING PROFESSIONALS

Investment Banking Home

Page 12: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

HEAD OF INVESTMENT BANKING – PETER BLUM

Career BackgroundPrior to joining Ladenburg Thalmann & Co. Inc. in 2004, he was President of Bear Ridge Capital LLC, a financial advisory firm specializing in providing strategic merger and acquisition advice as well as providing private capital to mid-size businesses and start-ups primarily in the energy sector. Mr. Blum formerly served as Senior Managing Director and Head of Investment Banking of GBI Capital a predecessor to Ladenburg. Before joining GBI in 1997, Mr. Blum was Managing Director and Head of the Energy, Merger and Acquisition, and Restructuring Groups of Rodman and Renshaw Inc. and Mabon Securities Corp. Mr. Blum has taken active management roles with public and private companies in order to facilitate their sale or restructuring. Mr. Blum also was a Partner at Houghton and Company, an advisory and leveraged buyout boutique. He started his career at Arthur Young and Company. Mr. Blum currently serves as Chairman of Mitcham Industries Inc. (NASDAQ – MIND).

Education

B.B.A., Accounting, University Of Wisconsin at MadisonC.P.A.

Selected Transaction Experience Lead Manager in a $20 million initial public offering for Ready Mix, Inc. Financial Advisor to El Paso Energy Corp. in its $116 million acquisition of Cornerstone Natural Gas Co-Manager in a $65 million debt private placement for Mallon Resources Corporation Co-Manager in a $100 million bond offering for Panaco, Inc. Financial Advisor to Hallmark Healthcare, Inc. in its $185 million acquisition by Community Heath Care Financial Advisor to Endevco Inc. in its $90 million restructuring and asset sale Co-Manager in a $85 million equity offering for Comstock Resources Inc. Financial Advisor to Frontier Natural Gas, Inc. in its $56 million merger with Essenjay Exploration, Inc. Co-Manager in a $36 million equity offering for Mitcham Industries, Inc. Sole-Manager in a $14 million follow-on offering for Environmental Power Corporation Financial Advisor to Floriscan Inc. in its $80 million acquisition by Hologic Inc.

Investment Banking Home Our Professionals

Page 13: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

DIRECTOR OF INVESTMENT BANKING – ROBERT KROPP

Career BackgroundPrior to joining Ladenburg Thalmann & Co. Inc., Mr. Kropp served as Director of Corporate Finance at W. J. Nolan & Company Inc. Mr. Kropp is also an attorney and CPA, with prior experience at Edwards & Angell and Deloitte & Touche in New York. Over his 23 years of professional experience, Mr. Kropp has been involved in numerous investment banking transactions with particular emphasis on public and private debt and equity financings, as well as mergers and acquisitions.

EducationB.S. cum laude, Accounting, Drake UniversityJ.D., Fordham University School of LawC.P.A.

Selected Transaction Experience Placement Agent in a $10.4 million private placement for Castle Brands Inc. Financial Advisor to dick clark productions in its $140 million acquisition by CDP Capital Communications Financial Advisor to Command Systems, Inc. in its $40 million acquisition by ICICI Infotech, Inc. Placement Agent in a $25 million private placement for US Restaurant Properties, Inc. Placement Agent in a $7 million private placement for iCad, Inc. Co-Manager in a $225 million senior notes offering for Wendy’s International, Inc. Lead Manager in a $12 million follow-on equity offering for Benihana, Inc. Sole Manager in a $4 million secondary equity offering for Benihanna, Inc. Financial Advisor to Cedar Shopping Centers, Inc. in its $24 million internal acquisition of its Advisor Financial Advisor to Scientific Games Corporation in its $19 million acquisition by MDI Entertainment, Inc.

Investment Banking Home Our Professionals

Page 14: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

MANAGING DIRECTOR – JONATHAN INTRATER

Career BackgroundPrior to joining Ladenburg Thalmann & Co. Inc., Mr. Intrater was a Managing Director at Brenner Securities Corporation. In these capacities, he has been involved in over $2 billion of transactions over the past twelve years which include public equity and high-yield note offerings and private placements of bank debt, subordinated debt and equity in both public and private companies. Mr. Intrater also has completed numerous buy and sell side merger advisory and debt restoring transactions. Prior to his employment in investment banking, Mr. Intrater was a Senior Vice President at BIA/Frazier, Gross & Kadlec, a nationally known communications industry valuation firm.

EducationB.A., University of PennsylvaniaM.B.A., Vanderbilt University

Selected Transaction Experience Financial Advisor to Segovia, Inc. in its $15 million senior notes offering Financial Advisor to Phonetel Technologies in its $330 million merger with Davel Communications Sole Placement Agent in a $25 million senior debt placement for Telebeam Telecommunications Financial Advisor to Aquis Communications in its $36 million senior debt offering $15 million follow-on offering for Benihana, Inc. Financial Advisor to dick clark productions, Inc. in its $140 million acquisition by Mosaic Media Group Financial Advisor to Saber Communications, Inc. in its $38.7 million equity placement with Nextel Financial Advisor to Phonetel Technologies in its $125 million senior debt offering Financial Advisor to Phonetel Technologies, Inc. in its $76 million debt restructuring Financial Advisor to USA Mobile Communications, Inc. in its $40 million acquisition by Premiere Page Inc. $70 million senior debt offering for Lanser Wireless Inc. $125 million senior debt offering for USA Mobile Communication, Inc.

Investment Banking Home Our Professionals

Page 15: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

MANAGING DIRECTOR – STEVE KAPLAN

Career BackgroundMr. Kaplan has worked in the financial community for over fifteen years and has substantial experience advising companies in a variety of industries. Prior to joining Ladenburg Thalmann & Co. Inc., Mr. Kaplan was Co-Founder of River Capital Partners, a healthcare investment banking boutique. Prior to forming River Capital Partners, Mr. Kaplan spent three years with Prudential Securities where he was a Vice President in Health Care Investment Banking and three years as a Vice President in the Corporate Advisory Group of Jefferies & Company. During his tenure with these firms, Mr. Kaplan primarily focused on the health care industry, though he completed transactions in the technology, retailing, and financial services industries. Mr. Kaplan's background also includes three years as a Manager in the Corporate Finance Group of Deloitte & Touche, where he primarily focused on performing due diligence reviews related to acquisition transactions and four years as an auditor with Price Waterhouse. Mr. Kaplan has completed over 30 transactions including private placements, initial and follow-on offerings, M&A and restructurings.

EducationB.B.A. cum laude, Accounting, Babson College M.B.A., The University of North CarolinaC.P.A.

Selected Transaction Experience Financial Advisor to AMD Pharmacy in its sale to CVS/Procare Financial Advisor to Capital Z Partners in its $100 million investment in Brookdale Assisted Living Financial Advisor to FoxMeyer Health Corporation in its acquisition of ScripCard Enterprises $465 million secondary offering for Health & Retirement Property Trust $56.7 million secondary offering for Pathogenesis Corp. Financial Advisor to River Oaks Imaging and Diagnostics in its $80 million sale to The CapStreet Group $175 million preferred stock offering for Meditrust Corporation $100 million high yield offering for Prime Medical ServicesInvestment Banking Home Our Professionals

Page 16: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

VICE PRESIDENT – WILLIAM “TRIPP” MURRAY III

Career BackgroundPrior to joining Ladenburg Thalmann & Co. Inc., Mr. Murray worked for TM Capital Corp., a boutique investment banking firm located in New York and Atlanta, focusing on mergers & acquisitions for middle market clients. Prior to TM Capital, Mr. Murray worked for Oppenheimer & Co. (formerly Fahnestock & Co.) as an Analyst focusing on public equity offerings. He started his career at PriceWaterhouseCoopers, as a Financial Consultant in their Financial Advisory Services Group, focusing on corporate recoveries and bankruptcy work.

EducationB.S. cum laude, Finance & Investments, Babson CollegeM.B.A., Fordham University [Candidate]

Selected Transaction Experience Lead Manager in a $20 million initial public offering for Ready Mix, Inc. Sole-Manager in a $14 million follow-on offering for Environmental Power Corporation Placement Agent in a $10.4 million private placement for Castle Brands Inc. Financial Advisor to Segovia, Inc. in its $15 million senior notes offering Lead Manager in a $47.4 million initial public offering for Web Street, Inc. Co-Manager in a $34.2 million initial public offering for EDGAR Online, Inc. Co-Manager in a $169.9 million follow-on offering for Cima Labs, Inc. Financial Advisor to IFR Systems, Inc. in its $60 million merger with Aeroflex Inc. Financial Advisor to Zartic, Inc. in its $27.5 million refinancing

Investment Banking Home Our Professionals

Page 17: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

ANALYST – MARTIN DOLFI

Career BackgroundPrior to joining Ladenburg Thalmann, Mr. Dolfi worked for NatCity Investments, Inc., a financial advisory firm focusing on high net worth clients.

EducationB.B.A., Finance and Commercial Law, Western Michigan University

Selected Transaction Experience Delivered a fairness opinion to Cogdell Spencer Advisors Inc. in its REIT consolidation transaction Lead Manager in a $20 million initial public offering for Ready Mix, Inc. Sole-Manager in a $14 million follow-on offering for Environmental Power Corporation Placement Agent in a $10.4 million private placement for Castle Brands Inc. Financial Advisor to Segovia, Inc. in its $15 million senior notes offering

Investment Banking Home Our Professionals

Page 18: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

SELECTED RECENT PUBLIC OFFERINGS

Investment Banking Home Available Services

CABG Medical, Inc.

$34,787,500

Initial Public Offering of Common Stock

Acted as Co-Manager for CABG Medical, Inc.

6,325,000 Shares$5.50 Per Share

CABG Medical, Inc.

$34,787,500

Initial Public Offering of Common Stock

Acted as Co-Manager for CABG Medical, Inc.

6,325,000 Shares$5.50 Per Share

RMR F.I.R.E Fund

$42,550,000

Initial Public Offering of Common Stock

Acted as Co-Manager for RMR F.I.R.E Fund

1,702,000 Shares$25.00 Per Share

RMR F.I.R.E Fund

$42,550,000

Initial Public Offering of Common Stock

Acted as Co-Manager for RMR F.I.R.E Fund

1,702,000 Shares$25.00 Per Share

Below are recent equity and debt offerings to the public in which Ladenburg Thalmann & Co. Inc. acted as Sole or Co-manager

$15,000,000

Acted as Placement Agent forViragen, Inc.

Viragen, Inc.

Common Stock

$15,000,000

Acted as Placement Agent forViragen, Inc.

Viragen, Inc.

$15,000,000

Acted as Placement Agent forViragen, Inc.

Viragen, Inc.

Common Stock

$42,000,000

Acted as Placement Agent forAPA Optics, Inc.

APA Optics, Inc.

Common Stock

$42,000,000

Acted as Placement Agent forAPA Optics, Inc.

APA Optics, Inc.

$42,000,000

Acted as Placement Agent forAPA Optics, Inc.

APA Optics, Inc.

Common Stock

$11,800,000

Follow-On Offering

Lead Manager

$11,800,000

Follow-On Offering

Lead Manager

1,000,000 Shares

$3,612,000

Secondary Public Offering

Sole Manager

$3,612,000

Secondary Public Offering

Sole Manager

4,000,000 Shares

ENVIRONMENTAL POWER

CORPORATION

$13,750,000

Public Offering of Common Stock

Acted as Sole Manager for Environmental Power Corporation

2,500,000 Shares$5.50 Per Share

ENVIRONMENTAL POWER

CORPORATION

$13,750,000

Public Offering of Common Stock

Acted as Sole Manager for Environmental Power Corporation

2,500,000 Shares$5.50 Per Share

READY MIX, INC.

$19,607,500

Initial Public Offering of Common Stock

Acted as Lead-Manager for Ready Mix, Inc.

1,782,500 Shares$11.00 Per Share

READY MIX, INC.

$19,607,500

Initial Public Offering of Common Stock

Acted as Lead-Manager for Ready Mix, Inc.

1,782,500 Shares$11.00 Per Share

Page 19: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

SELECTED RECENT PRIVATE PLACEMENTS

Investment Banking Home Available Services

BDC LLC d/ b/ a

NEWYORKCITY PUBLIC

TELEPHONE COMPANY

12.5% Senior Secured Notes

Undersigned acted as Sole Placement Agent for BDC LLC d/b/a New York Public Telephone Company

$1,790,000

BDC LLC d/ b/ a

NEWYORKCITY PUBLIC

TELEPHONE COMPANY

12.5% Senior Secured Notes

Undersigned acted as Sole Placement Agent for BDC LLC d/b/a New York Public Telephone Company

$1,790,000

Below are recent private placement transactions of equity and debt in which Ladenburg Thalmann & Co. Inc. acted as Placement Agent

U.S. Restaurant Properties, Inc.

$5,000,000

Convertible Preferred Stock

Acted as Placement Agent for U.S. Restaurant Properties, Inc.

U.S. Restaurant Properties, Inc.

$5,000,000

Convertible Preferred Stock

Acted as Placement Agent for U.S. Restaurant Properties, Inc.

Onstream Media Corporation

$8,500,000

Senior Secured Convertible Notes and Convertible Preferred Stock

Acted as Placement Agent for Visual Data, Inc.

Onstream Media Corporation

$8,500,000

Senior Secured Convertible Notes and Convertible Preferred Stock

Acted as Placement Agent for Visual Data, Inc.

$2,400,000

Common Stock & Warrants

Acted as Placement Agent

North Country BBQ Ventures, Inc.

$2,400,000

Common Stock & Warrants

Acted as Placement Agent

North Country BBQ Ventures, Inc.

U.S. Restaurant Properties, Inc.

$4,000,000

Convertible Preferred Stock

Acted as Placement Agent for U.S. Restaurant Properties, Inc.

U.S. Restaurant Properties, Inc.

$4,000,000

Convertible Preferred Stock

Acted as Placement Agent for U.S. Restaurant Properties, Inc.

iCAD, Inc.

$6,750,000

Common Stock

Acted as Placement Agent for iCAD, Inc.

iCAD, Inc.

$6,750,000

Common Stock

Acted as Placement Agent for iCAD, Inc.

Castle Brands Inc.

$10,400,000

Series C Convertible Preferred Stock

Acted as Placement Agent for Castle Brands Inc.

1,300,000 Shares$8.00 Per Share

Castle Brands Inc.

$10,400,000

Series C Convertible Preferred Stock

Acted as Placement Agent for Castle Brands Inc.

1,300,000 Shares$8.00 Per Share

SEGOVIA, INC.$15,000,000 Senior Notes

The undersigned acted as financial advisor to Segovia, Inc. in connection with this transaction.

SEGOVIA, INC.$15,000,000 Senior Notes

The undersigned acted as financial advisor to Segovia, Inc. in connection with this transaction.

Page 20: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

U.S. Restaurant Properties, Inc.

$16,000,000

Convertible Preferred Stock

Acted as Placement Agent for U.S. Restaurant Properties, Inc.

U.S. Restaurant Properties, Inc.

$16,000,000

Convertible Preferred Stock

Acted as Placement Agent for U.S. Restaurant Properties, Inc.

Nab Construction Corporation

$3,300,000

Senior Secured Notes

Acted as Financial Advisor and Arranged the Private Placement for Nab Construction Corporation

Nab Construction Corporation

$3,300,000

Senior Secured Notes

Acted as Financial Advisor and Arranged the Private Placement for Nab Construction Corporation

The Cannery Hotel and Casino, LLC

$11,905,000

Senior Subordinated Term Loan Facility

Acted as Financial Advisor and Arranged the Private Placement for Cannery Hotel and Casino, LLC

The Cannery Hotel and Casino, LLC

$11,905,000

Senior Subordinated Term Loan Facility

Acted as Financial Advisor and Arranged the Private Placement for Cannery Hotel and Casino, LLC

SELECTED RECENT PRIVATE PLACEMENTS

Investment Banking Home Available Services

BioTime, Inc.

$2,075,119

Common Stock

Initiated the Transaction and Acted as Placement Agent for BioTime, Inc.

BioTime, Inc.

$2,075,119

Common Stock

Initiated the Transaction and Acted as Placement Agent for BioTime, Inc.

Wendy’s International, Inc.

$225,000,0006.20% Senior Note due 2014

Goldman, Sachs & Co.

Banc One Capital Markets, Inc. JP Morgan Morgan Stanley

Bear, Stearns & Co. Inc. Credit Suisse First Boston Fleet Securities, Inc.

Ladenburg Thalmann & Co. Inc. Lehman Brothers

Wendy’s International, Inc.

$225,000,0006.20% Senior Note due 2014

Goldman, Sachs & Co.

Banc One Capital Markets, Inc. JP Morgan Morgan Stanley

Bear, Stearns & Co. Inc. Credit Suisse First Boston Fleet Securities, Inc.

Ladenburg Thalmann & Co. Inc. Lehman Brothers

$6,000,000

Common Stock & Warrants

Acted as Placement Agent forUnited Energy Corporation

$6,000,000

Common Stock & Warrants

Acted as Placement Agent forUnited Energy Corporation

$22,500,000

Common Stock & Warrants

Acted as Placement Agent forIMPCO Technologies, Inc.

22,500,000 Private Transaction

$22,500,000

Common Stock & Warrants

Acted as Placement Agent forIMPCO Technologies, Inc.

22,500,000 Private Transaction

$20.5 million Acquisition by

TLC Casino Enterprises, Inc.

Acted as Financial Advisor and Placed Acquisition Debt Financing

$20.5 million Acquisition by

TLC Casino Enterprises, Inc.

Acted as Financial Advisor and Placed Acquisition Debt Financing

Below are recent private placement transactions of equity and debt in which Ladenburg Thalmann & Co. Inc. acted as Placement Agent

Page 21: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

SELECTED RECENT PRIVATE PLACEMENTS

Investment Banking Home Available Services

$14,000,000

Common Stock

Acted as Placement Agent forAVANT Immunotherapeutics, Inc.

$14,000,000

Common Stock

Acted as Placement Agent forAVANT Immunotherapeutics, Inc.

$11,000,000

Common Stock & Warrants

Acted as Placement Agent forMicrovision, Inc.

$11,000,000

Common Stock & Warrants

Acted as Placement Agent forMicrovision, Inc.

$8,000,000

Common Stock

Acted as Placement Agent forAriad Pharmaceuticals

$8,000,000

Common Stock

Acted as Placement Agent forAriad Pharmaceuticals

CellPoint, Inc.

$10,000,000

Convertible Notes

210,256 Warrants

Acted as Placement Agent forCellPoint, Inc.

CellPoint, Inc.

$10,000,000

Convertible Notes

210,256 Warrants

Acted as Placement Agent forCellPoint, Inc.

$18,500,000Common Stock & Warrants

$6,500,000Common Stock & Warrants

Acted as Placement Agent forVisage Technology, Inc

$18,500,000Common Stock & Warrants

$6,500,000Common Stock & Warrants

Acted as Placement Agent forVisage Technology, Inc

Below are recent private placement transactions of equity and debt in which Ladenburg Thalmann & Co. Inc. acted as Placement Agent

MDU Resources Group, Inc.

$10,000,000

Price $27.8995 per share

Acted as Placement Agent forMDU Resources Group, Inc.

Common Stock

MDU Resources Group, Inc.

$10,000,000

Price $27.8995 per share

Acted as Placement Agent forMDU Resources Group, Inc.

Common Stock

58,429 Shares

BEI Medical Systems

has been sold to

Radius Ventures

Convertible Preferred StockPrice $1.875 per share

Acted as Placement Agent forBEI Medical Systems

BEI Medical Systems

has been sold to

Radius Ventures

Convertible Preferred StockPrice $1.875 per share

Acted as Placement Agent forBEI Medical Systems

2,228,890 Shares

$5,817,500

Acted as Placement Agent forGuilford Pharmaceuticals

Common Stock

$5,817,500$5,817,500

Acted as Placement Agent forGuilford Pharmaceuticals

Common Stock

Page 22: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

General Magic, Inc.

$45,000,000

Acted as Placement Agent forGeneral Magic, Inc.

Common Stock

General Magic, Inc.

$45,000,000

Acted as Placement Agent forGeneral Magic, Inc.

General Magic, Inc.

$45,000,000

Acted as Placement Agent forGeneral Magic, Inc.

Common Stock

SELECTED RECENT PRIVATE PLACEMENTS

Investment Banking Home Available Services

$8,000,000Convertible Debentures

$3,000,000Common Stock & Warrants

Acted as Placement Agent forPharmos Corporation

Pharmos Corporation

$8,000,000Convertible Debentures

$3,000,000Common Stock & Warrants

Acted as Placement Agent forPharmos Corporation

$8,000,000Convertible Debentures

$3,000,000Common Stock & Warrants

Acted as Placement Agent forPharmos Corporation

Pharmos CorporationA.B. Watley, Inc.

$15,000,000

Acted as Placement Agent forA.B. Watley, Inc.

Common Stock

A.B. Watley, Inc.

$15,000,000

Acted as Placement Agent forA.B. Watley, Inc.

A.B. Watley, Inc.

$15,000,000

Acted as Placement Agent forA.B. Watley, Inc.

Common Stock

Generex Biotechnology, Inc.

$50,000,000

Acted as Placement Agent forGenerex Biotechnology, Inc.

Common Stock

Generex Biotechnology, Inc.

$50,000,000

Acted as Placement Agent forGenerex Biotechnology, Inc.

Generex Biotechnology, Inc.

$50,000,000

Acted as Placement Agent forGenerex Biotechnology, Inc.

Common Stock

$15,000,000

2,683,000 Shares

Acted as Placement Agent fornStor Technologies, Inc.

nStor Technologies, Inc.

Common Stock

$15,000,000

2,683,000 Shares

Acted as Placement Agent fornStor Technologies, Inc.

nStor Technologies, Inc.

Common Stock

$1,800,000

Acted as Placement Agent forCyRx Corporation

CyRx Corporation

Common Stock & Warrants

$1,800,000

Acted as Placement Agent forCyRx Corporation

CyRx Corporation

$1,800,000

Acted as Placement Agent forCyRx Corporation

CyRx Corporation

Common Stock & Warrants

$25,000,000

Acted as Placement Agent forBrook Mays Music Company

Brook Mays Music Company

Series A Preferred Stock

$25,000,000

Acted as Placement Agent forBrook Mays Music Company

Brook Mays Music Company

$25,000,000

Acted as Placement Agent forBrook Mays Music Company

Brook Mays Music Company

Series A Preferred Stock

Juno Online

$125,000,000

Acted as Placement Agent forJuno Online

Common Stock

Juno Online

$125,000,000

Acted as Placement Agent forJuno Online

Juno Online

$125,000,000

Acted as Placement Agent forJuno Online

Common Stock

Below are recent private placement transactions of equity and debt in which Ladenburg Thalmann & Co. Inc. acted as Placement Agent

Page 23: THE INVESTMENT BANKING GROUP Ladenburg Thalmann & Co. Inc. is one of the oldest investment banks serving clients for over the past 125 years. Ladenburg.

SELECTED RECENT FINANCIAL ADVISORIES FOR M&A TRANSACTIONS

Investment Banking Home Available Services

Below are recent transactions in which Ladenburg Thalmann & Co. Inc. acted as Financial Advisor

iCAD, Inc.

Acted as Financial Advisor and provided a Fairness Opinion to the Board of Directors of iCAD, Inc.

has acquired

Qualia Computing, Inc.

iCAD, Inc.

Acted as Financial Advisor and provided a Fairness Opinion to the Board of Directors of iCAD, Inc.

has acquired

Qualia Computing, Inc.

Cedar Income Fund, Ltd.(n.k.a. Cedar Shopping Centers, Inc.)

The undersigned acted as Financial Advisor and provided two Fairness Opinions to the Special Committee of the Board of Directors of Cedar Income Fund, Ltd, for an internalization acquisition and an OP unit buyback.

has acquired it advisor for $15 million and repurchased $9 million of OP Units

Cedar Income Fund, Ltd.(n.k.a. Cedar Shopping Centers, Inc.)

The undersigned acted as Financial Advisor and provided two Fairness Opinions to the Special Committee of the Board of Directors of Cedar Income Fund, Ltd, for an internalization acquisition and an OP unit buyback.

has acquired it advisor for $15 million and repurchased $9 million of OP Units

Pharmaceutical Formulations, Inc.

Acted as Financial Advisor and provided Merger and Acquisition Services for Pharmaceutical Formulations, Inc..

has acquired

Konsyl Pharmaceuticals, Inc.

Pharmaceutical Formulations, Inc.

Acted as Financial Advisor and provided Merger and Acquisition Services for Pharmaceutical Formulations, Inc..

has acquired

Konsyl Pharmaceuticals, Inc.

Hersha Hospitality Trust

Acted as M&A Advisor to Hersha Hospitality Trust

Up to $65,000,000 Strategic Investment by

CNL Financial Group, Inc.

Hersha Hospitality Trust

Acted as M&A Advisor to Hersha Hospitality Trust

Up to $65,000,000 Strategic Investment by

CNL Financial Group, Inc.

Acted as Financial Advisor and provided a Fairness Opinion to the Board of Directors of Scientific Games Corporation and Scientific Games International, Inc.

has acquired

MDI Entertainment, Inc.

Acted as Financial Advisor and provided a Fairness Opinion to the Board of Directors of Scientific Games Corporation and Scientific Games International, Inc.

has acquired

MDI Entertainment, Inc.

New York Health Care, Inc.

Acted as Financial Advisor and provided a Fairness Opinion to the Board of Directors of

New York Health Care, Inc.

has sold its New Jersey Division to

A Subsidiary of

Accredited Health Services, Inc.

New York Health Care, Inc.

Acted as Financial Advisor and provided a Fairness Opinion to the Board of Directors of

New York Health Care, Inc.

has sold its New Jersey Division to

New York Health Care, Inc.

Acted as Financial Advisor and provided a Fairness Opinion to the Board of Directors of

New York Health Care, Inc.

has sold its New Jersey Division to

A Subsidiary of

Accredited Health Services, Inc.

NextCare Urgent Care, Inc.

Acted as Financial Advisor to NextCare Urgent Care Inc.

has acquired

A Subsidiary of

Beverly Enterprises, Inc.

NextCare Urgent Care, Inc.

Acted as Financial Advisor to NextCare Urgent Care Inc.

has acquired

A Subsidiary of

Beverly Enterprises, Inc.

Cogdell Spencer Advisors Inc.

Provided a Fairness Opinion to

Cogdell Spencer Advisors Inc.

Fairness Opinion

Real Estate Investment Trust Consolidation Transaction

Cogdell Spencer Advisors Inc.

Provided a Fairness Opinion to

Cogdell Spencer Advisors Inc.

Fairness Opinion

Real Estate Investment Trust Consolidation Transaction