ESOP Repurchase Liability and Liquidity

CONFIDENTIAL
ESOP Repurchase Liability and Liquidity
Presented to:
ESCA
September 20, 2007
Discussion Topics
¾ Brief Introduction to AWC – Yucaipa
¾ Evolution of Thinking about ESOP Repurchase Liability
¾ The primary ways Company can handle repurchased shares
z Redemption vs Recycle vs ESOP Investing
¾ Valuation Methods for Repurchase Liability
z Capitalization of Cash Flow
z My own perpetuity formula
¾ Case Studies of Redemption vs Recycling
¾ Appendix: Additional Information on AWC‐Yucaipa
CONFIDENTIAL © American Working Capital, LLC 2

Evolution of Thinking About Valuation and
“Repurchase Liability”
¾ Views on Repurchase Liability have evolved over time, from:
z Let’s just get the deal done
z Doesn’t affect me until ESOP debt repaid, so do I need to plan for it?
z Liquidity is the only issue, not valuation
z Maybe we should try to project it
z Maybe it affects my valuation too
¾ Until finally, some companies are asking:
“Is this ESOP structure really sustainable?”

But All Companies have a Repurchase Liability so
Why Are ESOP Companies Different?
¾ Private Non‐ESOP companies
z Repurchase Liability is typically lumpy
z Large blocks (or whole company) are bought upon death of owner, or
sale of business
z Outside capital used rather than Company‐generated cash
¾ Public companies
z Daily market trading where supply and demand move prices
z Outside capital (buyers) take care of RL
¾ Private ESOP companies
z Quarterly or Annual lumps of shares are put to Company
z Company has legal obligation to buy back shares
z S‐Corp ESOP tax advantages help some
z But in the long run, Company’s own cash flows must fund RL*
* Outside capital (like AWC‐Yucaipa) can help get over liquidity “bumps”,
or help optimize capital structure
Evolution of Thinking About Valuation and
“Repurchase Liability”
¾ Today we will give you our answers regarding ESOP
sustainability:
¾ ESOPs ARE sustainable (with a little planning)
¾ Repurchase Liability DOES impact your company’s value
¾ YOU are in control of your repurchase liability, because …
¾ Different policies will lead to dramatically different outcomes

Why Are ESOPs Sustainable Given RL Issues?
¾ Because different company policies have dramatically different
impacts on:
z Per share value
z Timing of cash payments to participants
z Company’s long‐term cash position
¾ Company can tailor its policies to meet its needs
z Tradeoffs between goals may be necessary

The Fine Print
¾ But path to ESOP sustainability may require Operating
Changes, such as:
z Recycling vs Redemption policy
z Distribution policy
z Level of benefits
¾ Or may also require Capital Structure changes:
z Transaction to go to 100% S
z Raise capital to fund:
Lumpy share repurchases
Changes to debt structure
Buyback certain groups of shareholders (Terminated employees)
¾ Proper Valuation also plays a key role in managing Repurchase
Liability and cash flows

Start with Valuation:
How Should Repurchase Liability Affect a Valuation?
¾ There are 4 Possible Valuation Effects:
1. Operating Value changes
(if is there an additional employee benefit offered)
2. Working capital (or liquidity) effects on company’s Balance Sheet
3. Number of shares outstanding may change
4. Other “subjective” effects (DLOM, discount rate, growth rate)
¾ Repurchase Liability is often addressed only through adding
a discount at end, rather than directly affecting Operating
Value
¾ In some cases (those with recycling) the valuation effect can
be addressed directly when calculating Operating Value

Valuation Effect Depends on
What Happens to Repurchased Shares
¾ There are 2 primary ways a Company can deal with
repurchased ESOP shares:
z Redeem into Treasury (meaning retire the shares)
z Recycle back to ESOP through a contribution
¾ Companies can apply either, or both, methods to repurchased
ESOP shares
¾ However, the two approaches have DIFFERENT valuation
impacts
¾ Note: There is a third method, which we’ll call “ESOP
Investing” in which the ESOP buys back the shares directly
with cash already in the plan. We’ll discuss this briefly

How Does Redemption Work?
¾ The Company repurchases ESOP shares from employees
¾ The ESOP shares are put into Treasury (Redeemed)
¾ Effects are:
z Lowers the Total value of the Company as $ paid out
z Lowers the Number of Shares outstanding
¾ Net effect is $0 change in PER SHARE value (with caveats)
Company
Share
$
Share ESOP
Exiting Participant
Valuation Impact: Redemption
¾ Redemption lowers Total company value, but has NO direct PER
SHARE valuation effect (with 2 caveats)
¾ Caveat 1 – Assuming Correct Value paid for shares
z Paying too much for shares lowers value of remaining shares (& vice
versa)
¾ Caveat 2 –Adequate Liquidity after repurchasing shares
z Company’s use of cash to buy stock might deplete Liquidity & impact:
Marketability discounts
Discount Rate selected
Growth rate expected

Example of Redemption (Facts)
¾ Assumptions:
z Equity Value = $100
z 100 shares valued at a FMV of $1.00 per share
¾ Let company redeem 10 shares for $1.00 per share
¾ What is the Post‐Redemption Price per share?

Example of Redemption (Solution)
¾ New Equity Value = $90 (=$100 ‐ $10)
¾ New Number of Shares = 90 shares
(= 100 shares ‐ 10 Redeemed)
¾ Post‐Redemption value = $90 /90 shares = $1.00 per share
¾ Value per share UNCHANGED, although Total Equity reduced
¾ If Co. overpays, then remaining shares’ value declines

How does ESOP Investing Work?
¾ The ESOP buys the share directly from the participant with ESOP cash
balance
¾ Sometimes no share is actually distributed, but rather cash and share
account balances are reallocated between exiting and remaining
participants
¾ No company involvement, no deduction on company P&L
¾ Company cash and share balance remain unchanged
Company
$
Share ESOP
Share
Exiting Participant
Valuation Impact: ESOP Investing
¾ Use of ESOP cash that has been built up through distributions has NO
direct impact on value
z Similar to Redemption in that it does NOT change the company’s operating
cost structure (no P&L impact)
z Same effect as if two third party shareholders bought/sold a share of stock
z Liquidity impact to Company of making the cash distribution to the ESOP
in the first place must be considered, just like typical valuation.
¾ Difference between ESOP Investing and Redemption is:
z Size of “pie” (=Total Equity) does NOT shrink when share bought back since
cash coming from ESOP, not Company
z Number of shares outstanding does NOT shrink since ESOP is buying the
shares, so they remain outstanding
z Difference most noticeable to SARs or Warrants that do not share in
distributions
¾ Redemptions more favorable to SARs & Warrants than ESOP Investing
using company distributions
How does Recycling work?
¾ Company repurchases shares from Employees, pays cash (or
debt, the same as for straight Redemption)
¾ Rather than retiring into Treasury, the Company contributes the
shares (or cash used to buy shares) back to ESOP
¾ Contribution is part of a deductible benefit program (up to
normal limits)
Company
Share Share Contribution

$
Share
ESOP
Exiting Participant
Valuation Impact: Recycling
¾ Recycling has a direct impact on company’s Operating Value!
(with 1 Caveat)
z Recycling (versus not recycling) changes a company’s cost structure
z Plus has all impacts listed for Redemption too (liquidity, growth, ...)
¾ Caveat 1 ‐ Benefit Substitution
z If recycling is in place of another, identically valued benefit (i.e., a
benefit substitution), then cost structure does not change

What are the Important Recycling Valuation
Issues?
¾ What is the Recycling Policy?
z Does company plan to recycle a specified
% of shares each year?
% of payroll each year?
$ value of shares each year?
¾ If policy is to recycle (into perpetuity), then recycling expense
should be capitalized when calculating operating value
¾ Bottom line: Operating Expenses are higher by the value of
recycled stock (versus no recycling case)
¾ Reduces equity value (on a per share basis this time!)

If Recycling Lowers Value, then….
¾ ITERATION occurs when an
z Output from one calculation becomes an
z Input into the same calculation (just performed a second time)
¾ In terms of Recycling, an input into Value is the Recycling
Expense
¾ But an input into Recycling Expense is Value (# shares *
Value)
¾ Therefore, Recycling causes Valuation to become an Iterative
calculation

How does this Iterative Effect Work?
¾ Assume a Company implements Recycling policy:
z Shares are recycled ==> “Costs” increase
z When Costs increase ==> Stock value falls
z When Value falls ==> “Cost” of recycling drops
z When “Costs” drop ==> Stock value rises
z Repeat forever
¾ Does it matter that the “Cost” of recycling contribution is non‐
cash?
¾ Does this iterative effect ever settle down?

Basic Facts for Recycling Example
¾ Assume Company is in a constant growth mode already & no
debt
¾ Valued by Gordon Growth formula (V = FCF * (1+g)/(r‐g)), where
z TTM Free Cash Flow (before recycling) = $8.91,
z Long Term Growth rate = 3.0%,
z Discount Rate = 12.18%
z So LTM FCF multiple = 11.22 x
¾ Company has $100 equity value
(BEFORE Recycling), and 100 shares (before repurchases)
¾ Value per share = $1.00
(before Recycling policy & repurchases considered)

Example with Recycling
¾ Now assume 2% of shares are expected to be recycled each year
¾ Let recycling assumption be into perpetuity (i.e., 2% each year
forever)
¾ Let recycled shares be in addition to all benefits included when
calculating the $100 Operating Value
¾ How is Company’s operating value & equity value changed (in
total, and per share)?

Wrong Answers on Recycling’s Effect
¾ No effect because Company’s contribution to ESOP is non‐cash
¾ Assume shares are worth the $1.00 (pre‐recycle value) and simply
capitalize recycling cost:
z FCF multiple x pre‐Recycling per share value x Recycled shares x (1 –
Tax Rate),
z 11.22 x $1.00 / share * 2 recycled shares * (1 – 0.4) = $13.46 decrease,
leaving
z Company Value = $100 ‐ $13.46 = $86.54, or
$0.865 / share
z This is inconsistent, for why would you expense & capitalize a recycled
share @ $1.00 (used as input) while calculating the share was worth only
$0.86 (the operating value output)?
z Also, this ignores effect of cash paid out to repurchase stock (remember
redemption example, company equity value = Op. Value – Cash Paid)
Our Answer on Recycling’s Effect
¾ Need to consider iterative effect of recycling’s cost on value
¾ If we take the $0.865 / share answer from prior page, and plug
into same method, we get a new answer:
z 11.22 x $0.865 / share * 2 recycled shares * (1 – 0.4) = $11.646 decrease

in total operating value, leaving
z Co. Value = $100 ‐ $11.646 = $88.35, or $0.884 / share
z Difference between new price Input ($0.865), and price Output
($0.884) is much reduced (less than 2¢ / share difference now, versus
13¢ before)
z We can repeat iterations until we find point where Input = Output =
$0.881. This is the Operating Value (before considering WC effects)

Now Adjust for Cash Paid Out for Stock
¾ As with pure Redemptions, we also need to account for the fact that the
Company will have less cash after repurchasing stock
¾ Once again, calculations are iterative, where the revised per share value is
used to calculate the operating value impact of recycling
z 11.22 x $0.872 / share * 2 recycled shares * (1 – 0.4) = $11.74 decrease in operating
value,
z Co. Operating Value = $100 ‐ $11.74 = $88.26, less $1.74 paid out for stock, plus $0.70
saved in taxes because of the recycling expense, gives $87.21, or $0.872 / share
z Note, Price Output = Price Input, now after considering WC effects on value
Equity Value Calculation Incl. Recycling & Cash Effect of
Share Repurchases
Operating Value w/out Recycling $ 100.00

Less Operating Effect of Recycling Cost $ (11.74)
Operating Value WITH Recycling $ 88.26
Less Cash Paid for Repurchase $ (1.74)
Plus Tax Savings from Recycling $ 0.70
Equity Value WITH Recycling $ 87.21
Shares 100.00
Price / Share $ 0.872
Alternative Valuation Method:
My Own Formula for Recycling
¾ New formula can adjust the Operating Value to include
cost of recycling shares
¾ Perpetuity formula
¾ Assumes constant:
z Growth rate of cash flows
z % of total shares put back to Company & recycled each yr
z Discount rate
z Tax Rate

Perpetuity Formula for Recycling
¾ Formula adjusts the Operating Value to include cost of
recycling shares
¾ Needs only 5 Inputs:
z V = Operating Value (without recycling)
z “g” = long term growth (per DCF)
z “r” = discount rate (per DCF)
z “Tax” = marginal tax rate
z “R” = Percent of total co. stock recycled each year into perpetuity
¾ Operating Value including recycling
= V / [1 + R * (1 ‐ Tax) * (1 + g) / (r ‐ g)]

How to Use the New Formula
¾ Assume a company has an Operating Value, before
accounting for Recycling, of $10 million
¾ Other assumptions:
z 50% ESOP owned company
z % of ESOP shares assumed repurchased & recycled
= 4 % / yr
z Discount rate = 12.18 %
z LT Growth = 3.0 %
z Tax Rate = 40 %

Solution
¾ The only trick is to calculate R since it is not directly given
z R = 50% * 4% = 2.0% (of Total Co. shares)
¾ Applying the formula, the Operating Value incl.
Recycling is:
Operating Value = V / [1 + R * (1 ‐ Tax) * (1 + g) / (r ‐ g)]
= $10 million * 1 / [1 + 0.02 * (1 ‐ 0.4) * (1+0.03)/(0.1218 ‐ 0.03)]
= $10 million * 88.14 %
(this shows the effect of recycling as a percentage factor)
= $8.814 million
¾ This valuation effect for recycling (88.1% factor) agrees with
conclusion on p. 26 (iterating & capitalizing CF incl. recycling)
¾ In this case, recycling reduces Operating Value by almost 12%

Take Away Conclusions
¾ Repurchase of ESOP shares always has a cash (or liquidity)
impact, whether or not it also has an effect on Operating
Value
¾ Valuation effect of repurchase liability depends on company
policies:
z Redemption of stock reduces total equity value, but NOT per share
value
z Recycling reduces both total value and per share value
z Working capital position (and projected WC positions) affects value
of shares, and thus cost of repurchase liability
¾ Recycling affects Operating Value of company (unless it is a
benefit substitution)
¾ Valuation impact of Recycling is Iterative
Now A Few Simplified Examples:
Case 1
All Shares are Redeemed

100% S-Corp ESOP

Base Case (Case 1) Operating Assumptions
¾ The Cases use the following Base Case assumptions (which
will be explicitly changed one by one):
z Valuation Date = 12/31/06
z 3% Revenue and EBITDA growth (before ESOP expense)
z 100% ESOP owned S Corporation
z Redeems all stock (Recycles no stock)
z Begins with no excess WC
z 100 (million) shares outstanding
z “Puts” begin in 2009, after ESOP Note is fully repaid
¾ The following slides present how several important variables
would be projected to vary over time, such as:
z Equity Value (both per share and total company value)
z Company Cash Balance
z Employee’s Account Balances

Case 1 - Shares “Put” to the Company
¾ Assumptions to calculate “puts” were: (1) Leveraged ESOP
installed in 2002; (2) Allocations of stock between 2002 – 2010
(when ESOP loan repaid); (3) No “puts” until after ESOP loan
repaid; and (4) 5% of each year’s allocation is ready to be put each
year Total Shares Projected to be "Put" By Employees, by Year
(Shares in millions)
25.00
20.00
Number of Shrs per Year
15.00
10.00
5.00
0.00
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Case 1 - Shares Outstanding
¾ An important variable influencing share price is how many shares are outstanding.
¾ Redemption of “puts” beginning in 2009 causes number of outstanding shares to
drop
¾ Chart below also shows various groups that own shares (Current Employees vs.
Terminated Employees vs. Unallocated)
Number of Shares and Ownership
100.0
80.0
Shares (in Millions)
60.0
40.0
20.0
0.0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Current Non-ESOP Shares Unallocated ESOP Shares Terminated

Case 1 – Total Equity Value
¾ The Base Case projections (3% growth), coupled with cash payments required to satisfy
“puts”, leads to the following Total Equity values for the Company over time.
¾ We see a drop in Total Equity value in 2009 after “puts” begin (since loan repaid in 2009)
¾ Drop in later years is the result of the repurchase obligation, as larger % of Company
bought back from departing employees, and Company borrows money to fund
Total Market Equity of Company

($ in Millions)
$250
Total Market Equity Value ($ in Millions)
$200
$150
$100
$50
$0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Case 1 – Per Share Value
¾ Combining the previous two slides, we see that the decline in number of
shares is faster than the decline in Total Equity value, which leads to …
¾ A rapidly increasing per share stock price (14.5% CAGR)
¾ Higher stock prices increase cost of each future share “put” to the company
PER SHARE Stock Price
$16.00
$14.00
$12.00
$10.00
$8.00
$6.00
$4.00
$2.00
$0.00
06
07
08
09
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
Case 1 – Company Cash Balance
¾ Company Cash balance reflects the impact of:
1. Operating cash flow generated;
2. Tax Savings from S‐Corp status
3. Cash outflows from buying back shares “put” to Company. Total $ paid for “puts” (thru
2025) = $450M
¾ Company begins to pay for repurchases with borrowed money (shown here as a
negative cash balance) Company's Cash Balance
($ in millions)
$150.0
$125.0
Cash Balance ($ in millions)
$100.0
$75.0
$50.0
$25.0
$0.0
25
23
24
22
11
12
13
14
15
16
17
18
19
20
21
10
08
09
07
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
($25.0)
($50.0)

($75.0)
Case 1 – How do Different Employee Groups
Fare?
¾ Current Employees (who get out in near term) fare well,
¾ But Future employees (those who begin after all ESOP loan is repaid in
2009) get NO share allocations.
ESOP Account Balance Values ($000's) Comparing Current ("Haves") v.
Future ("Have Nots") v. Terminated
$2,500
Value of Account Balances ($000's)
$2,000
$1,500
$1,000
$500
$0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Future Employees ('Have Nots') (Begins 2013) Current Employees ('Haves') Terminated in 2005

Case 1 – Discussion of Redemption Results
¾ Number of shares outstanding drops as shares “put” are Redeemed
¾ Price per share escalates with declining share base
¾ Company begins to rely on debt (i.e., running negative cash
balances)
¾ Current employees appear to fare well (if they leave while
Company can afford to pay)
¾ Creates “Haves” (those employed before 2008) and “Have Nots”
(Future employees beginning after 2008)
¾ Future employees get no ESOP participation
¾ Conclusion: Situation of using ONLY Redemptions appears
unsustainable in the long term, despite S‐Corp tax benefits.

Case 2
All Shares Are Recycled

100% S-Corp ESOP

Case 2 Operating Assumptions
Assumptions Held Constant (i.e., same as Base Case)
¾ S‐Corp 100% ESOP owned Company
¾ Valuation Date = 12/31/06
¾ 3% Revenue and EBITDA growth (before ESOP expense)
¾ Begins with no excess WC
¾ 100 (million) shares outstanding
¾ “Puts” begin in 2008, after ESOP Note is fully repaid
Assumptions Changed for this Case 2:
¾ Company Recycles 100% of all shares “put”
¾ This recycling is an additional benefit (i.e., no benefit
substitution going on)

Case 2 - Shares “Put” to the Company
¾ Used same assumptions to calculate “puts” as for Case 1
¾ Plus assumed 5% of each “tranche” of recycled shares would be put each yr
¾ Therefore, “puts” are higher when Recycling than when Redeeming
Total Shares Projected to be "Put" By Employees, by Year
(Shares in millions)
25.00
20.00
Number of Shrs per Year
15.00
10.00
5.00
0.00
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Case 2 - Shares Outstanding
¾ With 100% Recycling, number of outstanding shares never falls (remains at 100)
¾ There are about 10x as many shares outstanding by 2024 compared to Case 1
(100% Redemption) Number of Shares and Ownership
100.0
80.0
Shares (in Millions)
60.0
40.0
20.0
0.0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Current Non-ESOP Shares Unallocated ESOP Shares Terminated

Case 2 – Total Equity Value
¾ Total Equity value today is significantly reduced versus Redemption Case
because of accounting for Recycling cost as part of Company’s Operating
expenses
¾ However, long‐term trend is now up (versus down in Redemption Cases)
Total Market Equity of Company
($ in Millions)
Total Market Equity Value ($ in Millions)
$300
$250
$200
$150
$100
$50
$0
06
07
08
09
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
Case 2 – Per Share Value
¾ Per share price for future years is lower than in Redemption Cases because:
1. More shares are outstanding; and
2. More Recycling cost is incorporated into Operating value.
¾ However, participants have more shares because of Recycling
PER SHARE Stock Price
$3.00
$2.50
$2.00
$1.50
$1.00
$0.50
$0.00
06
07
08
09
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
Case 2 – Company Cash Balance
¾ Company Cash balance now larger because of:
(1) Tax Savings
(2) Lower share price (caused by Recycling Expense) lowers Repurchase Liability outflows
¾ Company has sufficient cash thru 2024 to pay for “puts” and cash trend
now appears stabilized
Company's Cash Balance
($ in millions)
$175.0
$150.0
Cash Balance ($ in millions)
$125.0
$100.0
$75.0
$50.0
$25.0
$0.0
06
07
08
09
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
Case 2 – How do Different Employee Groups
Fare?
¾ Current Employees still fare well (although lower balances than in
Redemption Case)
¾ But Future employees now get more ESOP allocations from Recycled shares.
¾ Future employees’ account balances appear to be growing at same rate as
Older employees’ balances.
ESOP Account Balance Values ($000's) Comparing Current
("Haves") v. Future ("Have Nots") v. Terminated
$1,000
Value of Account Balances ($000's)
$900
$800
$700
$600
$500
$400
$300
$200
$100
$0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Future Employees ('Have Nots') (Begins 2013) Current Employees ('Haves') Terminated in 2005
Conclusions
¾ We are not advocating recycling vs redemption, rather just showing
unintended consequences can result from choices today
¾ Selling an ESOP company is not the only (or best) solution to RL
¾ All ESOPs are sustainable, in spite of the Repurchase Liability, with:
¾ Proper planning,
¾ Proper capital structure,
¾ Correct valuations, and
¾ Access to capital
¾ Company management must be able to see what the consequences of
different courses of action are, then figure out how to change course to
get where they want to be

Questions?
David C. Light
(312) 244-6957 - david.light@yucaipaco.com
Richard C. May
(312) 244-6959 - dick.may@yucaipaco.com
AWC – Yucaipa
70 W. Madison, Suite 5720
Chicago, IL 60602

Appendix: AWC-Yucaipa Information
Appendix:
Additional Information on AWC‐Yucaipa

Overview of The Yucaipa Companies
¾ General Background of Yucaipa
z Los Angeles based investment company
z Founded in 1986 – 21 years of continuous operation
z Private equity investment is sole focus – no other lines of business
z 15 years of successful private investment activity prior to first traditional fund in 2001
z Currently raising 2nd fund of $2.0 billion ‐ $4.0 billion
z 60 employees / 35 investment professionals
¾ Historical Track Record
z 39.1% overall gross IRR inception‐to‐date
z Sponsored 50 transactions in excess of $30 billion in aggregate
¾ Yucaipa Investment Focus
z Control and / or significant influence investments in promising mid‐size U.S. businesses
z Direct source (non‐auction) deals, unless firm has unique advantage
z Close ties to labor offer proprietary deal flow and operations advantages
z Well‐established investor in food (grocery), distribution, logistics, retail, and consumer industries

Overview of American Working Capital
¾ General Background of AWC‐Yucaipa
z New York / Chicago AWC‐Yucaipa offices
z ESOP / worker‐friendly focus (but not exclusively)
z 7 investment professionals with over 75 years of ESOP expertise
¾ Investment Focus of AWC‐Yucaipa
z Minority or Control investments in promising mid‐size U.S. businesses
z Collaborative and proven management
z Union or Non‐union workforce
z EBITDA of $10 million or more
¾ Industries of Particular Interest
z Business Services
z Healthcare Services
z Media
z Specialty Manufacturing
z Defense / Aerospace

AWC-Yucaipa Preferred Transactions
¾ Form of Investment
z Common Equity
z Preferred Equity
z Mezzanine Debt with Warrants
¾ Transaction Opportunities
z Traditional management buyout, LBO
z Corporate divestitures
z ESOP buyout (1st Stage ESOP)
¾ Repurchase Liability issues: Help satisfy and plan for RL needs
¾ ESOP recapitalizations (2nd or later stage)
¾ Refinance Seller Notes
¾ Expansion capital
¾ Acquisition financing
Investment Focus
Flexible Investment Focus on Middle Market Companies
Transaction Focus Senior Mezzanine Equity

$500 MM Plus
Leveraged Buyouts Investment Size
$250 MM Yucaipa
Ownership Focus
$100 MM
Transitions
$75 MM
2nd Stage ESOPs AWC-Yucaipa
$50 MM Focus
Divestitures $25 MM
Less than $25 MM
Growth Capital
Expansion Capital
Acquisitions

Partnering with Existing ESOP Companies
¾ There are two primary ways we are looking to partner with existing ESOPs
Companies
¾ Provide Growth Capital
z Traditional Growth Capital
z Acquisition Capital
z Diversification/Repurchase Capital
¾ Provide Transition Capital
z Capital to fund the purchase of stock from owners in a partial ESOP transaction
z Facilitate transition to 100% S‐Corp for existing ESOP companies or new ones
z Provide liquidity by refinancing existing seller subordinated notes

AWC-Yucaipa Contact Information
AWC‐Yucaipa Contact Information
New York Office Chicago Office
350 Park Avenue, 10th Floor 70 West Madison, Suite 5720
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212.319.9380 312.244.0900
Bryce May Bryce.May@YucaipaCo.com Dick May Dick.May@YucaipaCo.com

W. Ian Laird Ian.Laird@YucaipaCo.com David Light David.Light@YucaipaCo.com
Jason Rosenthal Jason.Rosenthal@YucaipaCo.com Dan Christoffel Dan.Christoffel@YucaipaCo.com
Special Advisor: Christopher Mackin • Ownership Associates, Inc. • 617.868.4600 • cm@ownershipassociates.com

ESOP Repurchase Liability and Liquidity

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CONFIDENTIAL

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Share Share Contribution

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z 11.22 x $0.865 / share * 2 recycled shares * (1 – 0.4) = $11.646 decrease

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Operating Value w/out Recycling $ 100.00

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= V / [1 + R * (1 ‐ Tax) * (1 + g) / (r ‐ g)]

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All Shares are Redeemed

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Current Non-ESOP Shares Unallocated ESOP Shares Terminated

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Total Market Equity of Company

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All Shares Are Recycled

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Current Non-ESOP Shares Unallocated ESOP Shares Terminated

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Transaction Focus Senior Mezzanine Equity

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Bryce May Bryce.May@YucaipaCo.com Dick May Dick.May@YucaipaCo.com

Special Advisor: Christopher Mackin • Ownership Associates, Inc. • 617.868.4600 • cm@ownershipassociates.com

CONFIDENTIAL © American Working Capital, LLC 56

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