1 The Seminar Virtual : Planning Data Room. an IPO Redefined. January 28, 2010 Panel I Prepared and Presented by: Barbara L. Elias, Sales Director The Virtual Data Room. Redefined.
2 Use of Virtual Data Rooms to Accelerate Your Deal Expedite the due diligence process Optimize your exit strategy with a virtual data room Avoid the last minute fire drill leading up to the exit transaction Best approach Deploy a well-planned virtual data room 2
3 Use of Virtual Data Rooms to Accelerate Your Deal Create a companywide culture of preparedness Benefits of Early Virtual Data Room Deployment Routinely update and add information for complete disclosure Pursue multiple liquidity opportunities Gain peace of mind Strengthen control Save time and money 3
4 Virtual Data Room Features Security Control Intelligence & Compliance Service Exchange documents outside the company network with the highest encryption security Control access, printing and saving down to a single document or individual level Monitor & record access to information with real-time reports and archive services Expert account management services and 24/7 customer support Organization Access Archive and organize large volumes of information in a single location Access online from anywhere, anytime with a single password Cost Savings No hardware or software to buy, install or maintain multiple subscription levels 4
5 Full Service Offering End-to-End Account Servicing Data Room Creation Process Set-up within hours Full Service Offering available to all parties to the deal Dedicated account consultant Continued 24/7/365 help desk Redundant hosting DVD archiving 5
6 Virtual Data Room Index Typical IPO Index Financial Statements Corporate Books and Records Contracts, agreements and arrangements Insurance Employee Information balance sheet records, all past income statements, cash flow statements, tax materials, projected financial information and other financial documents incorporation statements, charter and bylaws, shareholders, qualifications and registrations, reports to shareholders, minutes of meetings, officers and directors questionnaires in connection with most recent proxy statement (for M&A of public company only) documents related to key stakeholders, such as suppliers and key customers, marketing-related contracts and agreements, material sales representative agreements, joint venture and partnership agreements list and description of all material property, casualty, liability and other insurance policies, history of all insured claims including paid, reserved and related expense amounts, loss runs for workers compensation and general liability, history of any self-insurance, loss prevention / control recommendations made by insurers, brokers or consultants organizational chart, employee benefits including bonus retirements, profit sharing, incentive compensation plans and agreements including retention agreements, agency agreements, collective bargain arrangements, etc. 6
7 Virtual Data Room Index Typical IPO Index (con t) Property and Equipment Statements Ops, Sales & Marketing Documents Incorporation statements, charter and bylaws, shareholders, qualifications and registrations, reports to shareholders, minutes of meetings, officers and directors questionnaires in connection with most recent proxy statement (for M&A of public company only) Operations, sales & marketing records and statements Legal Legal records Governmental and Compliance Matters Other Materials Lists of all material government permits and licenses, any correspondence between the company and regulatory authorities, copies of all environmental inspections, audits and other reports press releases and other media-related information 7