Catherine C. Gryczan Partner catherine.gryczan@faegrebd.com Contact Numbers T: +1 312 356 5098 F: +1 312 212 6501 311 S. Wacker Drive, Suite 4300 Chicago, Illinois 60606 Governance Emerging Companies & Venture Capital Cross-Border & International Transactions Private Companies Private Equity Life Sciences Tulane University Law School J.D., cum laude (1985) University of Illinois B.S. (1982) Institute for American Universities French Study Program (1980) Court Admissions U.S. District Court for the Northern District of Illinois Catherine Gryczan is a member of the firm's corporate group and life sciences team. She is experienced in M&A and other business transactions and in advising on business transition strategies. She advises clients on the full business life cycle, including entity formation, equity funding, credit facilities, operations, and sale of the company or business. Catherine has counseled a wide array of clients, including multinational medical products companies, a railcar company, an American subsidiary of a Japanese manufacturer, U.S. manufacturers with overseas operations, an innovative biotech company that produces specialty enzyme products, professional services firms, various consumer goods retailers and other privately held middle market companies. Catherine is a trusted advisor to her clients and often serves as an extension of in-house legal departments or as outside general counsel. Honors Illinois Leading Lawyers, 2007-09, 2012 Illinois Super Lawyers, 2006 and 2009 Professional Organizations American Bar Association Illinois State Bar Association Chicago Bar Association Women's Bar Association of Illinois The Entrepreneurship Institute Board Member, 2007-present Women in Bio, 2011-present Women in International Trade Director of Programming, 1990-91 (Vice President, 1993-96) Civic Activities Mt. Carmel High School Mothers' Club Board, 2013 Riverside Little League President, 2006-10; Vice President, 2011-2012; Board of Directors, 2003-2012 Riverside Junior Woman's Charity Website Chair, 2003-06; Member, 2002- present Child's Play Touring Theatre Board Member, 1989-1996; Treasurer, 1995; President, 1996-1998 Presentations Preparing a Company for Sale Maximizing Curb Appeal Panel Moderator, Faegre Baker Daniels Seventh Annual M&A Conference, October 11, 2012 Estate and Business Planning: Fail to Plan and Risk Death of Your Wealth Panel Moderator, The Entrepreneurship Institute: Chicago Presidents' Catherine C. Gryczan Professional Bio Page 1
Languages English French Symposium, October 4, 2012 Business Transition Strategies and Growing Your Business Through M&A The Entrepreneurship Institute: Chicago Presidents' Symposium, October 2011 Chicago-Kent International Law Career Day Presenter, 2011 What Path Do I Take: Acquire or Sell - Joint Ventures or Alliances The Entrepreneurship Institute: Chicago Presidents' Symposium, 2008, 2009 Realizing Opportunities in the International Arena, Presenter and Panel Moderator, The Entrepreneurship Institute: Chicago Presidents' Symposium, 2007 Hot Topics in Business Law: International Transactions Update Faculty, Illinois Institute of Continuing Legal, 2007 Publications Credit Tightening Survival Checklist Faegre Baker Daniels Corporate Finance News, Spring 2009 Enhancing the Value of Your Business: Planning Your Exit Strategy The Presidents' Symposium of Chicago, 2009 Catherine C. Gryczan Professional Bio Page 2
Contact Numbers T: +1 312 212 6542 F: +1 312 212 6501 311 S. Wacker Drive, Suite 4300 Chicago, Illinois 60606 Capital Markets & Securities Governance Mergers & Acquisitions Private Companies Private Equity Public Companies Georgetown University Law Center J.D., cum laude (2001) University of Michigan B.A., Political Science, with distinction (1997) Heather H. Manning Counsel heather.manning@faegrebd.com Heather Manning is a member of the firm's business and corporate services practice group. She represents clients in a variety of transactions, including mergers, acquisitions and divestitures, private placements of debt and equity securities as well as secured lending transactions. Heather also counsels clients with respect to corporate governance matters and day-to-day business concerns. Before joining Faegre Baker Daniels, Heather practiced at Kirkland & Ellis LLP in Chicago where she focused on the representation of public companies, private equity funds and private equity fund portfolio companies in corporate financing transactions involving the sale of securities as well as mergers, acquisitions and divestitures. She began her legal career at Cahill Gordon & Reindel LLP in New York. Honors The Tax Lawyer, 1999-2001 Executive Editor, 2000-01 Professional Organizations American Bar Association Illinois State Bar Association Publications Determining the Deductibility of Executive Compensation: Exacto Spring Corp. v. Commissioner 53 Tax Law 919, 2000 Bar Admissions New York Heather H. Manning Professional Bio Page 1
Amy C. Seidel Partner amy.seidel@faegrebd.com Contact Numbers T:+1 612 766 7769 F:+1 612 766 1600 2200 Wells Fargo Center 90 S. Seventh Street Minneapolis, Minnesota 55402 Capital Markets & Securities Emerging Companies & Venture Capital Governance Public Companies Food & Agriculture Manufacturing & Industrials Retail Life Sciences Medical Technology Health Care University of Minnesota Law School, J.D., cum laude, Minnesota Journal of Global Trade (managing editor) (1998) Gustavus Adolphus College, B.A., Dean's List, magna cum laude, Phi Beta Kappa (1995) Bar Admissions Minnesota Amy Seidel's practice involves advising public companies on SEC reporting requirements, stock exchange listing standards, executive compensation issues, disclosure issues and general corporate governance matters. She also has experience in many areas of corporate representation, including public and private securities offerings, mergers and acquisitions and general corporate counseling. Amy has authored several articles on a variety of securities law and corporate governance matters. She also speaks regularly at CLEs, bar association seminars and other community events. Amy is on the Advisory Board of thecorporatecounsel.net. Amy has been named in Chambers USA among America's Leading Lawyers for Business (Corporate/M&A) each year since 2006. Representative Clients and Transactions Representation of public companies, such as Ameriprise Financial, Inc., AV Homes, Inc., Bemis Company, Black Hills Corporation, Capella Company, Digi International Inc., Graco Inc., Hormel Foods Corporation, Polaris Industries Inc., Regis Corporation, StarTek, Inc., Target Corporation, Tennant Company, Travelers Companies, Inc., United Stationers, Inc. and Xcel Energy, Inc. in general corporate matters, SEC reporting and compliance and executive compensation. Representation of Target Corporation in its successful defense of a proxy contest waged by Pershing Square Capital Representation of Ameriprise Financial, Inc. in public offering of debt securities Representation of Bemis Company in 144A offering of debt securities and exchange offer Representation of Life Time Fitness, Inc. in its initial public offering and listing on the New York Stock Exchange Representation of private companies, including CVRx, Inc., Jasc Software, Inc. and NextNet Wireless, Inc. in general corporate matters and private financings Representation of Abbott Laboratories, Boston Scientific Corporation, Cargill, Incorporated and General Mills, Inc. in strategic investment transactions Amy regularly provides pro bono legal assistance to Milestone Growth Fund, Inc., a venture capital firm that invests in minority-owned businesses. Amy is on the Board of Advisors of the University of Minnesota Law School, where she has also served as an adjunct professor. Amy received her J.D. from the University of Minnesota Law School in 1998 and was admitted to the Minnesota Bar that same year. She was a managing editor of the Minnesota Journal of Global Trade. Amy graduated magna cum laude from Gustavus Adolphus College, where she received a B.A. in finance and a minor in political science. Amy is also a member of the Phi Beta Kappa National Honor Society. Amy Seidel Professional Bio Page 1
Honors Chambers USA: America's Leading Lawyers for Business Corporate/M&A, 2006-14 The Best Lawyers in America Corporate Law and Securities/Capital Markets Law, 2013-15 (Minnesota Securities/Capital Markets Lawyer of the Year, 2015) Finance & Commerce Top Woman in Finance, 2010 Minnesota Super Lawyers Securities & Corporate Finance, 2007-14 Minnesota Law & Politics Listed Among the Top 100 Women Minnesota Super Lawyers, 2008 Minneapolis/St. Paul Business Journal Forty Under 40, 2008 Minnesota Lawyer Up and Coming Lawyer, 2003 Amy Seidel Professional Bio Page 2