Tulare Local Healthcare District dba Tulare Regional Medical Center Agenda Item Board Meeting Date: October 24, 2018 Title to Appear on Agenda: Discussion and Action to approve enter Financing Agreement with Business Capital (Biz Cap) Brief Description: As the District enters its? new arrangement in which Adventist Health will be managing the Hospital and taking responsibility for its? financial operations, the District needs to make arrangements for the District's future financial operations, including development of a Bankruptcy plan. Background and Details: in order to carry out its financial responsibilities, the District will need outside financing to carry it through the first several years of operations post- Hospital opening. Budget projections reveal the need to borrow between $5 million to $8 million to bridge its' obligations until there is sufficient positive cash flow from Property Tax income, Rentals and Evolutions income, Sale of certain properties, Bankruptcy recoveries, and Lease income from Adventist Health. The District has solicited a proposal from Business Capital (Biz Cap) to arrange for finding qualified lenders. Biz Cap has extensive experience in arranging various types of financing, including loans and line-of credit facilities. El: Cap will require an exclusivity agreement, however, they have been willing to ?carve? out? various banks ancilor potential lenders with Whom the District has previously contacted. Fees will include a non-refundable Underwriting and Syndication upfront fee of $15,000, and a 3.0% Financing fee of the original loan amount, and for any additional loans made during the first 18 months of the Loan Agreement. Exhibits: Copies of the Business Capital company overview and the Financing Agreement are attached. Recommended Action: That the Board approve the Financing Agreement as outlined. BUS Innovative, Customized Liquidity Solutions Business Capital Chuck Doyle, Managing Director FINANCING AGREEMENT Erikombo, Chief Credit Of?cer Reed Upson, Vice President Prepared Exclusively For . .. Tulare Local Healthcare District October 19, 2018 Engagement I Compensation I Evaluation Material I Non-Circumvention 8L Confidentiality I Term El. Termination I Exclusivity I Miscellaneous Attachments I Anticipated Financing Timetable I Wire Transfer Instructions I Lender Carve Dut This is an Agreement for Services dated as of October 19, 2018, by and between Business Debt Solutions, Inc., a California corporation dba Business Capital (hereafter known as BIZCAP) and Tulare Local Healthcare District (hereafter known as the Company). 1. Engagement a. The Company hereby engages BIZCAP as its Financial Advisor to assist the Company in consummating transactions with lenders who are introduced by, submitted by, or have relationships with BIZCAP (such lenders referred to herein as for the purposes of providing the Company with financing (the actual financing that is obtained for the Company is referred to as the "Facility?). The Company acknowledges that BIZCAP provides, and may in the future provide, a similar or other services to persons or entities within or without the same industry as the Company, or which may be competitors of the Company during the term of this Agreement or thereafter. BIZCAP is acting as an independent contractor and is not an employee, agent, partner orjoint venture of the Company. BIZCAP makes no guaranty that any Facility will be closed or funded. 2. Compensation In consideration of services as described above and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company agrees to pay BIZCAP, the following: a. Underwriting and Svnt?tion Fee. The Company will pay BIZCAP an Underwriting and Syndication Fee upon execution of this Agreement in connection with the services being provided by BIZCAP hereonder in the amount of Twenty Five Thousand Dollars The Underwriting and Syndication Fee is a service fee that is deemed earned for information gathering, preparation and distribution of Confidential Information Memorandum referred to herein as the soliciting offers, distribution of lender documents, assistance in evaluating the offers, and assistance and support in entering into a Loan Agreement ("Loan Agreement") with a BIZCAP Lender. The Underwriting and Syndication Fee is non-refundable regardless of any expiration or termination of this Agreement. Financing Fee. For services rendered in connection with the Facility or Facilities, the Company shall pay BIZCAP a fee (the "Financing Fee?) of three percent of the total maximum amount of the Facility due and payable simultaneously with and at the time of entering into a written Loan Agreement with a BIZCAP Lender for the Consummation of the Facility as well as three percent on any incremental increase of the Facility, only if the Facility is increased in the first year and one-half (eighteen (18) months) from the date of the Loan Agreement. The Company hereby authorizes the BIZCAP Lender to use this Agreement as a directive to pay BIZCAP the full amount of any Fees from any proceeds of the Facility without any further approval by the Company. Business capital/San C. Payment Terms. All cash payments of any fees due and owing to shall be made by wire transfer to BIZCAP (see Exhibit A for Wire Transfer Instructions]. Time is of the essence with respect to payment of any and all amounts due to BIZCAP hereunder. 3. Evaluation Material The Company agrees to furnish BIZCAP and the BIZCAP Lender with any and all reasonable evaluation and due diligence material (collectively, the "Evaluation Material?), as BIZCAP or any BIZCAP Lender shall request The Company hereby, jointly and severally, represents and warrants to BIZCAP that any Evaluation Material will not contain any untrue statement of material fact, and that the Company will not omit or fail to state material facts necessary to make the Evaluation Material accurate and not misleading. 4. Non-Circumvention and Confidentiality Neither the Company nor any of the Company?s respective representatives, shareholders, officers, directors, employees, agents, advisors, consultants or attorneys (collectively, the "Representatives?) shall contact, correspond with or hold any meetings or discussions directly with, or use a third party (including, without limitation, the Company?s or any Representative's employees, agents, consultants, advisors, representatives, shareholders, officers and directors) on the Company's behalf to contact, or hold any meetings or discussions with, any BIZCAP Lender defined in section 1a, at any time during the term of this Agreement without prior written approval; provided, however, that following execution of a commitment letter between the Company and Lender, the Company may interact directly with such BIZCAP Lender. The Company acknowledges the proprietary and confidential information of BIZCAP and potential BIZCAP Lenders, and agrees, individually and on behalf of each of its Representatives, not to disclose the proprietary or confidential information of BIZCAP or any BIZCAP Lender to anyone accept as required by Federal or State law or regulation or pursuant to court order, and further agrees, subject to the preceding exceptions, to hold such information strictly confidential. BIZCAP acknowledges and accepts that the Company is a public entity subject to public disclosure and reporting requirements imposed by Federal and State law, including without limitation, California Government Code Section 54950, et seq. In the event that the Company is subject to a court order requiring the disclosure of any con?dential information, including without limitation the identity of any Lender, it shall notify BIZCAP of the need for disclosure as soon as the need arises. The Company and acknowledge that during the performance of this Agreement each may have access to one another?s confidential, proprietary or trade secret information (?Confidential Information"). Confidential Information may occur in a variety of forms, both written and oral and may include handwritten, typewritten, printed, photocopied or photographed information, and machine-readable forms such as computer disks or video and audio tape recordings. The parties agree that they will not disclose copy or use any Confidential Information, except as required in the course of performing their duties under this Agreement. This Agreement to protect Confidential information will apply both during and after the term of this Agreement. Upon completion of the engagement, the Company and BizCap may place announcements in financial and other newspapers and periodicals including publishing such information on their respective websites (such as a customary "tombstone" advertisement) describing the investment banking services provided in connection Business Capital/San FranciSCo/ConnectiCUt therewith. However, the Company shall not use the Lender?s name without BizCap?s prior written consent, and BizCap shall not use the Company?s name without its prior written consent. 5. Term and Termination This Agreement is effective as of the date hereof and shall remain in full force and effect for a period of thirty (30) days from the date executed (as set forth below] and will thereafter automatically renew for additional thirty (30) day periods unless such automatic renewal is terminated by either party in writing upon ten (10) days prior written notice to the other party; provided, however, that this Agreement may not be terminated by the Company for so long as underwriting, due diligence tasks are being performed by any BIZCAP Lender for provision of a Facility. Notwithstanding the foregoing, in the event that the Company decides to terminate the Agreement, the Financing Fee shall be due and payable in the event any Facility is provided, directly or indirectly, by any BIZCAP Lender within one (1) year of the Agreement date. 6. Exclusivity BIZCAP shall have the exclusive right to obtain the Facility for the Company as set forth in this Agreement throughout the term of this Agreement (the ?Exclusivity Period?). The Company agrees and acknowledges that, with exception of the entities identified on Exhibit to this Agreement, that BIZCAP shall be the sole and exclusive provider of financing services to the Company. The Company represents and warrants that it has dealt with no broker, finder, intermediary, investment banker, adviser, consultant or other similar party in connection with the Financing other than BIZCAP, and that ifsuch is not the case, then the Company shall be responsible for any fee due such party, and the Company hereby indemnifies BIZCAP with respect to any claims or suits brought by such party in any way related to the Financing. The Company agrees to refer to BIZCAP all inquiries related to the Facility from other lenders and intermediaries that come to the Company's attention during the term of this Agreement. 7. Miscellaneous a. This Agreement embodies the entire agreement among the parties. No modification or amendment of this Agreement shall be effective unless in writing and signed by each party to be bound thereby. b. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to the conflict of laws provisions thereof. The parties hereto hereby irrevocably and unconditionally agree that any proceeding or action taken in connection with this Agreement or arising under this Agreement or in connection herewith shall be initiated, held or taken exclusively in the courts of the State of California. c. The Company hereby, jointly and severally, represents and warrants to that the execution and delivery of this Agreement, or the performance by the Company of the transactions contemplated hereby, has been duly authorized by all requisite corporate action on behalf of the Company, and that such execution and performance does not, and shall not, violate, or cause a breach of or a default under, any other agreement or arrangement to which the Company is a party or by which its properties or assets are bound, and (ii) this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. d. The parties agree that any provision of this Agreement which is prohibited or unenforceable shall not invalidate the remaining provisions of this Agreement. Business. Capital/San Fran-clacol-Connecticu-t e. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation the Company's representations, warranties, covenants or obligations herein, the term ?Company? in this Agreement shall include all of the Company's subsidiaries and affiliates. The Company?s affiliates are deemed to include any entity or person directly or indirectly controlling, controlled by or under direct or indirect common control of the Company. For the purposes herein, "control? when used with respect to the Company, means the power to direct the management and policies of the Company, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. f. The parties agree that no failure or delay by either party in exercising any right, power, or privilege hereonder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. g. This Agreement may be executed in any number of counterparts each of which shall be an original and shall be enforceable against the parties actually executing such counterparts, all of which together shall constitute one instrument. This Agreement may be executed and made enforceable by facsimile signature delivered to the other party. h. All notices, requests, demands or other communications required or permitted under the Agreement shall be in writing and shall be deemed duly to have been given when mailed by registered or certified mail, return receipt requested, postage prepaid, or personally delivered by hand or overnight courier to: For Company: Tulare Local Healthcare District; 1255 N. Cherry #536, Tulare, CA 93274 For BIZCAP: Business Ca pital; 230 California Street, Suite 302, San Francisco, CA 94111 Communications delivered by hand or overnight courier or by facsimile shall be deemed received on the date of delivery and communications sent by registered or certified mail shall be deemed received three (3) business days after sending thereof. i. This Agreement supersedes any and all previous agreements between the parties, and constitutes the sum total of obligations between BIZCAP and the Company. IN WITNESS WHEREDF, the undersigned have duly executed this Agreement as of the date first above written. Tulare Local Healthcare District Business Debt Solutions Inc. dba Business Capital By: Bw My digital signature may be accepted as an original My digital signature may be accepted as an original Charles Doyle Title: Title: Managing Director Date: Date: Business Capital/San Franciscp(Can?eotICUt g?gp Tulare Local Healthcare District Key Dates October 22, 2018 October 22, 2013 October 29, 2018 NoVember 12, 2018 November 14, 2018 November 19, 2013 November 21, 2013 November 21, 2013 November 30, 2013 December 5, 2013 December 6, 2018 December 14, 2018 Objective Engagement Secure 3t Prepare Documentation for Lenders Distribute Confidential Information Memorandum (CIM) Term Sheets Due by 3PM EST Second Round (if desired) Term Sheets Due by 3PM EST Lender Selected Final Due Diligence Begins Final Due Diligence Ends Commitment Due by 8PM EST Documentation Begins Close St Fund I Denotes Holiday Denotes Date on Timetable Business Capital/Ba Fra noise-often nutrient Wire Exhibit: A Business Debt Solutions, Inc. I Wiring for our Account are as follows: Business Debt Solutions, Inc. 230 California Street, Suite 302 San Francisco, CA 94111 ABA Routing Numbed Account Number? Wells Fargo Bank 420 Montgomery St. San Francisco, CA 94104 I Overnight Mail Instructions Business Capital 230 California Street, Suite 302 San Francisco, CA 94111 Tel: 415?939-0970 Lender Carve Out Exhibit Wells Fargo Bank of America Bank of Sierra Citizens Business Bank CitiNational Bank KeyBanc Union Bank Northmarq Capital I NE TA TA Innovative, Customized Liquidity Soiutions FINANCING TRANSACTION Managing Director DISCUSSION ., POINTS FOR Tulare Local Healthcare District STRUCTURING COMMERCIAL FINANCE SOLUTIONS THAT . I- ARE INNOVATM, FLEXIBLE AND WE COMPLETELY CUSTOMIZED ?mm" TO SERVE OUR CLIENTS NEEDS AND OBJECTIVES 3 accn?annea -- BUSINESS la Hanna. 1- Tulare Local Healthcare District Business Capital is pleased to meet with Tula re Local Healthca re District? 5 management, board and other ltev decision makers to present our capabilities and strategic alternatives to achieve speci?c goals and objectives. Situation Overview Best in Class Execution Tulare Local Healthca re District (?Tula-ire?, or the "District"] plans to open its Ill-bed general acute ca re hospital facilitv bv October 15, 2013 following completion of the State su rvev and approval scheduled for Dctober 9, EDIE. The hospital was closed following a Chapter 9 ba nltru ptci.r ?ling which enabled Tula re to terminate certain prohibitiver expensive management contracts along with a decline in cenus. The District has agreed with Adventist Health to manage and operate the hospital effective with the approval of the State to reopen. Under this arrangement, Adventist Health has provided a SIDMM loan to fund the re-opening of the hospital and with the approval of voters on November 1" has agreed to an in itia] 5.5 vear lease with 5, 5 vear options on a long?term lease of the hospital and certain hospital related properties owned bv for $2,335,000 annually.r The initial 13 lease pavments will be applied to pav?down the SIBMM loan and beginning in the 19"? month and continuing thereafter 50% of the lease pavments will be used to repayr the loan and the balance paid to TLHC. The initial voting polls on approval of the long-term lease the hospital have been strong, and once the vote is passed Adventist Health will assume operational control of the hospital and will release all liens on the no n-a cute hospital properties that will remain in possession and managed bv the District Tula re Local Healthca re District is seeking a short term $5 lull?$3M line of credit to fund post-petition liabilities, {ii} pay for District related operating expenses and fund legal and consulting professional fees. The loan will be secured with in real estate value and is expected to be serviced from cash ?ows from their Evolution Health Club and other properties, future propertyr tax revenues and the Adventist Health Lease. Bv 2020 the hospital is forecasted to breakeven and in 2B21 a positive net income is projected. After 19 months, the additional funds sourced from the Adventist lease can be used to enable to re?nance this short term loan with a long term mortgage. After reviewing the information, Business Capital is con?dent it can secure at least in ?nancing to enable the District to maintain operations and provide needed services to its local communltv Business Capital specializes in providing customized ?nancial solutions, asset based ?nancing, growth and acquisition capital to smalli?mid? market companies across the healthca re sector Business Capital has hundreds of long term, respected relations hips at the highest level with debt providers who relv on our acumen, due diligence, underwriting sltills and experience to assist in originating, securing and funding debt transactions Business lIZIapital has the critical insight required to achieve the best possible outcome for TLHD and their stakeholders At Business Capital, we will leverage our reputation in the industry and relationships with funding sources on behalf of TLHD in order to deliver the best cost of capital and the most intelligent structure We have a 15+ 'y'EBr proven track record of success and the abilitv to drive high valuation outcomes, the best terms and best cost of capital Dur committed team is dedicated to ensuring a successful transaction for TLHD TLHD is verv important to Business Capital Business Tu [are Local Healthcare District Targeted, focused process to identify strategic lenders, position TLHD effectively and create a competitive bidding process. Phase 1 Prepa ration! nderwriting Week 1-2 I Kickoff, planning and organizational Meetings with TLH D?s management I Secure and prepare necessary documentation for lenders I Heavy front?end due diligence compresses cycle I Credit team underwrites Con?dential Information Memorandum articulates TLH D's compelling story which presents history, current situation and future prospects, highlights merits, cJa rifles risk to pique funds? interest and preclude uninformed dismissal of opportunity Phase 2 Ma rketingi' dication W?ek 2-4 I Compile a strategic list of len ders based on relationships, sweet spot and capability to deliver credit facility to TLHD I includes distributing Teasers to heighten market anticipation I Meetings, frequent dialogue with interested lending sources and TLHD I Cllv'l Presentation to targeted funding sources I Set up and provide access to virtual data room following af?rmation of interest fi?nI'dll' . .- Phase 3 Negotiation! Selection Week 4-5 . CIM timeline, benchmark dates for term sheet presentation generates sense of urgency, fosters competition among prospective funds at a predictable pace I Identify funds with serious intent by submitted term sheets I Negotiate key terms with multiple lenders and present TLHD with best term sheets - Provide with lender matrix highlighting terms and conditions and comparing critical nature of each proposal I Advise TLHD on most competitive offers, manage dialogue, further negotiations until final [e nder selected Phase 4 Due Diligenceftlose Week 5-5 I Manage through due diligence phase with freq uent dialogue and timely feed back to prevent surprises and expedite process I Er-recute de?nitive agreement I Communicate with TLHD and lender continually advancing to close and fund transaction .s '55 gt: a? ran; I tip-ti :rlzez-c if: 't (It. TA I. Who is Business Capital? Business Capital {Biz?apl is a national commercial ?nance companyr with nearlyr two decade of experience structuring and delivering customized ?nancial solutions to hvper?growth and distressed small and middle market companies nationwide. BizCap originates, underwrites and secures resourceful working capital for companies in need of immediate liquiditv, especiallvr when conventional capital sources are elusive. Our lending partners have no client acquisition and veryr little underwriting costs associated with BizCap deals, those savings are passed on to our clients. It?s an ultra?competitive process and, when BizCap navigates the market, the result is the best available cost of capital and the most intelligent structure to meet the needs of TLHD. Our Business Snapshot: Asset-based, Cash-flow, Mezzanine, Sub?debt. Growth and Acquisition Capital for lower 8: middle market businesses with credit needs from $1 million to $50 million 35 funded companies in 201? Uver $250 million funded transactions in 201? n+ Eating with the Better Business Bureau since 2002 What Sets Business Capital Apart? Business Capital originates and underwrites credit transactions from the perspective of a credit committee, Chief Lending Officer and other credit decision makers. We differentiate ourselves with our credit acumen and superior underwriting skills. Our unique combination of credit skills and high level relationships with hard to ?nd funding sources has resulted in an industrv reputation and reliance on Biz-Cap for our ability.r to objectivelv identifv the actual risk of a transaction is much less than the perceived risk, clearl'iar articulate the predictable path to consistent pro?tabilitv, and to prove up TLHD is going to be an excellent custodian of the lender?s capital. Business 'C-ap'i'ta'lfsiin Fran ciscof'tonne-ct-icut Tu la re Local Healthcare District Business Capitai?s Credit Transaction an Finance Marketing Group provide extensive deai experience, industrv expertise and customer focus. Team MemberfTitle Contact Information Transacti on Industry:r Experience Chuck Home,If Managing Director cd ovle@ bizcap.com 20+ vea rs business consulting, restructuring lit recapitalization across everv ind ustrv, situation, structure Hestructuredeecured over $1 Biilion of commercial debt BA. College of the Holv Cross Certi?ed Turnaround Professional Designation Erik IliistebolIr Chief Credit D?icer eostebo@bizcap.com 20+ years providing asset based working capital 3: structuring term debt ?nancial solutions for small,i middle market corn pa niesf venture start ups Secured over $2 Billion of business loans Finance Illinois State Universitv; nti ng Northwestern Universitv; LD. -Taft College of Law Reed Upsonftiice President rupson@bizcap.com 5+ veers banking, ?nance, credit origination underwriting Business Administration at MBA. Dominican University of California Dominic Fiandolph,?r Business Relationship 3: Credit Manager drandolph@bizcap.com 5+ years credit underwriting 8: commercial ?nancing EA. College of the Holy Cross Jen McCarthw?Marlreting Director imcca biacapcom Igears in public relations, printfonline marketing, design lit copywriting; website lit SED management B5. College of the Holy.r Cross; MS. Program - Boston Unive rsirv Curtiszccount Manager Sean D?ConnellfAnalvst ccurtis?bizcapcom soconnellt?lbizca p.corn 5+ vears managing company operations, restructuring B: ?nancing process BA. - Dccidental College BJL Bryant; double major Finance Appiied Analvt'rcs Bill-.5111 evas- -. 'B-i 1'1 3i i 11 PI Tulare Local Healthcare District Business Capital is committed to delivering value and maximizing the overall success and recapitalization experience for TLHD. Business Capital has 16 vears of experience and a track record of success across the healthcare industrv, deal tvpe, size and situation aiong with team members who have secured over 53 Billion in commercial credit. Uur industrv expertise, market place knowledge and credit acumen make us unique- .i An established brand and stellar reputation of integritv in the industrialr allows Business Capital to deal from a position of strength and leverage on behalf of TLHD. . SERVICE Dur resourcefulness, laser-like customerfocus, and broad and deep arrav of funding capabilities gives Business Capital the unique abilitv to customize and provide multi-Iavered solutions, if necessarv. Business Capital is known as unrelenting in our efforts to find . the best ?nancial solution to meet the needs of our clients. I RE 0 HIPS Business Capital cultivates strategic relationships and has a strong network of partners who relv on us and are hen e?cial to TLH D, including: bankers; alternative lenders; special opportunitvr funds; familv of?ces; hedge funds; cash-flow, asset based and mezzaninefsub?debt lenders. PARTN RSH Ii? Business Capital dedicates a team of professionals that will augment the staff of TLH in securing liquid itv, growth and acquisition capital. We view TLH as a valued partner and are totaliv dedicated to 1vour compa n19? 5 successnets to! n'ne-ot'i cu .1: I NICE-EH (21 TA. 1. Tulare Local Healthcare District At every ievel, our attention to detail ensures tangible benefit for each transaction process and focused, fast and flawless execution. Certainty TLHD is a top priority for Business Capital Uur relationships with and access to strategic funding sources is a catalyst to a successful transaction Constant communication and focus allows for a proactive and smooth transaction vast experience across the healthcare sector allows for more educated understanding and feedback Speed Constant focus, attention and commitment to TLHD and communication with our funding sources accelerates the process where appropriate Momentum, deal urgency and execution are maintained throughout process A dedicated Transaction Team actively manages the re?capitalization process from engagement to funding Intelligence Business Capital?s expertise and experience in multi-layered capital structures combined with our transaction and credit acumen enables us to understand and articulate the intricate nature of situation to structure several smart and affordable options that meet immediate and long term plans. Leverage Our thorough underwriting process and (HM presentation favorably positions TLHD with lenders and initiates a competitive process Business Capital's strong, extensive network of ?nancing partners and access to ?out-of?the-box" lending sources, further increases options, competition and drives value for TLHD Structuring and presenting several options puts TLH in a strong position to negotiate the best terms and conditions Creating leverage results in Business Capital executing an agreement that maximizes company value for TLHD Tulare Local Financing Transaction Process for Healthcaremstrict Business Capital will work with TLHD to first identify:r the right universe of lenders, strategically narrow motivated lending sources to target the most strategic ?nancing partners and finallv, negotiate with those selected to meet the speci?c needs and objectives of TLHD. -1o,uoo ?Over the last decade, Business Capital has developed business E: personal relationships with a vast network of?na ncing contacts. Ii-"Ina ncing sources are targeted for Cll'vl ma rketi ng based on capabilitv, industrv, deal ?nancing tvpe. -1u-2o '5erious lenders submit term-sheets during two rounds of presentations. . oa-s . -Business Capltad presents TLHD with matrix which compares best proposals 3i advises on further negotiations-Final Lender selected to execute agreements: due diligence while Etna! Wm Business Capital-advances processtofunding. bidders- RESULT: Selectiifinal I MAXIMUM VALUE FOR TLHD Lender BITSINESS CA Tell. A Few Financing Success A world leader and inventor of the tabletop version of professional binding, their technologv used bv government and fortune 500 companies. Faced with signi?cant capital and expenditures to update their product line, their incumbent ba hit was unable to provide additional working capital. Business Capital was able to ?.3333.? understand the complex nature of the client's situation and r? ?nancing needs to qu-Cltl'y' structure and secure an afford able multi- 1:55:31? laver credit facilitv allowing them to achieve their future plans for growth. A public companv and leader in IT solutions and services with plans to expa nd through a series of acquisitions, but unable to secure the growth capital needed. Business Capital was able to uncover and present value bevond reported ?nancial statements, package a multi-tranche solution of combined stock and debt ?nancing to secure smart capital for the tan. Err-.- I?ll TA I. A large Hotel?tesort on desirable Waikiki Beach went into Bankru ptcv, faced liquidation and was unable to ?nd a lender willing to take the risk. Business Capital was able to present the merits of a restructuring plan and potential for to structure and secure a Debtor?In-F?ossession credit facilitv. This immediate . . . cash and ongoing worlung ca pital gave the companv su l'?clent tlme .UW to become stronger through a court approved reorganization and restructuring plan. Business Capital also secured a subordinated co? investment bv an experienced hotei investment and management companv. restored vendor and customer con?dence and prevented liquidation 5: Vinvazd Acquisition S: Reca pitalization Financing PI TA I. Fm, IFIF 511m. Imam: aliasing-r Large Steel Casting Company 515300300 DIP 353 Acquisition Financing {11. PITA I. Agricultural Landecal California Ranch 5: Estate Development Water Bank sun?ower} 32,500,000 Agriculture Loan Mezzanine Loan {fit I. la MEI: GI nut: land?ll Er Conuncrcia] Practice Property Debt Restru ring a; Recapitalizatlon 51,300,000 Estate Financing (nun-nu. For more tmnsoctions and details, go to our wehsite anoint-mica?: and click on ?Representative ?nnsodions" Ill??lNl?Ih?S (1.1L I. Capabilities Overview Expertise Sen-ring Clients across a Wide Variety of Industries Including: Tech nologyr 3.: Electronics Construction Medical E: Pharmaceutical Mining Manufacturing 3; Distribution Wholesale Ev. Supply Biotech Automobilef?iircra?j Marine Food B: Beverage Retail Transportation Agriculture Industrial Franchise Real Estate *5 Printing B: Publishing Life Science, Biotech 4' Hospitality Hardwa refSoftware Services Consumer Products ?93; Revolving Lines of Credit -I- Terms Loans Secured by Machine ry, Equipment 8: RE -1- Real Estate Bridge Financing Purchase Order Funding 4- Mezzanine Debt 8: Subordinated Debt Financing SBA Loan Inventory Finance *3 Business Acquisition, Growth Financi Cross-Border Transactions Accounts Receivable Financing Debtor-in-Possession Financing Restructuring 3: Turnaround Typical Deal Size: Recapitalization: $1 Million to $50 Million *3 Restructu ring; 51 Million and Upwards No maximum BUSINESS (7.1. TA I. ?Basin ess Capitai came through for Paci?c Steei when we were at a criticaiiuncture; they augmented my sta? by aggregating and managing a significant number of funding sources. We bene?ted grea tiy from their to underwrite our credit through the eyes of a credit committee, which resuited in a ?uid refinancing pracessfor Paci?c Steer.? - Chuck Bridges. COD. Paci?c Steel Casting Company have represented ienders that have made iaans to ciients of Business Capitai on muitipie occasions. Each of these borrowers had quite campiex Buchal (if ., .. u. debt capitai structures with severai iayers of secured and unsecured debt. i was extremeiy impressed by the way the Business Capitai team 1 prEpaned its ciients as credit takers, guided them through the teen process, and managed their expectations every step of the way. BizCap aiso did a remarkabie job of bringing together the various debt haider constituencies to ensure that everyone was working e??icientiy and harmoniousiy, so that the transactions cauid ciose smoothiy and timeiy. Simpiy put, the Business Capitai team reaiiy kno ws how to get deais done and i hope to have the opportunity to won?t with them again soon!? Anthony H. Caiiobre, Chair of Bank and Finance Practice Group. Buchalter Nemer ?it is my pieasure to recommend Business Capitai to assist companies that are either in dis tress or have unique financing requirements- Without the assistance wk of BisCap our company, Gruber Systems, wauid have not survived the economic disaster caused by the 2003 J1?inanciai crisis. Banks were nowhere and mast nontraditionai sources were beyond our financiai and size to execute. 5o, Thanks to Button for heiping our company get through those dif?cuit times. John Hoakinson. ChairmaniCED. Gruber Systems inc. SQUIR Pet?i0 BOG "The team at Business Capitai are highiy trained, professionai deai makers who have assisted us in a number of successfui, out-of? court debt restructuring and recapitaiita tion FFOJECTE. Business Capitai is remarhobiy efficient and e?ective in deaiing amicabi and objectiveiy with a iarge numbers of creditors Their assistance in impiementing out- ?of court debt restructuring pians and tin ancings has resuited in significant reduction in costs and deiay, aiiowing ciien ts that co uid not have afforded the administrative costs of a Chapter 11 to restructure and continue to operate.? Karo! Denniaton. Partner. Squire Patton Boggs LLP ass I: a-pii ,is an r-a'jij-'Ii1".l.il ii-lli Itfl-I I DLA PIPER ?Chuck Davie and the outstanding team at Business Eapitai provide top notch service and expertise to ciients seeking financing in chaiienging. hyper growth. distressed or other uncon ven tionai circumstances. They approach difficuit credits with a high ievei of sophistication and their brand of iending services is much needed in the marke tpiace. We have had the pieasure of working with Business Capitai on severai deais and witnessed their to finance transactions in a variety of situations when procuring fun ding has seemed uniikeiy or remote. We certainiy vaiue the opportunity to assist this firm. their ciients and partners in achieving business objectives. -- Scott Olson. Sherehoider. ?v'edcier Price PC. "Business Capitai was referred to me by my CPA firm and they were immedia teiy abie to wrap their arms around a very compiica ted financiai structure and situation. The highiy caiiaborative and ciientfacused team of experts at BizCap under-wrote. structured and deiivered mezzanine ?nancing in record time that. quite fronkiy. saved my bacon at a criticai juncture for my business. i am curren ti working with them on other opportunities. - Jeff hrambel. FarmeriLend Developer ?Becen tiy. i had the pieosure of working with Chuck Davie and the Business Capitai team on a distressed refinancing. The borrower had been financed by a notoriousiy dhj?icuit hedge fund iender that was iooking to exit the market after the ioan matured. it seemed iike an impossibie situation on tii BizCap got invoived. They auickiy estabiished with the iender. canvassed the market. and put together a financing package that the ciient was very pieased with." - Eric Goldberg. Partner. DLA Piper. ?i had the pieasure of working with Business Capitai to successfuiiy secure the optimum financing soiution for a company facing significant chaiienges. They understood where the company had been and was headed. and customized the and cost of capitai. This paved the way for the company to move forward with enough to satisfy obiigations and in a position to take advantage of future opportunities. BizCap is especiaiiy weii versed in underwriting credit and was abie to obiectiveiy point out why the perceived risk of the transaction was much iess than the actuai risk. critical in a competitive iending marketpiace. i feei we couid not have done it without them and highiy recommend Business E?apitai.? -- Scott Shepard. vice President of Finance. Service West Inc. big thank-you to the BizCop Team. a true partner! Their expertise is ciear and. what i have appreciated the most, is their to mentor and guide us through the process from beginning to end. Due to the compiexity and tight deodiines of the deai. we definiteiy wouid not have been abie ta ciose the deai with out Biz Cap. Reed tipson was steiiar, supporting key eiements of the deal on our behaif when my piate was fuii. Julie Reynosa. CFO. Rancho Harvest 7B I f-Se n' ?Ft-a, attired-""Business Capitai was abie to deiiver a financing soiutian fiexibie enough to provide an B-?gure credit to take out our ciient?s cammercia.r bani: ioan and provide the that the borrower needed. We were Impressed with BizCap?s immediate grasp of the borrower's needs, their understanding of the tvpe of ?nancing which wouid be productive for the borrower, and their to ejj?ectiveiv manage the due and ciosing of a compiex transaction. - Dick Regan 3: Ben Young. Partners. Jeffer Mangeis Butter 3. Mitoheli LLP 1M BM "We have worked with the Business Capitai team for years and i?ve aiwavs been very impressed with their in tense focus on heiping ciients in the most chaiienging situations they go above and bevond to do what seemingiv can ?t be done. Their innovative thinking and in combined with urgencv and I UUHII I. I m. I action, resuit in a Jfast, optimai outcome for parties. i just used Business Capitai on a szomm refinance of a Centrai 'v'aiiev grower and iand de veioper and his team puiied o?lr what can oniv be described as a ?miracie. Russ Burbank. Chief Operating Officer. Burr Piiger Mover ?i?ve engaged Business Capitai in numerous advisory and capitai raising capacities over the iost 13 years. This firm is among the most sophisticated, and mam .330- deoi financiai advisors out there. Most importan tiv, thev execute with the utmost urgencv and deiiver as promised,- thev stand out in an indus I with impasters who cannot bacit up their ciaims. Business Copitai is the reai dent and can be trusted compie teiv.? George Northup. CED. Memeo "it was a reai pieasure to work with the team at BizCap. Thev took the time to understand our unique set of business needs anoI deiivered customized financing to assist us with our short and iong term growth capitai needs.? Ken Media. CED. Mike?s Bikes yr ?Working with Business Capitai was a great, positive experience JI?or our team. Their insight into the process and professionoiism was of criticai' vaiue. Business .1 Capitai proved to be itev advisors, moving swiftiv and heiping us secure the optimum financiai soiution to fuei our business during this time high-growth 0 RTA attawing us to focus on providing our customers with best-in-ciass precision irrigation services, during what is a criticai time for water resources in agricuitare.? 'Ill'll Jooeivn Boudreeu. CEO. Hortau 1: a1: is: a' 11-25:: =11! r: a ?it-i 's [cu- ennui! 63 BridgeBank Rabohani: ?Basin ess Capitai is one of the few companies that understands both the art and science required in ?nancing on enterprise. i?ve found they are a resuits oriented, optimistic and creative partner that you need by your side when deaiing with campierr financing structures. Hap Klopp, Entrepreneur Extraordinaire. founder of The North Face 3: several other companies ?it was a pieosure to work with the team at Business Capitoi. Their extensive knowiedge of the U5. debt market was criticai in aiiowing us to estahiish independence from our parent company and become seif-sustainohie. This new credit heip as manage our working capitai needs as we execute our pians for gro wt Clint Graham, VP of Finance. Kaco New Energy. Inc. "We put our ciients? priorities first, so when we iearned one of them needed an infusion of working capitai to support their vendor transition efforts, we referred our ciient to Business Capitai to heip. The transaction was compieted very auickiy and this is a great ekampie of a successfui coiioharation.? Peter Wenlwarth, 1v'ice President, Cornerica Bani: "Ever the years we have partnered with Business Copitai on numerous successfui transactions and have deveioped reiatianship hosed on trust, communication and respect. They differentiate themseives within the industry through their credit acumen, underwriting straight taik and resourcefuiness. They deiiver resuits not excuses." -- Lee A. Shociies. Executive ve. Manager, Bridge Bank Capital Finance Division "it"s a pieasure to work with the Business Capitai team because they share many of the some attributes that we vaiue at ii'ohahank: customer focus, resourcefuiness, and the and sense of urgency required to deiiver the op timai financing soiutian. They ha ve the expertise to evaiuate and underwrite deais from the perspective of a iender's credit committee, which is criticai to acceierating our funding process and ensuring a successfui outcome for each ciient.? Samantha Foster, ?v?P a ?g Relationship Manager. Rabohank ?Aithough there are many firms that may appear simiiar, BizCap is cieariy above the rest with their insight, experience, integrity, technicai C, tirl'Sttil 'erikjhm and credit expertise. Not oniy does BizCap reaiiy understand the needs of smaii business and the unique and chaiienging ?nancing situations many firms face, but they actuaiiy care about their ciien ts. Many ?rms moire this ciaim, hat the team EizCaa hacks it up. i have repeatediy seen this firm do the right thing and put the needs of their customers first. To me, this is the uitimate test of in tegrity and honesty. They irnow their markets and are unreienting in their eforts to find the best financiai soiution to meet the needs of their ciients they don?t quit.? Gerry Michael. CPA, CMA1 MBA, Man aging Partner. Canson Adtiisors - lIitiest Coast Division ?Business Capitai was a pieasure to work with. Their team auicidy understood our ciien t?s consumer finance business modei and needs, identi?ed severai ootentiai institutionai capitai sources, and assisted with the transaction right up through the dosing. We iooir forward to working with them on more deais in the future." Ian McNeil, Principal, Bren nan Capital Partners To read more testimoniais from Business Capitai ciients, go to our website com and ciicic on ?Why Choose Us? SS (23. TA 1.