financial services, investment banking, M&A, mergers and acquisitions, capital raising, hedge funds, private equity

1. Financial Services Industry
Investment Banking Services
PRIVATE AND CONFIDENTIAL

2. PRIVATE AND CONFIDENTIAL
Madison Street Capital – FSI Investment Banking Services
Table of Contents
SECTION 1 Financial Services Industry Practice 3
SECTION 2 M&A Advisory 6
SECTION 3 Capital Raising 13
SECTION 4 Restructuring Advisory 19
SECTION 5 Valuation Services 22
SECTION 6 About Madison Street Capital 26
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3. PRIVATE AND CONFIDENTIAL
SECTION 1
Financial Services Industry Practice

4. PRIVATE AND CONFIDENTIAL
FSI Practice Overview
MADISON STREET CAPITAL acts as a leading advisor to financial services companies
across key verticals such as Banks, Insurance, Exchanges, Real Estate, Specialty
Finance and Asset Management. The Financial Services Industry (FSI) group delivers the
full spectrum of products across different regions and provides impartial, expert advice to
corporations, management, institutions and individuals. With a first-rate network spanning
around the world, our reach, intellectual capital and local knowledge enables us to develop
relationships and deliver effective solutions to our clients, wherever their business takes
them. This is why we are leaders in financial advice, worldwide. The FSI group caters to
the following types of clients:
- Hedge Funds
- Mutual Funds
- Private Equity Firms
- Domestic and International Banks
- Asset Management Arms of Financial Institutions
- Pension Funds and Endowments
- Trading and Investment Research Firms
- Fund Administration Firms
- Brokerage Firms (on-line and traditional)
- Insurance Companies and Re-Insurers
- Trading Technology Firms
-Fund of Funds
- Real Estate Funds
- Real Estate Development Companies
- Exchanges
- FX trading Firms
- CTA and other commodities Firms
- Financial Technology Firms
- Family Offices
- CLO Managers
- Business Development Corporations (BDCs)
- Specialty Finance
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5. PRIVATE AND CONFIDENTIAL
Madison Street Capital’s FSI practice offers a broad range of services including merger
and acquisition advisory services, debt and equity capital formation, strategic
alternatives advisory, fairness opinions, and valuation services:
FSI Practice Overview (cont.)
M&A ADVISORY CAPITAL RAISING RESTRUCTURING VALUATION
• Sell-side and Buy-side
Advisory
• Divestitures and
Strategic Alliances
• Capital Introductions
• Due Diligence and
Transactional Support
• Seeding Transactions
•Early Stage Capital
Raising
-Private Placements
-Debt Financings
-Structured Debt/Equity
•Secondary Market
Transactions
• Access to Private/Public
Company Portfolios and
Transactions
• Strategic Alternatives
Advisory
• Recapitalization (Loan
Workouts; Refinancing)
• Portfolio Restructuring
(Wind Downs; Side
Pockets; Fund
Transfers)
• Asset Disposal and
Liquidations
• Distressed Debt
•Financial Opinions
(Fairness, Solvency, and
Transaction)
•Portfolio Valuations
(complex, hard -to-value
securities)
•Monthly, Quarterly, and
Annual Pricing Reports
•Enterprise/Company
Valuations
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6. PRIVATE AND CONFIDENTIAL
SECTION 2
M&A Advisory

7. PRIVATE AND CONFIDENTIAL
M&A Advisory
MSC provides M&A advisory to financial services companies that are looking to strategically
enhance the value of their firms. Understanding that the most important asset our clients have are
their people, we focus on structuring deals that make both financial and “cultural” sense. Aligning
leadership, investment strategy, and growth initiatives leads to a successful combination.
For sellside engagements, our deal team performs a comprehensive financial analysis that
captures the firm’s pre-transaction value. We analyze the management company from multiple
perspectives, incorporating sophisticated valuation techniques, current industry metrics, and other
key data points. For buyside engagements, we undertake a very focused and disciplined process
that identifies key targets and minimizes extraneous information overload so that our client can
focus on their day-to-day operations. It is an iterative process that with the right level of
communication leads to high efficiency and optimal acquisition structures.
Our seasoned investment bankers negotiate and structure deals to maximize our clients’ short-
and long-term objectives. We understand that to obtain the highest value there needs to be a path
that rewards achievement of goals and help management with structuring earnouts and other
forward looking compensation triggers, such as cash versus stock consideration, and
mechanisms to allow our client to participate in the future growth of the firm. In addition, our
experience enables us to provide strategic tax advisory pertaining to the allocation of a
transaction’s proceeds in order to minimize the associated tax liabilities.
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8. PRIVATE AND CONFIDENTIAL
M&A Advisory (cont.)
Furthermore, the FSI group’s extensive network enables access to a specialized industry universe
which is currently filled with highly opportunistic strategic and financial players. We interact with
many clients across the world and across multiple disciplines and industry specializations. MSC
is resourceful and creative when it comes to identifying interested parties, strategic alliances and
partnerships.
If the traditional route of an M&A transaction is not the best choice, whether it be size or stage of
the firm, MSC has helped introduce firms to strategic partners and capital sources in the form of
sub-advisory agreements, allocations, seed capital deals as well certain licensing arrangements.
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9. PRIVATE AND CONFIDENTIAL
Proper deal structure can narrow the gap between expectations
M&A transactions can be complex at times. Given that there has to be agreement
between both the buyer & seller that is predicated with the highest degree of trust – it
can be difficult to protect against every scenario through a contract. It is important to
balance incentives across all constituents and create a structure that retains this
alignment as best as possible post-transaction. For a buyer, they will need to ensure
interest remains sufficiently aligned with any selling equity holders who remains key to
managing the business and/or crucial to investment function.
As with most successful deals, a true partnership exists at the senior-most level of each
business. Below are key deal elements that should be considered, and in some cases,
need to be carefully designed in order to achieve success:
Earn outs
Staged sales/ Delayed or contingent payment of purchase price
Employment contracts/ Multi-year commitments post-transaction
Retention payments
Compensation plans
Put &Call Options
Equity grants
Separate treatment of management and incentive fee streams
Amount of retained equity in business by seller
Reinvestment of after-tax proceeds in the business
Consideration about day-to-day management /control of business
* Given the complexity of these type of deals, it is wise to have proper representation
with regards to investment banker, attorneys, accountants and other professionals.
MSC
Client
Tax & Estate
Planning
Law Firm
Employees
Madison
Street
Capital
Acquirer
M&A Advisory (cont.)
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10. PRIVATE AND CONFIDENTIAL
• Typically public or private corporations
currently involved in similar or
complementary business line
• Places a greater emphasis on identifying
and realizing potential revenue and cost
synergies
• Rationale for acquisition more strategic in
nature (i.e. reducing competition, enter
new geographic markets, etc.)
• Typically concerned with generating long-
term value from acquisition and
effectively integrating the target into the
buyer’s existing operations
• Higher valuation could be supported by
the realization of synergies
• Does not have a similar business in
existing investment portfolio
• Seeks entry into an attractive market
with potential for growth and
definable exit strategy
• Acquisition can serve to diversify
investment portfolio and create a
platform for future acquisitions in the
same space
• Identification of opportunities to
create value through a strategic
• Has a similar or complementary
business in existing portfolio of
investments
• Acquisition drivers are typically
similar to those of strategic buyers,
but additionally driven by the need to
put raised capital to work and grow
investments before fund life expires
• Often an ideal buyer as they have
financial resources of private equity
backing and strategic rationale to
support a favorable purchase price
FINANCIAL BUYERS
Raises capital in funds from various sources to invest in businesses with the expectation
of exiting within a relatively short time period (typically five to seven years) to achieve a
targeted rate of return for investors (generally 20% to 25%)
ADD-ON PLATFORM
STRATEGIC BUYERS
• Typically public or private corporations
currently involved in similar or
complementary business line
• Places a greater emphasis on identifying
and realizing potential revenue and cost
synergies
• Rationale for acquisition more strategic in
nature (i.e. reducing competition, enter
new geographic markets, etc.)
• Typically concerned with generating long-
term value from acquisition and
effectively integrating the target into the
buyer’s existing operations
• Higher valuation could be supported by
the realization of synergies
• Does not have a similar business in
existing investment portfolio
• Seeks entry into an attractive market
with potential for growth and
definable exit strategy
• Acquisition can serve to diversify
investment portfolio and create a
platform for future acquisitions in the
same space
• Identification of opportunities to
create value through a strategic
partnership
• Has a similar or complementary
business in existing portfolio of
investments
• Acquisition drivers are typically
similar to those of strategic buyers,
but additionally driven by the need to
put raised capital to work and grow
investments before fund life expires
• Often an ideal buyer as they have
financial resources of private equity
backing and strategic rationale to
support a favorable purchase price
• Typically public or private corporations
currently involved in similar or
complementary business line
• Places a greater emphasis on identifying
and realizing potential revenue and cost
synergies
• Rationale for acquisition more strategic in
nature (i.e. reducing competition, enter
new geographic markets, etc.)
• Typically concerned with generating long-
term value from acquisition and
effectively integrating the target into the
buyer’s existing operations
• Higher valuation could be supported by
the realization of synergies
FINANCIAL BUYERS
Raises capital in funds from various sources to invest in businesses with the
expectation of exiting within a relatively short time period (typically five to seven
years) to achieve a targeted rate of return for investors (generally 20% to 25%)
ADD-ON PLATFORM
STRATEGIC BUYERS
• Typically public or private corporations
currently involved in similar or
complementary business line
• Places a greater emphasis on identifying
and realizing potential revenue and cost
synergies
• Rationale for acquisition more strategic in
nature (i.e. reducing competition, enter
new geographic markets, etc.)
• Typically concerned with generating long-
term value from acquisition and effectively
integrating the target into the buyer’s
existing operations
• Higher valuation could be supported by
the realization of synergies
• Does not have a similar business in
existing investment portfolio
• Seeks entry into an attractive market
with potential for growth and
definable exit strategy
• Acquisition can serve to diversify
investment portfolio and create a
platform for future acquisitions in the
same space
• Identification of opportunities to
create value through a strategic
partnership
• Has a similar or complementary
business in existing portfolio of
investments
• Acquisition drivers are typically
similar to those of strategic buyers,
but additionally driven by the need to
put raised capital to work and grow
investments before fund life expires
• Often an ideal buyer as they have
financial resources of private equity
backing and strategic rationale to
support a favorable purchase price
M&A Advisory (cont.)
Types of Buyers
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11. PRIVATE AND CONFIDENTIAL
 Number of transactions completed
 Integration success of previous transactions
 Integration planning effort
 Marketing
 Financing relationships
 Credit approval process of financing source
 Financing structure of current operations
 Equity available
 Returns to equity participants
 Deal with the decision makers who can allocate capital
 Strong strategic fit – core business:
 Strategic logic: component, module, system
 Geographic reach; low cost sourcing opportunity
 Capacity needs
 Capable of identifying and implementing process improvements
 Capable of bringing engineering and design improvements
 Focused purchasing effort could generate material cost reduction
 Customer diversification
M&A Advisory (cont.)
Assessing Deal Structure and Options
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12. PRIVATE AND CONFIDENTIAL
M&A Advisory (cont.)
Enterprise Company Valuation
Advisors who need enterprise values for their companies count on MSC to provide
comprehensive, detailed analytical reports that capture the firm’s fair value, whether it is for
strategic or financial reporting purposes.
MSC provides guidance to advisors regarding compensation and incentive structures that are
strategic and can be supported by the firm’s existing capital structure and comply with federal and
state laws and tax regulations.
MSC’s proprietary financial services company valuation model uses a fundamental approach to
forecast future growth rates across each product/strategy. Other items taken into consideration
include existing revenue streams, sales pipeline, current and projected asset/subscriber base,
operating expenses, etc.
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13. PRIVATE AND CONFIDENTIAL
SECTION 3
Capital Raising

14. PRIVATE AND CONFIDENTIAL
Capital Raising
 Our FSI group acts in several capacities on capital raising projects such as financial advisor and
arranger of senior/mezzanine debt and equity for capital requirements. Our capital raising services
include:
 On-going enterprises seeking growth capital
 Revenues track record above $10 million (USD)
 EBITDA profit levels above $1 million (USD)
 Quantifiable track record of growth
 Companies interested in capital raising towards M&A activities: buy or sell roles
 Other Special Situation Projects across different stages of Development
 Furthermore, MSC has a world-class network of financial sponsors that are mandated to lend to
middle market opportunities both domestic and internationally based. These include specialty
finance companies, hedge funds, certain US and global commercial banks and other alternative
lending sources.
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15. PRIVATE AND CONFIDENTIAL
 Distinctive Approach:
 MSC negotiates ideal deal terms based on agreed upon strategic objectives. Key elements of
MSC’s negotiation methodologies include valuation considerations and risk mitigation
strategies
 Selection of our capital partners in our engagement execution
 strong relationships with lending groups interested in the financial services segment;
 strong partnerships with government agencies (like SBA) supporting middle market
initiatives; and
 negotiations capabilities to reach the best terms to our clients
 We conduct an in-depth pre-marketing phase leveraging MSC’s extensive network with
institutional investors to:
 understand the market’s appetite for the deal;
 identify potential sources of funds (SOFs); and
 validate and/or improve our clients business plan
 Our deal execution team processes and negotiates our deals from start to finish including
coordinating due-diligence and the communication process with prospective investors
Capital Raising (cont.)
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16. PRIVATE AND CONFIDENTIAL
 MSC serves as an intermediary in negotiations
 Insulates the owners and management from the need to make immediate decisions
 Ability to act as the ‘bad cop’ and not sour the buyer on the transaction or the owners and
management team
 MSC professionals leverage industry and financing experience
 Prepares a company for the transaction process and can provide suggestions on how to
enhance value in the eyes of lenders
 Understands the implications of different deal terms and how to guard clients against
disadvantageous conditions
 MSC process allows management to concentrate on the day-to-day issues of running the
business
 Avoid neglecting customers, vendors, and employees
 It is critical that the business continues to perform well during the transaction process
 MSC raises the sophistication level of the transaction and maximizes potential value
 Lenders assume they can lend to companies at the highest pricing level
 Representation translates directly into more advantageous transaction terms
Capital Raising (cont.)
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17. PRIVATE AND CONFIDENTIAL
 Madison Street Capital provides investment banking services to corporations and institutions
throughout the United States and around the world. Our model provides clients with new sources
of demand by effectively penetrating 2nd and 3rd tier investors that are typically overlooked by
large firms as well as large tier 1 accounts with a goal of creating a diverse investor base
 Our Competitive Advantage:
 Distribution capabilities to place a significant volume of securities with institutional investors
 Diverse investor base that includes: Financial Institutions, Corporations, Money Managers,
Mutual Funds, Pension Funds, State and Local Governments, Unions, Endowments and
Foundations
 Access to deep pools of capital based on relationship with pension funds
 Reputable team exceptionally qualified to lead-manage or co-manage significant transactions
Capital Raising (cont.)
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18. PRIVATE AND CONFIDENTIAL
Capital Raising (cont.)
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19. PRIVATE AND CONFIDENTIAL
SECTION 4
Restructuring Advisory

20. PRIVATE AND CONFIDENTIAL
Restructuring Advisory
Our FSI group provides a comprehensive suite of restructuring services for firms seeking to restructure in
the midst of current market conditions. Financial Services firms face continuing pressure to maintain
platforms that adhere to the ever-changing accounting and regulatory standards that impact the industry.
Also, continued consolidation within the financial services industry requires a unique set of services and
skill sets to serve the critical needs of firms looking to provide investors with a broad array of options.
Our experience in advising companies looking to provide investors with choices, whether it be exploring
strategic alternatives, having funds placed in a liquidating trust where investments will be sold and the
cash paid out over time, splitting a fund into a liquid and illiquid master fund represented by different share
classes is unparalleled. Our professionals have acted as an advisor on a number of fund restructuring
engagements as we have an extensive network of alternative investment managers making markets
across a wide variety of asset classes. The restructuring is designed to meet clients’ objectives to retain
assets under management, while also creating synergies among trading platforms.
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21. PRIVATE AND CONFIDENTIAL
Restructuring Advisory (cont.)
Asset Level
• Structuring and Arranging the Sale of Securities
• Maximizing the Value of Assets
• Distressed Sales
• Bulk sales of assets
Portfolio/Fund Level
• Side Pocket Structuring and Valuation
• Advising and Valuation of Dissolutions
• Wind Downs for Both Onshore and Offshore
Complex Hedge Funds
• Evaluation of Alternative Restructuring and
Remediation Proposals
• Sales of performing and nonperforming loans
Corporate/Company Level
• Strategic Alternatives Advisory
• Loan Workouts and Refinancing
• Dividend Recapitalization
• Corporate Reorganization
• Advisory Related to Lock-Up Periods
• NAV Calculation, High-Water Mark Resets and
External Valuation Opinions
• Take-Private Transactions
• Solvency Opinions
• Fairness Opinions
• Restructuring existing debt and equity
• Business and securities valuation
• Structuring, negotiation and confirmation of
plans of reorganization
• Structuring and analysis of exchange offers
• Procuring DIP financing
• Prepackaged and prenegotiated plans of
reorganization
Restructuring Service Levels
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22. PRIVATE AND CONFIDENTIAL
SECTION 5
Valuation Services

23. PRIVATE AND CONFIDENTIAL
Valuation Services
MSC provides ongoing valuation services for a diverse set of financial services clients. Our team
of valuation experts understand the severe risks caused by inadequate disclosure regarding
complex and hard-to-value investments. Given the material impact that the measurement of
certain riskier investments can have on the Net Asset Value, it is instrumental to have a well
experienced professional firm like Madison Street Capital assist in providing the correct and
accurate fair values.
Investment management firms are heavily dependent on the validity and integrity of security
pricing and portfolio valuation. MSC has decades of valuation experience providing companies
with objective, independent, and defensible opinions of value that meet accounting and regulatory
requirements. We combine technical expertise with best practice modeling techniques to perform
complex financial instrument and portfolio valuation.
Our experiences from both the audit and financial valuation world have established us as a
service provider renowned for dealing with the most complex and hard-to-value securities. MSC’s
senior leadership team has a clear understanding of the level of independent support that is
required for auditors to issue a positive opinion, which overall leads to an efficient and more cost-
effective period-end process.
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24. PRIVATE AND CONFIDENTIAL
Portfolio Valuation – Complex and Hard-to-Value Assets
MSC provides extensive valuation services to hedge funds, fund advisors, fund
administrators, and related financial services firms. Our reports are highly transparent, which
ensures a deliverable that is well-accepted by clients and their auditors, such as:
Valuation Services (cont.)
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25. PRIVATE AND CONFIDENTIAL
On-Going Experience / Client Communication
MSC provides ongoing valuation services to several of its clients, especially as it pertains to the periodic
updating of fair value estimates.
MSC works with its clients to keep abreast of current developments. Although our approach takes into
consideration changes to both internal and external factors, we understand the need for consistency and
our senior reviewers ensure that there are no significant swings in the value (unless there are
extraordinary causes that would warrant it).
Upon completion of initial due diligence and conducting its independent valuation analyses, a draft
summary of the valuation is provided to the client. This allows the client to provide initial feedback on the
assumptions and preliminary conclusions, prior to sending the full report. The nature of feedback is
typically potential factual inconsistencies versus subjective differences of opinion, which adheres to our
independence policy.
Our findings and analyses are well-documented in a written report with our assumptions and valuation
methodologies clearly explained and supported. Additionally, our detailed reports and documentation
increase management efficiencies throughout the audit and financial reporting processes.
Valuation Services (cont.)
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26. PRIVATE AND CONFIDENTIAL
SECTION 6
About Madison Street Capital

27. PRIVATE AND CONFIDENTIAL
About Madison Street Capital
MADISON STREET CAPITAL is a global investment banking firm
committed to the highest standards of integrity and service in
providing corporate financial advisory services, merger and
acquisition expertise, financial opinions, and valuation services to
publicly and privately held businesses. We have offices in North
America, Asia, and Africa.
We have specialized expertise in partnering with middle-market
firms in hundreds of industry verticals and niche markets to achieve
the best possible outcome through a variety of transactions. We
analyze each client’s unique needs to obtain the best match
between buyers and sellers, arrange appropriate financing, and
create capitalization structures that optimize the client’s potential.
Madison Street Capital is your trusted partner and leading provider
of financial advisory services, M&A assistance, and valuations.
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28. PRIVATE AND CONFIDENTIAL
For more information please contact :
Karl D’Cunha
105 W. Madison Street, Suite 1200
Chicago, IL, 60602
(312) 529-7000
kdcunha@madisonstreetcapital.com