CohnReznick Private Equity Services

CohnReznick LLP

A n I n t r o d u c t i o n t o C o h n R e z n i c k ’ s

S e r v i c e s f o r P r i v a t e E q u i t y G r o u p s

a n d S i n g l e F a m i l y O f f i c e D i r e c t

I n v e s t m e n t G r o u p s

December 23,2016

C O H N R E Z N I C K

B Y T H E N U M B E R S

One of the top accounting, tax, and advisory firms in the U.S.

Blends the deep resources and technical acumen of a large

accounting firm with a hands-on, entrepreneurial service

approach that growing organizations require

Serves clients in numerous industries

International reach via Nexia member firms in more than

100 countries

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11th LARGEST ACCOUNTING

FIRM

2700+ EMPLOYEES

300 PARTNERS

30 CITIES

$575+ MILLION IN ANNUAL

REVENUES

G E O G R A P H I C C O V E R A G E

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A B R O A D P O R T F O L I O O F

S E R V I C E S

Accounting and Assurance Services

Tax Services Advisory CohnReznick

Affiliated Companies

Audits, Reviews, and

Compilations

Employee Benefit Plans

IFRS

SOC 1, 2, 3 / SSAE 16

Agreed upon procedures

Accounting outsourcing

and consultations

Public company services

IT audit and controls review

Tax compliance and

preparation

Strategic tax planning

Corporate tax outsourcing

Private clients

Federal tax

Trust and Estate

International tax

State and local tax

Transfer pricing

Cost segregation studies

New market tax credits

Tax specialty services

Tax credit advisory

Bankruptcy and

restructuring

Computer Forensics and eDiscovery

Cybersecurity

Forensic and litigation

Governance, Risk and

Compliance

Government and Public Sector

Management Consulting and CFO Advisory

Real Estate Advisory /

NOI Strategies

Technology and Digital Services

Transactional Advisory and M&A Consulting

Valuation

CohnReznick Benefits

Consultants CohnReznick UIC

Consultants LLC

CohnReznick Real Estate LLC

CohnReznick Professional Services PVT, Ltd.

CohnReznick Wealth Management LLC

Integratec Services, LLC

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O U R I N D U S T R Y E X P E R I E N C E

Affordable Housing

Apparel and Fashion

Commercial Real Estate

Construction

Educational Institutions

Entertainment

Financial Services

Government

Government Contractors

Healthcare

Hospitality

Law Firms

Life Sciences

Manufacturing and Distribution

Marketing Communications

Companies

Medical

Mortgage Finance/Consumer

Lending

Not-for-Profit

Private Equity/Venture Capital

Real Estate Investment Trusts

Renewable Energy

Retail and Consumer Products

Technology and New Media

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G L O B A L C A PA B I L I T I E S

To meet this need, CohnReznick is an

independent member of Nexia International.

Leading provider of audit and advisory services worldwide

$2.9 billion in total revenue 23,000 professionals 600+ offices 105 countries

We take a proactive role in Nexia, serving as

one of two U.S. firms on its board of directors

and regularly meeting with and training

member firms around the world. This allows us

to provide our clients with unified and

consistent solutions around the globe.

Geographic boundaries are no longer barriers to doing business. But doing

business in other countries requires reliable and experienced accounting,

tax and business advice from practitioners “on the ground” in those

jurisdictions.

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CohnReznick is an independent member of Nexia International

C O M P R E H E N S I V E P R I V A T E E Q U I T Y

A N D V E N T U R E C A P I T A L S O L U T I O N S

Current market conditions demand

that financial investors shift strategies and disrupt “business as usual” to respond and adapt to a progressively dynamic business and economic environment.

An abundant supply of capital and continued eagerness for investment activity within the private equity community has elevated the importance of sourcing new

acquisitions, increasing certainty of close, financing, and building portfolio company value--all among an increasing complex regulatory environment.

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C O M P R E H E N S I V E P R I VAT E E Q U I T Y

A N D V E N T U R E C A P I TA L S O L U T I O N S

CohnReznick’s Private Equity and Venture Capital team is a combination of industry specific and

functional professionals focused on the entire lifecycle of an investment from pre-acquisition to exit.

Our experience in the private equity and venture capital industry translates to

thoughtful, well-prepared transactional advisory, fund compliance, portfolio

compliance and performance improvement services.

In highly competitive transactions where deals often hinge on our abil ity to deliver

results quickly, clients deserve and get deep resources and technical acumen

coupled with significant “A” team attention.

Our private equity and venture capital professionals leverage specific industry

insights and experience to help maximize value and mitigate risk.

We communicate candid, continuous, client-focused research reports,

industry outlooks, whitepapers, newsletters and updates on important issues

relevant to private equity investors.

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C O H N R E Z N I C K P R O F E S S I O N A L S

L E V E R A G E I N D U S T R Y S P E C I F I C

K N O W L E D G E W I T H T E C H N I C A L S K I L L S

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Transactional Advisory

Corporate Finance

Advisory

Post- Transaction

Value Creation

Portfolio Compliance

Fund Compliance

Exit Healthcare

Hospitality

Life Sciences

Manufacturing and Wholesale

Distribution

Renewable Energy

Retail and Consumer Products

Technology and New

Media

Commercial Real Estate

Construction

Financial Services



Our professionals encompass a solid understanding of industry -specific financial, operational, risk,

technology, and market issues. This dedicated industry approach is supported by a long -term

Firm commitment to industry involvement, and a strategic focus on key industry sectors of owner -

operated companies.

December 23,2016

Services designed to provide buyers and sellers

with the intelligence to make well-informed

decisions. An emphasis on aspects of the acquisition

process, with a focus on identifying risks

and maximizing stakeholder value.

Transactional

Advisory

A collaborative process designed to identify and

implement effective solutions to help

organizations optimize profitability and grow.

Performance

Improvement

Industry-focused, seasoned professionals

whose audit and tax services

frequently include recommendations with

respect to general business practices,

operating efficiencies, and fiscal policies.

Portfolio

Compliance

Fund-level audit and tax compliance and

consulting services through all phases

of fund development and growth.

Fund

Compliance

$$ $

9

December 23,2016

As auditors focused on serving middle-market owner-operated companies,

we often consult with our clients when a liquidity event becomes part of

their strategic plan. We match our clients’ needs and objectives to our

network of potential investors.



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VA L U AT I O N A D V I S O R Y

The Valuation professionals of CohnReznick Advisory

Group perform hundreds of engagements each year

for public companies and closely held businesses in a

variety of industries. Services include both

independent opinions and advisory services for a

broad range of purposes:

• Financial reporting: Fair value measurements, purchase price allocations, goodwill impairment studies, intellectual property valuation and investment fund portfolio valuation.

• Tax related: Estate, gift and income taxes including charitable contributions, transfer pricing and net operating loss limitations.

• Asset based appraisal services for real estate, energy, and other tangible assets: We are licensed to perform real estate appraisal services in all 50 states and

perform valuations of alternative energy assets including solar, wind and biomass technologies.

• Valuation of fractional ownership interests and complex financial instruments, including convertible securities, debt, and derivatives: We combine capital market, real estate and complex security valuation expertise.

• Transaction and strategic advisory: Strategic planning advice and structuring to maximize economic and tax benefits, financial and tax due diligence, and valuation and fairness opinions.

• Dispute and litigation services: Valuation and economic analysis in divorce, bankruptcy and restructuring, buy/sell and shareholder disputes, eminent domain and other commercial litigation.

• Third party valuation study verification: As part of a national accounting firm, we are uniquely qualified

to provide valuations that will meet the expectations of auditors and to verify whether the third party studies meet valuation standards for audit evidence. We also perform formal valuation and appraisal reviews for third parties.

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T R A N S A C T I O N A L A D V I S O R Y

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Analysis of sale alternatives

Data room establishment

Deal structuring and contact

assistance

Divestiture strategic planning

Financial and transaction modeling

Pre-deal evaluation

Purchase price disputes

Strategic alliance analysis

Tax strategy development

Transactional due diligence

Deal structure assistance

Due diligence of distressed/

underperforming targets

Financial modeling

Industry analyses

Integration analysis and

planning

Pre-deal evaluation

Strategic planning

Purchase price disputes

Tax structuring

Transactional due diligence

Financial & Accounting -

Quality of Earnings

Finance Process

Human Resource

Information Technology

Operations

Risk Management

Tax

Acquisition accounting

Deal structuring and contract

assistance

Detailed financial modeling

Market and competitive analyses

Post-acquisition advisory and support

Purchase price dispute services

Strategic and operational

Transactional tax advisory

Valuation support and analysis

Sell-Side

Services

Buy-Side

Services

Transactional

Advisory

Services

December 23,2016

Other Due Diligence Services

HUMAN RESOURCE

Assessment of employees

Assessment of medical plans

Assessment of retirement and deferred

compensation plans

Review of workers compensation

experience rates and claim history

Review of employment agreements

OPERATIONS

Site visit and review of facilities

Assessment of existing employees

and contracts

Assessment of relevant intellectual

property

Review of real estate and related

contracts

Assessment of synergies and

redundancies

FINANCE PROCESS

Assessment of current finance

systems and integration with overall

IT infrastructure

Review of financial close process and

timing

Assessment of:

Finance organization

Assessment of internal audit

function

Synergies and redundancies

Sourcing and Strategy

Due Diligence Execution Closing Integration

T R A N S A C T I O N A L A D V I S O R Y

( C O N T ’ D . )

13

RISK MANAGEMENT

Assessment of insurance policies

including, but not limited, to:

General liability

Product liability

Property & equipment

Umbrella

Vehicle

Other

INFORMATION TECHNOLOGY (“IT”)

Assessment of current systems and

processes

Data and network security

Assessment of IT organization

Review of software development lifecycle

Assessment of third-party service and software

providers

Assessment of synergies and redundancies

P O R T F O L I O VA L U E I M P R O V E M E N T

A S S E S S M E N T S E R V I C E S

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Insurance, benefit

plans, logistics and

real estate

operating expense

reduction

assessments

Supply chain and

workflow consulting

and optimization

Business Discovery

services including

industry reporting

dashboards and

methods

Lean

Management

tools to reduce

process waste

A post-acquisition collaborative process designed to identify opportunities to improve visibility into key EBITDA drivers and root causes of profit and cash flow leaks.

Internal controls

review and risk

assessment

Tax specialty

studies including

Repair and

Maintenance

and Research

and

Development

Technology

review, including

automated work-

flow

Capabil ities, CRM functionality,

warehouse management tools,

forecast and demand planning capabil ities, and

resource planning

P R I VAT E E Q U I T Y C O M P L I A N C E

S E R V I C E S

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• Annual audit of financial statements. Reporting under U.S. GAAP and IFRS

• Cayman Islands-registered fund audits

• Consultation on partnership agreements, private placement memoranda,

and other offering documents

• Domestic and international tax planning and entity structuring

• Performance examinations

• Preparation of partnership tax allocations

• Preparation of tax returns and partners’ Schedule K-1s

• Quarterly compilation or review of financial statements

• SBIC financial reporting and compliance

• Structural and tax advice on Surprise examinations to comply with Rule

206(4)-2 under the Investment Advisers Act of 1940

FUND COMPLIANCE SERVICES $$

P R I VAT E E Q U I T Y C O M P L I A N C E

S E R V I C E S ( C O N T ’ D . )

December 23,2016 16

• Audits, reviews, compilations

• Corporate governance

• FAS 109 and FIN 48 consultation

• Fraud and other investigations

• Accounting outsourcing and consultations

• Internal audit outsourcing and co-sourcing

• International compliance

• Restructuring

• SEC services including IPO support

• Tax planning and compliance

• Tax specialty services including state and

local tax expertise

PORTFOLIO COMPLIANCE SERVICES $

R e p r e s e n t a t i v e P r i v a t e E q u i t y

a n d V e n t u r e C a p i t a l C l i e n t s

R E P R E S E N T A T I V E P R I V A T E E Q U I T Y

A N D V E N T U R E C A P I T A L C L I E N T S

CohnReznick serves a diverse range of clients providing transactional advisory, fund compliance, portfolio compliance and performance improvement services and expertise across many industries.

December 23,2016

• AEW Capital • Friend Skoler • Platinum Equity

• TSG Consumer • VMG Partners • Victory Park Capital

• Aisling Capital • Glenmont Capital (b), (c), (d) • Pulse Equity Partners

• Angelo Gordon & Co. • Goode Partners • Quilvest Private Equity

• Corinthian Capital Group • The Gores Group • Lateral Investment Management

• Argosy Capital • H.I.G. Capital • RFE Investment Partners

• Avante Mezzanine Partners • Crescent Capital • New Canaan Funding

• Balance Point Capital Partners • Hampshire Companies, The • The Riverside Company

• Balmoral Advisors LLC • Insight Venture Partners • Rosser Capital

• Berkshire Partners • Ironwood Mezzanine Fund • Sagard Capital

• Black Oak Capital Partners • Gladstone Partners • Lineage Capital

• Blue Wolf Capital • Irving Place Capital • Saybrook Capital

• Canrock Ventures • J.H. Whitney & Co. • Shore Points Capital

• Catterton Partners • KarpReilly, LLC • Steel Partners

• CIC Partners • KRG Capital Partners • Stephens Capital

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R E P R E S E N T A T I V E R E A L E S T A T E P R I V A T E E Q U I T Y C L I E N T S

CohnReznick serves a diverse range of clients providing transactional advisory, fund compliance, portfolio

compliance and performance improvement services and expertise across many industries.

December 23,2016

• American Real Estate Partners • Ivy Realty Fund • Omninet Real Estate Fund

• City View Fund • Kuwaiti Financial Center • Partners Capital Solutions Fund

• Crimson Real Estate Partners • Latus Partners • Primestar Urban Opportunity Fund

• Dune Real Estate Partners • Lone Oak Fund • Secured Capital-Japan

• Hackman Capital • Magellan Industrial Fund • SMA Investors LLC and SMA Investors

II LLC

• Hawthorne Retail Partners • Main Street Resources • Tennant Capital Partners

• Hines • McKinley Partners • TriPacific Capital Advisors

• IBEW-NECA Diversified

Underwritten Real Estate Fund LLC

(INCURE)

• NorthStar Opportunities Master Fund • Washington Alliance Capital, LLC

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• Creo Capital Partners • Levine Leichtman Capital Partners • Tengram Capital Partners

• Edison Venture Fund • Longroad Asset Management, LP • Topspin Partners LBO

• Enhanced Capital • Midmark Capital • Vanterra Funds

• Eos Partners • Moxie Capital • VisioCap

• Fir Tree Partners • Odyssey Investment Partners • Yellow Wood Partners

• First New England Capital • Palisades Capital Management • Pegasus Capital Advisors

• Founders Equity • Palladin Consumer Retail Partners • Swander Pace Capital

R E P R E S E N T A T I V E P R I V A T E E Q U I T Y A N D

V E N T U R E C A P I T A L C L I E N T S , ( C O N T ’ D . )

P r i v a t e E q u i t y a n d M e r g e r s &

A c q u i s i t i o n s E x p e r i e n c e

P R I VAT E E Q U I T Y / M & A

E N G A G E M E N T S CohnReznick LLP is proud to have assisted clients with a variety of private equity/M&A transactions. These

illustrations are representative of the scope and depth of our capabilities. As of January, 2016

December 23,2016 21


E N G A G E M E N T S ( C O N T ’ D )

December 23,2016 22

As of January, 2016



December 23,2016 23

As of January, 2016



December 23,2016 24

As of January, 2016

W H Y C O H N R E Z N I C K ?

Nearly 100 years helping our clients manage and grow their business

The resources and experience of a national firm combined with the hands-on approach usually found associated with boutique firms.

Industry specific focus to help you maximize your bottom line and meet strategic goals.

A commitment to providing clients with actionable insight and a high level of service

Dedicated engagement teams with active partner leadership and involvement

International reach and experience in over 100 countries

Integrity and a commitment to excellence that has earned the trust and confidence of our clients and the financial community

December 23,2016 25

FORWARD

THINKING

CREATES

RESULTS

CohnReznick LLP

1301 6th Ave

Fifth Floor

New York, NY 10036-1600

www.CohnReznick.com

CohnReznick Private Equity Services

Economy & Finance