Theodore A. Peto, P.C.

Public Company M&A

Multiple transactions involving the purchase or sale of publicly traded companies, including:

• Tender offer for all of the issued and outstanding common shares of Biomet, Inc. (NASDAQ: BMET), a worldwide leader in the design and manufacture of musculoskeletal medical products, by a private equity consortium that included affiliates of The Blackstone Group, Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. and TPG valued at $11.4 billion

• Acquisition by Thoma Bravo of Compuware Corporation (NASDAQ: CPWR), a leading provider of software and supporting services across multiple business segments, in a transaction valued at approximately $2.5 billion

• Acquisition by Thoma Bravo of Blue Coat Systems, Inc. (NASDAQ: BCSI), a developer of software and services that secure, accelerate and optimize the delivery of business applications, Web content and other information to distributed users, in a transaction valued at $1.3 billion

• Acquisition by Thoma Bravo of Deltek, Inc. (NASDAQ: PROJ), a leading provider of enterprise software and information solutions designed and developed specifically for project-focused organizations in the professional services and government contracting markets, in a transaction valued at $1.1 billion

• Sale of Inteliquent (NASDAQ: IQNT), a premier interconnection partner for communications service providers, for approximately $800 million to GTCR and Onvoy

• Acquisition by Thoma Bravo of Imprivata (NYSE: IMPR), the healthcare IT security company, in a transaction valued at $544 million

• Acquisition by Thoma Bravo of Keynote Systems Inc. (NASDAQ: KEYN), a global provider of mobile and Web cloud testing and monitoring services, in a transaction valued at approximately $400 million

• Acquisition by Linden Capital Partners of Young Innovations, Inc. (NASDAQ: YDNT), a dental equipment manufacturer, in a transaction valued at approximately $300 million

• Acquisition by Thoma Bravo of Mediware Information Systems Inc. (NASDAQ: MEDW), a provider of software solutions targeted at specific processes within the healthcare industry, in a transaction valued at approximately $300 million

• Acquisition by Plato Learning Inc., a portfolio company of Thoma Bravo, of Archipelago Learning, Inc. (NASDAQ: ARCL), a leading subscription-based software-as-a-service provider of education products, in a transaction valued at approximately $300 million

• Acquisition by Petroflow Energy Corporation of Equal Energy Ltd. (NYSE: EQU), an exploration and production oil & gas company, in a transaction valued at approximately $300 million

• Tender offer for all of the issued and outstanding preferred and common stock of I-trax, Inc. (AMEX: DMX), an operator of worksite health centers, by Walgreen Co. (NYSE, NASDAQ: WAG) valued at approximately $275 million

• Acquisition by Churchill Downs, Inc. (NASDAQ: CHDN) of the online gaming site Youbet.com, Inc. (NASDAQ: UBET) in a stock and cash transaction valued in excess of $125 million

• Combination of Dial Global Inc., a portfolio company of Oaktree Capital, with Westwood One (NASDAQ: WWON), one of the largest providers to radio and television stations of programming services and other content

Private Company M&A

Numerous transactions involving the purchase or sale of privately owned companies, including:

• Sale of Deltek, a leading provider of enterprise software and information solutions to Roper Technologies (NYSE: ROP), in a transaction valued at approximately $2.8 billion

• Acquisition by Thoma Bravo of TRADER Corporation, Canadian digital automotive marketplace and software solutions provider, for C$1.575 billion

• Sale of PowerPlan, a leading provider of corporate performance management software to Roper Technologies (NYSE: ROP), in a transaction valued at $1.1 billion

• Acquisition by Thoma Bravo of Elemica, the leading Supply Chain Operating Network for the process industries

• Sale of Digital Insight Corporation, an integrated digital banking platform, to NCR Corporation (NYSE: NCR) in a transaction valued in excess of $1.6 billion

• Sale by SeaCo Ltd. of its GE SeaCo SRL joint venture interest, a global marine container leasing company, to HNA Group Company Limited in a transaction with an overall valuation in excess of $1 billion

• Acquisition by Thoma Bravo of ABC Financial Services, a software and payment processing company

• Sale of Sparta Systems, a leading software provider that enables manufacturers and suppliers to automate and connect quality management processes to New Mountain Capital

• Acquisition by Thoma Bravo of TravelClick Inc., a global provider of cloud-based solutions for the hospitality industry, from Genstar Capital in a transaction valued at $930 million

• Acquisition by Kellogg Co. (NYSE: K) of RXBAR for $600 million

• Acquisition by Thoma Bravo of a privately owned provider of enterprise quality management solutions

• Acquisition by Thoma Bravo of Frontline Education, an integrated insights partner serving more than 12,000 educational organizations

• Majority investment by Thoma Bravo in Nintex, a global leader in workflow and content automation

• Multiple acquisitions by Centene Corporation (NYSE: CNC) in the health care industry, including the acquisition of certain Medicaid related assets of SummaCare, Inc. valued at approximately $30 million

• Acquisition by Thoma Bravo of Planview, a global leader in work and resource management software

• Sale of Bomgar, a leader in secure access solutions, to Francisco Partners

• Acquisition by Thoma Bravo of MedeAnalytics, a provider of cloud-based financial performance analytics for the health care industry

• Acquisition by Planview of LeanKit, a leading enterprise KanBan tool

• Acquisition by Thoma Bravo, and subsequent sale by Thoma Bravo to Temasek, of Global Healthcare Exchange, a provider of connected, intelligent healthcare supply chains

• Acquisition by Thoma Bravo of SRS Software LLC, a leading provider of productivity enhancing electronic health records and health care IT solutions for specialists and other high performance physicians

• Acquisition by Thoma Bravo of Continuum Managed Services, from Summit Partners

• Acquisition by Thoma Bravo of Riskonnect, a provider of integrated risk management technology solutions

• Acquisition by H.I.G. Capital of TestAmerica, a privately held provider of outsourced laboratory testing services

• Acquisition by H.I.G. Capital of Transtar Metals, a privately held provider of high performance metals and supply chain management services

• Majority investment by Thomas Bravo in Centrify, a leading identity and access management platform

• Multiple transactions sponsored by Blue Cross Blue Shield Association and participating independent licensees of Blue Cross Blue Shield Association

• Acquisition by Global Healthcare Exchange of Vendormate, the leader in vendor relationship management software

• Simultaneous acquisitions by Thoma Bravo of Meridian Link and CRIF Lending Solutions to create a leading financial services platform

Bankruptcy & Distressed Transactions

Multiple bankruptcy and distressed company representations, including:

• Sale of Allegiance Telecom, Inc. (NASDAQ: ALGXQ), a telecommunications local exchange carrier, to XO Communications, Inc. (NASDAQ: XOXO) in a transaction pursuant to Section 363 of the Bankruptcy Code valued at approximately $700 million

• Equity issuances in connection with Chapter 11 bankruptcy proceedings of Sea Containers Ltd. (NYSE: OEH), a global marine container leasing company, with over $1.5 billion of total liabilities at filing

• Registered tender offer by KEMET Corporation (NYSE: KEM), a leading manufacturer of the majority of capacitor types, for its $175 million aggregate principal amount of 2.25% Senior Convertible Notes due 2026 in connection with financings by Platinum Equity

• Equity issuances of GSE Environmental, Inc. (NYSE: GSE), a global provider of geosynthetic containment solutions, in prearranged Chapter 11 cases which equitized approximately $170 million in funded debt

• Acquisition by Briggs & Stratton Corporation (NYSE: BGG) of certain U.S. and Canadian manufacturing operations of Murray Inc. in a transaction pursuant to Section 363 of the Bankruptcy Code valued at approximately $125 million

• Issuance of convertible preferred stock and warrants by Aksys, Ltd. (NYSE: AKSY) in connection with financings by Durus Life Sciences Master Fund Ltd.

• Multiple out of court debtor representations which equitized over $500 million in funded debt

Joint Ventures & Carve-Outs

Several joint ventures, carve-outs and other complex transactions, including:

• The Boeing Company, in connection with its investment in the Sea Launch venture, which provides ocean-based launch services to commercial satellite customers

• Acquisition by Thoma Bravo of Digital Insight Corporation, an integrated digital banking platform, in a carve-out transaction from Intuit Inc. (NASDAQ: INTU) valued in excess of $1.0 billion

• Acquisition by Joy Global Inc. (NASDAQ: JOYG) of the coal mining equipment manufacturing division of Oldenburg Group, Inc. valued at approximately $150 million

• Joint venture between Calpine Corporation (NYSE: CPN) and General Electric Capital Corporation relating to the construction of a 600 megawatt power plant in Hayward, California

• Acquisition by Merrill Lynch Commercial Finance Corp. and World Omni Financial Corp. of an automobile leasing business of PNC Bank (NYSE: PNC)

• Joint venture between GE (NYSE: GE) and Sea Containers Ltd., in the formation of GE SeaCo SRL, one of the world’s leading container leasing companies

• Representation of a leading insurer in connection with a minority investment in a real estate investment trust

Securities Offerings and Corporate Finance

Representations of issuers and investment banks in public and private financings ranging from a few million to several billion dollars, including:

• Numerous public and private structured finance offerings by General Motors Acceptance Corporation and Navistar Financial Corporation totaling over $10 billion

• Multiple structured finance transactions with The Royal Bank of Scotland Group, Greenwich Capital Markets, and Lloyds TSB Bank plc exceeding $5 billion

• Registered A/B exchange offer and market-making shelf registration statement by Biomet, Inc. (NASDAQ: BMET) with respect to multiple classes of senior notes exceeding $2.5 billion

• Multiple issuances by Hanesbrands Inc. (NYSE: HBI) of debt securities totaling approximately $3.5 billion

• Initial public offering of Inteliquent, Inc. (NASDAQ: IQNT), a provider of tandem interconnection services to competitive wireless, wireline, cable telephony and broad-band carriers, and former investment of New Enterprise Associates

• Initial public offering of GSE Holding, Inc. (NYSE: GSE), a global provider of geosynthetic containment solutions, and former portfolio company of Code Hennessy & Simmons

• Rule 144A and Regulation S offerings by Chemtura Corporation (NYSE: CHMT) of $455 million aggregate principal amount of 7.875% senior notes due 2018

• Rule 144A and Regulation S offerings by Sitel Worldwide Corporation, a portfolio company of Onex Corporation, of $300 million aggregate principal amount of 11.5% senior notes due 2018

• Registered secondary offering by certain selling stockholders of Inteliquent, Inc. (NASDAQ: IQNT) including New Enterprise Associates

• Single investor sale-leaseback transactions of manufacturing equipment valued at over $100 million

• Multiple early and late stage venture financings by private equity sponsors and venture capital funds, including Blue Cross Blue Shield Venture Partners

KPMG LLP, 1997–1999