CRT Investment Banking LLC - Gershon Capital...Private Placements China Hydroelectric Corporation $150,000,000 Private Placement The undersigned acted as Co-Placement Agent Synthesis

INVESTMENT BANKING LLC

CRT Investment Banking LLC

January 2010


Page 2

Overview of CRT Investment Banking

CRT Investment Banking dedicates unparalleled senior-level attention on a day-to-day

basis from experienced Managing Directors averaging over 20 years of Wall Street

experience

Industry

Expertise

Strategic

Advisory

Restructuring

Advisory

• Consumer products

• Energy

• Industrial and manufacturing

• Information technology

• Healthcare and biotechnology

• Mergers & acquisitions

• Going-private transactions

• Spin-offs

• Fairness opinions & valuations

• Complex negotiations

• Pre-packaged bankruptcy plans

• Targeted private equity financings

• Asset sales

CRT Investment

Banking LLC is a

diversified partnership

of highly experienced

professionals who

provide a broad range

of financial services

and objective advice to

corporate clients,

entrepreneurs and

financial sponsors

Corporate

Finance

Divestitures /

Corporate Sales

• Equity, convertible & high-yield issuances

• Private equity investments

• Strategic investments

• Auctions

• Targeted sales

• Whole company monetizations


Page 3

Public and Private Debt

Investment Grade Debt

Subordinated Debt

Convertible Debt

Public and Private Preferred Equity

Public Common Equity

IPOs

Follow-ons / Secondary Offerings

Equity Private Placements

144A Equity

Reg D Equity

PIPEs

Financings

Mergers & Acquisitions

Buy-side

Sell-side

Joint Venture

Shareholder Rights Plans

Restructuring

Advisory

Out-of-Court Services

Stakeholder Representation

Bankruptcy Services

Fairness / Solvency Opinions

General Advisory

Advisory

Broad Product and Service Capability

Since CRT offers

the full range of

financing and

advisory products

and services, the

firm can provide

truly objective

advice and structure

innovative solutions


Page 4

Representative

Transactions

Merger, Acquisition, Divestiture and Advisory

CRT Investment Banking has assembled a seasoned team of senior level investment

bankers who bring a tremendous level of experience to assist companies in building

and realizing shareholder value

Our team brings considerable industry knowledge in addition to a fundamental approach to

become immediately familiar with a company’s opportunities, risks, strengths and weaknesses

relative to its industry

Our goal is to become a trusted advisor sought by management and shareholders to assist

companies in reviewing, defining and implementing strategic alternatives, whether that

includes divestiture, sale, acquisition, joint venture or basic pursuit of an internal business plan

Exclusive

Sales and

Divestitures


Hispanic Teleservices

Corporation

has been acquired by

Teleperformance

The undersigned acted as financial

advisor to Hispanic Teleservices

Corporation

Springs Industries&

Coteminashave agreed to merge their home

textile business


advisor to Springs Industries

Mergers &

Acquisitions

LBOs

Spin-Offs

Fairness

Opinions

Going-

Private

Transactions

Brazil Ethanol, Inc.

has acquired

S.A. Leão e Irmãos Açúcar

e Álcool

The undersigned acted as

financial advisor to Brazil Ethanol,

Inc.

Arcadia Resources Inc.

has sold its Industrial Staffing business to

Employment Plus


financial advisor to Arcadia

Resources Inc.


Page 5

Restructuring Advisory

CRT’s Restructuring Advisory Group professionals provide strategic advice that

assists companies and their investors in maximizing the value of their investments in

a difficult market environment

CRT’s Restructuring Advisory Group professionals have over forty years of experience in financial restructuring and have completed more than $100 billion dollars in transactions

Services include:

Distressed capital raising

Exchange offers

Pre-packaged filings

Restructure businesses

through a court process

Distressed asset sales

Fairness and solvency

opinions

Targeted clients include:

Debtors

Official creditor

committees

Official noteholder

committees

Ad hoc noteholder

committees

Equity committees

Representative

Transactions

RefCo

$16,800,000,000

Restructuring

Financial Advisor to the Ad Hoc

Committee

of Equity Holders

Adelphia

$20,000,000,000

Restructuring

Financial Advisor to the Official

Committee

of Equity Holders

Primus

Telecommunications

$575,000,000

Restructuring


advisor to the Debtors

Federal Mogul

$2,700,000,000

Financial Advisor


advisor to the Asbestos Insurers

http://en.wikipedia.org/wiki/Image:REFCO_Logo.gif


Page 6

Equity and Debt Offerings

Representative

Transactions

CRT raises institutional capital on behalf of middle-market companies and

entrepreneurs

CRT’s experienced team of capital market professionals provide structuring, pricing and

execution capabilities in connection with equity and debt offerings

► Knowledgeable sales force

► Access to investor base

► After-market support and feedback

► Widely-respected research

Private capital offers companies enhanced flexibility and rapid execution

► Current market conditions, timing or size of offering may make the private market more

attractive to a client

► CRT’s deep-seated relationships with principal investors provide clients the opportunity to

maximize pricing and deal terms while gaining immediate credibility and access to

institutional investors

Registered Transactions

Private Placements

China Hydroelectric

Corporation

$150,000,000

Private Placement


Co-Placement Agent

Synthesis Energy

Systems, Inc.

$53,562,654

Common Stock


Sole Placement Agent


$150,000,000

Private Placement



Viceroy Acquisition

(n/k/a Future Fuels)

$180,000,000

IPO


Book-Running Manager


Page 7

Partnership with CRT Capital Group LLC

130 employees

Leading market maker in a broad range

of debt, equity and derivatives

securities

Listed / OTC / Bulletin Board

Approximately 1,000 common stocks

Over 100 preferred stocks

Nearly 1,000 different high yield and

convertible bond issues

Secured and unsecured loans

Warrants and other derivative

instruments

1,800 institutional investor clients

Hedge funds

Mutual and pension funds

Insurance companies

Institutional Sales & Trading

10 full-time research professionals

Cover more than 130 companies across

growth segments

Industrials

Healthcare

Technology / Media / Telecom

Energy

Consumer / Retail

China / Emerging Markets

Unique situational research focus

Seeking relative value among different

companies within an industry

Cover complete capital structure –

equity and debt

Research

CRT Capital Group LLC is an institutional securities trading firm that provides creative, idea-driven advice

and solutions delivered by experienced professionals


CRT Investment Banking Professionals

Page 8

Randall LambertHead of Restructuring

Chanin Capital

BDS Securities

21 Years

Managing Director, Head of NYC &

London offices at Chanin Capital

Partners

Managing Director at BDS

Securities

Tim MeyerManaging Director

BMO Capital Markets

ING Barings

SPP Hambro

21 Years

Head of Private Placements at

BMO Capital Markets & ING

Barings

Partner & Co-Head of Distribution

at SPP Hambro

Jim HesburghManaging Director

Cowen & Company

Salomon Smith Barney

Paine Webber

24 Years

Head of Healthcare Services at

Cowen & Co.

Director in Healthcare Banking at


Bob HastingsAdvisory Director

UBS Warburg

PaineWebber

29 Years

Managing Director in M&A Group at

UBS Warburg

Head of M&A at PaineWebber

George BickerstaffManaging Director

Novartis Pharma

Workscape

IMS Healthcare

21 Years

Chief Financial Officer of Novartis

Pharma, Workscape and IMS

Healthcare

Doug HarveyManaging Director


30 Years

Managing Director Salomon Smith

Barney High Yield and Leverage

Finance Capital Markets

Olivier SaidiManaging Director

5 Gems Strategic Advisory

Aureon Labs

JC Decaux

13 Years

Chief Executive Officer of 5 Gems

Strategic Advisory

Co-Founder of Aureon Labs

Head of Strategy and Chief

Technology Officer of JC Decaux

Michael SeerySenior Vice President

Chanin Capital

15 Years

Financial Restructuring Senior Vice

President at

Chanin Capital Partners

Kristopher HopkinsSenior Vice President

Jefferies

Penske

9 Years

Automotive Group Vice President at

Jefferies

Michael EspinalSenior Vice President

Chanin Capital

Duff & Phelps

15 Years

Vice President at Chanin

Capital Partners

Vice President at Duff & Phelps

Mark SaraivaVice President

Houlihan Lokey Howard & Zukin

Ernst & Young

8 Years

Associate at Houlihan Lokey

Howard & Zukin

Michiel McCartyHead of Banking

Gleacher Partners

SG Warburg

Dillon Read

32 Years

Managing Director at Gleacher

Partners

Head of U.S. & Latin America

Investment Banking at SG Warburg

Christopher HeplerVice President

Parker / Hunter

6 Years

Analyst at Parker / Hunter

Nathan LaverriereAssociate

Citigroup

5 Years

Transaction Execution Group

Analyst at Citigroup

Jonathan MiscimarraAssociate

4 Years

Second Year Associate

Adam MostafaVice President

AQR Capital Management

Citigroup

7 Years

Associate at

AQR Capital Management

Healthcare Group

Analyst at Citigroup

Andrew BrucknerAssociate

3 Years

First Year Associate

Phil ReamManaging Director

Bear Stearns

Societe Generale


18 Years

Managing Director at Bear Stearns

Director at Societe Generale

Director at Salomon Smith Barney

Tristan BenozerAnalyst

1 Year

Analyst at GCA Savvian Advisors

Brian BlaneyAnalyst

1 Year

First Year Analyst

Diya SukhAnalyst

2 Years

Third Year Analyst

John BenekeChief Financial Officer

Morgan Stanley

Merrill Lynch

25 Years

Managing Director in Morgan

Stanley Finance Division

Controller for Morgan Stanley

Global Investment Banking

Thomas ThompsonManaging Director

Imperial Capital, LLC

Chanin Capital

CS First Boston

20 Years

Managing Director, Restructuring

Services, Imperial Capital LLC

Senior Vice President, Chanin

Capital

Page 8


EMS Energy Services

Mexico, S. de R.L. de

C.V.

$30,000,000

Revolving Factoring Line



July 2008

American Oriental

Bioengineering Inc.

$115,000,000

Convertible Offering


Co-Placement Agent

July 2008

Selected Financing Experience

Asia Special Situations

Acquisition Corporation

$115,000,000

Initial Public Offering


Co-Manager

January 2008

China Hydroelectric

Corporation

$150,000,000

Private Placement


Co-Placement Agent

January 2008

Advanced Life Sciences,

Inc.

$20,000,000

Private Placement


Co-Manager

December 2007

Neuro-Hitech, Inc.

$5,000,000

Private Placement

The undersigned acted as Sole Placement Agent

December 2007

Synthesis Energy

Systems, Inc.

$53,562,654

Common Stock



November 2007

Pan-European Hotel


€115,000,000



Lead Manager

July 2007

Primus

Telecommunications Inc.

$20,600,000

Equity Offering


Sole Book-Running Manager

July 2007

Advanced Technology


$172,500,000




June 2007

Shermen WSC Acquisition

Corporation

$138,000,000



Book-Running Manager

June 2007

Jingwei International, Ltd.

$16,975,000

Private Placement



May 2007


$150,000,000

144A Equity Offering



March 2007

Trans-India Acquisition

Corporation

$92,000,000



Co-Lead Manager

February 2007

Vion Pharmaceuticals Inc.

$60,000,000

Convertible Offering


Sole Underwriter

February 2007

Energy Maintenance

Services Group I, LLC

$83,000,000

Senior Secured Notes



March 2007

Circle International plc

£32,000,000

Private Placement

The undersigned acted as Sole Placement Agent

June 2008

Biotechnology Company

Up to $50,000,000

Equity PIPE Financing

The undersigned is acting asSole Placement Agent

.

Pending

AMI Holdings Corp.

$20,000,000

Senior Secured Credit

Facility

$27,000,000

Preferred Stock with

Common UnitsThe undersigned is acting as


Pending

Dental Lab Operator

Up to $15,000,000

Series B Preferred Stock

The undersigned is acting asSole Placement Agent

Pending

AOI Medical

$2,300,000

Convertible Subordinated

Debentures

The undersigned acted asSole Placement Agent

August 2009

Transforma Acquisition

Group Inc.

$100,000,000



Co-Lead Underwriter

December 2006

Page 9

Restaurant and Casino

Operator (Pacific NW)

$17,000,000

Senior Secured Term Loan

with Warrants

The undersigned is acting as


Pending

Third Party Administrator

Recapitalization

The undersigned is acting as Sole

Placement Agent

Pending



Selected M&A and Advisory Experience

Energy Maintenance

Services Group I, LLC

has completed a consent solicitation

related to its 11.5% Senior Secured

Notes due 2014 and Preferred Units


financial advisor

July 2008

ATS Corporation

has completed a

Warrant Exchange Offer

The undersigned acted as Dealer

Manager to ATS Corporation

May 2008


has acquired

S.A. Leão e Irmãos

Açúcar e Álcool


financial advisor to Brazil Ethanol, Inc.

January 2008

International Gold

Resources, Inc.

Has entered a financial advisory

relationship with the undersigned

July 2007

Meadow Creek

Development, LLC



July 2007

Quigley Corporation



May 2007

Springs Industries

has agreed to merge home textile

businesses with

Coteminas


financial advisor to Springs Industries

January 2006


has sold its Industrial Staffing

division to

Employment Plus, Inc.


financial advisor to Arcadia Resources

May 2009


has sold certain assets of its Home

Health Equipment division to

Aerocare Holdings, Inc.



May 2009


has sold certain assets of its Home

Health Equipment division to

Pacific Pulmonary



May 2009

Molecular Insight

Pharmaceuticals, Inc.



Ongoing

Avicena Group Inc.


relationship with

CRT Capital Group LLC

November 2007

Hispanic Teleservices

Corporation

has been acquired by

Teleperformance


financial advisor to Hispanic

Teleservices Corporation

November 2007

Transdel




August 2007

Shermen WSC Acquisition

Corp.

has acquired

Westway division of ED&F

MAN


financial advisor to Shermen WSC

June 2009

Trucking Company

Has entered into a financial advisory

relationship related to the sale of the

company with

Pending

Specialty Vehicle

Manufacturer



company with

Pending

Radiology Corporation of

America



company with

Pending

Home Healthcare Services

Company

The undersigned is acting as sole

financial advisor to the seller

Pending

AMI Holdings Corp.


financial advisor to the acquirer

Pending

Reproductive Research

Technologies


financial advisor to the seller

Pending

Page 10


http://www.quigleyco.com/index.html


Constar International, Inc.

$425,000,000

Restructuring


advisor to the Official Committee of

Unsecured Creditors

May 2009

Primus Telecommunications

$575,000,000

Restructuring


advisor to the Debtors

July 2009

Environmental Power

Corporation

$200,000,000

Restructuring


restructuring advisor to the Company

February 2009

Selected Restructuring Experience

Galvex

$150,000,000

Restructuring

Financial Advisor to Company

December 2005

Satelites Mexicanos

$600,000,000

Restructuring

Financial Advisor to the Ad-hoc

Noteholders Committee

April 2005

ATX Communications, Inc.

$250,000,000

Restructuring


Committee of Unsecured Creditors

April 2005

Ormet Corporation

$35,000,000

Financial Advisor

The undersigned acted as Financial

Advisor to Shareholder Counsel

June 2008

TOUSA, Inc.

$2,000,000,000

Financial Advisor


Advisor to the Majority Equity Holder

February 2008

American Restaurant

Group, Inc.

$50,000,000

Distressed Refinancing

The undersigned acted as Investment

Banker for Distressed Refinancing

December 2007

Primus

Telecommunications

$20,600,000

Equity Offering



July 2007

Federal Mogul

$2,700,000,000

Financial Advisor


advisor to the Asbestos Insurers

June 2007


Holding, Inc.

$80,000,000

Solvency Opinion

Financial Advisor to Board of Directors

issuing Solvency of Opinion

July 2006

Footstar

$350,000,000

Restructuring


Committee of Equity Holders

February 2006

Adelphia

$20,000,000,000

Restructuring



2007

RefCo

$16,800,000,000

Restructuring

Financial Advisor to the Ad Hoc


December 2006


Holding, Inc.

$57,200,000

Solvency Opinion


Advisor to Board of Directors issuing

Solvency Opinion

February 2007

Note: Includes transactions executed by CRT professionals prior to joining the firm

American Business

Financial Services

$1,000,000,000

Financial Advisor


Advisor to Underwriter Counsel

August 2008

Primus

Telecommunications

$130,000,000

Debt Exchange


Financial Advisor

May 2008

Sinclair Broadcast Group,

Inc.

$750,000,000

Restructuring


Financial Advisor

November 2009

Champion-Arrowhead LLC

$20,000,000

Financial Advisor


Advisor to the Board of Directors

September 2007

Auto Parts Supplier

$250,000,000

Financial Advisor


Financial Advisor to the Acquirer in the

acquisition of a division of Delphi

Pending

Radiology Corporation of

America

Restructuring


restructuring advisor to the Debtors

Pending


$27,000,000

Debt Restructuring


advisor to the Company

March 2009

Select Medical

Corporation


advisor and agent in debt repurchase

program

December 2008

Page 11


http://en.wikipedia.org/wiki/Image:REFCO_Logo.gif


CRT Healthcare Group


Why CRT Healthcare?

Page 13

CRT is a diversified

partnership of highly

experienced

professionals who are

providing a broad

range of financial

products and services

and objective advice

to companies who are

in the growth and

emerging markets

► Uniquely offers full range of financing / advisory products to growth companies

► Integrated support from banking / research / trading / sales

► Focuses on long-term relationships

► Broad capabilities enable objective advice

► Deep experience drives innovative, idea-driven solutions


Recent Healthcare Transactions

Page 14

Financings

AOI Medical

$2,300,000

Equity Private

Placement



August 2009

American Oriental

Bioengineering Inc.

$115,000,000

Convertible Senior

Notes


Co-Manager

July 2008

Circle

International plc

£32,000,000

Equity Private

Placement



June 2008

AMI Holdings Corp.

$35,000,000Equity Private

Placement

The undersigned is acting

as Sole Placement Agent

Pending

Vion Pharmaceuticals

Inc.

$60,000,000

Convertible Senior

Notes


Sole Manager

February 2007

Cell Therapeutics

$33,200,000

Convertible Senior

Notes


Sole Manager

April 2006

Oracle Healthcare

Acquisition Corp.

$115,000,000



Lead Manager

March 2006

Advanced Life Sciences,

Inc.

$20,000,000

PIPE Offering


Co-Placement Agent

December 2007

Quantum Dental

Resources

$15,000,000

Equity Private

Placement



Pending

Biotechnology

Company

$50,000,000Convertible Preferred

Placement



Pending

http://qdrinc.com/index.html


Recent Healthcare Transactions (Continued)

Page 15

M&A Advisory


has sold certain assets of its

Home Health Equipment

division to



Resources Inc.

May 2009


has sold certain assets of its

Home Health Equipment

division to



Resources Inc.

May 2009

Castle Dental Centers

has merged with


financial advisor to Castle

Dental Centers

April 2004

Home Healthcare

Services Company


as sole financial advisor

to the seller

Pending

United Benefits and

Pension Services, Inc.



to the seller

Pending

Radiology Corporation

of America



to the seller

Pending


has sold its Industrial

Staffing division to



Resources Inc.

May 2009

AMI Holdings Corp.


as sole financial advisor to

the seller

Pending

Reproductive Research

Technologies


as sole financial advisor to

the seller

Pending


Recent Healthcare Transactions (Continued)

Page 16

General Advisory

AOI Medical, Inc.

Has entered a financial

advisory relationship with

January 2008

Avicena Group Inc.



November 2007

Quigley Corporation



May 2007

Transdel




August 2007

ISTA Pharmaceuticals



June 2006

Molecular Insight




Pending

United Benefits and

Pension Services, Inc.



Pending

Radiology Corporation

of America

Restructuring


as financial advisor to the

Debtors

Pending


$27,000,000

Debt Restructuring


financial advisor to the

Company

March 2009

Select Medical

Corporation


financial advisor and agent

in debt repurchase program

December 2008

http://www.quigleyco.com/index.html

Documents

CRT Investment Banking LLC - Gershon Capital...Private Placements China Hydroelectric Corporation $150,000,000 Private Placement The undersigned acted as Co-Placement Agent Synthesis