Author: Luisa Beltran

Benjamin Ling is joining Khosla Ventures. Ling is a former Google, Facebook and YouTube executive. Most recently Ling was chief operating officer at Badoo.

PRESS RELEASE

MENLO PARK, Calif.–(BUSINESS WIRE)–Khosla Ventures, a venture assistance firm that focuses on sustainability and technology startups, announced today that Benjamin Ling, a former Google, Facebook and YouTube executive, will join the firm. Most recently Ben was chief operating officer at Badoo, where he oversaw product, engineering, marketing, operations, business development and corporate development.

While serving in executive roles, he has also developed a distinguished track record angel investing in technology companies, such as Fab.com, Palantir, Square, PracticeFusion, Quora and advisory positions in Pinterest and Pulse.

He will begin his new role at Khosla Ventures in May 2013.

“I love the Khosla Ventures approach of backing and assisting entrepreneurs who want to make big, impactful, long-term bets – who are not afraid to risk failure in an attempt to change the world. And the breadth of network and knowledge, along with the uncompromising work ethic of the Khosla team, helps entrepreneurs get the best possible assistance,” said Ben.

“We are thrilled to have Ben join us as he has shown himself to be an effective product executive, as well as a hands-on leader,” said Vinod Khosla, founder of Khosla Ventures. “Our belief in bringing the best venture assistance to our companies is why we’re very excited about the newest addition to the Khosla Ventures team.”

“Ben is an amazing entrepreneurial leader and has a great eye as an investor for both talent and ideas. I’m excited to see him join Khosla Ventures to find and foster the next set of entrepreneurs who will define the technology world,” said Marissa Mayer, CEO of Yahoo! and long-time friend and colleague to Ben.

About Khosla Ventures

Khosla Ventures offers venture assistance, strategic advice and capital to entrepreneurs. The firm helps entrepreneurs extend the potential of their ideas in breakthrough technologies in clean energy, mobile, IT, cloud, big data, storage, health, food, agriculture and semiconductors. Vinod Khosla founded the firm in 2004 and was formerly a General Partner at Kleiner Perkins and co-founder of Sun Microsystems. Khosla Ventures is based in Menlo Park, Calif. More information is available at http://www.khoslaventures.com.

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Activist investor Carl Icahn and Southeastern Asset Management Inc have initiated talks with banks and asset managers to begin syndicating a $5.2 billion term loan B to back their bid for Dell Inc, banking sources told Thomson Reuters LPC on Thursday.

(Reuters) – Activist investor Carl Icahn and Southeastern Asset Management Inc have initiated talks with banks and asset managers to begin syndicating a $5.2 billion term loan B to back their bid for Dell Inc, banking sources told Thomson Reuters LPC on Thursday.

Jefferies & Co is leading the deal.

Pricing on the loan is being guided at 350bp over Libor, though pricing could change as syndication efforts are only in the early stages, the same sources said.

Jefferies declined to comment. Calls to Carl Icahn, Southeastern and Dell were not returned by press time.

The arranger is asking for commitments as large as $1 billion and is expected to have lenders lined up as early as next week.
In a May 9 letter to Dell’s board, Icahn and Southeastern Asset Management, two of the company’s largest shareholders, proposed an alternative to a buyout deal led by founder Michael Dell and private equity firm Silver Lake Partners. Under the Icahn proposal, shareholders could hold onto existing stock with the option of receiving either a distribution of $12 per share in cash or $12 a share in stock valued at $1.65 per share.

The proposal would be financed by existing cash and about $5.2 billion in new debt.

This new bid by Icahn and Southeastern rival an offer made earlier by Michael Dell and Silver Lake Partners who are looking to take the company private for $13.65 a share, or $24.4 billion.

Dell has already received $13.75 billion in debt commitments from a number of banks and Microsoft Corporation to back that offer. Bank of America Merrill Lynch, Barclays, Credit Suisse and RBC Capital Markets agreed to provide $11.75 billion in bank lines and Microsoft agreed to purchase up to $2 billion in subordinated notes.

Icahn and Southeastern, which together own about 13 percent of Dell stock, have argued that the Silver Lake offer undervalues the company.

Dell’s shares rose 0.17 percent to $13.39 Thursday morning.

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Apax Partners has agreed to buy rue21 for $42 per share cash or about $1.1 billion. The deal represents a roughly 23% premium to rue21′s closing price yesterday. The board of rue21 has approved the deal. Rue21 is a specialty apparel retailer of girls and guys apparel and accessories. The deal includes a 40 day go-shop where the rue21 special committee can actively solicit, evaluate and enter into negotiations with other parties offering a superior proposal. J.P. Morgan Securities LLC, BofA Merrill Lynch and Goldman Sachs are providing financial advice to Apax. Perella Weinberg Partners is the financial advisor to the special committee. BofA Merrill Lynch, J.P. Morgan and Goldman Sachs are providing debt financing.

PRESS RELEASE

Warrendale, PA and New York, May 23, 2013 – rue21, inc. (Nasdaq: RUE), a leading specialty apparel retailer of girls and guys apparel and accessories, and Apax Partners, a global private equity firm, today announced a definitive agreement under which funds advised by Apax Partners will acquire all outstanding shares of rue21 for $42.00 per share in cash.  The transaction is valued at approximately $1.1 billion.  The transaction price represents a premium of approximately 23% to yesterday’s closing share price and approximately 42% to the 90-day volume weighted average price (VWAP).

The rue21 Board of Directors approved the agreement based on the unanimous recommendation of a Special Committee comprised of three independent directors: Bruce Hartman, Arnold Barron and Harlan Kent.  The Special Committee is being advised by Perella Weinberg Partners, as financial advisor, and Kirkland & Ellis LLP and Potter Anderson & Corroon LLP, as legal advisors.  Two rue21 directors who are partners of Apax recused themselves from Board discussions and the Board vote regarding the transaction.  Bob Fisch, rue21’s Chairman, President and CEO, also recused himself from the Board vote.

As part of the agreement, the Special Committee, with the assistance of its advisors, will conduct an initial 40-day “go-shop” process starting today during which it will actively solicit, evaluate and potentially enter into negotiations with any parties willing to offer a superior acquisition proposal.  The go-shop process provides for a low termination fee of 1% (approximately $10 million) to be paid to Apax.  rue21 management, including Bob Fisch, has not entered into any arrangements with Apax and is willing to work with any party that emerges through the go-shop process.
The SKM II funds, which collectively own approximately 30% of the outstanding shares of rue21, have entered into a support agreement to vote their shares in favor of the transaction with Apax. Pursuant to the terms of the support agreement, if the agreement with Apax is terminated and rue21 enters into a superior transaction, the SKM II funds have agreed to vote their shares in favor of such superior transaction on the same pro rata basis as unaffiliated stockholders.  In addition, the transaction with Apax is subject to approval by a majority of the rue21 shares excluding SKM II’s shares. The SKM II funds were established in 1998 and the rue21 stake is their last remaining investment.  Since 2005, the SKM II funds have been associated with Apax Partners.   The SKM II funds were independently advised in this transaction.

Bruce Hartman, Chairman of the Special Committee, stated, “This transaction is the result of diligent analysis and thoughtful deliberations by the Special Committee over many months with the assistance of our advisors.  This all-cash transaction delivers substantial and certain value, and we believe it is in the best interests of rue21 stockholders.  To ensure we are maximizing value for rue21 stockholders, we are also committed to running a comprehensive go-shop process to determine if there are any superior alternatives that may exist to the Apax transaction.”

John Megrue, Chief Executive Officer of Apax Partners U.S. and Partner in the firm’s Retail & Consumer team, said,  “We are very proud of the growth that rue21 has achieved.  I have worked closely with Bob Fisch to support the Company’s growth from less than 100 stores at the time of the initial investment in 1998 to over 900 stores today, and Apax is excited to continue the journey with the Company’s senior management team.”

Bob Fisch, Chairman, President and CEO of rue21, said, “Thanks to the hard work of our associates, rue21 has generated strong top and bottom line growth both as a private company and as a public company.  We are proud that a sophisticated investor such as Apax continues to believe in our core strategy and recognizes our value-generating capabilities.  This transaction will allow us to focus on achieving our long-term objectives, including growing our business to over 1,700 stores in the U.S. and successfully implementing new initiatives such as e-commerce and rueMan.”

Preliminary First Quarter 2013 Results
rue21 also announced preliminary earnings per share and comparable store sales results for the first quarter ending April 30, 2013.  Net sales for the quarter increased 9.1%, while comparable store sales decreased 4.6% from the year-ago quarter.  Diluted EPS is expected to be $0.44.

Commenting on the results, Fisch said, “This quarter rue21 was impacted by the same challenges that affected the entire industry – unseasonably cool weather, higher payroll taxes and delayed tax refunds.  All of these factors affected shopping patterns and resulted in a tougher quarter than we had forecasted in terms of sales growth.   Looking ahead we expect both the weather and consumer spending to improve and believe our 2013 strategic initiatives, including opening 125 stores in 2013, will allow us to deliver consistent, strong profit growth to our stakeholders.”

rue21 will announce full first quarter fiscal 2013 results on June 5, 2013, and host a conference call that day at 4:30 p.m. Eastern Time. The conference call will also be webcast live at www.rue21.com under the Investor Relations section.  A replay of this call will be available on the Investor Relations section of the Company’s website, www.rue21.com, within two hours of the conclusion of the call and will remain on the website for 90 days.

Additional Transaction Details
The transaction is expected to close before the end of calendar 2013, subject to approval by the majority of the stockholders unaffiliated with the SKM II funds as well as customary closing conditions.  The transaction is not subject to financing.  Following completion of the transaction, rue21 will remain headquartered in Warrendale, Pennsylvania.

Perella Weinberg Partners is acting as financial advisor to the Special Committee of the rue21 Board of Directors.  Kirkland & Ellis LLP and Potter Anderson & Corroon LLP are acting as legal advisors to the Special Committee.

J.P. Morgan Securities LLC (lead advisor), BofA Merrill Lynch and Goldman Sachs are providing financial advice to Apax.  Committed debt financing for the transaction is being provided by BofA Merrill Lynch, J.P. Morgan and Goldman Sachs.  Simpson Thacher & Bartlett LLP and Richards, Layton and Finger, P.A. are acting as legal advisors to Apax Partners.  Ropes & Gray LLP is acting as legal advisor to the SKM funds.

About rue21, inc.
rue21 is a leading specialty apparel retailer offering exclusive branded merchandise and the newest trends at a great value. rue21 currently operates 932 stores in 47 states. Learn more at www.rue21.com.

About Apax Partners
Apax Partners is one of the world’s leading private equity investment groups. It operates globally and has more than 30 years of investing experience. Funds under the advice of Apax Partners total over $40 billion. These Funds provide long-term equity financing to build and strengthen world-class companies.

Over the past 10 years, funds advised by Apax have invested approximately $6.3 billion of equity in retail and consumer businesses. Apax has extensive experience in fashion apparel, footwear and accessories through current and previous investments including Tommy Hilfiger Corporation, an apparel retail company and one of the world’s leading lifestyle brands, which was acquired by PVH Corp. Apax also partnered with PVH in the company’s successful acquisition of Calvin Klein. Other fund investments include Advantage Sales & Marketing, the premier outsourced sales and marketing services provider to consumer packaged goods companies and retailers in North America, and Cole Haan, a leading designer and retailer of premium footwear and related accessories. Internationally, funds advised by the firm are currently invested in New Look, a UK-based value fashion retailer and Takko, a value apparel retailer operating in Germany, Central Europe and Russia. Notable investments in retail and consumer businesses by Apax include Dollar Tree, Children’s Place, Bob’s Discount Furniture, Sunglass Hut, Charlotte Russe, Tommy Bahama, Hibbett Sporting Goods, Teavana, Ollie’s Bargain Outlet, Comark, CBR, Lifetime Fitness, Spyder Active Sports, Miller’s Ale House and Café Rio.
Important Additional Information and Where to Find It
In connection with the proposed transaction, rue21 intends to file a proxy statement with the Securities and Exchange Commission (the “SEC”) and mail it to its stockholders. Stockholders of rue21 are urged to read the proxy statement and the other relevant material when they become available because they will contain important information about rue21, the proposed transaction and related matters. STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED MERGER. The proxy statement and other relevant materials (when available), and any and all documents filed by rue21 with the SEC, may also be obtained for free at the SEC’s website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by rue21 by directing a written request to rue21, Attention Corporate Secretary, 800 Commonwealth Drive, Warrendale, Pennsylvania, 15086.
This announcement is neither a solicitation of proxy, an offer to purchase nor a solicitation of an offer to sell shares of rue21. rue21, its executive officers and directors may be deemed to be participants in the solicitation of proxies from the security holders of rue21 in connection with the proposed merger. Information about those executive officers and directors of rue21 and their ownership of rue21 common stock is set forth in the rue21 proxy statement for its 2013 Annual Meeting of Stockholders, which was filed with the SEC on April 26, 2013, and its Annual Report on Form 10-K for the year ended February 2, 2013, which was filed with the SEC on April 3, 2013. These documents may be obtained for free at the SEC’s website at www.sec.gov, and from rue21 by contacting rue21, Attention Corporate Secretary, 800 Commonwealth Drive, Warrendale, Pennsylvania, 15086. Additional information regarding the interests of participants in the solicitation of proxies in connection with the transaction will be included in the proxy statement that rue21 intends to file with the SEC.
Forward-Looking Statements
This release may include predictions, estimates and other information that might be considered forward-looking statements, including, without limitation, statements relating to the completion of this transaction. These statements are based on current expectations and assumptions that are subject to risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors, including: (1) rue21 may be unable to obtain stockholder approval as required for the transaction; (2) conditions to the closing of the transaction may not be satisfied; (3) the transaction may involve unexpected costs, liabilities or delays; (4) the business of rue21 may suffer as a result of uncertainty surrounding the transaction; (5) the outcome of any legal proceedings related to the transaction; (6) rue21 may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement; (8) the ability to recognize benefits of the transaction; (9) risks that the transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the transaction; and (10) other risks to consummation of the transaction, including the risk that the transaction will not be consummated within the expected time period or at all. Additional factors that may affect the future results of rue21 are set forth in its filings with the SEC, including its Annual Report on Form 10-K for the year ended February 2, 2013, which is available on the SEC’s website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date thereof. Except as required by applicable law, rue21 undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date thereof.

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Caroline Bibb has joined J.F. Lehman & Co. as an MD, operations. Bibb spent more than a decade at Honeywell International where she most recently served as a Senior Vice President and General Manager.

PRESS RELEASE

NEW YORK – J.F. Lehman & Company, a leading middle-market private equity firm focused on the defense, aerospace and maritime sectors, is pleased to announce the addition of Caroline R. Bibb as Managing Director, Operations. Ms. Bibb will be involved in all aspects of the firm’s private equity investment program, from due diligence and evaluation of investment opportunities to development and execution of J.F. Lehman’s strategic plan for new portfolio companies. In particular, Ms. Bibb will focus on the operational evaluation, oversight and direction of portfolio companies from acquisition through exit.
Ms. Bibb brings 30 years of management, operations and engineering experience to her role at J.F. Lehman. For more than a decade at Honeywell International, Ms. Bibb held roles of increasing responsibility and managed operating units ranging in size from $220 million to $900 million and up to 3,000 employees; she most recently served as a Senior Vice President and General Manager. Ms. Bibb also served in a variety of management and engineering roles at AlliedSignal prior to its merger with Honeywell.
“Carol is a seasoned industry executive with a background perfectly suited to her role at J.F. Lehman & Company. We expect she will be an outstanding addition to our operations team,” said Steve Brooks, a Partner with the firm. “We expect our portfolio companies to benefit immensely from Carol’s years of experience in running all aspects of successful businesses.”
Ms. Bibb earned a B.S. in Chemical Engineering from Tennessee Tech University and an M.B.A. from The College of William & Mary. She completed the Director Development Program at the Kellogg School of Executive Management at Northwestern University. Ms. Bibb is Six Sigma Black Belt certified.

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GiftCards.com has agreed to buy Giftly. Financial terms weren’t announced.  San Francisco-based Giftly lets consumers buy and deliver digital gifts via its website and free app.

PRESS RELEASE

PITTSBURGH, May 22, 2013 /PRNewswire/ – GiftCards.com™, the leading website for gift cards, today agreed to acquire Giftly, the leading mobile gifting app, to build a digital and mobile commerce platform in the $110 billion gift card industry.
Founded in 1999, GiftCards.com commands strong positions in both the plastic and digital gift card spaces. With long-standing bank relationships and as a certified issuer of all three major payment networks, the company prints on-demand custom gift-cards in its own facility. As the number one gift cards website in traffic and leading organic searches on all things gift cards, it offers the widest range of products: personalized, pre-designed, virtual, local, group, and discount gift cards. It has 3 industry-related patents issued and another 38 pending for game-changing business concepts.
Giftly, a two-year old startup based in San Francisco, enables consumers to buy and deliver digital gifts via its website and free app. Giftly has pioneered a new platform for gift cards which sends gift credits to recipients when they redeem a gift, rather than issuing plastic cards, and requires no point of sale integration.
“Digital and mobile gifting is the future of the industry and we have invested heavily in patenting technologies in this space” stated, Jason Wolfe, CEO of GiftCards.com. “The Giftly acquisition is a logical and exciting step into building the industry’s future with an established partner in the fast-growing m-commerce space.” CEB estimates that 85% of US consumers exchanged gift cards in 2012 and projects electronic gifting will grow to $15 billion by 2015.
Giftly will be rolled into the GiftCards.com operation but will maintain its offices in San Francisco. “This is an exciting opportunity for Giftly,” commented CEO Timothy Bentley, “by partnering with GiftCards.com, we can combine the strengths of a traditional gift card player with the innovative platform that Giftly has developed.”
GiftCards.com is talking to a number of venture firms and strategic investors to raise its first round of funding to accelerate the combined companies’ growth.
About GiftCards.com
GiftCards.com, is the online leader in gift cards, has been selling gift cards online for over 10 years.  GiftCards.com is the most trafficked gift card website, and has sold over 5 million gift cards to consumers and corporations.  GiftCards.com has been a leader in gift card innovation and has over 38 patents filed with 3 issued patents, some patents currently licensed in the gift card industry.
About Giftly
Giftly is pioneering the future of the gift card industry by re-inventing gift cards to incorporate social and mobile technologies. Giftly turns each gift given into an interactive experience. Giftly makes it possible to give a gift card for an item or experience at any merchant nationwide.

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Spencer Wang is joining Berenson & Company as senior advisor. Wang is the former Head of US Media & Internet Equity Research at Credit Suisse.

PRESS RELEASE

NEW YORK, May 22, 2013 /PRNewswire/ – Berenson & Company, a leading independent merchant-banking firm, announced today that Spencer Wang , the former Head of US Media & Internet Equity Research at Credit Suisse, will join Berenson as a Senior Advisor.  Mr. Wang left Credit Suisse in 2012 to pursue a number of media and internet investment opportunities on his own, and will continue to spend time on such activities.

During his career as a top equity analyst, Mr. Wang was named to Institutional Investor’s prestigious All-America Research Team for eight consecutive years in multiple and different categories, including Entertainment, Internet, Cable/Satellite TV, and Broadcasting.  He joined Credit Suisse in 2008 as the senior analyst covering the Internet and Entertainment sectors, and as Sector Head oversaw a team of 12 research professionals across Media, Internet and Telecom. Prior to joining Credit Suisse, he worked in a similar capacity for numerous leading investment banks including Bear Stearns, JP Morgan, and Salomon Smith Barney .
“Spencer is yet another example of how our firm is building a truly proprietary set of capabilities in the Media, Entertainment, Telecom and Technology sectors,” said Jeffrey Sechrest , President of Berenson & Company.  “He is well-known among the major Media and Internet companies for his deep understanding of the convergence of media and technology, and what it means for the future of their businesses.  Spencer joins Jon Newcomb and Keith Cowan as true industry experts we have added over the past year who provide us a level of operational and strategic insight that is unique among investment banks.”
Lisbeth Barron , Head of the Media, Entertainment & Leisure practice at Berenson, added, “I have known Spencer for many years going back to our time together at Bear Stearns, and have been seeking a partnership with him for some time. I am delighted that we will once again be able to work closely together.  He is visionary in his understanding of the media and internet sectors, and is a perfect fit for our strategy of delivering deep domain expertise and unique insights to our clients.”
“The convergence of media, telecom and technology is causing enormous change, which is in turn creating unprecedented opportunity,” said Mr. Wang.  “Berenson & Company is clearly building a franchise to help clients understand and take advantage of those new possibilities, and I very much look forward to leveraging my knowledge and engaging my network as part of the firm.”
Mr. Wang holds a B.S. in International Trade from Johns Hopkins University. He lives in New York City.
About Berenson & Company (www.berensonco.com) 
Founded in 1990, Berenson & Company is an independent investment banking firm that provides high quality financial advice to a broad range of public and private corporations, financial institutions, equity sponsors, management teams and entrepreneurs. The Firm’s investment banking capabilities include a comprehensive suite of mergers & acquisitions advisory services, public and private financings of debt and equity, and financial restructuring and recapitalizations. Its business philosophy is characterized by an objective, client-focused approach, and it is recognized for its unique insights and creative problem-solving in industries that are undergoing significant disruption.

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BDCA Adviser has hired a team of lower middle market executives: Lloyd Sams, Scott Chappell, and Damien Dovi. The three execs previously worked at BIA Digital Partners. BDCA, which is backed by American Realty Capital, focuses on middle market investment opportunities in a variety of industries.

PRESS RELEASE

NEW YORK, May 20, 2013 /PRNewswire/ — BDCA Adviser LLC, an SEC-registered investment adviser that manages Business Development Corporation of America, a non-traded business development company, has hired a team of veteran lower middle market investors to launch its lower middle market investing activities. Lloyd Sams , Scott Chappell , and Damien Dovi joined the firm in May to spearhead this initiative.
BDCA Adviser focuses on both sponsored and non-sponsored middle market investment opportunities in a variety of industries. This new team has significant experience providing both senior and junior capital to small and medium-sized businesses seeking funding for acquisitions, refinancings, or organic growth.
“Lloyd, Scott and Damien bring tremendous experience to BDCA’s platform as we continue to increase our participation in direct-to-company, lower middle market financings,” comments Bob Grunewald , Chief Investment Officer at BDCA Adviser. “In addition to attractive senior secured financing opportunities in the lower middle market, they also will expand our product offering into higher-yielding, junior capital solutions.”
Sams, Chappell and Dovi have worked together for the past 11 years at BIA Digital Partners, a set of private mezzanine funds focused on the business services, media and telecom sectors. Both funds are Small Business Investment Companies (SBICs) and serve the lower middle market, generally defined as companies with between $3 million and $20 million of EBITDA and $30 million to $150 million of total enterprise value. They will pursue a similar strategy at BDCA and can deliver senior solutions as well as unitranche, subordinated debt and structured equity.
Managing Directors, Sams and Chappell, previously worked at First Union National Bank (now Wells Fargo). Sams managed the Communications and Media Finance Group, the largest specialized lending division at the bank, for seven years. Previously he was a team leader and banker at The First National Bank of Chicago (now JP Morgan). Sams was a co-founder of BIA Digital Partners in 1999. Chappell was a banker in the Private Placements and High Yield Groups within First Union Capital Markets for six years. He later joined Thomas Weisel Partners (now Stifel Nicholas) as an investment banker before joining BIA Digital Partners in 2001. Dovi, a Director at BDCA, was hired by BIA Digital Partners in 2002 after three years in the Sports and Entertainment Group at Bank of America. He moved from an underwriting role into an origination role at BIA Digital Partners in 2010.
“When combined with our recently-hired Middle Market team of Joe Taylor , Jim Fisher and Doug Lyons , this Lower Middle Market Team gives BDCA Adviser full coverage of U.S. businesses that have been starved for growth capital since the financial crisis of 2008 and 2009. We believe BDCA can deliver flexible, cost-effective capital to the entire middle market through this expanded team,” states Pete Budko , Chief Executive Officer of BDCA Adviser.
BDCA Adviser is owned by American Realty Capital, a full-service investment advisory firm sponsoring a series of investment programs with an emphasis on publicly registered non-traded real estate offerings.

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Seaport Capital said Wednesday it completed the sale of MCV Broadband to NTT DOCOMO for an enterprise value of about $130 million. MCV is a cable and internet provider on Guam.

PRESS RELEASE

NEW YORK, NY–(Marketwired – May 22, 2013) – Seaport Capital, a private equity firm focused on investments in the communications, information technology, and business services sectors, announced today that it has completed the sale of MCV Broadband, the leading triple-play cable television, internet, and telephone provider on Guam, to NTT DOCOMO, INC., a Japan-based global operator of wireless communications networks, for an enterprise value of approximately $130 million USD.
Since the company’s acquisition by Seaport Capital in 2005, MCV has upgraded its network and programming distribution capabilities, and expanded its product offering from analog video to a fully-digitized triple-play solution. Over the last two years, MCV has further expanded its telephone, Internet, and video services to the commercial market on Guam.
The combined company will have the capability to offer a fully-integrated quadruple-play video, internet, home telephone, and mobile telephone solution leveraging the combined network infrastructure of MCV and NTT DOCOMO’s wholly-owned Guam subsidiary, DOCOMO Pacific.
“We are very excited about the combination of MCV with DOCOMO,” said MCV’s Craig Thompson. “We are proud of all that we’ve accomplished over the last 8 years with Seaport Capital, and very much appreciate their support and investment.”
“We appreciate the efforts of Craig Thompson and his team at MCV over the past 8 years,” said Bill Luby, partner at Seaport Capital. “We are proud of MCV’s reputation as the premier communications provider on Guam and consider it a testament to the team’s commitment to customer service. The DOCOMO-MCV combination will create a dynamic company that will deliver even greater customer satisfaction in the years ahead, and we wish the company continued success.”
Waller Capital Partners served as exclusive advisor to Seaport Capital and MCV on the transaction. Kramer Levin Naftalis & Frankel LLP served as legal counsel to Seaport Capital and MCV.
About Seaport Capital
Founded in 1997, Seaport Capital provides capital to middle market companies in the communications, information and business services sectors. Seaport works with talented management teams to create valuable companies that are leaders in their market segments. Seaport’s extensive investing experience enables it to develop winning strategies; its relationship and resources help achieve them. The firm seeks to invest $5 to $25 million of equity capital in each portfolio company. For additional information, visit www.seaportcapital.com.
About MCV Broadband
MCV Broadband is the leading cable and internet provider on Guam, offering cable television, internet and home telephone to residential and commercial customers. MCV was the first to bring “real-time” digital cable to Guam along with being the first ISP registered in the Marianas. The company provides service to over 30,000 subscribers and employs over 200 island residents. For additional information, visit http://www.mcvguam.com/.

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American Capital Energy & Infrastructure said Wednesday that Lisa Pinsley and Pol Mijares have joined. Pinsley will be director of Africa investments while Mijares will be a senior associate. American Capital Energy & Infrastructure also said that Peter Bird and Venu Nambiar were named senior advisors. Most recently, Pinsley was a VP of AES Africa Power Company, while Mijares worked at The AES Corporation in business development. American Capital Energy & Infrastructure is part of American Capital.

PRESS RELEASE

ANNAPOLIS, Md., May 22, 2013 /PRNewswire/ — American Capital Energy & Infrastructure announced today that is has expanded its global investment team with two new members: Lisa Pinsley , Director of Africa Investments and Pol Mijares, Senior Associate. The company also appointed Peter Bird and Venu Nambiar as Senior Advisors. The team will focus on sourcing investments opportunities in global energy infrastructure assets as well as product and service companies in the power and energy sectors.
“We are delighted that Lisa, Pol, Peter and Venu, all experienced industry professionals, are joining the investment team,” said Paul Hanrahan , Chief Executive Officer of American Capital Energy & Infrastructure. “Their combined experience in investing, managing and advising in the energy and infrastructure sectors, as well as their established relationships worldwide, will enable us to navigate the global energy and infrastructure market and find the best investment opportunities.”
Investment Team
Lisa Pinsley is responsible for sourcing opportunities in sub-Saharan Africa. Prior to joining American Capital Energy & Infrastructure, Ms. Pinsley served as a Vice President of AES Africa Power Company, where she focused on power and energy infrastructure opportunities on the African continent. Ms. Pinsley has 15 years of experience in emerging markets and finance. In addition, she served as Chief of Staff to the Afghan Minister of Finance focusing on the country’s economic reform programs with the International Monetary Fund and World Bank.
Prior to joining American Capital Energy & Infrastructure, Pol Mijares worked at The AES Corporation (“AES”) in a number of roles in business development, commodities, and risk management supporting businesses located throughout the United States, Europe, Asia, and Latin America. Prior to AES, Mr. Mijares was an investment banker at Bear Stearns & Co. and Banc of America Securities, LLC where he focused on executing buy-side and sell-side M&A engagements, as well as structuring high-yield and investment grade debt financings for public and closely held companies.
Senior Advisors
Peter Bird advises American Capital Energy & Infrastructure on sourcing opportunities in Asia. Until June 2012, Mr. Bird served as an Executive Vice-Chairman of Rothschild’s South East Asian global financial advisory business. In this role, Mr. Bird’s experience included advising leading corporations on acquisitions and divestitures in the infrastructure sector; advising numerous governments on privatizations in both developed and emerging economies; advising borrowers on project finance, acquisition financing, refinancing, insolvency and debt restructuring; advising utilities and public sector bodies on competitive solicitations and tender design; and advising governments on energy industry restructuring in the U.K., Europe, Australia, South America and Asia. Prior to joining Rothschild in 1990, Mr. Bird worked as an economic consultant and economic researcher focused on the energy sector and as an academic economist at the University of Stirling.
Mr. Bird serves on the board of InfraCo Asia Development Pte., Ltd., a donor-funded infrastructure development company focused on low-income emerging markets in Asia, and Vector, Ltd., a listed infrastructure group that owns and manages a portfolio of energy and fiber optic infrastructure networks in New Zealand.
Venu Nambiar advises American Capital Energy & Infrastructure on sourcing opportunities in the Middle East, North Africa, and South Asia. Prior to joining the company, Mr. Nambiar served as a Vice President of AES with primary regional responsibilities for the Middle East, North Africa and South Asia. During his tenure at AES, Mr. Nambiar held various senior positions including serving as the CEO of AES Oasis Limited, Chairman and Managing Director of AES India, and Managing Director for Business Development and M&A in Asia and Middle East. Mr. Nambiar has over 21 years of experience in the energy industry with 15 years dedicated to investing and managing growth in emerging markets.
American Capital Energy & Infrastructure is part of American Capital, Ltd.’s (Nasdaq: ACAS) (“American Capital”) asset management affiliate, American Capital Asset Management, LLC. American Capital Asset Management is dedicated to creating, capitalizing and managing alternative investment funds across asset classes, including energy and infrastructure, real estate, private equity and private finance. American Capital has committed $200 million to support American Capital Energy & Infrastructure initiatives.
ABOUT AMERICAN CAPITAL ENERGY & INFRASTRUCTURE
American Capital Energy & Infrastructure invests in global energy infrastructure assets, including power generation facilities, power distribution and transmission networks, energy transportation assets, fuel production opportunities and product and service companies focused on the power and energy sectors. For further information, please refer to www.ACEI.com.
ABOUT AMERICAN CAPITAL
American Capital, Ltd. (Nasdaq: ACAS) is a publicly traded private equity firm and global asset manager. American Capital, both directly and through its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance, real estate and structured products. American Capital manages $21.2 billion of assets, including assets on its balance sheet and fee earning assets under management by affiliated managers, with $112 billion of total assets under management (including levered assets). Through an affiliate, American Capital manages publicly traded American Capital Agency Corp. (Nasdaq: AGNC) with approximately a $13 billion market capitalization and American Capital Mortgage Investment Corp. (Nasdaq: MTGE) with approximately a $1.5 billion market capitalization. From its eight offices in the U.S. and Europe, American Capital and its affiliate, European Capital, will consider investment opportunities from $10 million to $750 million. For further information, please refer to www.AmericanCapital.com.

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Audax Group said Tuesday it completed the recap of Chesapeake Research Review, which does business as Chesapeake IRB. Financial terms weren’t announced. Columbia, Md.-based Chesapeake provides independent institutional review board services to pharmaceutical, biotech and medical device companies, universities, academic medical centers, and hospital systems. Madison Capital Funding provided financing for the deal.

PRESS RELEASE

BOSTON–(BUSINESS WIRE)–Audax Group announced it has completed the recapitalization of Chesapeake Research Review, Inc., d/b/a Chesapeake IRB (“Chesapeake”). Headquartered in Columbia, Maryland, Chesapeake is a leading provider of independent institutional review board (“IRB”) services to major pharmaceutical, biotech and medical device companies, universities, academic medical centers, and hospital systems. Chesapeake performs independent reviews of proposed research projects and principal investigators to assure the protection and welfare of human subjects in clinical trials.

Geoffrey S. Rehnert, Co-CEO of Audax Group, said “Chesapeake operates an independent IRB with a leading reputation and a differentiated 21 CFR Part 11 compliant IT platform in a fragmented and growing market. We look forward to working with Dr. Felix Gyi and his team to grow the business organically and through strategic add-on acquisitions and expanding into adjacent services.”

Dr. Felix Gyi, Founder and CEO of Chesapeake, said “We are excited to partner with Audax Group as we embark on this new stage for our business. Their operational expertise and successful track record in sourcing and integrating add-on acquisitions will be an asset as we continue to build Chesapeake’s market presence as a leading IRB.”

Goulston & Storrs and Kirkland & Ellis LLP served as counsel to Audax Group. Shea & Associates, Inc. advised Chesapeake. Madison Capital Funding LLC provided financing to support the transaction.

ABOUT AUDAX GROUP

Audax Group, founded in 1999, is a leading investor in lower-middle market companies. With offices in Boston and New York, Audax has over $5 billion in assets under management in its Private Equity, Mezzanine, and Senior Debt businesses. For more information visit the Audax Group website www.audaxgroup.com.

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Peak Rock Capital has acquired Atlas Paper Mills. Financial terms weren’t announced. Miami-based Atlas makes tissue paper.

PRESS RELEASE

Austin, TX, May 21, 2013 – An affiliate of Peak Rock Capital (“Peak Rock”) announced today that it has acquired Atlas Paper Mills, LLC (“Atlas” or the “Company”), a leading manufacturer of tissue paper.

Headquartered in Miami, FL, Atlas is a leading company in the manufacture of tissue products, utilizing 100% recycled fiber. The Company produces a complete line of tissue products; including bath tissue, towels and facial tissue, serving leading customers in both the away-from-home and retail channels. This strategic approach has allowed the Company to develop long-term relationships with an attractive customer base. The Company provides both branded (“Green Heritage”) and private label products throughout North America.
Anthony DiSimone, CEO of Peak Rock Capital, said, “Atlas is a great example of our interest in investing in middle market businesses that can benefit from our resources and expertise to enhance their growth and strategic position; it also highlights our continued interest in the manufacturing and consumer product sectors.”
Peter Leibman, Managing Director of Peak Rock Capital, added, “Atlas has a strong competitive position as a supplier of ‘green’ tissue products with long-standing customer relationships.  We believe Atlas is an excellent platform for expansion through organic growth and strategic add-on acquisitions and are excited to work with the Company’s outstanding management team in pursuing these opportunities.”

Joe Tadeo, CEO of Atlas Paper Mills, commented, “We are very pleased that Peak Rock is investing in Atlas and believe we will benefit from Peak Rock’s knowledge of the industry and resources to support investments in strengthening and expanding our core business. This is an exciting time for Atlas, and we look forward to growing our business in partnership with our customers, suppliers and employees.”

ABOUT ATLAS PAPER MILLS
Atlas Paper Mills is a Miami, FL based manufacturer of tissue products, utilizing recycled fiber. Atlas supplies private label and branded bath tissue, towels and facial tissue to a diversified mix of customers in the away-from-home and value retail channels. Atlas produces approximately 34,000 tons of recycled tissue products per year and converts approximately three million cases of tissue and towels. For further information about Atlas Paper Mills, please visit www.atlaspapermills.com.
ABOUT PEAK ROCK CAPITAL
Peak Rock Capital is an Austin, TX based private equity firm that makes debt and equity investments in middle market companies. Peak Rock invests in companies where it can support senior management in driving rapid growth and profit improvement through operational and strategic changes. Peak Rock’s principals have deep expertise in complex situations, with the ability to provide tailored capital solutions and close transactions quickly where speed and certainty are priorities. For further information about Peak Rock Capital, please visit www.peakrockcapital.com.

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Adaptive Planning said Tuesday it secured $45 million in venture funding led by Bessemer Venture Partners. Existing investors ONSET Ventures, Norwest Venture Partners (NVP), RBC Venture Partners, Cardinal Venture Capital, and Monitor Ventures also participated. Mountain View, Calif.-based Adaptive Planning provides cloud-based business analytics solutions for companies and nonprofits.

PRESS RELEASE

San Francisco, Calif., May 21, 2013 – Adaptive Planning, the worldwide leader in cloud-based business analytics solutions for companies and nonprofits of all sizes, today announced at its Accelerate 2013 global user conference that it has secured a major new round of $45 million in venture funding.  Bessemer Venture Partners (BVP), a premier global venture capital firm, led the round, with existing investors ONSET Ventures, Norwest Venture Partners (NVP), RBC Venture Partners, Cardinal Venture Capital, and Monitor Ventures also participating.  Adaptive Planning will use the additional capital to scale its direct sales and partner channels in North America, expand into attractive new enterprise and international markets, and drive new product innovation.

“The addition of Bessemer as an investor is a great testament to our market leadership – to our exceptional customer growth, product innovation, and high levels of customer satisfaction,” said John Herr, CEO of Adaptive Planning.  “We grew new software bookings by 90 percent last year with high capital efficiency.  As such, we didn’t need to raise more capital, but did so to take advantage of a huge opportunity in front of us to build a dominant global presence in a rapidly growing market.  What’s more, BVP is a great partner with an outstanding SaaS track record, and we look forward to working closely with them to maximize this business opportunity.”
As part of the funding, Byron Deeter, a BVP partner and an industry leader in cloud technology investments, will join Adaptive Planning’s board of directors.  “We see the stars aligning with Adaptive Planning:  the company is at the intersection of increasing cloud adoption, an acute market need for better analytics, and a customer base that is passionate about its products,” said Byron Deeter, whose firm is one of the leading cloud/Saas venture firms with successful cloud investments in companies such as Box, Cornerstone OnDemand, DocuSign, Eloqua, LinkedIn, and Skype.  “Combining cloud leadership in a huge, and largely untapped, market with a top-notch team to lead the company’s growth, Adaptive is poised to win.”

“Adaptive Planning is on an impressive trajectory,” added Sergio Monsalve, Partner at NVP.  “The company has built and significantly expanded its cloud business analytics platform to empower finance and operational teams. Its unique ability to transform planning, consolidations, reporting and analysis has resulted in improved costs, productivity and critical business decisions for thousands of brand name customers worldwide.”

With 5x more customers than all other cloud competitors combined, Adaptive Planning has become the solution of choice for cloud-based corporate performance management (CPM) and business intelligence (BI).  Addressing a $33 billion market, Adaptive Planning has more than 1,600 customers in 80 countries worldwide, with the number one market share and the top customer satisfaction rating among all cloud providers in its category.

“Adaptive Planning has always been very effective at anticipating and capitalizing on evolving market drivers to create strong demand.  The rapid move to cloud computing, the rise of mobile computing, and the need to make better, faster, data-driven decisions have been great opportunities for the company, “ said Terry Opdendyk, Founder and Partner of ONSET Ventures, which has been an investor in the company since its formation.  “As an alternative to manual, spreadsheet-based processes and legacy on-premises software, Adaptive Planning is establishing a new standard for cloud-based BI and CPM solutions.”

“Adaptive’s rapid growth path is a function of its customers’ satisfaction,” commented Robert Antoniades, a Partner at RBC Venture Partners, an existing investor in Adaptive Planning.  “The new infusion of capital will help accelerate the company’s market leadership, world-class product innovation, and global expansion.”
The funding announcement is part of the news announced this week at Adaptive Planning’s annual user conference, Accelerate 2013, at the Hotel Nikko in San Francisco on May 21-22.  The conference is the largest annual global gathering of cloud BI and CPM professionals, with approximately 500 Adaptive Planning customers and partners attending.
The news comes on the heels of an announcement last month of Adaptive Consolidation, a breakthrough new integrated cloud-based solution for comprehensive and intuitive financial consolidation and analysis.  Adaptive Consolidation introduces powerful new capabilities, coupled with an intuitive user interface, that make incredibly complex and time-consuming processes appear to be easy. Businesses can close their books accurately, quickly, and painlessly, with intuitive definition of rules that are automatically applied to the consolidation process each period.

Adaptive Planning also introduced late last year its Adaptive Discovery solution, breakthrough new cloud-based visual analytics featuring interactive data visualization and alerting and an intuitive and highly interactive way for managers across an organization to access, analyze, and explore key financial and operational data. With Adaptive Discovery, CFOs, VPs of Sales, and other business leaders can quickly and easily gain insights into the underlying trends in the business, allowing them to make more intelligent business decisions that drive greater success.

About Adaptive Planning
Adaptive Planning is the worldwide leader in cloud-based business analytics solutions for companies and nonprofits of all sizes.  The company’s software as a service (SaaS) platform allows finance and management teams to work together to plan, monitor, report on, and analyze financial and operational performance. With capabilities for budgeting, forecasting, reporting, consolidation, dashboards, and business intelligence, Adaptive Planning enables finance, sales, and other business leaders to make better, faster, more collaborative decisions that drive a true competitive advantage.
Adaptive Planning is used by over 1,600 organizations worldwide, from midsized companies and nonprofits to large corporations, including AAA, Boston Scientific, CORT, Konica Minolta, NetSuite, Philips, and Vail Resorts.  The company is the 5th fastest growing software company in Silicon Valley on the Deloitte Technology Fast 500™ list; has the #1 brand in midmarket CPM; and ranks #1 in customer satisfaction in independent industry surveys.  With customers and partners in 81 countries worldwide, the company has the strongest channel ecosystem in the cloud CPM space, with worldwide partners including Armanino McKenna, Intacct, IntuitiveTek, Plex Systems, SAP, and NetSuite, which offers a specialized version of Adaptive Planning as the NetSuite Financial Planning module. Adaptive Planning is headquartered in Mountain View, Calif. and is funded by Bessemer Venture Partners (BVP), Norwest Venture Partners (NVP), Royal Bank of Canada (RBC), ONSET Ventures, Monitor Ventures, and Cardinal Venture Capital.

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KPS said Monday it has agreed to buy the specialty paper business of Wausau Paper Corp. The PE firm is also buying the specialty paper business of Packaging Dynamics Corp., which is known as Thilmany. The acquisitions are expected to close in second or third quarter. Goldman Sachs & Co. and GE Capital Markets are acting as lead arrangers for debt financing.

PRESS RELEASE

New York, NY (May 20, 2013) — KPS Capital Partners, LP (“KPS”) announced today that, through a newly formed company, Expera Specialty Solutions, LLC and its affiliates (“Expera”), it has entered into definitive agreements with Wausau Paper Corp. (NYSE: WPP) (“Wausau”) to acquire Wausau’s specialty paper business (“Wausau Specialty Paper”) and with Packaging Dynamics Corporation (“PKDY”) to acquire PDKY’s specialty paper business (“Thilmany”).
Wausau Specialty Paper and Thilmany are both leading, integrated North American manufacturers of specialty paper products for the food packaging, industrial and pressure-sensitive release liner segments.  Wausau Specialty Paper employs approximately 900 employees at manufacturing facilities located in Rhinelander and Mosinee, Wisconsin.  Thilmany employs approximately 900 employees at manufacturing facilities located in Kaukauna and De Pere, Wisconsin.
Wausau Specialty Paper and Thilmany have been leading suppliers of specialty paper-based products to a diverse set of end-use markets and geographies for more than 100 years.  Wausau Specialty Paper’s and Thilmany’s products offer highly customized solutions that are engineered to serve each customer’s unique technical requirements.  The combined business’s broad range of flexible machines and extensive technical capabilities creates the ideal manufacturing platform to serve the specialty paper sector.
Raquel Palmer, a KPS Partner, said, “We are very excited to create Expera.  Through the acquisitions of Wausau Specialty Paper and Thilmany, Expera immediately becomes North America’s leading manufacturer of specialty paper solutions with an industry leading portfolio of brands.  The new company, with its reputation for exceptional quality, customer focus, technical expertise and product innovation, coupled with KPS’s capital resources, will be perfectly positioned to capitalize on the growth in niche, non-commodity markets, where engineered and applied technological solutions are critical to success.  We believe the combination of these businesses will unlock very meaningful synergies benefitting many constituencies, including Expera’s customers, employees and the communities that depend on the continuing operation of its manufacturing facilities.
“The creation of Expera was the result of two distinct and complex acquisitions that were negotiated and signed in parallel,” Ms. Palmer continued, “We look forward to growing Expera aggressively, both organically and through acquisition on a global scale.  We thank the United Steelworkers Union for its critical support of our vision for the specialty paper industry in North America, the creation of Expera and its first two acquisitions.”
Russ Wanke, the current Vice President and General Manager of Thilmany and future Chief Executive Officer of Expera, said, “This is the beginning of an exciting new era for Expera as a new independent company and a strong, stable platform positioned for expansion and growth in the future.  I am very excited for our customers, employees and communities, as we intend to invest significant capital and resources into research and development to expand our new company’s combined competitive advantages, capitalize on the growth in the specialty paper industry worldwide, and provide innovative products with a superior level of service.”  Wanke continued, “I look forward to leading such a talented and committed organization into the future.  Our entire team is very excited about KPS’ commitment to manufacturing excellence and to supporting our growth.”
Completion of the transactions is expected to occur simultaneously during the second or third quarter of 2013, subject to customary closing conditions.
Paul, Weiss, Rifkind, Wharton and Garrison LLP and Spilman Thomas & Battle PLLC served as legal counsel to KPS and Expera.
Financing for the transaction will be provided by a syndicate of banks and institutional investors with Goldman Sachs & Co. and GE Capital Markets, Inc. acting as Lead Arrangers.
About Wausau Specialty Paper
Wausau Specialty Paper is a leading North American manufacturer of specialty paper products for use in the tape, pressure-sensitive release liner, coated products, industrial and food packaging segments.  Wausau Specialty Paper employs approximately 900 employees across two mills located in Rhinelander, WI and Mosinee, WI.  For more information, please visit www.wausaupaper.com/TechnicalSpecialty.
About Thilmany, LLC
Thilmany is a leading North American manufacturer of specialty paper products for use in the pressure-sensitive release liner, industrial and food packaging segments.  Thilmany employs approximately 900 employees at two facilities located in Kaukauna, WI and De Pere, WI.     For more information, please visit www.thilmany.com.
About KPS Capital Partners, LP
KPS is the manager of the KPS Special Situations Funds, a family of investment funds with over $6.0 billion of assets under management. KPS seeks to realize significant capital appreciation by making controlling equity investments in companies across a diverse range of manufacturing industries.  The KPS investment strategy is based primarily upon partnering with top management teams and improving the operations of businesses.  Thereafter, upon achieving stability and profitability, KPS focuses on growing its businesses, both organically and through strategic acquisitions.  KPS portfolio companies have aggregate annual revenues of approximately $6.8 billion, operate 85 manufacturing facilities in 25 countries, and employ over 29,000 associates, directly and through joint ventures worldwide.  The KPS investment strategy and portfolio companies are described in detail at www.kpsfund.com.

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The Novo Group has acquired Xellia Pharmaceuticals for about $700 million. The sellers are 3i and other Xellia shareholders. Xellia, of Oslo, Norway, is a specialty pharmaceutical company focused on anti-infective products.

PRESS RELEASE

OSLO & COPENHAGEN–(BUSINESS WIRE)–Xellia Pharmaceuticals (“Xellia”), a pharmaceutical group focusing on the development, manufacturing and global commercialization of anti-infective therapies, announced today that Novo A/S (“Novo”), the holding company of the Novo Group, has purchased all shares of the group for approximately US$ 700 million from 3i and other current shareholders. As a consequence of the transaction, Xellia will revert to Danish ownership with headquarters in Copenhagen, Denmark.

Since its spin-out from Alpharma Inc. in 2008, Xellia’s management and international investor 3i have successfully transformed the business from an active pharmaceutical ingredient (API) manufacturer to a specialty pharmaceutical company focused on anti-infective products. Xellia’s life-saving anti-infective products for multi-drug resistant infections address a growing global medical challenge, and the Company is a world leading supplier of Vancomycin and Colistimethate Sodium (CMS). Xellia’s products are all manufactured using fermentation-based biological processes at facilities located in Denmark, Norway, Hungary and China.
Xellia’s strategy for future growth is rooted in its leading product development competences, extensive manufacturing expertise and strong commercial partnerships. Over the past years, Xellia has built a substantial pipeline of generic anti-infective treatments, which will be advanced towards commercialization in the coming years. Novo’s investment will allow Xellia to enhance its focus on R&D and expand its global manufacturing footprint to further scale its finished-dosage-form (FDF) business.
Novo is a significant international life science investor, and the major shareholder of Novo Nordisk A/S, Novozymes A/S and Chr. Hansen Holding A/S. These companies, which have similar technology and manufacturing approaches to Xellia, are global leaders in many of the business segments in which they operate, and have experienced significant growth in recent years. As such, Novo is well positioned to support the continued growth of Xellia through its experience and long-term investment focus.
Carl-Åke Carlsson, CEO, Xellia said: “When the management team bought out Xellia in 2008, we had ambitious plans, which we were able to implement with 3i’s support, expertise and commitment. We have successfully transitioned the business in order to become a world leader in the supply of certain anti-infective products. Now, as we focus on the future and the further development of the business, including the launch of our novel antibiotics pipeline, we look forward to working with Novo and benefitting from their expertise in the life science sector.” He added, “Together with Novo we can strengthen the positive development that Xellia has achieved over the past few years, and at the same time the investment by Novo will help accelerate our developments further.”
Henrik Gürtler, CEO, Novo A/S said: “Xellia strongly complements our portfolio of significant life science companies in which we have major investments. This acquisition is well aligned with our strategy, and is one of the largest investments made by Novo A/S to date. The products that Xellia supplies are critical life-saving treatments for many patients around the globe, and are manufactured by use of fermentation technologies, which is a manufacturing approach similar to that of Novo Nordisk, Novozymes and Chr. Hansen. Xellia is a leader in its business area, and a company with a long Scandinavian heritage, which we are proud to bring back into long-term Danish ownership. We look forward to establishing a strong relationship with Xellia’s experienced management team and invest together in the future success of the Company.”
Closing of the transaction will be subject to relevant competition law approvals, and is expected to take place during the third quarter of 2013. Kromann Reumert, Latham & Watkins, PwC, NNE Pharmaplan, NNIT and Moelis & Company, acted as advisors to Novo A/S.
– Ends –
About Xellia
Xellia Pharmaceuticals is a fully integrated specialty pharmaceutical company focusing on the global anti-infective market, with over 100 years of experience and expertise in the supply of fermented and semi-synthetic finished dose products and active pharmaceutical ingredients for life-saving therapies against serious infections. The Company has growing sales in more than 70 countries to over 700 customers across the healthcare industry and for the financial year ending December 31 2012 generated revenues of US$220 million. Currently headquartered in Oslo, Norway, Xellia has global facilities including operational and manufacturing capabilities in Denmark, Hungary and China, and currently employs 900 people, of which 400 are working in Denmark.
Xellia is a leading supplier of Vancomycin and Colistimethate Sodium (CMS) which together combat life-threatening, multi-drug resistant (MDR) bacterial infections across Gram-positive and Gram-negative species. Xellia is also developing novel antibiotics effective against MDR Gram-negative bacteria in a development project with SINTEF Materials and Chemistry (Trondheim) and the Statens Serum Institut (Copenhagen), supported by a grant from the Research Council of Norway. Further information can be obtained at: www.xellia.com.
About Novo A/S
Novo A/S, the holding company in the Novo Group, is responsible for the management of the assets of the Novo Nordisk Foundation, which are currently valued at more than USD 30 billion. Novo A/S is a private limited liability company fully owned by the Novo Nordisk Foundation. Besides being the major shareholder in Novo Nordisk A/S and Novozymes A/S, Novo A/S provides seed and venture capital to development stage companies and takes significant ownership positions in well-established companies, within life science and biotechnology, as well as manages a broad portfolio of financial assets.

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Wausau Paper said Monday it has agreed to sell its specialty paper business to KPS Capital Partners. KPS previously announced it was buying the specialty paper business of Packaging Dynamics Corp. KPS plans to combine this business with the Wausau unit and create a new company that will be called Expera Specialty Solutions. The sale will result in net cash proceeds to Wausau Paper of approximately $110 million.

PRESS RELEASE
MOSINEE, Wis.–(BUSINESS WIRE)–Wausau Paper (NYSE:WPP) today announced that it has signed a definitive agreement to sell its specialty paper business to a new company sponsored by KPS Capital Partners L.P. (“KPS”), a New York-based private equity firm with significant experience in the paper industry. The new company will be known as Expera Specialty Solutions, LLC (“Expera”).

KPS, as previously announced, has also entered into a definitive agreement to acquire the specialty paper business of Packaging Dynamics Corporation (“Thilmany”), which operates paper mills in De Pere and Kaukauna, Wisconsin. Expera will combine the Thilmany business with Wausau Paper’s specialty paper business to create a leading North American manufacturer of specialty paper products for the food packaging, industrial, and pressure-sensitive release liner segments.

A collective bargaining agreement covering employees at the Mosinee, Rhinelander, and Kaukauna facilities has been negotiated and ratified. The collective bargaining agreement and the Thilmany acquisition agreement were both conditions to Wausau Paper entering into its agreement with KPS.

Key highlights of the transaction are as follows:

The transaction will result in net cash proceeds to Wausau Paper of approximately $110 million after settlement of transaction-related liabilities, transaction costs and taxes.
Expera will acquire the assets of Wausau Paper’s Rhinelander and Mosinee mills; the assets of the company’s Brainerd mill are not included in the transaction.
Wausau Paper will retain defined benefit pension and other post-retirement benefit obligations; however, effective with the closing of the transaction, approximately $41 million of future liability will be eliminated.
Wausau Paper will not hold any equity ownership in Expera.
Wausau Paper will have the opportunity to receive a contingent payment that would be equal to what the holder of a 5% equity interest in Expera would receive if certain performance thresholds and KPS liquidity events occur.
Hank Newell, president and CEO of Wausau Paper, commented, “This transaction accomplishes all of our key objectives: divesting our paper business in a way that creates value for our shareholders, creating a specialty business under new ownership with the scale and product breadth to compete globally, and narrowing our focus to accelerating growth in our tissue business.”

The transaction has received required regulatory approval under the Hart-Scott-Rodino Antitrust Improvements Act. Other customary conditions to closing, including third party financing, remain. The Wausau Paper sale to Expera is also conditioned upon Expera completing the acquisition of the Thilmany business. While the company expects to finalize the transaction in the second or third quarter of 2013, there can be no certainty or assurance about the timing or completion of a transaction.

Mesirow Financial, Inc. and Ruder Ware, L.L.S.C. have been the financial and legal advisors to Wausau Paper.

About Wausau Paper:
Wausau Paper produces and markets specialty papers for industrial, commercial and consumer end markets as well as a complete line of away-from-home towel and tissue products. The company is headquartered in Mosinee, Wisconsin and is listed on the NYSE under the symbol WPP. To learn more about Wausau Paper visit: www.wausaupaper.com.

Safe Harbor under the Private Securities Litigation Reform Act of 1995: The matters discussed in this news release concerning the company’s future performance or anticipated financial results are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements involve risks and uncertainties which may cause results to differ materially from those set forth in these statements. Among other things, these risks and uncertainties include the strength of the economy and demand for paper products, increases in raw material and energy prices, manufacturing problems at company facilities, and other risks and assumptions described under “Information Concerning Forward-Looking Statements” in Item 7 and in Item 1A of the company’s Form 10-K for the year ended December 31, 2012. The company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

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Centerfield Capital Partners said Monday that its third fund raised more than $171 million. Centerfield Capital Partners III exceeded its $150 million target. Centerfield provides subordinated debt and equity capital to lower middle market companies.

PRESS RELEASE

Indianapolis, IN, May 20, 2013 – Centerfield Capital Partners announced today the final closing of its third fund, Centerfield Capital Partners III, with aggregate commitments exceeding $171 million. The firm’s strategy of investing in privately held, high performing companies in the lower middle market attracted strong support from both existing and new investors. Commitments to the fund exceeded Centerfield’s $150 million target and represent approximately a 50% increase in the amount of capital committed to Centerfield’s second fund.
Like its predecessor funds, Centerfield III will invest a combination of subordinated debt and equity in the companies in which it invests. “Our firm provides capital to businesses generating $15 to $100 million in revenue. Our goal is to invest approximately two-thirds of our capital in high coupon subordinated debt and one third in equity,” explained Tom Hiatt, Founding Partner of the firm. “Typically, we invest between $4 and $12 million in each transaction, although we have the capacity to arrange up to $30 million in financing with participation from our institutional limited partners.”
“Regardless of fluctuations in the economic environment, we maintain a disciplined approach to investing,” said Scott Lutzke, Founding Partner. “We back companies with a history of growth and profitability which are led by strong management teams. Conservative valuations are also a critical element to our strategy. We are cautious in the amount of leverage we use to finance our portfolio companies, and believe this discipline has been instrumental to our success.”
Centerfield provides capital for change of control transactions, recapitalizations, acquisitions, and growth initiatives. “We pride ourselves on our flexibility to invest a combination of subordinated debt and equity that meets the needs of the sponsor,” explained Matt Hook, Partner. “We work closely with funded and independent financial sponsors, and with management teams, who acquire control ownership positions in companies poised for growth. We have a broad range of industry interests, and a particular interest in firms engaged in manufacturing and business services.”
Faraz Abbasi, Partner, added, “Centerfield provides a logical alternative to a business owner or management team who may not want to sell a controlling interest in their company. Often, a business owner or management team may wish to raise capital for an acquisition, to take out a retiring partner, or to diversify wealth while maintaining operating control of a company and participating in another stage of growth. Centerfield prefers to invest in situations where most of the individuals responsible for a company’s past successes will continue to stay involved to take the company to the next level.”
Centerfield Capital Partners III has already made eight investments from the new fund.

RIO Brands
Conshohocken, PA Supplier of outdoor furniture and accessories for the beach, backyard, patio, and other outdoor venues
Venture Technology Groups
Farmington Hills, MI Distributor of industrial components to the process manufacturing and energy industries
Matilda Jane Clothing
Fort Wayne, IN Designer and marketer of uniquely styled children’s clothing and products
Direct Marketing Solutions
Portland, OR Develops and executes direct marketing programs on behalf of Fortune 1000 companies
Duplication Services
New York, NY Provider of video post-production services, including video content processing and distribution
Banner Service Corporation
Carol Stream, IL Precision processor and distributor of metal bars to the general industrial and medical markets
Imaginetics
Auburn, WA Manufacturer and assembler of complex precision parts for use on commercial and military airframes
Battery Solutions
Howell, MI Leading provider of battery recycling services and products

Investors in Centerfield III include pension funds, fund-of-funds, global and regional banks, insurance companies, foundations and high net worth individuals.
For additional information, please contact Tom Hiatt or Scott Lutzke at (317) 237-2323.
About Centerfield
Centerfield Capital Partners is a leading provider of subordinated debt and equity capital to lower middle market companies. We work closely with financial sponsors, management teams and business owners who seek mezzanine and equity financing to grow companies. Founded in 1998, Centerfield has invested in 40 companies and currently manages in excess of $300 million.

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Newsle said Monday it raised $1.65 million in a Series A round of venture financing led by Advance Publications Inc. Maveron, DFJ,Transmedia Capital and Launny Steffens, and previous investor Rockwell Schnabel also participated. San Francisco-based Newsle is a web app that is said to track news about you, the people you know and anyone that interests you.

PRESS RELEASE

SAN FRANCISCO — May 20, 2013 — Newsle, the news discovery engine for the world’s most connected professionals, today announced that the company has raised $1.65 million in a Series A round of venture financing. The round was led by Advance Publications Inc., along with participation from Maveron, DFJ,Transmedia Capital and Launny Steffens, and previous investor Rockwell Schnabel. The company also announced that Whitney Shaw, president of American City Business Journals, has joined the board of directors.

As online news proliferates, professionals are struggling to stay informed without becoming overwhelmed. Today’s professionals have hundreds or thousands of social connections whose activities are relevant to their business. Newsle is the leading online provider that keeps them up-to-date on relevant news from across their networks. As part of this investment, Newsle plans to aggressively grow its development team and expand product offerings.

“The Internet has transformed news, and effective businesspeople need tools to cope with this transformation,” said Jonah Varon, co-founder of Newsle. “We help people find essential items they might otherwise miss in the flood of online news. This round of investment allows us to grow our team and further establish Newsle as the go-to resource for relevant news discovery.”

In order to deliver each professional the most relevant news about their network, Newsle continuously combs the web, analyzing over one million articles a day from over 100,000 news sources in real-time. Newsle then extracts the news that is most relevant for each user and delivers this in a daily email or news dashboard. Newsle is more sophisticated and actionable than traditional news alert services or news readers, and more reliable than social media as a channel for news discovery.

“Newsle has built a fantastic product that every professional should be using,” said Whitney Shaw, president of American City Business Journals. “We’re big believers in the vision of organizing news around people. Advance Publications and American City Business Journals are proud to lead this investment.”

Newsle’s board of directors now includes: Jonah Varon, co-founder of Newsle, Axel Hansen, co-founder of Newsle, Whitney Shaw, president of American City Business Journals, and Ken Lerer, founder of Lerer Ventures and co-founder of Huffington Post.

Newsle launched into private beta in January 2011. Newsle is available today in open beta. To sign up and create an account, visit: http://newsle.com.

About Newsle

Newsle is the news discovery engine for the world’s most connected professionals.
Newsle was founded in 2011 and is based in San Francisco, California. The company is venture backed by Advance Publications, Maveron, DFJ, Transmedia Capital, Lerer Ventures, SV Angel, Launny Steffens, and Rockwell & Evan Schnabel.
More information about Newsle can be found at http://newsle.com.

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GLM, which is backed by Providence Equity Partners, has acquired the Pier Antiques Show and the Antiques at the Armory Show. Stella Show Management Company was the seller. Financial terms were not announced. White Plains, N.Y.-based GLM produces and markets tradeshows serving the retail industry.

PRESS RELEASE

NAPLES, FL, May 20, 2013 – In line with its corporate growth strategy, GLM today announces the acquisition of the Pier Antiques Show and the Antiques at the Armory Show from Stella Show Management Company.  This transaction follows the Miami National Antiques Show acquisition announced earlier this year, and positions GLM’s U.S. Antique Shows as the largest producer of indoor antique shows focused on antique, vintage and estate jewelry and watches.
“Following the recent addition of the Miami National Antiques Show to our annual events, the acquisition of these established shows in New York further strengthens U.S. Antique Shows’ position as the world’s leading producer of indoor antique shows,” said Dan Darby, GLM vice president and U.S. Antique Shows group show director. “In our unique position, we will bring more than 50,000 consumers together with 2,400 dealers, from 22 countries, who exhibit rare merchandise and signature collections in the key U.S. antique and jewelry markets.”
The Pier Antiques Show, one of New York City’s largest, trendsetting shows featuring Fashion Alley and Book Alley, is held semi-annually in March and November, and features 500 exhibitors of quality antique furniture, decorative and fine arts, at Pier 94.  The next Pier Antiques Show will be held on November 23-24, 2013.
Originally launched in 1995, the Antiques at the Armory Show has become a mainstay of Americana Week in New York each January. The Show features 100 select exhibits of fine and affordable American & European antiques, period furniture, Americana, folk art, garden and architectural artifacts, fine art and prints.
“The Pier Antiques Show and Armory Antique Show are a natural fit for U.S. Antique Shows,” said Andrea Canady, director of business development, U.S. Antique Shows. “Producing these incredibly unique shows will allow us to develop new, more distinct and comprehensive selling opportunities for dealers, including dealers who have exhibited with U.S. Antique Shows for more than 40 years, while broadening the reach for each of these well-established events.”
For more information and announcements regarding the Pier Antiques Show, visit www.PierAntiqueShow.com.  For updates on the Armory Antique Show visit www.ArmoryAntiqueShow.com.
About GLM
GLM brings efficiencies and opportunities to the flow of merchandise – from product development/manufacturer to vendor/brand manager to retailer to consumer – through tradeshows, consumer events and digital platforms. GLM events include NY NOW™, International Contemporary Furniture Fair®, Internet Retailer Conference & Exhibition, National Stationery Show®, Surf Expo, SURTEX® and The Original Miami Beach Antique Show®.  Additional information is available online at www.glmshows.com.

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Athyrium Opportunities Fund LP, a private credit fund which invests in healthcare sector, has closed at $507 million. The Fund, which was oversubscribed, is jointly managed by Neuberger Berman and Athyrium Capital Management. Athyrium Opportunities seeks to make $25–$75 million financings in small- to medium-sized healthcare companies in the U.S., Europe and Asia.

PRESS RELEASE

NEW YORK, May 20, 2013 – Neuberger Berman Group LLC, one of the world’s leading employee-controlled money managers, and Athyrium Capital Management, an asset management company focused on opportunities in the global healthcare sector, announced the closing of Athyrium Opportunities Fund LP (the “Fund” or “Athyrium Opportunities”), a private credit fund that seeks to invest in a diversified pool of income-generating structured investments in the global healthcare sector. Athyrium Opportunities was oversubscribed, closing at $507 million.
Athyrium Opportunities seeks to make $25–$75 million financings in small- to medium-sized healthcare companies in the U.S., Europe and Asia. The Fund focuses on partnering with management teams of pharmaceutical, medical device and diagnostics companies with commercial-stage products and services who are looking for long term capital to grow their businesses. The Fund seeks to generate current income and capital gains for its investors and has significant flexibility in structuring its investments – possible transaction structures include loans, notes, royalties or royalty-backed debt, preferred stock, convertible or other structured securities. The Fund has made five investments to date representing over 20% of committed capital.
The Fund is jointly managed by Neuberger Berman and Athyrium Capital Management. Neuberger Berman’s alternatives business (“NB Alternatives”) and Athyrium Capital Management formed a strategic relationship in 2009 to source, close and manage structured investments in the healthcare sector. Since forming the strategic relationship, the team has completed more than a dozen transactions, including both the Fund’s and its predecessor’s investments.
The Fund’s senior investment team is comprised of co-head Jeffrey Ferrell, Founder and Managing Partner of Athyrium Capital Management; co-head Samuel Porat, Managing Director at NB Alternatives; and Laurent Hermouet and Richard Pines, Partners at Athyrium Capital Management.
“Client response to the Athyrium Opportunities Fund has been high and we’re thankful for the trust our investors have placed in us,” said Samuel Porat, co-head of the Fund. “Our aim is to create a diversified portfolio of investments that can generate relatively high current income while also offering a level of downside protection commensurate with fixed income investments.”
The Fund’s global investor base is comprised of more than 35 institutional investors, including public and private pensions, insurance companies, funds-of-funds, endowments and foundations.
“Small- and medium-sized companies often have limited access to the capital markets and other sources of financing, and the Athyrium Opportunities Fund offers these companies an attractive alternative for their capital needs while limiting potential equity dilution,” said Jeffrey Ferrell, co-head of the Fund. “Our goal is to customize capital solutions that meet our investment objectives while providing flexible and creative capital solutions to the industry. Our investment team has its roots in the private equity business and this informs how we approach our relationship with portfolio company management.”
About Athyrium Capital Management
Athyrium Capital Management, LLC is an SEC-registered asset management company formed in 2008 to focus on investment opportunities in the global healthcare sector. Athyrium invests across all healthcare verticals including biopharma, medical devices and products, and healthcare services and partners with management teams to implement creative financing solutions to companies’ capital needs. The Athyrium team has substantial investment experience in the healthcare sector across a wide range of asset classes, including public equity, private equity, fixed income, royalties, and other structured securities. Athyrium has over $600 million under management as of March 31, 2013. The firm’s investors include public and corporate pension funds, charitable endowments, insurance companies, funds-of-funds, family offices, and university endowments. For more information, please visit www.athyrium.com.
About Neuberger Berman
Neuberger Berman is a private, independent, employee-controlled investment manager. It partners with institutions, advisors and individuals throughout the world to customize solutions that address their needs for income, growth and capital preservation. With more than 1,800 professionals focused exclusively on asset management, it offers an investment culture of independent thinking. Founded in 1939, the company provides solutions across equities, fixed income, hedge funds and private equity, and had $216 billion in assets under management as of March 31, 2013. For more information, please visit our website at www.nb.com

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Yahoo! has agreed to buy Tumblr for about $1.1 billion cash. Tumblr will operate as a separate business and David Karp will remain CEO. The transaction is expected to close in the second half. New York City-based Tumblr is a micro blogging service.

PRESS RELEASE

SUNNYVALE, Calif. & NEW YORK–(BUSINESS WIRE)–Yahoo! Inc. (NASDAQ: YHOO) and Tumblr announced today that they have reached a definitive agreement for Yahoo! to acquire Tumblr.

Per the agreement and our promise not to screw it up, Tumblr will be independently operated as a separate business. David Karp will remain CEO. The product, service and brand will continue to be defined and developed separately with the same Tumblr irreverence, wit, and commitment to empower creators.
With more than 300 million monthly unique visitors and 120,000 signups every day, Tumblr is one of the fastest-growing media networks in the world. Tumblr sees 900 posts per second (!) and 24 billion minutes spent on site each month. On mobile, more than half of Tumblr’s users are using the mobile app and do an average of 7 sessions per day. Its tremendous popularity and engagement among creators, curators and audiences of all ages brings a significant new community of users to the Yahoo! network. The combination of Tumblr+Yahoo! is expected to grow Yahoo!’s audience by 50 percent to more than a billion monthly visitors, and to grow traffic by approximately 20 percent.
The deal offers unique opportunities for both companies. Tumblr can deploy Yahoo!’s personalization technology and search infrastructure to help its users discover creators, bloggers, and content they’ll love. In turn, Tumblr brings 50 billion blog posts (and 75 million more arriving each day) to Yahoo!’s media network and search experiences. The two companies will also work together to create advertising opportunities that are seamless and enhance the user experience.
Total consideration is approximately $1.1 billion, substantially all of which is payable in cash.
“Tumblr is redefining creative expression online,” said Yahoo! CEO Marissa Mayer. “On many levels, Tumblr and Yahoo! couldn’t be more different, but, at the same time, they couldn’t be more complementary. Yahoo is the Internet’s original media network. Tumblr is the Internet’s fastest-growing media frenzy. Both companies are homes for brands – established and emerging. And, fundamentally, Tumblr and Yahoo! are both all about users, design, and finding surprise and inspiration amidst the everyday.”
“I’ve long held the view that in all things art and design, you can feel the spirit and demeanor of the creator. That’s why it was no surprise to me that David Karp is one of the nicest, most empathetic people I’ve ever met. He’s also one of the most perceptive, capable entrepreneurs I’ve ever worked with,” continued Mayer. “David’s respect for Tumblr’s community of creators is awesome. I’m absolutely delighted to have him join our team.”
David Karp, CEO of Tumblr, addressed the Tumblr community, “Our team isn’t changing. Our roadmap isn’t changing. And our mission – to empower creators to make their best work and get it in front of the audience they deserve – certainly isn’t changing. But we’re elated to have the support of Yahoo! and their team who share our dream to make the Internet the ultimate creative canvas. Tumblr gets better faster with more resources to draw from.”
The transaction, which is subject to customary closing conditions, is expected to close in the second half of the year.
Conference Call
Yahoo! will host a conference call at 9:00 a.m. Eastern Time today to discuss this announcement. A live webcast of the conference call can be accessed through the company’s Investor Relations website at http://yhoo.client.shareholder.com/events.cfm?CalendarID=8. In addition, an archive of the webcast will be accessible for 90 days through the same link.
About Tumblr
Tumblr is a media network powered by an army of independent creators and home to an audience of more than 300 million unique visitors. Founded by David Karp in 2007, Tumblr is headquartered in New York City.
About Yahoo!
Yahoo! is focused on making the world’s daily habits inspiring and entertaining. By creating highly personalized experiences for our users, we keep people connected to what matters most to them, across devices and around the world. In turn, we create value for advertisers by connecting them with the audiences that build their businesses. Yahoo! is headquartered in Sunnyvale, CA, and has offices located throughout the Americas, Asia Pacific (APAC) and the Europe, Middle East and Africa (EMEA) regions. For more information, visit the pressroom (pressroom.yahoo.net) or the company’s blog (yahoo.tumblr.com).
This press release contains forward-looking statements that involve risks and uncertainties concerning Yahoo!’s proposed acquisition of Tumblr (including without limitation the statements contained in the quotations from management in this press release), as well as Yahoo!’s strategic and operational plans. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties. The potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed; and that the anticipated benefits to Yahoo!, including projected growth in audience and traffic, and benefits to users and advertisers may not be realized. More information about potential factors that could affect Yahoo!’s business and financial results is included under the captions, “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which are on file with the Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov.

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