At Broadmark Capital, we think like investors and collaborate like
Transcription
At Broadmark Capital, we think like investors and collaborate like
At Broadmark Capital, we think like investors and collaborate like partners. WHAT WE DO Broadmark Capital is an established, boutique merchant bank that provides financing and management services and direct investment to help emerging companies grow and create shareholder value. TRACK RECORD For 20 years, Broadmark has raised capital, invested and advised on transactions with an aggregate value of well over $1 billion - but our experience runs deeper. Our success reflects a comprehensive understanding of the challenges companies face in raising capital and our long-term relationships with investors who trust us to structure mutually advantageous financing opportunities. APPROACH Broadmark’s core strength is its intense focus on understanding clients’ businesses and shaping financing opportunities to reflect their companies’ strengths and the ever-changing priorities of the capital markets. We are deeply involved with our clients’ businesses. As a merchant bank, we also invest directly in many of our client companies. That means that every decision we make reflects the shared interests of our firm and yours. KEY POINT OF DIFFERENCE 2800 One Union Square 600 University St. Seattle, WA 98101-4123 For some banks, your business is just another “deal.” When you engage Broadmark, you gain an ally that will support you through every stage of the financing process - and perhaps an investor. When transactions prove unusually challenging, our resourceful team will sit around the conference room table with you and drill down on your project to develop creative strategies to help facilitate a successful round of financing. And Broadmark will continue adding value to your business even after the financing is complete, providing valuable insight and hands-on support as your company continues to grow. tel: (206) 623-1200 fax: (206) 623-2213 email: seattle@broadmark.com © 2010 Broadmark Capital, LLC. All Rights Reserved. SERVICES MERCHANT BANKING Broadmark provides a range of corporate finance services to address the evolving needs of client companies as they grow and capitalize their businesses. As merchant bankers, we don’t just coach. We play for your team. Broadmark Capital is more than an investment bank. It is a team of established and tenacious experts who identify companies’ overlooked strengths and help leverage them into shareholder value. Our dedication to completing each transaction and our deep experience in corporate finance help us deliver optimal results for each client. We focus on venture-stage and middle-market technology and life sciences companies because we have domain expertise that positions us to identify their potential and help them grow. CORPORATE FINANCE ADVISORY SERVICES MERCHANT BANKING Executives want to know that their banker cares as much about their success as they do. We want to grow a great company just as much as you do. When we invest in a company, we are endorsing its prospects and taking an interest in its success. This shared interest helps us build even stronger relationships with our clients, who depend on our resources and advice to take the uncertainty out of financing, allowing them to focus on their companies’ core strategies. Because we look at companies as both investors and advisors, we are ideally situated to help them obtain the capital and support they need. We have the experience and tenacity to see you through every stage of the financing process, from strategy to closing. Broadmark is a key resource and a potent ally for companies. We approach every engagement with open minds and a talent for identifying value propositions others might overlook. Our wide-ranging success and unique accessibility make us a reliable partner for client companies facing challenges that demand professional financial expertise. Before we engage a client, we conduct exhaustive due diligence and learn about the company’s particular goals, strengths and weaknesses. That’s why our partners rely on us whenever they need corporate finance advice. EQUITY & DEBT FINANCING WHY WORK WITH A MERCHANT BANK? Whether you represent a small company seeking its first round of venture capital or private equity/mezzanine financing or an established firm contemplating a merger or acquisition, you will benefit from Broadmark’s dual role as investor and banker. Simply put, we want to protect our investment. That means we are committed to learning the ins and outs of a client company and helping it in any way possible. As investors with decades of experience in corporate finance, we ask questions that will help you improve your business and remove from your plate many of the complex responsibilities associated with financing and growing an emerging company. And by partnering with clients in this way, we provide a level of value and collaboration that traditional investment banks cannot. Broadmark’s past achievements have prepared us to help identify appropriate domestic and international investors and develop the ideal structuring for your transaction. Our success is grounded in a unique dedication to problem solving. We approach every project like a Rubik’s Cube, twisting and turning it to explore every combination of variables until we arrive at a solution. We are always accessible to our clients and prepared to support their businesses at every stage, from identifying investors to advising on the timing and configuration of an offering. Our rich network, borne of years working in corporate finance, helps us stay abreast of market trends and represent every client firm in a way that reflects its unique strengths. © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2010 Broadmark Capital, LLC. All Rights Reserved. TRANSACTIONS TRANSACTIONS These companies knew how Broadmark’s track record could help them. Look how it paid off. These companies knew how Broadmark’s track record could help them. Look how it paid off. $1,225,000 Private Placement March 2012 $885,000 Private Placement December 2012 $883,000 Private Placement December 2012 $1,235,000 Private Placement December 2012 $15,300,000 Private Placement June 2008 $75,000,000 M & A Advisory June 2012 Advisory Assignment March 2012 $72,000,000 M & A Advisory August 2011 $1,000,000 Private Placement March 2011 $5,500,000 Private Placement December 2007 Private Placement April 2008 £8,300,000 IPO November 2007 $7,600,000 Private Placement March 2008 Principal Investment December 2007 $18,000,000 Private Placement August 2007 Principal Investment June 2007 $2,800,000 Private Placement January 2007 $63,000,000 Private Placement January 2007 Steeplechase Capital Advisors LLC $3,000,000 Private Placement December 2010 Provided Fairness Option Relating to Sale December 2010 Principal Investment August 2010 $25,000,000 Private Placement August 2010 $6,000,000 Private Placement May 2007 $40,000,000 Private Placement May 2007 Renaissance Parc 55 Hotel Principal Investment July 2010 Principal Investment June 2010 $3,525,000 Private Placement June 2010 $68,000,000 IPO October 2009 Principal Investment January 2007 $696,000 Private Placement January 2007 Advisory Assignment December 2006 Principal Investment December 2006 Private Placement August 2008 Principal Investment August 2008 Advisory Assignment June 2006 $16,000,000 Private Placement June 2006 $6,000,000 Private Placement March 2006 $2,150,000 Private Placement March 2006 Vista Note Holdings, LLC CRS,LLC $3,000,000 Private Placement August 2009 Asset Sale June 2009 © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2010 Broadmark Capital, LLC. All Rights Reserved. TRANSACTIONS TRANSACTIONS These companies knew how Broadmark’s track record could help them. Look how it paid off. These companies knew how Broadmark’s track record could help them. Look how it paid off. Principal Investment March 2005 Principal Investment December 2004 $15,000,000 Private Placement October 2004 $5,000,000 Private Placement August 2004 Advisory Assignment October 2002 Advisory Assignment September 2002 Advisory Assignment July 2002 $3,650,000 Private Placement July 2002 $15,000,000 Private Placement August 2004 M&A Advisory August 2004 M&A Advisory June 2004 Fairness Opinion April 2004 Advisory Assignment May 2002 $15,000,000 Private Placement April 2002 $7,500,000 Private Placement April 2002 Advisory Assignment March 2002 $8,205,279 Private Placement January 2004 $3,650,000 Private Placement January 2004 $2,000,000 Private Placement November 2003 Fairness Opinion September 2003 Fairness Opinion January 2002 $5,000,000 Private Placement December 2001 $9,000,000 Private Placement September 2001 Advisory Assignment July 2001 Career Engine Network $1,000,000 Private Placement August 2003 M&A Advisory July 2003 $500,000 Private Placement July 2003 $2,500,000 Private Placement May 2003 $5,000,000 Advisory Assignment July 2001 $8,000,000 Private Placement July 2001 Advisory Assignment May 2001 $6,000,000 Private Placement April 2001 $4,982,502 Private Placement November 2000 $2,087,000 Private Placement November 2000 $2,000,000 Private Placement September 2000 EDT Learning $500,000 Private Placement February 2003 Advisory Assignment January 2003 Fairness Opinion January 2003 $9,000,000 Private Placement November 2002 © 2010 Broadmark Capital, LLC. All Rights Reserved. Advisory Assignment March 2001 © 2010 Broadmark Capital, LLC. All Rights Reserved. TRANSACTIONS TRANSACTIONS These companies knew how Broadmark’s track record could help them. Look how it paid off. These companies knew how Broadmark’s track record could help them. Look how it paid off. Motivation Online! $12,000,000 Private Placement August 2000 $26,000,000 Private Placement July 2000 $11,000,000 Private Placement July 2000 Principal Investment July 2000 $14,100,000 Private Placement May 1999 $5,000,000 Private Placement February 1999 $6,000,000 Private Placement February 1999 $4,500,000 Private Placement December 1999 BroadAsia Partners LLC $500,000 Private Placement June 2000 $5,300,000 Private Placement May 2000 $5,000,000 Private Placement May 2000 $3,601,122 Private Placement April 2000 onradio $177,100,000 Private Placement April 2000 $5,000,000 Private Placement March 2000 M&A Advisory March 2000 $30,000,000 Private Placement January 2000 $50,000,000 Private Placement December 1998 $2,317,000 Private Placement December 1998 Leading Edge Packaging, Inc. Inland Financial Corporation Pacific Financial Services Corporation Advisory Assignment December 1998 M&A Advisory October 1998 M&A Advisory October 1998 $6,000,000 Private Placement June 1998 M&A Advisory December 1997 Pacific Financial Services Corporation Altris Software M&A Advisory November 1999 $10,422,745 Private Placement November 1999 Internet Capital Group Broadmark Asset Management Company $199,320,000 IPO August 1999 $2,170,000 Private Placement July 1999 Fairness Opinion October 1999 $25,000,000 Private Placement June 1999 M&A Advisory December 1998 $25,000,000 Private Placement December 1998 $25,000,000 Private Placement September 1999 $8,500,000 Private Placement May 1999 © 2010 Broadmark Capital, LLC. All Rights Reserved. $4,200,000 Private Placement March 1998 M&A Advisory January 1998 CAD $1,287,687 Private Placement December 1997 Focused Products, Inc. Jay Jacobs Inc. Pacific Linen Advisory Assignment December 1997 Advisory Assignment December 1997 $3,500,000 Private Placement December 1997 $952,500 Private Placement November 1997 © 2010 Broadmark Capital, LLC. All Rights Reserved. TRANSACTIONS TRANSACTIONS These companies knew how Broadmark’s track record could help them. Look how it paid off. These companies knew how Broadmark’s track record could help them. Look how it paid off. $3,000,000 Private Placement February 1997 $505,922 Private Placement August 1996 Advisory Assignment January 1997 M&A Advisory August 1996 PC Fixx SAVI Business Computer Training Institute Community Medical Transport Inc. Mirage Communications Corporation Weir-Jones Automotive Inc. $503,125 Private Placement December 1996 Fairness Opinion September 1996 Advisory Assignment September 1994 $4,000,000 Private Placement September 1994 M&A Advisory March 1994 $1,900,000 Private Placement February 1994 The Coffee Station The Little Gym International Inc. alamar Biosciences Inc. alamar Biosciences Inc. oh la la! $767,250 Private Placement July 1996 $1,225,000 Private Placement May 1996 M&A Advisory December 1993 $3,451,000 Private Placement November 1993 $1,500,000 Private Placement November 1993 $1,200,000 Private Placement September 1993 Children’s Broadcasting Corporation Oak Harbor Communications Inc. M&A Advisory July 1993 M&A Advisory July 1993 Black Health Medical Centers $2,200,000 Private Placement February 1996 CAD $1,000,000 Private Placement January 1996 $6,500,000 Private Placement January 1996 Advisory Assignment January 1996 $6,500,000 Private Placement September 1993 $558,000 Private Placement July 1993 oh la la! $3,000,000 Private Placement October 1995 $400,000 Private Placement September 1995 $7,187,500 Private Placement August 1995 Advisory Assignment June 1995 The Little Gym International Inc. $4,700,000 Private Placement December 1994 $2,250,000 Private Placement December 1994 Advisory Assignment October 1994 $2,500,000 Private Placement September 1994 © 2010 Broadmark Capital, LLC. All Rights Reserved. Ardial Groupe securipost $700,000 Private Placement July 1993 Advisory Assignment April 1993 Privatization April 1993 Privatization April 1993 Enchanted Parks, Inc. KLDY Inc. alamar Biosciences Inc. Deringer Mfg. Company Advisory Assignment February 1993 M&A Advisory December 1992 $4,250,000 Private Placement October 1992 Advisory Assignment October 1992 © 2010 Broadmark Capital, LLC. All Rights Reserved. TRANSACTIONS TRANSACTIONS These companies knew how Broadmark’s track record could help them. Look how it paid off. These companies knew how Broadmark’s track record could help them. Look how it paid off. Laboratoires OPSIA Quality Broadcasting Corporation Traitement Synthese Image 777 Broadcasting, Inc. Broadmark Holdings Inc. CM Cold Storage DLMD, S.A. M&A Advisory June 1992 FRF 4,500,000 Private Placement June 1992 M&A Advisory October 1990 M&A Advisory October 1990 $13,300,000 M&A Advisory October 1990 M&A Advisory October 1990 Adhesion & Associés Royal King Trawlers, Inc. GENLOG S.A. prisme FRF 22,000,000 Private Placement October 1992 $2,500,000 Private Placement June 1992 VMG Enterprises Inc. Harron Communications Corporation M&A Advisory June 1992 M&A Advisory May 1992 M&A Advisory April 1992 FRF 3,080,000 Private Placement April 1992 $15,200,000 M&A Advisory October 1990 CAD $840,000 Private Placement October 1990 FRF 7,000,000 Private Placement June 1990 FRF 18,000,000 Private Placement June 1990 Country Gold Network Classic Country Radio, Inc. Security Pacific Capital Corporation Dune Technologies B & B Broadcasting L.P. Bingham Communication Group groupe ITN M&A Advisory March 1992 M&A Advisory March 1992 M&A Advisory January 1992 M&A Advisory September 1991 FRF 3,500,000 Private Placement May 1990 M&A Advisory April 1990 Advisory Asssignment December 1989 FRF 2,200,000 Private Placement September 1989 Unidentified Plastic Manufacturing Company MC-Radio Olympia, Inc. Help Ministries Inc. Wasatch Education Systems Royal Seafood Co. Dermatologic Research Corporation Parc Fifty Five $14,000,000 M&A Advisory September 1991 M&A Advisory August 1991 M&A Advisory April 1991 M&A Advisory August 1989 M&A Advisory July 1989 $827, 500 Private Placement June 1989 Advisory Assignment June 1989 Logitech, S.A. Chorus Systems CD Broadcasting Corp. of Maui Stouffer Madison Hotel Bingham Communication Group Exploration Cruise Lines GPG Associates M&A Advisory April 1991 FRF 15,000,000 Private Placement March 1991 M&A Advisory December 1990 Advisory Assignment April 1989 Advisory Assignment December 1988 Advisory Assignment September 1988 $17,300,000 M&A Advisory September 1988 M&A Advisory July 1991 M&A Advisory January 1991 © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2010 Broadmark Capital, LLC. All Rights Reserved. TRANSACTIONS TRANSACTIONS These companies knew how Broadmark’s track record could help them. Look how it paid off. These companies knew how Broadmark’s track record could help them. Look how it paid off. FlexLINK International Corporation FlexLINK International Corporation Ceramic Binder Systems Inc. M&A Advisory September 1988 $882,050 Private Placement August 1988 $987,500 Private Placement May 1988 $513,000 Private Placement November 1987 International Biomedics, Inc. Renaissance GRX Performance Graphics Renaissance GRX Performance Graphics The Prudential VMG Holdings Corp. $4,381,000 Private Placement July 1987 $9,703,000 IPO June 1987 $1,100,000 Private Placement June 1987 For Principal Investments, Broadmark invests through a separate, related entity. © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2010 Broadmark Capital, LLC. All Rights Reserved. TRANSACTIONS TRANSACTIONS These companies knew how Broadmark’s track record could help them. Look how it paid off. These companies knew how Broadmark’s track record could help them. Look how it paid off. XSHARES GROUP LLC. OMEROS CORP. CLIENT: XSHARES GROUP LLC. CLIENT: OMEROS CORP. SECTOR: FINANCIAL SERVICES SECTOR: BIOPHARMACEUTICAL TRANSACTION: SERIES C PREFERRED $23.5 MILLION TRANSACTION: XShares Group LLC (“XShares”) is a financial services firm focused on developing exchange-traded funds and other specialty financial products. XShares Advisors LLC, its wholly owned subsidiary, provides investment advisory services to exchange-traded funds. To take advantage of expanding demand for ETFs, the company offers proprietary or jointly-developed ETFs exploiting promising niches organized by sector, geography, or financial/legal attribute; a “private label” ETF business and the creation of ETFs within a money manager’s existing investment mandate. Like other asset management firms, (e.g. Fidelity, Vanguard, etc.), XShares generates revenue by earning a percentage of assets under management (“AUM”) from each ETF for which it acts as the investment advisor. Through a related entity, Broadmark was an investor in XShares’ Series B financing in early 2007. Since that time, Broadmark has been deeply involved in building XShares and has facilitated a number of international financing rounds for the company including an $18-million transaction in August 2007 and a $5.5-million financing in December 2007. Joseph L. Schocken, President of Broadmark, currently serves as a Director of the company. Omeros is a late-stage biopharmaceutical company developing a broad intellectual property platform across a range of technologies. Broadmark first became involved with Omeros as an investor in an earlier round of financing. When Omeros engaged Broadmark to work on the Series E financing, Omeros sought to raise between $10 million and $20 million to support Phase 3 clinical trials for its lead product, OMS103HP. Because of the product’s revolutionary nature – it could fundamentally change the way a type of medicine was practiced – it was quite challenging to market the investment opportunity. Broadmark worked with Omeros’ management to create marketing materials and develop a message that would communicate the upside of the investment opportunity to both institutional and accredited individual investors. After closing on the first $20 million, there remained substantial demand from investors and additional business opportunities for the company to pursue. In consultation with Broadmark, Omeros decided to raise additional capital. In the first quarter of 2007, Omeros successfully closed on a $63M financing and has since filed an S-1 with Deutsche Bank for an IPO. ZYNEX MEDICAL HOLDINGS, INC. HIPCRICKET INC. CLIENT: ZYNEX MEDICAL HOLDINGS, INC. CLIENT: HIPCRICKET INC. SECTOR: MEDICAL DEVICES SECTOR: MOBILE MARKETING TRANSACTION: SERIES E PREFERRED $63 MILLION IPO (LSE:HIP.L) TRANSACTION: £ 8.3 MILLION HipCricket Inc. specializes in producing interactive mobile marketing campaigns for radio, television, brand and agency clients. The company drives revenue and strengthens audience involvement by tapping into the behaviors and interests of the more than 136 million Americans who use text messaging. Since its launch in 2004, HipCricket has delivered outstanding results for the biggest brands and broadcast groups in the U.S., including Clear Channel Radio, Premiere Radio Networks, Cumulus Radio, Triad Broadcasting Company, Perry Broadcasting Inc., Press Communications, Sandusky Broadcasting, Katz Media Group, Beasley Communications, Bonneville International, Cox Radio, Media General, NBC, Coca-Cola, Staples, and Hershey’s. Through a related entity, Broadmark was one of the founding investors in HipCricket. Since that time, Broadmark has been deeply involved in building HipCricket and developing its corporate strategy. Broadmark facilitated a number of domestic and international financing rounds for the company including, most recently, an IPO in London. Joseph L. Schocken, President of Broadmark, currently serves as the company’s Chairman. © 2010 Broadmark Capital, LLC. All Rights Reserved. PIPE ~$1 MILLION Through its wholly-owned subsidiary, Zynex Medical, Inc., Zynex Medical Holdings, Inc. designs, manufactures and markets a line of FDA and HealthCanada approved, non-invasive products for the electrotherapy market, including NeuroMove TM , a unique product for stroke rehabilitation (http://www.neuromove.com). Zynex uses a direct sales force to market its standard electrotherapy and stroke rehabilitation products to both physicians and patients. The standard electrotherapy market was estimated to be $400 to $500 million annually, with moderate growth. However, in stroke rehabilitation, Zynex recognized that penetrating an untapped potential market of more than 4 million stroke survivors in the U.S. could create a $1.2-billion sales opportunity with annual growth of $100 million. Its marquee product, NeuroMove, helps rehabilitate stroke patients by “training” healthy cells to compensate for those lost or damaged in a stroke. Zynex sought Broadmark’s help raising a small financing round to expand its sales and marketing teams, with the goal of increasing domestic and international market penetration in both the stroke rehabilitation and standard electrotherapy markets. Broadmark successfully facilitated the Private Placement at a price per share of $0.32 in January 2007. On March 5, 2008, the stock reached a high of $1.85 per share. © 2010 Broadmark Capital, LLC. All Rights Reserved. TRANSACTIONS TRANSACTIONS These companies knew how Broadmark’s track record could help them. Look how it paid off. These companies knew how Broadmark’s track record could help them. Look how it paid off. SOUND PHARMACEUTICALS ELIAS ARTS CLIENT: SOUND PHARMACEUTICALS CLIENT: ELIAS ARTS SECTOR: BIOPHARMACEUTICAL SECTOR: MEDIA PRODUCTION TRANSACTION: TRANSACTION: PRINCIPAL INVESTMENT SENIOR DEBT $ 6 MILLION Sound Pharmaceuticals is a Seattle-area biopharmaceutical company focused on developing drugs to prevent and treat various forms of hearing loss. According to the company, roughly 30 million to 40 million Americans suffer from this condition, but there are currently no FDA-approved pharmaceutical therapies. The company recently announced that its lead product, SPI-1005, has entered Phase 2 clinical trials. Broadmark has served as an informal advisor to the company’s management team; our primarly role has been as an active investor. For 20 years, Elias Arts has been a leader in providing music and sound production services to the commercial television advertising market. Its attention to quality, longstanding customer relationships and focus on the upper end of the market has resulted in over 600 industry awards. In November 2005, Elias Arts engaged Broadmark to raise $5 million to $6 million to recapitalize the company’s existing balance sheet and provide working capital for ongoing expansion. Broadmark successfully secured a $6 million senior debt facility for Elias Arts in March 2006. MEDIQUEST THERAPEUTICS CARDIOMETRIX CLIENT: MEDIQUEST THERAPEUTICS CLIENT: CARDIOMETRIX SECTOR: BIOTECHNOLOGY SECTOR: MEDICAL DEVICES TRANSACTION: TRANSACTION: SERIES A PREFERRED $16 MILLION MediQuest is a recently recapitalized company engaged primarily in leveraging applications of Amphi-Matrix, a topical drug delivery platform that can deliver pharmaceuticals through toughened skin and nails. At the time of Broadmark’s engagement, the company had been in business for more than 10 years without attracting institutional capital. Consequently, its balance sheet was weak and it depended on existing accredited individual investors for periodic infusions of funding. In the summer of 2005, a local institutional investor offered MediQuest $1 million towards a $13- to $15-million private placement. Unable to raise the balance of the funding, the company engaged Broadmark that December. This was a difficult transaction: The company’s balance sheet was weak, and the relatively small number of institutional investors interested in dermatology products perceived that the offer had already been “shopped.” (Institutional investors favor companies developing potential “home run” therapies for common diseases.) Broadmark worked with MediQuest’s management to restructure the pitch, focusing on the limited downside risk of this particular drug development process and the company’s modest valuation compared to the likely valuation and timing of a potential IPO. By bringing this reworked offer to non-traditional institutional investors including large mutual funds and hedge funds interested in late-stage, low-risk opportunities in the healthcare sector, Broadmark facilitated a $16-million financing for MediQuest in June 2006. © 2010 Broadmark Capital, LLC. All Rights Reserved. SERIES A PREFERRED $2.15 MILLION CardioMetrix is a medical device start-up developing an endovascular sensor for use in managing congestive heart failure. Because it is minimally invasive, the product’s sensor is not adversely affected by endothelization. Another key strength is that the product is powered remotely, obviating the need for an internal power source. CardioMetrix engaged Broadmark to raise $2 million to $3 million in Series A Preferred equity financing. Broadmark rarely works with life science start-ups because of the high barriers to placement, but after completing due diligence, we recognized the value of the unique product and knew which investors would be most likely to appreciate the opportunity. Broadmark identified two Small Business Investment Companies seeking early-stage medical device companies, and helped secure the first $1.075-million tranche in November 2005. In June 2006, after the company successfully completed certain investor-defined technical milestones, the company closed on the second $1.075-million tranche to complete the $2.15-million offer. © 2010 Broadmark Capital, LLC. All Rights Reserved. THE TEAM THE TEAM Broadmark Capital, LLC is a merchant bank that raises capital, advises and invests directly in client companies to create shareholder value. Broadmark Capital, LLC is a merchant bank that raises capital, advises and invests directly in client companies to create shareholder value. THE TEAM JOSEPH L. SCHOCKEN, PRESIDENT Since 1987, we have consistently helped companies raise capital and develop strategies that improve their financial positions. This work has earned us a reputation for recognizing and partnering with high-quality companies poised for growth. We target early- to mid-stage companies in technology and life sciences, but we have deep experience and extensive networks in a variety of industries. Our services are equally diverse: We have completed transactions ranging in size from below $5 million to larger than $100 million, delivered fairness opinions and consulted on mergers and acquisitions. Mr. Schocken is the founder and president of Broadmark Capital, LLC and its predecessor, Broadmark Capital Corporation. Our unique approach to partnering with companies we believe in, developing long-term relationships and finding creative solutions to complex problems has established Broadmark as an indispensable resource for firms seeking to grow in a challenging and complex environment. BROADMARK CAPITAL TEAM Joseph L. Schocken, President Adam J. Fountain, Principal With over 30 years as an investment banker, Mr. Schocken has extensive knowledge of the financial services industry and established relationships with both strategic and institutional investors in the United States and internationally. He has guided Broadmark’s corporate finance practice through more than 75 private equity transactions with an aggregate value of well over $1 billion. These projects have included private placements, debt offerings, mergers, asset purchases and public offerings in a broad array of industries including technology, life science, broadcasting and travel. Prior to forming Broadmark Capital in 1987, Mr. Schocken was a partner in several private investment banking firms, including a small New York Stock Exchange member firm where he managed the corporate finance and real estate departments. Andy Campbell, Analyst CYCLING Broadmark sponsors the Broadmark Capital Lake Washington Velo Track Cycling Team, a newly established amateur cycling team. More information can be found at www.broadmarktrack.com . From 2001 through 2006, Broadmark was the title sponsor of the Broadmark Cycling Team, the successful amateur road racing team based in the Pacific Northwest. For more information go to www.hagensbermancycling.com . Throughout his career as an investment banker, Mr. Schocken has also been an active private investor and has worked with a number of exceptional entrepreneurs. As an investor, board member and mentor, Mr. Schocken has played a pivotal role in the development of numerous significant enterprises. Notable examples include Bennett Environmental (AMEX: BEL), Optiva (acquired by Phillips) and Universal Access, Inc. (NASDAQ: UAXS). In each case, Mr. Schocken served as an influential advisor to management in the development of a capital formation strategy that positioned the company for growth. Broadmark Asset Management Company, which he helped form, received both direct investment and a $100-million allocation from CALPERS in 2000. Mr. Schocken is a member of the National Advisory Board of the Democratic National Committee and an avid cyclist. He is an honors graduate of the University of Washington and holds an MBA from Harvard University. He holds Series 7, 24, 63 and 79 FINRA registrations. Email Joe at jls@broadmark.com © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2010 Broadmark Capital, LLC. All Rights Reserved. THE TEAM THE TEAM Broadmark Capital, LLC is a merchant bank that raises capital, advises and invests directly in client companies to create shareholder value. Broadmark Capital, LLC is a merchant bank that raises capital, advises and invests directly in client companies to create shareholder value. ADAM J. FOUNTAIN, PRINCIPAL TREVOR BROWND, ANALYST Mr. Fountain's responsibilities at Broadmark include investor and client sourcing, and transaction management across all of Broadmark's focus areas including life sciences, technology, new media, middle market, real estate, telecommunications and financial services. His current interests include life science companies that have demonstrated proof of concept, particularly drugs with clinical data and devices with at least animal data, and some mitigation of risk, e.g. shortened regulatory paths, 505(b)2, etc. Areas of interest in technology include SaaS, new media, and any revenue generating high growth companies. Responsibilities also include all activities related to Broadmark's merchant banking function: identifying and qualifying potential direct investments and producing Broadmark white papers. In addition to these responsibilities, Mr. Fountain is a part owner of Pyatt Broadmark Management, LLC and responsible for their investor relations and fund management. He also has a significant support role for Broadmark relating to regulatory compliance. Mr. Brownd is the most recent addition to Broadmark Capital. Prior to joining Broadmark he worked with a privately held restaurant company performing operational analysis, cash flow forecasting, budgeting and new investment analysis. Mr. Brownd also has a background in investment consulting and equity analysis. His consulting work was focused on investment management research for institutional clients including public and private pension plans, endowments and 401Ks. Mr. Fountain has had a significant or lead role in the following engagements (in no particular order): Pyatt Broadmark Management, Global Voyages Group, FedTax, AVM, MGT, SRS Medical, PhysioSonics, Generic Medical Devices, HipCricket, Omeros, XShares, Sound Pharmaceuticals, Zynex Medical, MediQuest Therapeutics, CardioMetrix and Shoreline among others. Mr. Fountain originally joined Broadmark in 2003 as an Associate focused on client sourcing and transaction management in the life sciences sector. Prior to joining Broadmark, Mr. Fountain was an Associate at L.E.K. Consulting in Los Angeles, CA from 2001 through 2003, an international strategic consulting firm headquartered in London. While at L.E.K., he worked primarily in the life sciences practice. Key projects included developing a product marketing and distribution strategy for an established European pharmaceutical company, formulating a product development and partnering strategy for a start-up biotechnology company, and preparing for the likely adoption of a new product in the medical device industry. At Broadmark Mr. Brownd’s responsibilities include research and analysis pertaining to all of the firm’s activities. He is passionate about working with the companies and entrepreneurs that comprise Broadmark’s investment banking business. He most enjoys his role in the client sourcing and due diligence process. Mr. Brownd’s areas of interest include electronic devices, new revenue models in software, cloud applications and medical devices. Mr. Brownd graduated from the University of Portland with an undergraduate degree in accounting and finance. He also holds an MBA from Boston University focusing on valuation and international management. Outside of Broadmark Mr. Brownd enjoys skiing throughout the Northwest, exploring the Puget Sound during the summer and cooking year round. Email Trevor at tbrownd@broadmark.com Mr. Fountain graduated with a B.A. in International Relations from Stanford University, Minor in German Studies in 2001. He holds Series 7, Series 63, Series 66 and Series 79 FINRA registrations. Outside of Broadmark, Mr. Fountain was a co-founder of WINGS: The Washington Medical Technology Angel Network, and formerly served as a Director. In addition to his role at WINGS, he has served on the Executive Committee for the WBBA’s annual life science conference for several years. He is active in his church and resides north of Seattle with his wife, Emily, and their son, Samuel. He enjoys riding his bike, cooking, brewing, fantasy baseball, and beekeeping. Email Adam at afountain@broadmark.com © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2008 Broadmark Capital, LLC. All Rights Reserved. PARTNERS PARTNERS Broadmark’s services have helped dozens of companies achieve great things. Broadmark’s services have helped dozens of companies achieve great things PARTNERS MIDDLEMARCH PARTNERS PYATT BROADMARK MANAGEMENT, LLC www.middlemarchllc.com www.pyattbroadmark.com Middlemarch Partners is a merchant banking firm focused on providing the strategic capital raising solutions and acquisition advisory services of an investment bank with the direct co-investment capital of a private equity investor. They focus on high-growth financial services, financial services-enabling technologies, and business services companies; sectors where its Principals have deep domain expertise as bankers, investors, and operators. The firm advises and invests across the spectrum of mid-stage venture, growth capital, and growth buyouts transactions. Pyatt Broadmark Management, LLC is the Manager of the Pyatt Broadmark Real Estate Lending Fund I ("PBRELF I" or the "Fund"). PBRELF I is an unleveraged, no-load, evergreen fund that writes short-term, first position loans secured by real estate in the Pacific Northwest. The goal of the Fund is to provide investors with a high-yield debt instrument while minimizing the risk of principal loss and maintaining near-term liquidity. DURHAM & BLACK www.durhamblack.com Durham & Black is a strategic advisory firm specializing in the tech/telecoms market providing Executive Advisory, Capital Services, and Business Development services to telecommunications and service provider companies worldwide. With a specific focus and expertise in the technology and telecommunications verticals, they approach each client engagement with a specific purpose in mind: to develop tailored solutions that enable their clients to achieve their objectives, overcome challenges and identify areas of possible expansion or improvement in their businesses. © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2010 Broadmark Capital, LLC. All Rights Reserved. CONTACT US CONTACT US If you recognize the value of partnering with an established and tenacious merchant bank, please contact us. If you recognize the value of partnering with an established and tenacious merchant bank, please contact us. SEATTLE OFFICE 6t h e Av 2800 One Union Square 600 University St. Seattle, WA 98101-4123 t. nS h e Av tel: (206) 623-1200 fax: (206) 623-2213 email: seattle@broadmark.com 7t io Un h 5t 5 e Av ty rsi e niv St. U ca h 6t S e en St. e Av DIRECTIONS Our office is located in One Union Square, on the corner of 6th and University Street in downtown Seattle. FROM THE AIRPORT (SOUTH OF SEATTLE): Turn left on S 156th and then right onto Air Cargo Rd. Turn left onto S 160th St. Turn left onto International Blvd/ WA-99. Take the WA-518 E ramp towards I-405/Renton/I-5 and merge onto WA-518 E. On the left, take the I-5 N exit towards Seattle. From I-5, take the Seneca St. Exit number 165 - on the left. Turn right onto 6th Ave. Our offices are located in 2800 One Union Square one block down on 6th Ave. For parking underneath the building, follow 6th Avenue to two blocks to Pike Street, turn right on Pike, and turn right on 7th Avenue. 7th Avenue leads straight into the parking garage for One/Two Union Square. FROM THE EASTSIDE: From Bellevue, take I-405 North towards Everett. From 405, take the WA-520 exit west towards Seattle/Redmond and then the I-5 S exit on the left towards City Center. From I-5, take exit 165B, Union Street. Just off the freeway, take the first left onto 7th Avenue which leads directly into the parking garage for One/Two Union Square. Our offices are in Suite 2800 of One Union Square. FROM THE NORTH OF SEATTLE: From I-5, take exit 165B, Union Street. Just off the freeway, take the first left onto 7th Avenue which leads directly into the parking garage for One/Two Union Square. Our offices are in Suite 2800 of One Union Square. © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2010 Broadmark Capital, LLC. All Rights Reserved. TERMS & CONDITIONS LEGAL DISCLAIMER This website, including all of its subsidiary parts, its design, associated graphics, the names Broadmark Capital, Broadmark Capital, LLC, broadmark.com, and all other files residing on or at the broadmark.com site are copyrighted by and are the property of Broadmark Capital, LLC Broadmark Capital, LLC (“Broadmark”) is registered as a broker-dealer with FINRA. Currently Broadmark Capital, LLC is registered in the following jurisdictions: All rights in and to this website and its constituent parts are hereby reserved and, except as provided herein, no part of this website may be used for any reason or reproduced in any manner, whether by paper, electronic means or any other method without the express written consent of Broadmark Capital. All Trademarks are the property of their respective owners. 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All materials on broadmark.com are provided “AS IS” without warranty of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose or noninfringement. In no event shall Broadmark Capital be liable for any incidental, indirect, special or consequential damages whatsoever (including but not limited to lost profits) arising out of or related to any information contained herein. Broadmark Capital reserves the right to make changes to any materials on broadmark.com, and to make improvements and/or changes to this site at any time and without notice. Alaska, Arizona, California, Colorado, Connecticut, District of Columbia, Florida, Idaho, Illinois, Maryland, Massachusetts, Minnesota, Nevada, New Jersey, New Mexico, New York, North Carolina, Ohio, Oregon, Pennsylvania, Texas, Utah, Virginia, Washington, Wyoming Solicitations are limited to residents of the above states only. Broadmark is not a registered investment advisor. The information contained herein is not intended for use by any non-U.S. person, or in any jurisdiction where its use would be unlawful, or by any other person for commercial purposes. BROADMARK CAPITAL LLC BUSINESS CONTINUITY PLAN DISCLOSURE STATEMENT Broadmark Capital, LLC has developed a Business Continuity Plan describing how we will respond to events that significantly disrupt our business. With that in mind, we are providing you a summary of our plan. We plan to quickly recover and resume business operations after a significant business disruption and respond by safeguarding our employees and property, making a financial and operational assessment, protecting the is designed to permit our firm to resume operations as quickly as possible, given the scope and severity of the significant business disruption. Significant business disruptions can vary in their scope, such as only our firm, the entire Seattle area, or western Washington region. Depending on the type of disruption, we will transfer our operations to a site outside of the affected area, and recover and resume business as soon as possible. In either situation, we plan to continue in business and notify you through our main telephone number: (206) 623-1200. If the significant business disruption is so severe that it prevents us from remaining in business, we will assist you in contacting parties you have conducted business with (issuers and investors). For more information - If you have questions about our business continuity planning, you can contact us at 206-623-1200 or seattle@broadmark.com. © 2010 Broadmark Capital, LLC. All Rights Reserved. © 2010 Broadmark Capital, LLC. All Rights Reserved.