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STATE OF THE MARKETS

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					                                    STATE OF THE MARKETS




                                    December 3, 2009
STRICTLY PRIVATE AND CONFIDENTIAL
                          This presentation was prepared exclusively for the benefit and internal use of the J.P. Morgan client to whom it is directly addressed and delivered (including
                          such client’s subsidiaries, the “Company”) in order to assist the Company in evaluating, on a preliminary basis, the feasibility of a possible transaction or
                          transactions and does not carry any right of publication or disclosure, in whole or in part, to any other party. This presentation is for discussion purposes only
                          and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by J.P. Morgan. Neither this presentation nor
                          any of its contents may be disclosed or used for any other purpose without the prior written consent of J.P. Morgan.
                          The information in this presentation is based upon any management forecasts supplied to us and reflects prevailing conditions and our views as of this date, all
                          of which are accordingly subject to change. J.P. Morgan’s opinions and estimates constitute J.P. Morgan’s judgment and should be regarded as indicative,
                          preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy
                          and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed
                          by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. J.P. Morgan
                                                                                                                                             legal,
                          makes no representations as to the actual value which may be received in connection with a transaction nor the legal tax or accounting effects of
                          consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible
                          transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.
                          Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons,
                          without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions
                          contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and
                          tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan.
                          J.P. Morgan’s policies prohibit employees from offering, directly or indirectly, a favorable research rating or specific price target, or offering to change a rating or
                          price target, to a subject company as consideration or inducement for the receipt of business or for compensation. J.P. Morgan also prohibits its research
                          analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investors.
                          IRS Circular 230 Disclosure: JPMorgan Chase & Co. and its affiliates do not provide tax advice. Accordingly, any discussion of U.S. tax matters
                          included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing
                          or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S.
STATE OF THE MARKETS




                          tax-related penalties.
                          J.P. Morgan is a marketing name for investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan
                          arranging, financial advisory and other investment banking activities are performed by a combination of J.P. Morgan Securities Inc., J.P. Morgan plc,
                          J.P. Morgan Securities Ltd. and the appropriately licensed subsidiaries of JPMorgan Chase & Co. in Asia-Pacific, and lending, derivatives and other commercial
                          banking activities are performed by JPMorgan Chase Bank, N.A. J.P. Morgan deal team members may be employees of any of the foregoing entities.
                          This presentation does not constitute a commitment by any J.P. Morgan entity to underwrite, subscribe for or place any securities or to extend or arrange credit
                          or to provide any other services.



                       SEC HOT TOPICS SEMINAR
                       The financial markets have experienced turmoil

                           Select banks have maintained strong capital positions



                                                                         Market cap ($ billions)
                                                                                2007 (01/01/07)

                                                                                2009 (11/18/09)
                              $168


                              $171          $120
                                                         $240
                                            $135
                                                                        $274
                                                         $141


                                                                         $94
                                                                                   $85
                                                                                             $85       $121
                                                                                                                $85                    $115
                                                                                                                            $82
                                                                                   $91                                                              $43        $41
                                                                                             $63       $59                                                              $24
                                                                                                                $47
STATE OF THE MARKETS




                             Bought                     Bought       New CEO,    Converted                    Converted    Sold to   New CEO,      Seized;
                                            Bought                                                     New                                                    Sold to   Sold to
                           Bear Stearns,              Countrywide,     Govt.      to bank                      to bank     BofA,      sold to      Sold to
                                           Wachovia                                                    CEO                                                   Barclays    JPM
                              WaMu                        ML          bailout      holdco                       holdco    new CEO    Wells Fargo    JPM




                        SEC HOT TOPICS SEMINAR                                                     1
                       Summary of financing and M&A market conditions
                           Market summaries

                                                      Investors are allocating capital to high grade asset classes

                                                      Uptick in new issuance activity as companies are opportunistically:
                                                           Locking in historically low coupons
                                                           Terming out commercial paper/bank debt
                                                           Funding liability management exercises
                               Investment grade            Pre-funding acquisitions
                                                           Financing share repurchases

                                                      New issue supply remains well received across the ratings spectrum as investors are focused on the new issue market to
                                                      deploy cash as secondary trading volumes have slowed

                                                      Credit spreads continue to tighten driven by a supply/demand imbalance and low returns on cash, inflows from pension funds,
                                                      strong earnings announcements and improving credit fundamentals

                                                      Leveraged finance and high yield market conditions remain very strong

                                                      Supply in the institutional loan market continues to grow, as loan buyers have seen a rise in cash balances from the issuance
                                                      of high yield debt and money managers have increased allocations for loans
                             Syndicated & leveraged
                                    finance           The M&A-oriented and growth capital raises of prior years have gradually begun to reappear

                                                      Institutional term loan issuers are successfully minimizing the impact of maturity walls through amend-and-extend transactions:
                                                      an attractive trade off for investors receiving a higher yield for a longer maturity


                                                      The equity markets have rallied from March lows as investor appetite for risk has returned

                                                      Investors have been receptive to a wide variety of uses, spanning balance sheet repair to pro-active growth opportunities
                             Equity capital markets   Investors are focused on companies alleviating their liquidity, leverage, and interest coverage concerns despite dilution to
                                                      current holders

                                                      The new issuance market has been robust with 512 companies raising $141bn 2009 YTD, including 47 IPOS
STATE OF THE MARKETS




                                                      Global YTD market volume is down 35% as compared to 2008 9 months with North America contribution down 41%

                                                      M&A volume has picked up since August and larger deals (>$10bn) have remained fairly steady while smaller deals (<$1bn)
                                     M&A              are limited

                                                      Strategic activity remains relatively strong with vast majority of declines in financial sponsor M&A as a result of the credit crisis

                                                      C     b d
                                                      Cross-border activity i N th A
                                                                     ti it in North America i d
                                                                                        i is down b 62% as compared t 9 months 2008 volume
                                                                                                  by              d to     th         l




                        SEC HOT TOPICS SEMINAR                                               2
                                                                                                                                                                                  Investment grade

                       The uptick in new issuance activity is expected to continue as issuers look to
                                         lock-in
                       opportunistically lock in historically low coupons
                            New issue market overview                                                                        Annual YTD issuance comparison*
                                   New issue supply remains well received across the ratings spectrum as investors            ($bn)
                                   look to put money to work in the primary market                                            900            2009            2008              2007
                                                                                                                                                                                        New Issue Supply          Amt ($bn)
                                   Several themes continue to prevail in the new issue market:                                800                                                       Year to date
                                                                                                                                                                                        Year-to-date               $870.1*
                                                                                                                                                                                                                   $870 1*
                                        Uptick in new issuance activity                                                       700                                                       Week ending 11/6/09         $19.5*
                                        – As issuers emerge from blackout periods, many companies have looked
                                                                                                                              600
                                          to opportunistically lock-in historically low coupons
                                        Investors are allocating capital to the high grade asset class                        500
                                        – Inflows may slow in the coming months due to compressed yields and                  400
                                          improving equity market performance but remain healthy                              300
                                        – Investors are focused on the new issue market to deploy cash as
                                                                                                                              200
                                          secondary trading volumes have slowed
                                                                                                                              100
                                   Issuers are taking advantage of favorable market conditions to term out
                                   commercial paper/bank debt (HCC Insurance), fund liability management                        0
                                   exercises (Thermo Fisher Scientific, Raytheon), pre-fund acquisitions (Emerson),                        Total         Fixed-Rate       Floating-Rate       Corporates           Financial
                                   and finance share repurchases (Zimmer, Praxair)                                            Chg vs.                                                                             Insitutions
                                                                                                                              ’08 YTD
                                                                                                                               08         +46.2%*          +54.8%*             11.0%*           +45.2%             +47.1%
                                                                                                                                                                                                                      *
                                                                                                                             Source: Securities Data Corporation, J.P. Morgan as of November 13, 2009. Note: Excludes
                                                                                                                             issuance maturing in less than 18 months and extendibles; *Includes USD TLGP


                            Investor demand remains strong                                                                   2009 YTD investment grade issuance breakdown*

                                ($bn)                 All   t d
                                                      Allocated           Excess Orders
                                                                          E      Od           S b cription multiple
                                                                                              Subs i ti      lti l                    Maturity b kd
                                                                                                                                      M t it breakdown                                  Sector b kd
                                                                                                                                                                                        S t breakdown
                              16                            7.6x                                                    8
                                                                          7.0x                                                        30+ year        < 5-year                          REITs 2%       Autos 1%
                              14                                                                           6.4x     7                   13%             11%
                                                                                     5.9x                                                                                        TMT 12%                   Consumer/Retail
                              12                                                                                    6
                                                   4.9x                                                                                                                                                         10%
                              10                                                               4.3x                 5                                                    Industrials
                               8                                                                                    4                                                       19%
                                        3.0x
STATE OF THE MARKETS




                               6                                                                                    3
                                                                                                                                                                                                                    Energy &
                               4        5.00                                                                        2
                                                                                                                                                                                                                     Power
                               2                  0.60                                                              1
                                                             0.75         1.00     0.50        0.60        0.75                                                  5-9 year                                             22%
                                                                                                                             10-29 year
                               0                                                                                    0                                              36%
                                                                                                                                40%

                                                                                                                                                                                            Financial 34%
                                      A1/A+        A2/A   Baa3/BBB+ Baa1/A- Baa1/A-         Baa3/BBB     Baa1/A-
                                     11/09/09    11/10/09 11/12/09  11/12/09 11/12/09        11/12/09    11/13/09

                                                                                                                            Source: Securities Data Corporation, J.P. Morgan
                           Source: J.P. Morgan                                                                              *Excludes FDIC guaranteed USD issuances

                        SEC HOT TOPICS SEMINAR                                                                          3
                                                                                                                                                                                                                      Investment grade



                       Spreads continue to tighten but the rally has moderated
                          Credit spread overview                                                                                                           Credit spread overview

                              After months of tightening, spreads are beginning to face resistance from:                                                    800
                                                                                                                                                                  (bps)
                                                                                                                                                                                               FIG           Industrials        Utilities
                                 Absolute yield levels
                                    l   bullish tl k than in i
                                 A less b lli h outlook th i prior monthsth                                                                                 700
                                 Across virtually all sectors, spreads have retraced almost all spread widening seen
                                 in 2008                                                                                                                    600
                              Several factors, however, support further tightening
                                 Supply/demand imbalance in new issue market and low returns on cash                                                        500
                                 Inflows into HG credit funds from pension funds as they reallocate cash from
                                 equities                                                                                                                   400
                                 Generally strong 3Q earnings and improving credit fundamentals
                                 Further spread tightening could be accelerated if UST yields rise                                                          300
                                                                                                                                                                                                                                                             229
                                                                                                                                                            200                                                                                              181
                                                                                                                                                                                                                                                             167
                                                                                                                                                            100
                                                                                                                                                              Jan-08            Apr-08       Aug-08          Dec-08        Mar-09           Jul-09     Nov-09

                                                                                                                                                          Source: J.P. Morgan, I-spread to Treasury

                          Investors are less bullish than previous surveys                                                                                  Sector performance in 2008 and 2009 YTD (credit spread
                                                                                                                                                            movement)
                           - 11% of investors reported high cash balances compared to their usual holdings, down                                                  (bps)                                                                                2008
                           from 29% two months ago, indicating investors are deploying cash in the new issue
                                                g ,          g                 p y g
                           market                                                                                                                                         Basic Industry               (439)                                  471      2009

                           - 33% maintain a bullish spread outlook, a drop from the previous reading of 51%                                                                   Chemicals                          (176)              218
                                   Corp. Bond Weighting                      Cash Position                         Spread Outlook                                  Building Materials        (801)                                                     850
                                    Under     Neutral     Over         Low            Med           High          Neg.          Neu.          Pos.          Consumer Non-Cyclical                              (213)                218
                             100                                 100                                        100
                                                                       10 21                 9
                                                                                                     11                                                                          Energy                  (382)                          356
                              90                          25      90                                         90
                                     36      36    31                                 29                                                       33
                              80                                  80                                         80          45                                       Paper & Packaging                  (556)                                       595
STATE OF THE MARKETS




                                                                                                                                       51
                              70                                  70                                         70    66
                                                                       48                                                        71                         Property & Real Estate (943)                                                                 977
                              60                                  60          42             63              60
                                                                                                     61
                              50                                  50                  50                     50                                                                   Retail                     (333)                   276
                              40             50           69      40                                         40
                                     55            66                                                                    39            26 56                                Technology                       (333)                    303
                              30                                  30                                         30
                              20                                  20   41 36                                 20    24            18                                            Telecom                       (307)                     319
                                                                                             29 25
                              10                                  10                  21                     10                        23
                                      9      14                                                                    10 15 11                    11
                               0                   3      6        0                                                                                                          Transport                      (329)                    314
                                                                                                              0
                                                                        /2

                                                                              7/1 3

                                                                                        /8

                                                                                               /7

                                                                                                       /5
                                     7/1 3

                                              /8

                                                     /7

                                                            /5




                                                                                                                                                                                 Utilities                   (326)                    312
                                                                                                                     2
                                                                                                                   6/2

                                                                                                                            3
                                                                                                                         7/13

                                                                                                                                 9/8
                                                                                                                                   8

                                                                                                                                       10/7
                                                                                                                                          7

                                                                                                                                               11/5
                                                                                                                                                  5
                                                                       6/



                                                                                       9/

                                                                                             10/

                                                                                                     11/
                                             9/

                                                   10/

                                                          11/




                         Source: Credit client survey, J.P. Morgan                                                                                        Source: J.P.Morgan

                        SEC HOT TOPICS SEMINAR                                                                                                        4
                                                                                                                                                       Syndicated & leveraged finance



                       Leveraged finance market conditions
                          Commentary

                               Leveraged finance market conditions remain very strong
                                              g              yield to worst remains near its lowest level since January 2008 – 9.5%
                                    The JPM High Yield Index y                                                        y
                                    The LCD-100 is now bid at 84.40 to yield 8.7% – reaching the highest bid price since June 2008
                               High yield market supply is expected to remain robust prior to the holiday season with both drive-by and roadshow transactions for cyclical and
                               non-cyclical borrowers
                                    Overall volumes year-to-date are up 284% to $145bn versus prior year volume of $38bn, and are on pace to surpass the $155bn of
                                    issuance in 2007
                                    In recent weeks issuers such as Tops, Transdigm and Terra Capital have tapped the high yield market for dividend deals
                               Supply in the institutional loan market continues to grow, as loan buyers have seen a rise in cash balances from the issuance of high yield debt
                               and money managers have increased allocations for loans
                               Universal Orlando recently priced a $900mm five-year term loan at L+425 with a 2.25% LIBOR floor at 98.5, which had over 100 accounts
                                                                                                                 reappear,
                               The M&A-oriented and growth capital raises of prior years have gradually begun to reappear with the launch of several notable transactions
                                       –    IMS Health ($2.3bn loans, $1.0bn bonds)                    –    Denbury Resources ($1.6bn loans, $1.3bn bonds)
                                       –    Busch Entertainment ($1.1bn loans)                         –    CF Industries ($1.0bn loans, $1.2bn bonds)
                               Institutional term loan issuers are successfully minimizing the impact of maturity walls through amend-and-extend transactions: an attractive
                               trade off for investors receiving a higher yield for a longer maturity
                                    JP M        is bookrunner on six of th l t nine announced amend-and-extend t d
                                    J.P. Morgan i b k             i f the last i            d                      including Rent-A-Center’s $284mm TLB extension
                                                                                                  d d t d trades, i l di R t A C t ’ $284                 t   i

                          Monthly new issue volume ($bn)                                                             Leveraged finance maturity calendar ($bn)

                                                  Bonds
                                                                                                                           Bonds
                                                  Institutional Loans
STATE OF THE MARKETS




                              $13                                                                                                                                       $125
                                                                                                                           Institutional Loans
                                                                                                                                                                  $94

                                                                                         $24
                              $32                                    $17                                                                            $64                 $226
                                                                              $18                                                                                $165           $122
                                           $3                                                         $13                              $65          $79
                                           $6           $4            $6       $5
                                                                               $         $8                              $30           $24                                      $34
                                                                                                                                                                                $
                                                        $2                                            $1                 $8
                             2007          2008       1Q '09         2Q '09   3Q '09    Oct '09      Nov '09             2010          2011         2012         2013   2014    2015
                                                   monthly average
                         Source: J.P. Morgan; S&P LCD (as of 11/13/2009), includes loan extensions                  Source: J.P. Morgan, S&P LCD (as of 11/16/2009)
                        SEC HOT TOPICS SEMINAR                                                                  5
                                                                                                                     Equity capital markets

                       Companies have taken advantage of the opening in the equity capital
                       markets



                             Investors have been
                             receptive to a wide                                                                              Offensive
                                                         Defensive
                             variety of uses,
                             spanning balance sheet
                             repair to pro-active
                             growth opportunities
                                                        Balance sheet repair                         Opportunistic

                             Investors are focused      Covenant relief                              Acquisition-driven
                             on companies
                                                        Debt repayment                               Working/growth capital
                             alleviating their
                             liquidity, leverage, and
                             interest coverage
                             concerns despite
                             dilution to
                             current holders

                             Investors want equity
                             and equity-linked
                             offering sizing to
                             address all near and
                             medium term
                             capital needs
STATE OF THE MARKETS




                                                        J.P. Morgan helped these companies reposition their capital structure for the future



                        SEC HOT TOPICS SEMINAR                                     6
                                                                                                                                                                                            Equity capital markets



                       The new issuance market has been robust with 512 companies raising $141bn 2009YTD
                          U.S. follow-on activity, 2008-2009YTD1                                      Recent U.S follow-on issuance2

                             Volume ($bn)                                                                                                                                                              Price change

                                                                                                                                                                    % of               Shs
                                              $153                                                    Pricing                                   Amt     Mkt cap     mkt       %    upsized/      File/     Offer/      Offer/                     Days of
                                                                                                      date       Issuer                      ($
                                                                                                                                             ($mm))      ($
                                                                                                                                                         ($mm))     capp    sec. downsized       offer         y
                                                                                                                                                                                                           1-day      current   Sector                    g
                                                                                                                                                                                                                                                  marketing
                                                      $141                                            11/13/09   TC PipeLines LP              $190        $1,840    10%       -        -        -4.6%      -0.7%      -0.7%     Oil & Gas            Overnight
                                                                                                      11/12/09   SolarWinds Inc                 259        1,255    21      100%     20%        -5.5        5.9        5.9      Software             6-days
                                                                                                      11/12/09   RehabCare Group Inc            149          599    25        -      24         -3.9      11.3        11.3      Healthcare           4-days
                                                                                                      11/12/09   Lakeland Financial Corp         60          289    21        -        -       -20.3       -1.5       -1.5      Finance              4-days
                                                                                                      11/11/09   Schweitzer-Mauduit             124        1,061    12        -        -        -1.5        3.8        4.2      Pulp & Paper         2-days
                                                                                                      11/11/09   Pioneer SW Energy               64          708        9     -        -        -4.3        3.0        0.8      Oil & Gas            Overnight
                                                                                $14                   11/10/09   NuStar Energy LP               302        3,267        9     -        -        -4.5        0.7        1.0      Oil & Gas            Overnight
                                                                      $11
                                                                                                      11/10/09   Entertainment Properties       199        1,127    17        -      22         -6.4       -0.7       -0.1      REIT                 Overnight
                                                                                         $7
                                                               $5
                                                                                                $3    11/10/09   Simmons First National          65          427    15        -        -      -14.5         0.1        0.9      Finance              6-days
                                                                                                      11/09/09   Brookdale Senior Living        291        1,952    15      100      50         -9.9        2.5        2.6      Healthcare           1-day
                                               '08    '09YTD   Jul      Aug      Sep      Oct   Nov   11/09/09   Standard Parking Corp          105          260    41      100      14        -10.3       -1.6       -1.4      Parking services 5-days
                          # of deals                        249        512        36       68 88 23
                                                                                            57        11/05/09   MSCI Inc                       117        3,097        4     -        -        2.0         4.5        4.5      Finance              1-day
                          % of mkt cap                     15%        18%       20%       17%
                                                                                         20% 21%17%              Mean                         $158        $1,348    16%     100%     26%        -7.0%       2.3%       2.3%
                          % dis. file/offer                -9%       -11%      -10%       -13% -10%
                                                                                        -10% -9%
                          % sec.                           68%        80%       72%       95% 100%
                                                                                         66% 97%                 Median                       $137        $1,158    14%     100%     22%        -5.0%       1.6%       0.9%


                          2009YTD U.S follow-on issuance (by # of deals)

                           By sector                                                                  By marketing type3                                                             By use of proceeds2
                                                          Metals &
                                         Consumer          Mining                                                                  Rights Offering
                                                            4%                                                                           1%
                                            4%                                                                            Bought
                                                                                                                           9%                                                              General corporate                      Acquisitions
                                                TMT                          Finance                                                                                                         purpose 27%                             10%
                                                 8%                            24%
                                                                                                        Fully Marketed
                                                                                                       (3 days or more)                                                                                                                    Working
                                   Healthcare                                                                                                                                                                                              capital
                                                                                                              19%
                                     12%                                                                                                                                                                                                    9%
STATE OF THE MARKETS




                                                                                                                                                                                                                                           Secondary
                                                                               Energy
                                      Diversified                                                                                                                                                                                             7%
                                                                                18%                                                                    Accelerated
                                         15%                                                                                                         (2 days or less)
                                                                                                                                                          71%                      Debt repay / B.S repair                          Debt repay (TARP)
                                                                                                                                                                                     (Non-TARP) 41%                                        6%
                                                           REIT
                                                           15%

                                            g,       g ,                                                   , g             g ,                 g
                         Source: Bloomberg, Dealogic, and Factset as of 11/13/09. Excludes closed-end funds, rights offerings, and ADRs. Shading denotes JPM bookrun transactions
                         1 Aftermarket performance data based on FOs >$25mm; excludes block trades
                         2 Excludes block trades and deals <$50mm
                         3 Includes rights offerings
                         4 PrivateBancorp file/offer excluded from file/offer mean/median

                        SEC HOT TOPICS SEMINAR                                                                                     7
                                                                                                                                                                                                      Equity capital markets



                                                                                    2009YTD…
                       The IPO market has begun to rebound with 47 IPOs executed in 2009YTD
                            IPO volume ($bn) 1999-2009YTD1

                                                         Visa IPO
                                                                       $105
                                $100               $
                                                   $100


                                 $75
                                                                                                                                                                                                      $53
                                                                                      $46                                                 $51                                     $47
                                 $50
                                                                                                                                                               $38
                                                                                                       $27                                                                                                            $27
                                 $25                                                                                    $18
                                                                                                                                                                                                                      $20              $16

                                      $0                                                                                                                                                                               $7
                                                     ’99                ’00           ’01              ’02              ’03                  ’04               ’05                ’06                 ’07             ’08              '09
                               No. of
                               IPOs:                474                407            87               76                76               230                  186                194                 211              29                 47


                            Recently priced IPOs2

                                                                                                       Leverage                                    Price change
                            Pricing                                             Amt    Mkt cap     % Debt / ’09      Offer                         Offer/    Offer/
                            date                Issuer                        ($mm)     ($mm)    sec. EBITDA3        price    Filing range         1 day    Current Sector              Sponsor (s)                         Bookrunners
                            11/12/09            Dollar General Corp            $824   $7,158     12%         2.9x   $21.00 $21.00 - $23.00          8.2%      8.2% Retail               GS Ptrs., KKR, Citi PE              JPM, C, GS, KKR, BAML
                            11/12/09            rue21 Inc                       148        459   32          0.1     19.00    16.00 - 18.00        27.9      27.9    Retail              p
                                                                                                                                                                                        Apax Partners LP                       ,     ,
                                                                                                                                                                                                                            JPM, BAML, GS
                            11/06/09            Duoyuan Printing Inc             55        267   21          0.3      8.50    8.50 - 10.50         -2.9      -6.1    Machinery                                              Piper
                            11/06/09            STR Holdings Inc                123        423   29          3.2     10.00    13.00 - 15.00        16.0      28.5    Chemicals          DLJ Merchant Banking Partners,      CS, GS
                            11/04/09            Ancestry.com                    100        572   17          1.4     13.50    12.50 - 14.50         5.2       0.2    Services           Spectrum, Crosslink Cap., W Cap. MS, BAML
                            11/04/09            Hyatt Hotels Corp             1,093    4,201     26          1.8     25.00    23.00 - 26.00        12.0      15.9    Lodging            Goldman Sachs Capital Partners      GS
                            10/27/09            Vitamin Shoppe Inc              178        452   39          3.8     17.00    14.00 - 16.00         5.6      17.3    Retail             Irving Place Capital, Blackstone    JPM, BAML, BC
                            10/27/09            Addus HomeCare Corp              54        105   51          2.3     10.00    11.00 - 13.00     -15.1       -19.7    Healthcare         EOS Private Equity                  RWB, Oppenheimer
STATE OF THE MARKETS




                            10/22/09            Dole Food Co Inc                446    1,092
                                                                                       1 092     41          3.0
                                                                                                             30      12.50
                                                                                                                     12 50    13.00 15.00
                                                                                                                              13 00 - 15 00         18
                                                                                                                                                   -1.8      -2.4
                                                                                                                                                              24     Agribusiness                                           GS BAML DB Wells
                                                                                                                                                                                                                            GS, BAML, DB,
                            10/20/09            AGA Medical Holdings Inc        199        668   30          5.3     14.50    15.00 - 16.00         0.7     -12.6    Healthcare         Welsh Carson                        BAML, C, DB, LS, Wells
                            10/16/09            China Real Estate               248    1,111     22          0.0     12.00    11.80 - 13.80        35.3      25.0    Professional       China Renaissance Capital Inv.      CS, UBS
                            10/12/09            RailAmerica                     330        813   41          4.5     15.00    16.00 - 18.00        -8.3     -19.3    Rails              Fortress                            JPM, C, DB, MS
                            10/07/09            Omeros Corp                      68        213   32          N/A     10.00    10.00 - 12.00     -12.7       -32.9    Healthcare         ARCH Venture Partners               DB
                            10/07/09            Mistras Group                   125        330   38          1.0     12.50    14.00 - 16.00         0.6      -1.4    Testing Serv.      Thayer Hidden Creek, Altus          JPM, CS, BAML
                            10/06/09            Verisk Analytics Inc          2,156    3,962     54          1.7     22.00    19.00 - 21.00        23.7      31.4    Services                                               BAML, MS
                                                Mean 2009YTD                   $348   $1,169     39%         1.5x                                   8.7%     11.8%
                                                Median 2009YTD                 $178    $459      32%         0.9x                                   5.0%      3.9%

                                           Source: Dealogic; Bloomberg; Market data as of 11/13/09
                                           1
                                      Excludes deals S E M I CLEFS,
                        S E C H O T 2 T O P I C S <$25mm, N A R SPACS                                                                 8
                                               Excludes IPOs <$50mm, and Banco Santander’s $7bn IPO. Shading indicates J.P. Morgan bookrun offerings.
                                           3   Pro forma gross debt/EBITDA
                                                                                                                                                                                                          Equity capital markets



                       …and the pipeline continues to build with a number of IPOs currently on the road

                           IPO filings have accelerated                                         IPOs currently on the road1
                                                                                                                                                                                     #
                           Filed U.S. IPOs by number, 2009YTD                                                                                    Mkt         %                 Days
                                                                                                   p
                                                                                                Expected                               Amt         p
                                                                                                                                                 cap        mkt       %        since
                                                                            17                  pricing date Issuer                  ($mm)     ($mm)        cap     sec.        filing    Sector          Financial sponsor (s)             Bookrunners

                                                                                                11/17/09      Fortinet Inc             120       639        19      52               95   Networks        Redpoint Ventures, Meritech       JPM;MS;DB
                                                          15
                                                                                                11/18/09      HealthPort Inc              90     338        27          -            88   Software        Abry Partners Inc                 DB;Blair
                                                12                                              11/19/09      Archipelago Learn.       100       352        28      50               71   Education       Providence Equity Partners Inc BAML;Blair

                                                                                                11/19/09      Cloud Peak Energy        520     1,069        49          -            93   Mining                                            CS;MS;RBC
                                        9                           9                           Week of 16 Global Defense
                                                                                                Nov.       Tech & Systems                 69     136        51      35               71   Defense         Abry Partners Inc                 Cowen
                                                                                       6
                                                                                                Recent withdrawn IPOs1
                               3
                                                                                                                                                                    Amt
                                                                                                Filing date    Withdrawn date       Issuer                        ($mm)        Initial filing range     Sector                Financial sponsor (s)    Bookrunners

                                                                                                08/26/09       11/04/09             PlainsCapital Corp              $225       $14.00 $16.00
                                                                                                                                                                               $14 00 - $16 00          Finance                                        JPM
                             Q1'09    Q2'09      Jul      A ug     Sep      Oct      No v
                                                                                                06/30/08       11/03/09             Aviv REIT Inc                       299    $17.00 - $19.00          REIT                                           MS;BAML;C

                                                                                                08/18/09       10/29/09             AEI                                 263    $14.00 - $16.00          Utility & Energy                               JPM;GS;CS;C

                           Sector breakdown of ’09 filings2                                     07/18/08       10/16/09             Rexnord Holdings                    750    NA                       Machinery             Apollo Advisors LP       GS;BAML


                                                                                                Latest 10 filed IPOs1
                                               Energy
                                                                                                Filing                                             Amt       # Days
                                       Consumer 6%
                                                                                                date          Issuer                             ($mm)        on file       Sector                    Financial sponsor (s)                     Bookrunners
                                          8%                             Diversified
                                                                            27%                 11/10/09      Terreno Realty Corp                   $400           3        REIT                                                                GS
                              Healthcare
                                10%                                                             11/06/09      MaxLinear Inc                          100           7        Semiconductors                                                     MS;DB

                                                                                                11/06/09      Trius Therapeutics                       86          7        Healthcare                                                          CS
                                     TMT
STATE OF THE MARKETS




                                     11%                                                        11/05/09      Primerica Inc                          100           8        Insurance                                                           C

                                                                                                11/04/09      Chatham Lodging Trust                  230           9        REIT                                                                BC
                                                                        REIT
                                            Finance                     23%                     11/04/09      Whitestone REIT                          50          9        REIT                                                                Wunderlich
                                              15%                                               10/30/09      Alimera Sciences Inc                     80         14        Healthcare                Polaris Venture Partners                  CS;C

                                                                                                10/30/09      TeleNav Inc                              75         14        Telecom                   Lehman Brothers Private Equity            JPM;DB
                          Source: Dealogic         11/13/09; excludes
                          So rce Dealogic, as of 11/13/09 e cl des CLEF and SPACs               10/28/09      Aldagen I
                                                                                                              Ald     Inc                              81         16        H lth
                                                                                                                                                                            Healthcare                                                          Cowen;Wells
                                                                                                                                                                                                                                                C     W ll
                          1 Excludes IPOs <$50mm. Shading indicates J.P. Morgan bookrun deals
                          2 By number of filings. Excludes priced, withdrawn and <$25mm IPOs
                                                                                                10/21/09      Freedom Group Inc                      200          23        Defense                   Cerberus Partners LP                      GS


                        SEC HOT TOPICS SEMINAR                                                                                            9
                                                                                                                                                                                     Equity capital markets

                       Financial sponsor-backed IPOs have accelerated since Q2’09 with a number
                       testing the market with higher levels of leverage
                              IPO statistics
                                                                                                                           2005                        2006                       2007                      2008               2009YTD
                              Total # of IPOs                                                                               186                         194                       211                         29                        47
                              Total       d    i d ($mm)
                              T t l proceeds raised ($ )                                                               $37,965
                                                                                                                       $37 965                       $46,681
                                                                                                                                                     $46 681                $53,183
                                                                                                                                                                            $53 183                     $26,811
                                                                                                                                                                                                        $26 811                  $16 372
                                                                                                                                                                                                                                 $16,372

                              Total # of financial sponsor-backed IPOs                                                        93                         90                          93                        8                        24
                                   As a % of total IPOs                                                                     50%                         46%                       44%                        28%                       51%
                              Total proceeds raised ($mm)                                                              $20,363                       $21,305                $20,406                      $2,533                   $7,825
                                  As a % of total IPO proceeds                                                              54%                         46%                       38%                        9%                        48%

                              % of financial sponsor-backed IPOs with secondary selling                                     51%                         49%                       56%                        38%                       79%
                              Average % secondary in sponsor-backed IPOs                                                    56%                         61%                       60%                        59%                       47%

                              Financial sponsor-backed priced IPOs, 2009YTD1

                                                                                             Leverage                                Price change
                                                                                    Mkt
                              Pricing                                       Amt     cap             09
                                                                                          % Debt / ’09      Offer                   Offer/    Offer/
                              date         Issuer                         ($mm)   ($mm) sec. EBITDA3        price   Filing range    1 day    current Sector            Sponsor (s)                            Bookrunners
                              11/12/09     Dollar General Corp             $824   $7,158   33%      2.9x   $21.00 $21.00 - $23.00    8.2%     8.2%     Retail          GS Ptrs., KKR, Citi PE                 JPM, C, GS, KKR, BAML
                              11/12/09     rue21 Inc                        148      459   76       0.1     19.00   16.00 - 18.00   27.9     27.9      Retail          Apax Partners LP                       JPM, BAML, GS
                              11/06/09     STR Holdings Inc                 123      423   73       3.2     10.00   13.00 - 15.00   16.0     28.5      Chemicals       DLJ Merchant Banking, CS PE            CS, GS
                              11/04/09     Ancestry.com                     100      572   45       1.4     13.50   12.50 - 14.50    5.2      0.2      Services        Spectrum, Crosslink Cap., W Capital    MS, BAML
                              11/04/09     Hyatt Hotels Corp              1,093    4,201 100        1.8     25.00   23.00 - 26.00   12.0     15.9      Lodging         Goldman Sachs Capital Partners         GS
                              10/27/09     Vitamin Shoppe Inc               178      452   16       3.8
                                                                                                    38      17 00
                                                                                                            17.00   14 00 - 16 00
                                                                                                                    14.00 16.00      5.6
                                                                                                                                     56      17 3
                                                                                                                                             17.3      Retail                       Capital,                 JPM, BAML,
                                                                                                                                                                       Irving Place Capital Blackstone Group JPM BAML BC
                              10/27/09     Addus HomeCare Corp               54      105   10       2.3     10.00   11.00 - 13.00   -15.1    -19.7     Healthcare      EOS Private Equity                     RWB, Oppenheimer
                              10/20/09     AGA Medical Holdings Inc         199      668   30       5.3     14.50   15.00 - 16.00    0.7     -12.6     Healthcare      Welsh Carson                           BAML, C, DB, LS, Wells
                              10/16/09     China Real Estate                248    1,111    -       0.0     12.00   11.80-13.80     35.3     25.0      Prof. Serv.     China Renaissance Capital Inv.         CS, UBS
                              10/12/09     RailAmerica                      330      813   52       4.5     15.00   16.00-18.00      -8.3    -19.3     Rails           Fortress                               JPM, C, DB, MS
                              10/07/09     Omeros Corp                       68      213    -       N/A     10.00   10.00-12.00     -12.7    -32.9     Healthcare      ARCH Venture Partners                  DB
                              10/07/09     Mistras Group                    125      330   23       1.0     12.50   14.00-16.00      0.6      -1.4     Testing Serv.   Thayer Hidden Creek, Altus Capital     JPM, CS, BAML
STATE OF THE MARKETS




                              10/01/09     Education Management Corp        414    2,516    -       3.7     18.00   18.00 - 20.00   20.9     15.6      Education       GS Cap Ptrs., Providence, Leeds        JPM, DB
                              09/30/09     Talecris Biotherapeutics       1,064    2,276   42       2.1     19.00   18.00 - 20.00   11.3     14.9      Healthcare      Cerberus, Ampersand                    JPM, GS, BAML, BAR, CS, MS
                              09/24/09     Select Medical Holdings Corp     336    1,561    -       4.8     10.00   11.00 - 13.00    0.9      -6.1     Healthcare      Welsh Carson, Thoma Cressey            JPM, GS, MS, BAML
                              09/23/09     A123 Systems Inc                 438    1,325    2       N/A     13.50    8.00 - 9.50    50.3     19.6      Electrical Prod. North Bridge Ventures, Sequoia Cap. MS, GS
                              08/11/09     Emdeon Inc                       422    1,780   55       3.6     15.50   13.50 - 15.50    6.6      -0.7     Services        Hellman & Friedman, General Atlantic MS, GS, UBS, BAR
                              08/05/09     Avago Technologies               745    3,533   50       1.7     15.00   13.00 - 15.00    7.9      3.9      Semiconductors Silver Lake Ptrs, KKR                   DB, BAR, MS, C
                              06/24/09     MediData Solutions Inc           101      313    -       N/A     14.00   11.00 - 13.00   21.4      7.2      Software/Serv. Insight Venture Partners                C, CS
                                           Mean 2009YTD                    $326   $1,368   47%      2.2x                            13.4% 11.0%
                                           Median 2009YTD                  $189     $735   48%      2.0x                             9.1% 11.6%
                             Source: Dealogic as of 11/13/09; excludes CLEF and SPACs. Shading indicates J.P. Morgan bookrun offerings
                             1
                                 H O T T includes S S E secondary component
                        S E C % SecondaryO P I C synthetic M I N A R
                             2 IPOs with pre-offering leverage of 1.0x or greater
                                                                                                                            10
                                                                                                                                                                   M&A

                       Global YTD market volume is down 35% as compared to 2008 9 months
                       with North America contribution down 41%

                           North America and Rest of World M&A volume, 1995–2009 9 months ($bn)

                                                                                           NA                                  Non-NA



                                                                                                                                                 $4,577


                                                                                                                                        $3,892
                                                                                                                                        $


                                                                              $3,315
                                                                     $3,202                                                                      2,433    $3,146
                                                                                                                               $2,917
                                                                                                                                        1,952
                                                                                                                                                                         $2,548
                                                                               1,406
                                                           $2,298    1,348
                                                                                                                      $2,046    1,445                     1,779                   35%
                                                             619
                                                                                        $1,729                                                                           1,330    $1,651
                                                 $1,533
                                                                                                            $1,438     948
                                                                                                  $1,299
                                                   484                                    733
                                       $1,068
                                       $1 068                                                                                                                                      %
                                                                                                                                                                                 41%
                                                                                                                                                                                       931
                              $844                                                                            699                                2,145
                                         319                1,678     1,855    1,910                653                                 1,941
                               239                                                                                              1,472                     1,367
                                                                                                                      1,099                                              1,217
                                                  1,049                                   996
                               605      749                                                         647       740                                                                      721
STATE OF THE MARKETS




                              1995      1996      1997      1998      1999      2000     2001      2002      2003     2004      2005    2006     2007     2008           2008 9 2009 9
                                                                                                                                                                         months months

                           Source: J.P. Morgan; Dealogic Enterprise Static as of September 30, 2009
                           Note: North America includes any North American party involved; deals greater than $10mm




                        SEC HOT TOPICS SEMINAR                                                                11
                                                                                                                                                                                       M&A

                       M&A volume has picked up since August and larger deals (>$10bn)
                       have remained fairly steady while smaller deals (<$1bn) are limited

                            2008 / 2009 9 months any US announced M&A volume1 ($bn)
                                                                                                                                         Selected September deals:
                                                                                    Pfizer / Wyeth
                                                                                                                                           Xerox / Affiliated Computer Services $8.4bn
                                                                                        $68bn                 Merck / Schering-
                                                                                                               Plough $41bn                France Telecom / T-Mobile (UK) / Orange $8.4bn
                                                                                                                                           JBS / Betin $6.4bn
                                                                                                                                           Suntory / Orangina Schweppes $3.8bn
                                        $96                                             $106                                      $98
                                                                                                                    $73                                                                        $96
                                                  $66                                    38             $63                                      $73
                                                                                                                                                             $48        $57
                                                                $32         $35                                      32                                                                $38
                                                                                         68
                                                                                                                     41
                                        Sept       Oct          Nov         Dec          Jan            Feb         Mar           Apr            May        June        July            Aug   Sep
                                                         2008                                                                                  2009



                            North America volume by deal size, 1995–2009 9 months ($bn)
                                                                           $10–$100mm          $100–$500mm                $500mm–$1bn            $1bn–$10bn          $10bn+
                                                                                                                                                                     $2,145
                                                                                     $1,855    $1,910                                                       $1,941
                                                                                                                                                                      433
                                                                           $1,678
                                                                                                657                                               $1,472     664
                                                                                      599                                                                                      $1,367
                                                                             674                                                                                                              $1,217
                                                                                                                                                                                              $1 217
                                                                 $1,049                                                                 $1,099     373
                                                                                                          $996                                                       1064       440
                                                                  182                                                                    234                                                   416
                                                         $749                         709       670       221                 $740                           721                                       $721
                                                $605                                                                $647                           614
                                                          126                507                                              133                                               451
                                                                  406                                                110                 422                                                   400     266
                                                 78                                             182       421                                                         249
                                                          319                146      182                            219      254                  142       187                139
                                                288               142                                                                    130                                                   122     249
                                                           84                242      265       276       100         84       91                            273      305                               52
                                                 59       151     221                                     174        161      179        222       245                          239            204
                                                123                98        109      100       124                                      92        96        96        94        97                     108
                                                 57        69                                              80         73       82                                                              76        44
STATE OF THE MARKETS




                                                1995     1996     1997      1998      1999     2000       2001      2002      2003      2004       2005     2006     2007      2008           2008 9 2009 9
                                                                                                                                                                                              months months
                              Number of deals
                              >$10bn              5        6          10      21         19      26           11          5       7       10           17      31      19         16            14      11
                              $1–10bn            98      117      168        187        253     247       155        100      106        184       223        291     386        173           154      89
                              $0.5–1bn           82      117      199        203        260     255       141        119      130        186       199        262     349        194           170      76

                           Source: J.P. Morgan; Dealogic Enterprise Static as of September 30, 2009
                           Note: North America includes any North American party involved; deals greater than $10mm

                        SEC HOT TOPICS SEMINAR                                                                      12
                                                                                                                                                                                M&A



                       Private equity transaction activity has slowed as a result of the credit crisis
                             US LBO volume (TEV) ($bn)

                                                                                                                                                                      $434


                                                                                                                                                             $233

                                                                                                                                                   $130                          $111
                                                                                                                                 $94
                                  $57             $53            $40                                            $47
                                                                                 $20           $22                                                                                          $5

                                 1998             1999            2000           2001          2002             2003             2004              2005      2006      2007      2008     1H 2009

                            # of transactions
                                   175             168            123             51            43                 67              133               134      178       209        68        15

                           Source: S&P Q2 2009 Leveraged Buyout Review, J.P. Morgan estimates




                            U.S. financial sponsor and strategic M&A volume ($bn)

                                                                                                      Financial Spo nso r              Strategic
                                                                                                                                                                       $1,927
                                                                                                                                                                       $1 927
                                                         $
                                                         $1,783                                                                                              $1,805
                                                                                                                                                             $1 805
                                          $1,626                        $1,723
                                                                                                                                                    $1,380                       $1,311
                                                                                       $949                                        $1,043                     1,231    1,319
                                          1,534          1,652          1,408                        $597            $698                            1,047
                                                                                                                                       789                                       1,117     $470
                                                                                        864                             567
                                                                                                     498                                                       574      609
STATE OF THE MARKETS




                                                                                                                                                      333                                  436
                                           92             131            137            85           99                 130            254                                        194      34
                                          1998           1999            2000           2001         2002            2003              2004          2005     2006     2007      2008     1H 2009
                            % financial     6%             7%             8%             9%            17%              19%             24%           24%       32%      32%       15%        7%
                            sponsor

                           Source: Dealogic Analytics as of 7/8/09
                           Note: Includes any U.S. involvement rank eligible deals with value greater than $10mm;
                           financial sponsor includes any sponsor involvement on target, divestor, or acquiror side


                        SEC HOT TOPICS SEMINAR                                                                              13
                                                                                                                                                                    M&A

                       In recent years, an unprecedented amount of capital was committed
                       to the private equity asset class and is waiting to be deployed

                            Fundraising ($bn)                                                                Estimated undrawn global capital

                                                                                                                                 Estimated available                     Estimated available
                                Funds raised per period                           $277                                               capital (US$bn)                         capital (US$bn)
                                                                                         $265
                                                                                                                                                 24.9                                   5.6

                                                                      $184 $198                                                                  19.1                                   5.5

                                                                                                                                                 18.5                                   5.3

                                                                                                                                                 17.3                                   4.9
                                    $63
                             $33           $35                  $42                                                                              15.4                                   4.8
                                                   $28    $24                                   $24
                                                                                                                                                 15.3                                   4.8
                                                                                1H
                             1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009
                                                                                                                                                 14.1                                   4.8
                           Source: Buyouts Magazine
                                                                                                                                                 12.5                                   4.5
                            US LBO equity dollars invested ($bn)
                                                                                                                                                 12.2                                   4.5

                                                                                                                                                 11.6                                   4.4

                                                                                  $117                                                             8.7                                  4.3

                                                                                                                                                   8.4                                  4.2

                                                                            $70                                                                    8.2                                  4.2
STATE OF THE MARKETS




                                                                      $38                                                                          6.7                                  4.2
                                                                $28                      $34
                             $14    $12                   $15                                                                                      6.6                                  4.0
                                            $7     $7
                                                                                                $1

                             1999 2000 2001 2002 2003 2004 2005 2006 2007 2008                   1H
                                                                                                2009          Total top 50 buyout funds:                                  $384 billion
                           Source: S&P Q2 2009 Leveraged Buyout Review                                      Source: Prequin
                                                                                                            Note: includes main fund and regional/sector focused buyout funds


                        SEC HOT TOPICS SEMINAR                                                         14
                                                                                                                                                               M&A

                       Cross-border activity in North America is down by 62% as compared to
                       9 months 2008 volume

                           North America cross-border volume (target/acquiror), 1995–2009 9 months ($bn)


                                                                                       NA Target            NA Acquiror
                                                                                                                                                 $659




                                                                                      $509                                                       260
                                                                                                                                                        $466
                                                                             $433
                                                                                      142                                                                            $417
                                                                                                                                          $376
                                                                                                                                                        173
                                                                   $307      171                                                                                      146
                                                                                                                                   $267   150
                                                                    104
                                                                                               $191                         $193
                                                          $161                                                                     129           399                        $159
                                                                                      367                $150        $142
                                                 $105                                           100                                                     294           271
                                         $93               80                263                                            117
                                                                    203                                   79                              226                                89
                                                                                                                      97
                                         37       53                                                                               138
                                                           81                                   91        71                75                                               70
                                         56       52                                                                  45

                                         1995    1996     1997     1998      1999     2000     2001      2002        2003   2004   2005   2006   2007   2008         2008 9 2009 9
                                                                                                                                                                     months months

                             % of NA total 15     14        15       18       23        27       19       23          19     18     18     19     31     34           34      22
                             NA acquiror 40       51        50       34       39        28       53       53          68     61     48     40     39     37           35      56
STATE OF THE MARKETS




                             NA target     60     49        50       66       61        72        47      47          32     39     52     60     61     63           65      44

                           Source: J.P. Morgan; Dealogic Enterprise Static as of September 30, 2009
                           Note: North America includes any North American party involved; deals greater than $10mm




                        SEC HOT TOPICS SEMINAR                                                                  15
                                                                                                                                                                           M&A

                       The number of North American unsolicited/hostile deals decreased 8% in
                       2009 9 months compared to the same period last year

                           North America hostile number of deals, 1995–2009 9 months ($bn)


                                                                                    93




                                                                                                                                                  53
                                                                                                                                                                    51
                                                                                             47
                                                44       44      44       43
                                                                                                                       38                                                         37
                                                                                                     36       35                                                                         34
                                                                                                                                                             30
                                                                                                                                27
                                                                                                                                         25




                                                1995    1996     1997     1998     1999     2000     2001     2002     2003    2004     2005     2006        2007   2008         2008 9 2009 9
                                                                                                                                                                                 months months
STATE OF THE MARKETS




                             Deal value ($bn)   $84     $63       $76      $68      $265     $91     $132     $26       $37      $91     $30      $193       $99    $211          $202   $60


                           Source: J.P. Morgan; Dealogic Enterprise Static as of September 30, 2009
                           Note: North America includes any North American party involved; deals greater than $10mm; includes withdrawn and rejected deals




                        SEC HOT TOPICS SEMINAR                                                                 16

				
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