IPO & Financing--By Merrill Datasite

Today, leading companies are meeting and eliminating these challenges by leveraging Merrill DataSite

Save time, reduce costs and foster collaboration
Preparing for an initial public offering (IPO) is one of the most challenging and time-consuming events in a company's life cycle. Gathering, organizing and exchanging the due diligence information associated with any initial SEC-registered financing can put a strain on a growing company's resources. The process is even more difficult when the company has to integrate paper-based materials.

Today, leading companies are meeting and eliminating these challenges by leveraging Merrill DataSite, the premier virtual data room solution (VDR) that streamlines and accelerates due diligence review and the subsequent filing of regulatory submissions.

Interactive, online preparation for due diligence
A superior document management platform, such as Merrill DataSite, is essential throughout the entire IPO life cycle. By transforming traditional paper-based data into a secure, centralized virtual data room, deal teams are able to easily and securely comb through online materials in order to assess critical information and collaborate on the review process, yielding faster, more efficient drafting of all SEC-required documentation.

Working groups comprised of attorneys, accountants, consultants, financial sponsors, underwriters, company executives, and board members can all take advantage of Merrill DataSite's powerful online tools to:

• Immediately access key information
• Research and investigate information for drafting sessions
• Conduct complete, site-wide reviews through the use of flexible online search
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• Fulfill underwriters' due diligence requests
• Manage the "facts check" processes
• Facilitate third-party audits
• Prepare exhibits for Securities and Exchange Commission (SEC) filings
• Respond to SEC comment letter(s) and complete corresponding due diligence
• Support road show queries in real-time

Strategic and financial benefits
Merrill DataSite is preferred by many leading companies because it delivers substantial strategic and financial benefits, enabling clients to:

• Quickly gather and organize information for initial drafting sessions. Merrill DataSite can be launched in two hours, with thousands of documents available for online review within 24 hours.
• Accelerate the review process. Documents can be accessed and reviewed simultaneously by multiple parties, considerably reducing the time required to complete the due diligence process.
• Seamlessly upload new information as it becomes available. Newly acquired documentation can be quickly added into a single, centralized repository, with viewers alerted when new documents become available.
• Proactively manage working group activities. The tracking and audit tools provided by Merrill DataSite make it easy to monitor the reviewing process and to notify team members of outstanding documents still to be examined, helping to keep the project on schedule.
• Dramatically reduce labor and printing costs. Since all documents are stored online, the need for paper documents is virtually eliminated, saving time and expense which are usually associated with traditional paper-based due diligence.
• Work from anywhere. Travel time and costs are also reduced, because team members can log on and manage their work from remote locations, or even download whole sections for offline review.

In best practice, businesses begin building their datasites 12-18 months ahead of an expected transaction. By proactively managing their information, Merrill DataSite allows the management team to remain focused on business while preparing for the IPO, instead of diverting resources to deal with assembling and presenting documentation. As a result, a company can be well-prepared in advance of not only an IPO process, but any significant capital funding opportunity requiring thorough due diligence.

Highest VDR security in the industry
Merrill DataSite is the leading global provider of turnkey VDR solutions. By combining the industry's leading technology with highly secure technical and operational environments, Merrill's professional staff is dedicated to customer success. Merrill DataSite has hosted virtual data rooms for thousands of clients, representing transactions totaling trillions of dollars in asset value. Merrill DataSite is the first VDR provider to understand the industry's need to provide the highest level of security by obtaining an ISO/IEC 27001:2005 certificate of registration and it sets the standard as the world's only VDR certified for their operations in the United States and Europe. Merrill DataSite's ISO certificate is available for your review under www.datasite.com/security.htm.

Merrill Corporation Transaction Services will help you take the right steps during the equity and debt offering process
The excitement surrounding an initial or other public offering is matched by the challenge of preparing and filing the financial documents related to the offering. The working group must first gather and analyze information. The draft prospectus submission is then circulated among the team of lawyers, investment bankers and accountants who will make certain the disclosure adheres to mandated requirements of the offering.

While the task is complicated, the exacting detail required around disclosure can be intimidating for those unfamiliar with the process. Document management mistakes in particular can slow or stall the process. What can a global leader in transaction documentation and workflow like Merrill Corporation do for you?

Key benefits:
• Increase efficiency for transaction workflow
• Leverage a single source solution for financial document management
• Produce and distribute thousands of documents globally
• Streamline due diligence via a secure virtual deal room

Document workflow experts for complex transactions
Over the past four decades, Merrill Corporation has established a reputation as a trusted partner for companies involved in such complex transactions such as IPOs, mergers or acquisitions, bankruptcies or reorganizations.

One key contribution in this process is Merrill's ability to manage the work flow to set up and handle all confidential materials that are exchanged among several disparate parties (attorneys, underwriters, internal legal teams, accountants, government agencies, etc.).

Our experienced team of dedicated professionals oversees the composition, editing and electronic filing of documentation, as well as the management and distribution of data. Merrill also offers worldwide access to first-class conferencing facilities, customer service and 24/7 operations to meet all required objectives. Our team brings to the table an array of tools, services and experience that accelerate each step of the process, reduce errors and eliminate repetitive work without sacrificing accuracy or cost-effectiveness.

By guiding our clients through the IPO process, Merrill helps them create, produce and distribute required information through the correct channels. We work with both hard copy and electronic documents and will output final reports in multiple formats to the right people at the right time.

With Merrill DataSite Your Deal is Virtually Done.
With the technology and customer service experience to launch your project within two hours, setting up a Merrill DataSite for your company is easy. Our team will scan, upload and organize thousands of pages of content from any source in 24 hours or less. Around the clock and around the world, we are ready to answer any questions you may have. Let us make your IPO process as secure, efficient and successful as possible.