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First Annual MasterClass on

NON-TRADITIONAL EXIT STRATEGIES

Newest Trends in PIPEs, SPACs ™ ,
And Reverse Mergers

Featuring 18 Expert Speakers

FULL DAY MASTERCLASS
Wednesday, November 30, 2005
8:00 am - 5:00 pm
Cornell Club
New York City

PRE-CONFERENCE WORKSHOPS (OPTIONAL)

2:00 pm - 5:00 pm

University Club
New York City

Earn CLE Credits

Designed to Meet the Needs of Managers of Buyout, Venture Capital, & Hedge Funds, Executives of Their Portfolio Companies, as well as The Lawyers, Accountants, & Other Advisors Who Support Them

Faculty | Schedule | Registration | Location | Sponsorship | Audio Packages | CLE Credit

More and more general partners of buyout and venture capital firms are exploring new ways of taking companies public. They are using alternative IPO strategies that, in another time period might have been ignored--or even ridiculed and shunned.

The list includes PIPEs, Reverse Mergers, SPACs ™ , offshore exchanges, rollups, and other non-traditional exit, liquidity, and fund-raising strategies.

For this special full-day MasterClass, Dan Burstein, founder of Millennium Technology Ventures, a prominent venture capital firm, has recruited a team of 17 speakers representing many aspects of this “new” world.

“In this MasterClass experts and pioneering market participants in all these alternative strategies will cover the basics about what these vehicles are, who should use them, why, and under what conditions," says Burstein. "The event will help attendees develop their understanding of the pros and cons, benefits and risks, opportunities and pitfalls. Everyone involved with this MasterClass keenly understands the challenges involved with some of these strategies, but also recognizes that unique opportunities may exist to create value for investors through selective use of these vehicles.”

For example, you’ll learn how investors and portfolio companies that are searching for capital and for routes to the public markets are increasingly considering APOs – “Alternative Public Offerings” – i.e., simultaneously closing reverse mergers and issuing PIPEs – “Private Investments In Public Equities.”

For another example, you’ll hear about “blank check" public companies, also known as SPACs ™ – “Special Purpose Acquisition Corporations ™ ” – which raise capital in advance of making an acquisition and then convert to normalized public company status after consummating the acquisition and shareholder approval.

You’ll also hear the latest developments in reverse mergers – and why they’re gaining acceptance.  And about stock offerings on offshore exchanges, such as those in London and Hong Kong.

When you leave this MasterClass, you’ll know:

• Legal & regulatory issues – what rules are changing;
  what impact legal issues are having
• How you mitigate risk when using these options
• How you deal with compliance and audits
• New trends in purchase agreements and deal covenants
• Various ways SPACs are being structured
• The latest in reverse mergers – and their advantages & disadvantages
• Issues in forming vs. purchasing a public shell
• The latest on current valuation, due diligence, PR, IR,
    & post-merger market support issues
• Actions the SEC is considering that will affect PIPEs, reverse mergers, & SPACs

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Faculty

Chaired By

• Daniel L. Burstein, Managing Partner, Millennium Technology Ventures LP, and Managing Partner, Millennium Technology Value Partners LP

Hosted By

• Burt Alimansky, Managing Director, Alimansky Capital Group Inc., and Chairman, The Capital Roundtable

Speakers Include

• John J. Borer III, Senior Managing Director, Rodman & Renshaw LLC
• David B. Boris, Managing Director, Morgan Joseph & Co. Inc.
• Steven L. Dresner, Principal, Dealflow Media Inc.
• David N. Feldman, Managing Partner, Feldman Weinstein LLP
• Marlene R. Krauss, Managing Director, KBL Healthcare Ventures LP
• Alan B. Gelband, President & CEO, Alan Gelband Co. Inc. (SPACs workshop only)
• Pat M. LaVecchia, Managing Director, FTN Midwest Securities Corp.
• Julie J. Levenson, Managing Director, Houlihan Lokey Howard & Zukin Inc.
• Laurence S. Levy, Chairman, Rand Acquisition Corporation
• Mitchell C. Littman, Partner, Littman Krooks LLP (SPACs workshop only)
• Patricia E. Matteson, President & CEO, Networks Direct Inc.
• Michael J. Mufson, Managing Director & CEO, Mufson Howe Hunter & Co. LLC
• Carl Nisser, Consultant, SJ Berwin LLP
• David M. Nussbaum, Chairman, EarlyBirdCapital Inc. (SPACs workshop only)
• Jeffrey O. Nyweide, Chief Financial Officer & COO, Global Options Inc.
• Paul Pittman, Partner, ThinkEquity Partners LLC
• Deborah A Salerno, Managing Director, DAS Consulting LLC (Reverse Mergers Workshop only)
• Herbert B. Soroca, Senior Managing Director, Pali Capital Inc.
• Stuart B. Rekant, President & CEO, Juniper Partners Acquisition Corp.
• Richard P. Swanson, Partner, Arnold & Porter LLP
• Additional speakers to be announced...

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Schedule

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Registration

• The registration fee is $1295 for the MasterClass and $495 for the Workshop -- or $1695 for both.

• At the door, if space is available, the fee is $1395 for the MasterClass and $495 for the Workshop -- or $1795 for both.

   Purchase Audio Package >>

You can pay by credit card (using the links above) or by check -- Mail your check and business card to -- New York Business Roundtable Inc., 12 East 44 Street, Penthouse, New York, NY 10017.

If the program is oversubscribed, we will notify you immediately and not charge your credit card. (If you need to cancel, please do so by November 22, at 5:00 pm, and we will credit you for a future program.)

From time to time, for reasons beyond the Capital Roundtable's control, program schedules and speakers become subject to change. We make every effort to announce substantive changes by email to registrants at least 48 hours in advance.

Have a special question? Please contact Katie Safrey at 212/832-7333 ext. 103 or by email: ksafrey@capitalroundtable.com.

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Location

MasterClass

The Cornell Club
6 East 44 Street (between Fifth & Madison Avenues)
New York City
212/936-0300

Workshops

University Club

One West 54 Street (corner of Fifth Avenue)

New York City

212/247-2100

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Audio Packages

Can't attend but want to hear the program? You can buy the audio recording along with the handouts. Purchase the audio package online now.

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CLE Credits

New York State credits 7.0 credit hours professional practice for the MasterClass and 3.5 for each workshop; for the 60 minute/credit states (ex. CA, PA, TX etc.) 6.0 hours for the MasterClass and 2.75 for the workshop.

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Sponsorship

The Capital Roundtable offers excellent sponsorship opportunities to reach the middle-market M&A community. For more details, visit our Sponsorship Page or contact Katie Safrey at 212/832-7333 ext. 103 or by email: ksafrey@capitalroundtable.com.

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