Lazard Middle Market

Mr. Roth has substantial, diversified mergers and acquisitions and corporate finance experience. Prior to joining Goldsmith Agio Helms, Mr. Roth was an associate in the mergers and acquisitions group of Dewey Ballantine LLP, a large, full service New York law firm. He has advised public and private companies in all phases of evaluating, planning and executing M&A and capital markets transactions and has extensive experience drafting and negotiating acquisition agreements, offering memoranda, ancillary agreements and related documents. He also has advised companies in respect of corporate governance matters (including fiduciary duties and Sarbanes-Oxley) and a wide range of federal and state securities law issues. Mr. Roth has experience in the consumer product, direct marketing, health care and pharmaceutical and manufacturing industries.

Mr. Horwitz has more than a decade of experience structuring, negotiating and closing mergers, acquisitions, fairness opinions, private placements and public offerings for domestic and multi-national clients. Prior to joining Goldsmith Agio Helms, Mr. Horwitz was employed as a Vice President at Natexis Bleichroeder (formerly Arnhold and S. Bleichroeder), the New York-based investment banking arm of Groupe Banque Populaire. He has completed transactions in a wide variety of industries including consumer products, healthcare, automotive, building products and niche manufacturing. His prior deal experience has been largely internationally focused, with a particular emphasis on cross-border transactions involving North American and European clients. Mr. Horwitz has executed in excess of 20 transactions in his career, with an aggregate value of approximately $2.0 billion.

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Mr. Tipler has significant experience in mergers, acquisitions, divestitures, finance and other strategic transactions. Prior to joining Goldsmith Agio Helms, Mr. Tipler practiced law with the international law firm of Fredrikson & Byron, P.A. in Minneapolis. Mr. Tipler has advised businesses including Fortune 500 companies on a variety of legal and corporate finance matters, such as the corporate and securities aspects of mergers and acquisitions, strategic transactions, public and private securities offerings, Securities and Exchange Commission reporting and compliance, and a wide array of general corporate finance issues. Having represented companies in a broad range of industries including manufacturing, construction, restaurant, retail, energy, telecom, software, technology and consumer goods, Mr. Tipler has particular expertise advising medical device, medical technology and other health-related companies.

Mr. Torgove joined SSG Capital Advisors, L.P., as a Managing Director in 2006. Mr. Torgove has considerable experience in providing advisory services to distressed companies and companies in bankruptcy as well as providing financing for distressed companies. His previous engagements have included: Wise Foods (Out-of-Court Restructuring), Marcal Paper (Out-of-Court Restructuring), Tony Roma's (Out-of-Court Restructuring), Arthur D. Little (Chapter 11 Sale), Tokheim Gas Pumps (Chapter 11 Sale), Plainwell Paper (Chapter 11 Sale), Recoton Corporation (Creditors Committee Advisory), Jillian's Entertainment Corporation (Chapter 11 Sale), Decora Industries (Chapter 11 Sale), Bruegger's Bagels (Chapter 11 Sale) and American Paper Group (Chapter 11 Sale). Prior to joining SSG Capital Advisors, L.P., Mr. Torgove was a Managing Director at Stairway Capital, a $300 million fund focused on middle market distressed companies, with an emphasis on buying senior debt positions. He was responsible for new business development, transaction due diligence, deal negotiation, deal execution and portfolio management. Prior to Stairway Capital, Mr. Torgove spent eight years at Houlihan Lokey Howard & Zukin, most recently as a Director in the Financial Restructuring Group and as Co-head of the Distressed M&A Practice in New York. As Co-head, he was responsible for initiating and managing transactions, advising on the sale process, the bankruptcy procedure, and assessing and implementing possible restructuring alternatives. Mr. Torgove received a Ph.D. in Economics from The New School for Social Research, a Masters in Economics from Boston College and he graduated Phi Beta Kappa with a BA in Economics from the University of Massachusetts.

Mr. Confino has a career spanning 20 years in the investment banking industry following a successful legal career. He has broad industry experience across the European marketplace built upon extensive corporate relationships and cross-border transactions. Mr. Confino has particular strengths in the industrial products/manufacturing, food and beverage, business, and motor services sectors. Work for international clients, including U.S.-based companies, has included plastic processing, textiles, transport services, industrial racking, contract catering, power generation, fresh produce distribution, and confectionary. Prior to joining Goldsmith Agio Helms, he was head of international banking at Close Brothers Corporate Finance and Hill Samuel (its predecessor organization) for over 15 years, responsible for building and managing the international network of relationships in Europe, Austral-asia, and the Southern Hemisphere. Responsibilities included coordinating the marketing of sale mandates, ensuring quality delivery through the network, and sponsoring buyer interest into the process. Mr. Confino also established and led the Think Tank at Close Brothers, initiated high level marketing to larger European corporates in the FT Europe 500, and established the Strategy Directors' Dining Forum in the City of London. Mr. Confino is a recognized authority in the area of international collaboration through networks and is often asked to present to professional services organizations on this subject. He is involved with early stage companies in the fields of distance learning, 4th party logistics, and vehicle intelligence systems. Mr. Confino manages the Thought Leadership program for Royal London Private Equity. He also sits on the Board of Governors of Haberdashers' Aske's College in London. Mr. Confino holds a master of arts degree in law from the University of Cambridge, England.

Mr. Baker has 13 years of global mergers & acquisitions experience having completed complex transactions of numerous types including divestitures, acquisitions, joint ventures, equity investments and partnership agreements. Mr. Baker's mergers & acquisitions activity spans the globe with successful deals completed in the U.S., Europe, Asia and South America. Mr. Baker has served numerous industries with expertise in healthcare, information technology, food, consumer products and business service industries. Prior to joining Goldsmith Agio Helms, Mr. Baker successfully led the build-out of the GE Healthcare Information Technology business by first developing the strategic plan and then executing 18 acquisitions and 4 divestitures that grew this GE business from $700 million revenue to $2.5 billion in three years. These acquisitions included the $2.2 billion purchase of Instrumentarium Corporation, a Finland-based medical device company, for which Mr. Baker led the 100-person acquisition integration team. Prior to GE, Mr. Baker completed deals for The Pillsbury Company's International division, was director of strategic planning at Sara Lee Corporation and advised corporations, private equity groups and entrepreneurs as a manager of mergers & acquisitions at Deloitte & Touche. Mr. Baker graduated from the University of Chicago Graduate school of Business where he received his MBA with concentrations in Strategy and Finance and received a BA in Economics from the University of Chicago.

Mr. Santoni has more than 13 years experience in mergers and acquisitions and corporate finance. He currently serves as the head of the firm's financial sponsors group. Prior to joining Goldsmith Agio Helms, he practiced law with the international law firm of Skadden, Arps, Slate, Meagher & Flom LLP in Toronto. Skadden & Arps is generally recognized as the world's leading mergers and acquisitions law firm. Mr. Santoni advised Canadian public and private companies on numerous cross-border transactions, including public and private equity and debt financings and mergers and acquisitions. Mr. Santoni previously spent several years with the Cleveland-based law firm of Thompson, Hine and Flory, focusing in the areas of mergers and acquisitions and corporate finance. Mr. Santoni received his juris doctorate cum laude from Case Western Reserve University School of Law in Cleveland, Ohio, and his bachelor of arts cum laude in mathematics from the University of St. Thomas. Mr. Santoni is a member of the Ohio bar.

Mr. O'Brien has arranged M&A transactions for clients engaged in manufacturing, distribution, retail and business services. In addition to advising entrepreneurs on the sale of their businesses, he has assisted corporate clients with the divestiture of non-core subsidiaries, divisions and product lines. In 1995, Mr. O'Brien joined Benakis & Co., a boutique M&A advisor that specializes in business sales ranging in value from $5 million to $40 million. His work for owners of closely held businesses has included outright sales, management and employee buyouts (MBO and ESOP) and cash-out recapitalizations. Mr. O'Brien has also arranged strategic divestitures for such corporate clients as Valspar Corporation, Donaldson Company, AAF-McQuay International and Kahler Hotel Company. Mr. O'Brien acquired Benakis & Co. in 1998. In 2005, the firm became a wholly-owned subsidiary of Goldsmith Agio Helms, a private investment bank with offices in Minneapolis, Los Angeles, New York and London. Goldsmith Agio Helms arranges M&A transactions ranging in value from $40 million to over $1 billion. From 1992 to 1995, Mr. O'Brien worked in institutional fixed income and structured finance at Dain Bosworth, a regional investment bank based in Minneapolis. Previously he was a Partner and Managing Director at Dallas-based Trammell Crow Company where his responsibilities included commercial property acquisition, development, leasing and finance. At various times Mr. O'Brien oversaw Trammell Crow's operations in Minneapolis, Cleveland, Columbus, Cincinnati and Louisville. Mr. O'Brien holds a Bachelor of Science degree in Industrial Engineering from Iowa State University. He and his wife of 21 years live in Minneapolis with their four sons. Mr. O'Brien is currently serving on the Board of Trustees for the Science Museum of Minnesota, one of the state's largest cultural organizations.

Mr. Frost is a managing director of Lazard Middle Market. Mr. Frost joined in 2008 and previously spent nine years in the mergers & acquisitions practice of Piper Jaffray & Co. His transaction experience includes exclusive sale mandates, buy-side advisory services, leveraged buyouts, fairness opinions and restructuring assignments. He has represented companies in a wide range of industries including both public and private companies and has advised including significant experience representing portfolio companies of private equity firms. Prior to his career in investment banking, Mr. Frost spent seven years in public accounting with Deloitte & Touche LLP providing accounting, auditing, financial reporting and mergers and acquisitions support services. In his last role at Deloitte & Touche, he was selected to a two-year position as a manager in Deloitte & Touche's Office of the Chairman, working directly with the Chairman and other senior partners of the firm to implement strategic initiatives. Mr. Frost graduated from the University of Nebraska with a bachelor's degree in accounting and received a Master of Business Administration degree from the Wharton School of Business at the University of Pennsylvania. He is also a licensed Certified Public Accountant.

Mr. Freeland has over 15 years of investment banking experience and has executed over $50 billion of M&A, corporate finance and other advisory assignments for clients in over 15 countries during his career. His clients have included a broad range of leading and emerging growth companies in the communications, financial services, manufacturing, media, natural resources, retail and technology industries. Mr. Freeland currently heads the firm's media and communications investment banking practice. In this role, he is responsible for the firm's relationships and transaction execution activities with clients across a broad range of industry sectors, including television and radio broadcasting, cable, publishing, advertising, fixed-line and wireless communications, telecom equipment and infrastructure, and convergent technology businesses. Prior to joining Goldsmith Agio Helms, Mr. Freeland served as a Managing Director of Dilworth Partners, a private investment and advisory firm focused on the media and communications industries, and also served for over 12 years in the investment banking divisions of Goldman Sachs and Morgan Stanley. While at Goldman Sachs, he was a founding member of that firm's global Communications, Media & Entertainment investment banking group, and served as the head of both its U.S. broadcasting practice and its European cable and broadcasting practice. Mr. Freeland earned his Master of Management degree from the Kellogg School of Management at Northwestern University, where he was an Austin Scholar. He received his Bachelor of Arts degree with distinction in economics from the University of North Carolina, where he was elected to Phi Beta Kappa.

Prior to joining Goldsmith Agio Helms, Mr. Helms was a partner in a major international law firm practicing in the area of mergers and acquisitions, limited partnerships, and tax and corporate law. Previously, he worked in corporate finance with a Fortune 100 company. Mr. Helms is a graduate of the University of Michigan Law School magna cum laude and Order of the Coif and a member of the Minnesota bar. He is also a graduate of Iowa State University with a bachelor of science degree in industrial administration, a certified public accountant, and a member of the Minnesota Society of CPAs.

Mr. Jenko recently retired as senior vice president, general counsel, secretary and director of The Pillsbury Company. He brings more than 30 years of experience to the firm, having handled more than 150 mergers, acquisitions, and divestitures in sizes ranging from $3 million to $3 billion.

Prior to joining Goldsmith Agio Helms, Mr. Patel's experience has included corporate development and treasury experience with Apogee Enterprises Inc., Deloitte Consulting LLC and Supervalu Inc. Additionally, Mr. Patel spent several years focusing on international and domestic project finance transactions. He received his master's degree in international management from Thunderbird The Garvin School of International Management and his bachelor's degree in economics, with high honors, from Carleton University in Ottawa, Canada.

Mr. Moskal has over a decade of experience working with entrepreneurial and large companies on financial and strategic projects, including mergers and acquisitions, debt issuances, financial statement audits, SEC filings, and consulting engagements. Mr. Moskal has played a significant role on a number of successful significant transactions at Goldsmith Agio Helms in a variety of industries. Prior to joining Goldsmith Agio Helms, Mr. Moskal was an investment banking associate with Lehman Brothers where he was focused on merger and acquisition transactions, valuations and fairness opinions. Previously, Mr. Moskal was a senior accountant with Arthur Andersen where he executed financial statement audits and performed due diligence projects for companies in the industrial sector. Mr. Moskal is a certified public accountant and received his masters in business administration from University of Chicago and his undergraduate degree in accounting from the University of Illinois.