EX-99.C.12 11 d171713dex99c12.htm EXHIBIT (C)(12) Exhibit (c)(12)

Exhibit (c)(12)

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HL.com Project Apple Discussion Materials February 23, 2016 Confidential PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW


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Project Apple Disclaimer 1 These materials are preliminary and subject to revision, further due diligence and updated perspectives on the proposed transaction, ARROW, AMY and other potential transaction parties, including with respect to ARROW management?s financial forecasts and estimates reflected or utilized herein, which forecasts and estimates have not yet been finalized and are subject to further review and discussion. Accordingly, information included in these materials may require substantial revision to reflect further diligence, input of the Special Committee regarding such financial forecasts and estimates (assumptions, sensitivities or otherwise), changes in market conditions and other factors as ARROW management, the Special Committee and/or Houlihan Lokey may deem appropriate. In addition, certain illustrative scenarios or implied data reflected herein are for informational or indicative purposes only. Houlihan Lokey expresses no view or opinion as to the likelihood of achieving any future results indicated by these illustrative scenarios or otherwise. Actual future results are affected by many factors, which may be significantly more or less favorable than the results indicated by such illustrative scenarios or the methodologies utilized herein. PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Overview of Proposed Transaction PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Background AMY (or the Target) is a residential mortgage REIT externally managed by ARM Manager, an indirect subsidiary of Apollo Global Management AMY invests, on a levered basis, in residential mortgage assets, including agency MBS and nonagency MBS (among other mortgage assets) AMY has total assets of $3.66bn (which are primarily carried at estimated fair value) funded by repurchase agreements as well as $173mm of 8.0% cumulative preferred and $522mm of common equity AMY currently trades at $9.93 per share or approximately 0.61x of 12/31/15 estimated book value and has traded below book value since May 13, 2013 ARROW (or the Acquiror) is a commercial mortgage REIT externally managed by ACREFI Management, an indirect subsidiary of Apollo Global Management ARROW originates, acquires, invests in and manages performing commercial first mortgages, subordinate financings and CMBS (among other debt investments) ARROW has total assets of $2.7bn funded by repurchase agreements and senior debt as well as $286mm of cumulative preferred and $1.1bn of common equity ARROW currently trades at $16.24 per share or approximately 1.00x of 12/31/15 book value Overview of Proposed Transaction 3 AMY ARROW ATLAS ATLAS is an $80bn asset life insurance holding company primarily focused on issuing or reinsuring fixed and indexed annuities ATLAS is affiliated with Apollo Capital Management Source: Public filings, AMY data room / preliminary Form 10-K, SNL Financial, Capital IQ Note: Financial data as of December 31, 2015; market data as of February 19, 2016 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Transaction Overview Overview of Proposed Transaction 4 Description Acquisition by ARROW of 100% of AMYs outstanding common stock for 0.8775x common book value (the Common Merger Consideration), which represents a 44.9% premium to AMYs February 19, 2016 closing stock price of $9.93 per share (1) The Common Merger Consideration will consist of approximately 13.0 million newly issued shares of ARROW common stock valued at $16.21 per share (1.00x December 31, 2015 common book value) (a (0.2)% discount to ARROWs February 19, 2016 closing stock price) with the balance paid in cash ARROW will also assume AMYs outstanding 8.0% Series A Cumulative Redeemable Preferred Stock Upon completion of the transaction, ARROW plans an orderly liquidation / sale of AMYs assets such that the transaction effectively serves as a synthetic capital raise for ARROW on terms that are more attractive than a regular way follow-on capital offering (equity and preferred) The acquisition does not represent a change in strategy to include residential mortgage assets As part of the transaction, ARROW will enter into an agreement with ATLAS pursuant to which ATLAS will initially fund (via loan) and subsequently acquire (for cash) the majority of AMYs non-agency mortgage assets (representing $1.26bn or 34.5% of AMYs total assets) The ATLAS agreement both reduces ARROWs total risk exposure and removes a key financing contingency as part of the transaction Source: Public filings, AMY data room / preliminary Form 10-K, SNL Financial, Capital IQ Note: Financial data as of December 31, 2015; market data as of February 19, 2016 (1) Based on AMY 12/31/15 common book value per share of $16.40 (2) Based on ARROW 13.0mm common shares multiplied by $16.21 per share common book value as of December 31, 2015 (3) 0.8775x AMY 12/31/15 common book value of $522.4mm Sources ($MM) Uses ($MM) ARROW Common Stock (2) $211 Purchase of AMY Common (3) $458 Acquisition Financing 200 Excess Cash 48 Sub Total $458 Sub Total $458 Assumption of Preferred Stock 173 Preferred Stock 173 Total $631 Total $631 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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AMY Selected Transaction Terms Overview of Proposed Transaction 5 Source: Draft, dated February 21, 2016, of Agreement and Plan of Merger Structure Merger of wholly owned subsidiary of ARROW with and into AMY and subsequent merger of AMY with and into ARROW Merger Consideration 87.75% of common book value, as of Pricing Date, for AMY common stock Consideration consisting of 13.0 million newly issued shares of ARROW common stock valued at $16.21 (1.0x book value as of 12/31/15), with balance of consideration, or approximately $247.7mm using AMYs 12/31/15 balance sheet (subject to change as of the Pricing Date), payable in cash Pricing Date As of the Pricing Date, AMY common book value will be determined based on the most recent month-end in accordance with typical quarter-end accounting procedures and subsequently adjusted for intra-month price changes No common dividends may be declared or paid following the Pricing Date except: A special dividend reasonably believed by AMYs board of directors to be necessary to maintain its REIT status (which, if paid, would reduce the cash portion of the Common Merger Consideration on a dollar-for-dollar basis) Risk Mitigation Mutually consider various hedging strategies to limit volatility of market value of selected assets, primarily focused on agency portfolio, from Pricing Date through closing date Repurchase Agreements Mutually agree upon strategy to consolidate MRAs with selected list of counterparties, arrange for payoff of MRAs relating to selected nonagency assets, including arranging for repo termination dates to be coordinated with closing date Go-Shop Provision 35-day go-shop period following signing during which AMY will be permitted to solicit alternative acquisition proposals Certain Required Approvals Majority of AMY common stockholders (excluding Manager and other Apollo-affiliated shareholders) No vote of AMY preferred stockholders required Not subject to vote of ARROW common shareholders Break-up Fees 1.5% of Common Merger Consideration if alternative acquisition proposal is received during go-shop period 2.5% of Common Merger Consideration if alternative acquisition proposal is received after the go-shop period Outside Date Six months after signing, subject to one two-month extension PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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AMY Overview PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW


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0 1,000 2,000 3,000 4,000 5,000 $9.00 $13.00 $17.00 $21.00 $25.00 Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14 Aug-14 Nov-14 Feb-15 May-15 Aug-15 Nov-15 Feb-16 Volume (000s) Closing Stock Price ($) AMY Overview AMY Historical Trading Data Overview AMY Stock Price Source: AMY public filings, SNL Financial, Capital IQ Note: Market data as of February 19, 2016 $9.93 7 Current (02-19-2016) $9.93 Stock Price 3-Year 1-Year 30-Day High (intraday) $22.95 $16.50 $10.95 Mean 15.88 13.96 10.30 Low (intraday) 9.57 9.57 9.57 Avg. Daily Volume 348,602 248,117 329,870 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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10.0% 12.0% 14.0% 16.0% 18.0% 20.0% 0.50x 0.60x 0.70x 0.80x 0.90x 1.00x AMY Overview AMY Historical Trading Data Overview (cont) 8 AMY Dividend Yield (%) (2) AMY Price / Book Value (1) AMY has traded at a discount to book value since May 13, 2013 0.58x 19.3% Source: AMY public filings, SNL Financial, Capital IQ Note: Financial data as of September 30, 2015; market data as of February 19, 2016 (1) Closing price / reported common book value per share (2) Latest dividend per share annualized / last closing price Current Price / Book (02-19-2016) 0.58x Price / Book 3-Year 1-Year High (intraday) 1.07x 0.86x Mean 0.83 0.76 Low (intraday) 0.56 0.56 Current Div. Yield (02-19-2016) 19.3% Dividend Yield 3-Year 1-Year High 19.9% 19.9% Mean 12.5% 13.9% Low 9.2% 11.3% PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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19.3% 13.9% 12.2% 12.0% 16.5% 12.1% 13.3% 15.1% 15.5% 13.9% 15.7% 11.2% 10.9% 20.4% 19.7% 13.2% 22.3% 15.7% 11.7% 0.0% 6.0% 12.0% 18.0% 24.0% 30.0% AMY TWO MFA MTGE MITT NLY AGNC CIM IVR HTS PMT RWT CMO ARR NYMT ANH WMC DX ZFC Price / Book and Dividend Yields Selected Residential Mortgage REITs AMY Overview 9 Price / Book Value (1) Dividend Yield (2) Tier 1 Tier 2 Tier 1 Tier 2 Source: Public filings, SNL Financial, Capital IQ Note: Financial data as of most recent date publicly available; market data as of February 19, 2016 (1) Price per share / most recent reported common book value per share (2) Latest dividend per share annualized / last closing price 0.58x 0.74x 0.88x 0.68x 0.63x 0.83x 0.80x 0.81x 0.59x 0.67x 0.59x 0.68x 0.84x 0.69x 0.71x 0.73x 0.78x 0.79x 0.75x 0.00x 0.20x 0.40x 0.60x 0.80x 1.00x AMY TWO MFA MTGE MITT NLY AGNC CIM IVR HTS PMT RWT CMO ARR NYMT ANH WMC DX ZFC Averages Tier 1 0.73x Tier 1 & 2 0.73x Averages Tier 1 13.7% Tier 1 & 2 14.7% PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Illustrative AMY Retained $ millions Securitized Loans Agency Other Mortgage Corporate Total cash $203.8 $203.8 $203.8 Investments Residential mortgage-backed securities 3,061.6 (1,197.2) 1,864.4 1,864.4 SBO IOs 2.9 2.9 2.9 SBCMBS 64.6 (64.6)— STACR 47.2 47.2 47.2 CAS 51.4 51.4 51.4 Securitized mortgage loans 167.6 167.6 167.6 Seller financing 45.2 45.2 45.2 Total investments $3,440.6 ($1,261.8) $2,178.8 $167.6 $1,864.4 $146.8 $0.0 Other assets 18.6 18.6 18.6 Total assets $3,663.0 ($1,261.8) $2,401.2 $167.6 $1,864.4 $146.8 $222.4 Borrowings under repurchase agreements $2,898.3 ($1,012.2) 1,886.1 $90.3 $1,719.5 $76.4 Other debt 19.0 19.0 19.0 Other liabilities 50.9 50.9 50.9 Total liabilities $2,968.2 ($1,012.2) $1,956.0 $109.2 $1,719.5 $76.4 $50.9 Preferred stock $172.5 $172.5 $172.5 Common equity 522.4 (249.6) 272.7 58.4 144.9 70.4 (1.0) Total equity $694.9 ($249.6) $445.2 $58.4 $144.9 $70.4 $171.5 Total liabilities and equity $3,663.0 ($1,261.8) $2,401.2 $167.6 $1,864.4 $146.8 $222.4 Total equity / total assets 19.0% 19.8% 18.5% 34.8% 7.8% 48.0% 77.1% Debt / common equity 5.6x NM 7.0x 1.9x 11.9x 1.1x NM AMY 12/31/15 (1) Less ATLAS Assets AMY Pro Forma Acquired Assets (1) ? For illustrative purposes, set forth below is AMY?s estimated balance sheet allocated by major asset class as of December 31, 2015 Estimated AMY Allocated Balance Sheet Illustrative AMY Overview Source: AMY data room / preliminary Form 10-K Note: Financial data as of December 31, 2015 Note: ?NM? means Not Meaningful (1) Carrying value of assets, excludes purchase discount 1 2 3 4 5 6 7 10 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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AMY Portfolio Overview PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW


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AMY Asset and Broker Quote Overview AMY Portfolio Overview 12 Source: AMY pricing file as of December 31, 2015 Note: Weighted averages are weighted by market value Note: ?N/A? means not available Type Count Face ($mm) WAvg Issue Date WAvg Coupon (%) Avg Broker Price (%) Broker MV ($mm) % of Total Broker MV Avg Position Size (MV, $mm) Agency Pass-throughs 63 $ 1,709.6 Sep-14 3.6 105.3 $ 1,800.2 51.7% $ 28.6 Agency Derivatives 19 603.5 Nov-13 3.1 10.6 64.1 1.8% 3.4 Agency Derivatives—TBAs 1 100.0 N/A 3.5 103.2 103.2 3.0% 103.2 Agency Sub-Total 83 $ 2,413.1 Aug-14 3.6 81.5 $ 1,967.6 56.5% $ 23.7 Non-Agency RMBS 220 1,395.9 Nov-06 1.7 85.8 1,197.2 34.4% 5.4 SBO IOs 1 27.5 Sep-15 2.3 10.6 2.9 0.1% 2.9 SBCMBS 7 76.3 Jan-07 1.0 84.7 64.6 1.9% 9.2 STACR 6 48.5 May-14 3.8 97.3 47.2 1.4% 7.9 CAS 3 55.3 Dec-14 4.0 93.0 51.4 1.5% 17.1 Non-Agency Securitization 4 180.4 Feb-14 5.6 82.6 148.9 4.3% 37.2 Non-Agency Sub-Total 241 $ 1,783.9 Feb-08 2.2 84.8 $ 1,512.3 43.5% $ 6.3 Total 324 $ 4,197.0 Oct-11 3.0 82.9 $ 3,479.9 100.0% $ 10.7 Type Count Face ($mm) Avg Broker Price (%) Broker MV ($mm) Avg Pricing Service Price (%) Pricing Service MV ($mm) Difference, Pricing Service to Broker Average # of Quotes (by MV) Agency Pass-throughs 63 $ 1,709.6 105.3 $ 1,800.2 105.7 $ 1,807.5 0.40% 2.5 Agency Derivatives 19 603.5 10.6 64.1 10.5 63.7 -0.69% 1.1 Agency Derivatives—TBAs 1 100.0 103.2 103.2 103.4 103.4 0.17% 2.0 Agency Sub-Total 83 $ 2,413.1 81.5 $ 1,967.6 81.8 $ 1,974.6 0.36% 2.4 Non-Agency RMBS 220 1,395.9 85.8 1,197.2 86.0 1,200.9 0.31% 1.4 SBO IOs 1 27.5 10.6 2.9 10.5 2.9 -1.18% 1.0 SBCMBS 7 76.3 84.7 64.6 84.4 64.4 -0.40% 1.0 STACR 6 48.5 97.3 47.2 96.9 47.0 -0.45% 3.1 CAS 3 55.3 93.0 51.4 92.7 51.3 -0.31% 2.8 Non-Agency Securitization 4 180.4 82.6 148.9 83.5 150.5 1.10% 1.0 Non-Agency Sub-Total 241 $ 1,783.9 84.8 $ 1,512.3 85.0 $ 1,517.0 0.31% 1.4 Total 324 $ 4,197.0 82.9 $ 3,479.9 83.2 $ 3,491.6 0.34% 2.0 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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AMY Broker Quote & Pricing Vendor Volumes AMY Portfolio Overview 13 AMY generally receives more quotes on relatively liquid Agency Pass-throughs, STACR, and CAS assets Two largest sources for quotes are Broker-Dealer 1 and Broker-Dealer 2, both of which primarily provide quotes on Agency Pass-throughs Broker-Dealer 1 is a non-bank broker-dealer with specific trading expertise in Agencies Broker-Dealers 2, 3, 4 and 5 are large, money center banks with active fixed income trading desks MV Quoted per Broker, All Types Note: adds to more than total MV since many assets have multiple quotes Number of Quotes by Type (by MV) Source: AMY pricing file as of December 31, 2015 Note: Weighted averages are weighted by market value 0% 20% 40% 60% 80% 100% Agency Passthroughs Agency Derivatives Agency Derivatives— TBAs Non-Agency RMBS SBO IOs SBCMBS STACR CAS Non-Agency Securitization All Types 5 Quotes 4 Quotes 3 Quotes 2 Quotes 1 Quote $ 1,922mm $ 1,869mm $ 843mm $ 496mm $ 494mm $ 1,320mm B-D 1 B-D 2 B-D 3 B-D 4 B-D 5 Other PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Pricing Service vs. Broker Quotes AMY Portfolio Overview 14 ? The chart below shows the difference between the third-party pricing service prices and the average of broker quotes, by asset type, grouped into ranges ? Ranges are negative (e.g., -1.0% to -0.5%, in red) when the pricing service price is lower than the average of broker quotes ? Note that each range is not the same width from maximum to minimum Source: AMY pricing file as of December 31, 2015 Note: Weighted averages are weighted by market value 0% 20% 40% 60% 80% 100% Agency Pass-throughs Non-Agency RMBS All Types >= 3.0% 1.0% to 3.0% 0.5% to 1.0% 0.0% to 0.5% -0.5% to 0.0% -1.0% to -0.5% -3.0% to -1.0% < -3.0% Difference Between Pricing Service and Average Broker Quote by Type (by MV) 80% between +/- 0.5% 47% between +/- 1.0% 65% between +/- 2.0% 77% between +/- 3.0% PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Agency Pass-Through Sell Price vs. Prior Daily Price AMY Portfolio Overview 15 The scatter chart below shows the percentage changes from any Agency Pass-throughs prior day-end approximate price to the price that bonds were sold during that month from May through November 2015 The prior day-end approximate price was determined by: Calculating the percentage change in the price provided by the pricing service from the prior month-end to the price provided by the pricing service for the day prior to the trade, and Applying this percentage change to the prior month-ends final mark Negative numbers represent bonds that sold for less than their prior day-end price, while positive numbers represent bonds that sold for more than their prior day-end price Each bubble represents a trade, with the size of the bubble illustratively representing the trade market value (MV) All of the bubbles on the chart represent approximately $900 million of aggregate trade MV The line shows the average difference for each month, weighted by trade MV; the overall average difference was 0.06% markup Agency Pass-Throughs Prior Day-End Approximate Price to Sell Price Movement (by Trade MV) Source: AMY pricing files as of each month-end from April 30, 2015 through December 31, 2015; pricing service daily pricing emails Note: Some trades not included in month-end PM summary are excluded from these figures; no non-TBA securities were sold in December 2015 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Other Securities Sell Price vs. Prior Daily Price AMY Portfolio Overview 16 The scatter chart below shows the percentage changes from any security other than Agency Pass-throughs prior day-end approximate price to the price that the bonds were sold during that month from May through November 2015 Non-Agency RMBS, Agency Derivatives, STACR, and CAS securities are included; TBAs are excluded The prior day-end approximate price was determined using the methodology on the previous slide Negative numbers represent bonds that sold for less than their prior day-end price, while positive numbers represent bonds that sold for more than their prior day-end price Each bubble represents a trade, with the size of the bubble illustratively representing the trade market value (MV) All of the bubbles on the chart represent approximately $270 million of aggregate trade MV The line shows the average difference for each month, weighted by trade MV; the overall average difference was 0.69% markup Other Securities Prior Day-End Approximate Price to Sell Price Movement (by Trade MV) Source: AMY pricing files as of each month-end from April 30, 2015 through December 31, 2015; pricing service daily pricing emails Note: Some trades not included in month-end PM summary are excluded from these figures; no non-TBA securities were sold in December 2015 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Preliminary AMY Financial Analysis PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW


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Summary Liquidation Bridge High Value Case Liquidation Preliminary AMY Financial Analysis 18 Source: ARROW Management (1) Excludes any termination fee that may be payable upon termination / transfer of management agreement 100.0% (1.3%) 97.2% (4.3%) 93.0% Preliminary Materials (Jan. 21, 2016) (1.5%) (1) 1.3% 1.4% 4.6% 100.0% 97.3% 92.7% 80.0% 82.0% 84.0% 86.0% 88.0% 90.0% 92.0% 94.0% 96.0% 98.0% 100.0% Book Value of Common Equity (12/31/15) Liquidation Costs of Assets and Liabilities, excluding ATLAS assets Discount on ATLAS Assets Est. Liquidation Value before Adjustments / Expenses Transaction-Related Adjustments / Expenses Est. Net Liquidation Value PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Summary Liquidation Bridge Low Value Case Liquidation Preliminary AMY Financial Analysis 19 100.0% (3.2%) (1.5%) 95.3% (5.8%) 89.6% Source: ARROW Management (1) Excludes any termination fee that may be payable upon termination / transfer of management agreement Preliminary Materials (Jan. 21, 2016) 3.3% 1.4% 6.2% 100.0% 95.3% 89.1% 80.0% 82.0% 84.0% 86.0% 88.0% 90.0% 92.0% 94.0% 96.0% 98.0% 100.0% Book Value of Common Equity (12/31/15) Liquidation Costs of Assets and Liabilities, excluding ATLAS assets Discount on ATLAS Assets Est. Liquidation Value before Adjustments / Expenses Transaction-Related Adjustments / Expenses Est. Net Liquidation Value (1) PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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$14.62 $15.20 $14.00 $14.40 $14.80 $15.20 $15.60 $16.00 $16.40 Equity Value Per Share ($) Preliminary AMY Financial Analysis Multiple of Book Value and Implied Equity Value Per Share Preliminary AMY Financial Analysis 20 Estimated Net Liquidation Value (Equity Value Per Share) 0.8775x Reflects AMY financial analysis based on ARROW managements estimated net liquidation value of AMY, pro forma for the transaction, given ARROWs plan to liquidate AMYs assets following closing Estimated Net Liquidation Value (Multiple of Book) $14.39 (2) Price / Book Value Multiple Implied Equity Value Per Share (1) Source: Public filings, AMY data room / preliminary Form 10-K, ARROW Management, SNL Financial, Capital IQ Note: Financial data as of December 31, 2015 (1) Based on AMY common book value per share of $16.40 at December 31, 2015 (subject to change as of the Pricing Date) (2) 0.8775x multiplied by $16.40 0.8915x 0.9267x 0.8500x 0.8750x 0.9000x 0.9250x 0.9500x 0.9750x 1.0000x Multiple of Book (x) PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Preliminary ARROW Financial Analysis PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW


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0 2,000 4,000 6,000 8,000 10,000 $14.00 $16.00 $18.00 $20.00 Feb-13 May-13 Aug-13 Nov-13 Feb-14 May-14 Aug-14 Nov-14 Feb-15 May-15 Aug-15 Nov-15 Feb-16 Volume (000s) Closing Stock Price ($) Historical ARROW Trading Data Overview Preliminary ARROW Financial Analysis 22 ARROW Stock Price Source: ARROW public filings, SNL Financial, Capital IQ Note: Market data as of February 19, 2016 $16.24 Current (02-19-2016) $16.24 Stock Price 3-Year 1-Year 30-Day High (intraday) $18.28 $18.25 $16.44 Mean 16.63 16.84 15.66 Low (intraday) 12.92 12.92 13.80 Avg. Daily Volume 415,054 547,061 718,833 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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9.0% 10.0% 11.0% 12.0% 13.0% 14.0% 0.86x 0.90x 0.94x 0.98x 1.02x 1.06x 1.10x ARROW Historical Trading Data Overview (cont) Preliminary ARROW Financial Analysis 23 ARROW LTM Dividend Yield (%) (2) ARROW LTM Price / Book Value (1) 1.00x 11.3% Source: ARROW public filings, SNL Financial, Capital IQ Note: Financial data as of December 31, 2015; market data as of February 19, 2016 (1) Closing price / reported common book value per share (2) Latest dividend per share annualized / last closing price Current Price / Book (02-19-2016) 1.00x Price / Book 3-Year 1-Year High (intraday) 1.12x 1.12x Mean 1.02 1.03 Low (intraday) 0.79 0.79 Current Div. Yield (02-19-2016) 11.3% Dividend Yield 3-Year 1-Year High 12.2% 12.2% Mean 10.0% 10.5% Low 8.8% 9.6% PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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11.3% 10.9% 10.2% 10.0% 11.2% 13.8% 9.6% 10.4% 0.0% 5.0% 10.0% 15.0% 20.0% ARROW STWD BXMT CLNY LADR CYS ABR ACRE 1.00x 1.00x 0.91x 0.80x 0.76x 0.81x 0.67x 0.67x 0.00x 0.50x 1.00x 1.50x ARROW STWD BXMT CLNY LADR CYS ABR ACRE Price / Book and Dividend Yields Selected Commercial Mortgage REITs Preliminary ARROW Financial Analysis 24 Price / Book Value (1) Tier 1 Tier 2 Tier 1 Tier 2 Dividend Yield (2) Source: Public filings, SNL Financial, Capital IQ Note: Financial data as of most recent date publicly available; market data as of February 19, 2016 (1) Price per share / most recent reported common book value per share (2) Latest dividend per share annualized / last closing price Averages Tier 1 0.96x Tier 1 & 2 0.80x Averages Tier 1 10.6% Tier 1 & 2 10.9% PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Selected Research Analyst Estimates Preliminary ARROW Financial Analysis 25 Selected Research Analyst ARROW Ratings and Price Per Share Targets (1) Source: Thomson One Note: NA means not publicly available (1) Reflects 2016E expected diluted shares outstanding (2) Operating income is either defined as Core Income or Operating Income in research analyst reports and is adjusted for selected non-cash charges 2016E Analyst Date of Report Opening Price on Date of Report View Target Price Per Share Operating Income Per Share (2) Dividends Per Share Common Book Value Per Share Richard Shane J.P. Morgan Securities 2/17/2016 $15.84 Neutral $15.00 $2.00 NA $16.46 Ross L. Smotrich Barclays Research 2/16/2016 15.54 Neutral 17.00 1.99 $1.88 16.44 Steven C. DeLaney JMP Securities 2/12/2016 15.36 Outperform 17.00 2.10 1.84 16.32 Jason Arnold, CFA RBC Capital Markets 2/11/2016 15.62 Outperform 18.00 2.14 1.88 16.62 Low $15.36 $15.00 $1.99 $1.84 $16.32 Mean 15.59 16.75 2.06 1.87 16.46 Median 15.58 17.00 2.05 1.88 16.45 High 15.84 18.00 2.14 1.88 16.62 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Potential Pro Forma Financial Impact PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW


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Illustrative Simultaneous Upon Closing Post-Closing ARROW Acquisition of AMY $ millions Reported 12/31/2015 ATLAS Acquisition Financing Pro Forma ARROW #1 ARROW Acquired Assets & Liabilities Cash & Equity Consideration ATLAS Proposed Purchase of Select Non- Agency Pro Forma ARROW #2 Liquidation of AMY Net Assets Pro Forma ARROW #3 Total cash $97.5 $200.0 $297.5 $203.8 ($247.7) $42.4 $296.1 $201.2 $497.3 AMY Investments Residential mortgage-backed securities 3,061.6 (1,197.2) 1,864.4 (1,864.4)— SBO IOs 2.9—2.9 (2.9)— SBCMBS 64.6 (64.6) —— STACR 47.2—47.2 (47.2)— CAS 51.4—51.4 (51.4)— Securitized mortgage loans 167.6 167.6 (167.6)— Seller financing 45.2—45.2 (45.2)— Existing ARROW Investments Other investment securities 646.3 646.3 646.3 646.3 Loans 1,925.7 1,925.7 1,925.7 1,925.7 Other investments 22.6 22.6 22.6 22.6 Total investments $2,594.6 $0.0 $2,594.6 $3,440.6 $0.0 ($1,261.8) $4,773.4 ($2,178.8) $2,594.6 Purchase accounting adjustment (2) (64.0) 7.3 (56.7) 56.7 0.0 Other assets 27.8 27.8 18.6 46.4 (18.6) 27.8 Total assets $2,719.9 $200.0 $2,919.9 $3,599.0 ($247.7) ($1,212.2) $5,059.1 ($1,939.5) $3,119.7 Borrowings under repurchase agreements $925.8 $925.8 $2,898.3 ($1,012.2) $2,811.9 ($1,886.1) $925.8 Acquisition financing 200.0 200.0 (200.0) — Convertible notes 248.2 248.2 248.2 248.2 Other borrowings 118.2 118.2 19.0 137.2 (19.0) 118.2 Other liabilities 52.4 52.4 50.9 103.2 (50.9) 52.4 Total liabilities $1,344.5 $200.0 $1,544.5 $2,968.2 $0.0 ($1,212.2) $3,300.5 ($1,956.0) $1,344.5 Preferred stock (3) 286.3 286.3 172.5 458.8 458.8 Common equity 1,089.2 1,089.2 210.7 1,299.9 16.5 1,316.4 Total equity $1,375.4 $0.0 $1,375.4 $0.0 $383.2 $0.0 $1,758.6 $16.5 $1,775.1 Total liabilities and equity $2,719.9 $200.0 $2,919.9 $2,968.2 $383.2 ($1,212.2) $5,059.1 ($1,939.5) $3,119.7 Equity / assets 50.6% 47.1% 34.8% 56.9% Shares Outstanding 67.2 67.2 13.0 80.2 80.2 BVPS $16.21 $16.21 $16.21 $16.41 Accretion / (Dilution) 0.0% 1.3% Illustrative Pro Forma Balance Sheet Potential Pro Forma Financial Impact 27 For illustrative purposes, set forth below is ARROWs pro forma balance sheet reflecting the forward purchase agreement with ATLAS, acquisition financing, and acquisition of AMY followed by the post-closing liquidation of the remaining residential assets and redeployment of capital into ARROWs core investment strategies The transaction results in approximately $383 million of additional common and preferred capital raised (1) Source: AMY preliminary Form 10-K, ARROW preliminary Form 10-K Note: Financial data as of December 31, 2015 (1) Assumes AMY acquired at 0.8775x of common book value and net assets liquidated, after transaction expenses, at 0.9091x of common book value (midpoint of ARROW management estimated liquidation values), unless otherwise stated; transaction expenses include liquidation haircuts and other transaction related costs (2) Accounts for differences in fair value from December 31, 2015 and illustrative transaction terms (3) Assumes existing AMY preferred stock is assumed by ARROW 1 2 3 4 5 6 7 8 9 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Illustrative Pro Forma Sensitivities 28 Source: AMY preliminary Form 10-K, ARROW preliminary Form 10-K Note: Financial data as of December 31, 2015, unless otherwise noted; assumes 13.0 million shares of ARROW common stock issued in transaction (1) Assumes ARROW common stock issued at 1.0x book value of $16.21 and ARROW assumes AMY preferred stock at par value (2) Net of transaction expenses and adjustments (3) Based on $383mm total capital raise Illustrative common book value per share accretion / (dilution) estimates based on a range of potential liquidation scenarios The implied cost of the capital raise (preferred and common equity) is also sensitized against certain liquidation variables Negative percentages reflect an expense and positive percentages reflect a gain Part I Part II Potential Pro Forma Financial Impact Illustrative common book value per share accretion / (dilution) (%) 0.8775x 82.50% (2.1%) 85.00% (1.1%) 87.75% 0.0% 89.15% 0.6% 90.91% 1.3% 92.67% 2.0% Illustrative AMY net realized liquidation value (% of book value) (2) Illustrative gain (loss) / capital raised (%) (3) 0.8775x 82.50% (7.2%) 85.00% (3.7%) 87.75% 0.0% 89.15% 1.9% 90.91% 4.3% 92.67% 6.7% Illustrative gain (loss) ($mm) 0.8775x 82.50% ($27.4) 85.00% ($14.4) 87.75% $0.0 89.15% $7.3 90.91% $16.5 92.67% $25.7 Illustrative AMY net realized liquidation value (% of book value) (2) Illustrative AMY net realized liquidation value (% of book value) (2) PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Appendix Reference Materials PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW


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Reference Materials Implied Offer Price Premium 30 Source: SNL Financial, Capital IQ Note: Market data as of February 19, 2016 (1) Based on 0.8775x AMY common book value per share of $16.40 at December 31, 2015 (subject to change as of the Pricing Date) 19-Feb-16 ARROW Close $16.24 High $16.42 Low 16.20 VWAP 16.29 Selected AMY Trading Ranges Volume Weighted Average Price ($ per share) Implied Premium (%) High Intraday Stock Price ($ per share) Implied Premium (%) Low Intraday Stock Price ($ per share) Implied Premium (%) 7-Day $10.01 43.8% 30-Day 10.29 39.9% 90-Day 11.53 24.8% 180-Day 12.43 15.8% 14.26 0.9% 9.57 50.4% Implied Offer Price 14.39 ARROW Stock Price AMY Common Stock Trading Ranges and Respective Implied Offer Premiums (1) PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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0.60x 0.65x 0.70x 0.75x 0.80x 0.85x 0.90x 0.95x 1.00x Trading Ratio AMY / ARROW Historical Relative Trading Ratios Reference Materials 31 AMY / ARROW Trading Ratio since December 31, 2014 0.611x Source: Public filings, SNL Financial, Capital IQ Note: Market data as of February 19, 2016 AMY / ARROW Trading Ratio 2/19/2016 0.61x 2/5/2016 0.67x 1/20/2016 0.68x 1/8/2016 0.72x 12/31/2015 0.69x Average 0.84x High 0.98x Low 0.61x PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Selected Commercial Mortgage REITs ARROW Reference Materials 32 Source: Public filings, SNL financial, CapitalIQ Note: Financial data as of most recent date publicly available; market data as of February 19, 2016 As of February 19, 2016 (Dollars in millions, except per share data) P / Book Ticker Closing Stock Price Market Capitalization % of 52-week high Dividend Yield (%) Total Tang. ARROW $16.24 $1,091.3 89.0% 11.3% 1.00x 1.00x Starwood Property Trust, Inc. STWD $17.63 $4,190.2 71.1% 10.9% 1.00x 1.09x Blackstone Mortgage Trust, Inc. BXMT 24.21 2,274.0 76.1 10.2 0.91 0.91 High 76.1% 10.9% 1.00x 1.09x Mean 73.6 10.6 0.96 1.00 Median 73.6 10.6 0.96 1.00 Low 71.1 10.2 0.91 0.91 Colony Capital, Inc. CLNY $16.00 $1,795.8 59.1% 10.0% 0.80x 1.40x CYS Investments, Inc. CYS 7.54 1,144.3 81.1 13.8 0.81 0.81 Ladder Capital Corp LADR 10.40 1,137.2 54.1 11.2 0.76 0.82 Arbor Realty Trust, Inc. ABR 6.26 319.0 85.2 9.6 0.67 0.67 Ares Commercial Real Estate Corporation ACRE 9.57 273.8 72.6 10.4 0.67 0.67 High 85.2% 13.8% 1.00x 1.40x Mean 71.3 10.9 0.80 0.91 Median 72.6 10.4 0.80 0.82 Low 54.1 9.6 0.67 0.67 PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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$12.00 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 Sep-09 May-10 Jan-11 Sep-11 May-12 Jan-13 Sep-13 May-14 Jan-15 Sep-15 ARROW Historical Capital Raise Activity 33 A B C D E F G I H A B C D E F G H I September 22, 2010 Common Equity 6.9 million shares $15.12/sh (net) June 29, 2011 Common Equity 3.0 million shares $16.06/sh (net) August 1, 2012 Preferred Equity 3.45 million shares $24.13/sh (net) 8.625% fixed October 9, 2012 Common Equity 7.4 million shares $16.77/sh (net) March 11, 2013 Common Equity 8.05 million shares $16.86/sh (net) May 6, 2014 Common Equity 9.7 million shares $16.32/sh (net) March 3, 2015 Common Equity 11.5 million shares $16.79/sh (net) September 21, 2015 Preferred Equity 8.0 million shares $24.71/sh (net) 8% fixed-tofloating September 21, 2015 Common Equity 8.824 million shares $17.00/sh (net) After Fees & Expenses Underwriting Discount (%) 4.75% 1.98% 3.15% 3.50% 3.92% 3.31% 3.44% NA NA Net Price / Book 0.82x 0.97x 0.97x 1.01x 1.03x 1.01x 1.03x 0.99x 1.04x Deal Size ($mm) $105 $49 $83 $124 $149 $159 $193 $198 $150 A B C D E F G H I Source: ARROW Management, for reference purposes only Note: NA means not applicable Reference Materials PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY


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Appendix Disclaimer PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW


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Disclaimer Disclaimer 35 This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the ?materials?), are provided solely for the information of the Special Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Apollo Commercial Real Estate Finance, Inc. (?ARROW? or the ?Company?) by Houlihan Lokey in connection with the Committee?s consideration of a potential transaction (the ?Transaction?) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. Houlihan Lokey expressly disclaims any and all liability which may be based on the materials and any errors therein or omissions therefrom. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in whole or in part, without Houlihan Lokey?s express prior written consent. Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for any purpose without Houlihan Lokey?s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other specialist matters. Houlihan Lokey?s role in reviewing any information is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey?s engagement letter. The materials are not intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or securities of any company. Houlihan Lokey?s only opinion is the opinion, if any, that is actually delivered to the Committee. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no obligation to evaluate the solvency of the Company or any other party under any law. All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including estimates of potential cost savings and expenses) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty (express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances that would make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to Houlihan Lokey that would be material to its analyses , and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such draft documents. The materials are not an offer to sell or a solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Houlihan Lokey?s affiliates and employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in, one or more parties that may be involved in the Transaction and their respective affiliates or any currency or commodity that may be involved in the Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients. Houlihan Lokey?s personnel may make statements or provide advice that is contrary to information contained in the materials. Houlihan Lokey?s or its affiliates? proprietary interests may conflict with the Company?s interests. Houlihan Lokey may have advised, may seek to advise and may in the future advise one or more participants in the Transaction and/or other companies mentioned in the materials. PRELIMINARY—SUBJECT TO FURTHER REVISION AND REVIEW HOULIHAN LOKEY