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5 Feb 2008

Special Situations Mergers & Acquisitions Launch

In response to client needs and evolving capital markets conditions, Duff & Phelps Corporation announced the formation of a Special Situations Mergers & Acquisitions practice.

This group formalizes Duff & Phelps' long-standing expertise advising middle market companies, lenders, and private equity sponsors on transactions occurring in challenging operating and financial environments.

According to Dow Jones, private equity fundraising designated specifically for distressed investments topped $48 billion in 2007, a 300% increase in funds raised over the previous year.

"Hedge funds, sponsors and institutions are amassing large pools of capital for distressed investing, and they are scouring the market for investment opportunities," said Russell Belinsky, Senior Managing Director of Restructuring and co-founder of Chanin Capital Partners, which was acquired by Duff & Phelps in November 2006.

"Meanwhile, the credit crunch is putting a strain on companies and their ability to borrow. As a result, some of these companies will look to sell underperforming operations or assets to raise capital. This puts our Special Situations M&A practice in an ideal position to leverage our relationships and find natural buyers for these assets."

The announcement of a Special Situations M&A practice formalizes an existing service offering of Duff & Phelps. The specific services offered include merger and acquisition advisory services in situations where the target company or its owner is significantly underperforming or experiencing financial distress, including out-of court divestitures and Chapter 11 Section 363 asset sales, and private capital raising for refinancing or recapitalization in times of financial distress.

PIPEs & Opportunities For Hedge Fund Managers

On Febuary 15th, 2008, a reduction in the Rule 144 holding period for restricted shares of public companies will take effect. The holding period, which is being shortened from one year to six months, will result in billions of shares from thousands of companies becoming eligible for public resale on that day.

A new report by Restricted Stock Partners examines 300 transactions and 258 issuers, showing 66% of the issuers highlighted as having greater than three months of their average daily trading volume eligible for sale on Febuary 15th.

The report is based on research on companies that issued unregistered securities in connection with Private Investment in Public Equity (PIPE) deals during the affected period. Hedge funds are the primary investors in the affected shares (many of which are from PIPEs).

37% of affected issuers will have greater than one year of their average daily volume eligible for sale and one-third of affected issuers in the Report will have greater than 25% of their market capitalization eligible for sale on the same day.

“Hundreds of companies may see share amounts equal to 100 or more times their average daily trading volume available for sale on Feb. 15,” according to Barry E. Silbert, founder and CEO of Restricted Stock Partners. “While it is difficult to predict what impact this will have on share prices, investors will certainly want to be familiar with the companies that may be affected.”

The RSTN has already attracted more than 400 members, including global financial institutions, hedge funds, mutual funds and other institutional investors, who collectively manage over $200 billion in assets.