*
Includes (i) 17,477,009 shares of common stock of the Issuer issuable pursuant
to the terms of the $7.0 million aggregate principal amount 10.00% Exchangeable
Senior Subordinate Note, dated June 2, 2005, between PSi Technologies, Inc. and
Merrill Lynch Global Emerging Markets Partners, LLC and the Note (as defined
below) within 60 days of the date of this filing, representing 56.8% of the
currently outstanding common stock of the Issuer and assuming the issuance of
such 17,477,009 shares of common stock and (ii) 1,955,741 shares of common stock
of the Issuer owned by Greathill Pte. Ltd and for which Greathill Pte. Ltd has
granted Merrill Lynch Global Emerging Markets Partners, LLC a proxy with respect
to certain matters and under certain circumstances as more fully described
herein.
This
Amendment No. 9 to Schedule 13D (this “Ninth Amendment”) amends and
supplements the Schedule 13D (the “Schedule 13D”), Amendment
No. 1 to the Schedule 13D (the “First Amendment”), Amendment
No. 2 to the Schedule 13D (the “Second Amendment”), Amendment No. 3 to
the Schedule 13D (the “Third Amendment”), Amendment No. 4 to the
Schedule 13D (the “Fourth Amendment”), Amendment No. 5 to the
Schedule 13D (the “Fifth Amendment”), Amendment No. 6 to the Schedule 13D
(the “Sixth Amendment”), Amendment No. 7 to the Schedule 13D (the “Seventh
Amendment”) and Amendment No. 8 to the Schedule 13D (the “Eighth Amendment”)
filed by the parties with the Securities and Exchange Commission (the
“Commission”) on June 7, 2001, June 16, 2003, July 11, 2003,
June 3, 2005, January 5, 2007, July 3, 2007, January 4, 2008, May
30, 2008 and August 5, 2008, respectively. Except as specifically amended below,
all other provisions of the Schedule 13D, the First Amendment, the Second
Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the
Sixth Amendment, the Seventh Amendment and the Eighth Amendment remain in
effect.
|
Item 2.
|
Identity
and Background.
|
The
following paragraphs amend and supplement Item 2:
This
Ninth Amendment is being filed jointly by the parties to the Schedule 13D,
the First Amendment, the Second Amendment, the Third Amendment, the Fourth
Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment and
the Eighth Amendment.
Appendix
B is amended to include the following information with respect to the executive
officers and directors of the parties jointly filing the
Schedule 13D:
|
(b)
|
business
address (or residence where
indicated);
|
|
(c)
|
present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted; and
|
Except as
described below, during the last five years, none of the Reporting Persons, nor,
to the knowledge of each of the Reporting Persons, any of the persons listed on
Appendix A or Appendix B hereto (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or
(ii) has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree, or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities laws
or finding any violation with respect to such laws.
In July
2007, the CFTC found that on certain occasions from 2001 to 2005 Merrill Lynch
Alternative Investments (“MLAI”) violated CFTC Regulation 4.22(c) by failing to
timely file commodity pool annual reports with the National Futures Association
and to timely distribute such reports to pool participants. Without admitting or
denying the allegations, MLAI agreed to a cease-and-desist order and paid a fine
in the amount of $500,000.
As part
of a settlement relating to managing auctions for auction rate securities
(“ARS”), the Commission accepted the offers of settlement of 15 broker-dealer
firms, including Merrill Lynch, Pierce, Fenner & Smith Incorporated
(“MLPF&S”), and issued a settlement order on May 31, 2006. The Commission
found, and MLPF&S neither admitted nor denied, that respondents (including
MLPF&S) violated section 17(a)(2) of the Securities Act of 1933 by managing
auctions for ARS in ways that were not adequately disclosed or that did not
conform to disclosed procedures. MLPF&S consented to a cease and desist
order, a censure, a civil money penalty, and compliance with certain
undertakings.
On August
21, 2008, Merrill Lynch & Co., Inc. reached an agreement in principle with
the New York attorney general, state securities regulators, and the staff of the
U.S. Securities and Exchange Commission relating to ARS. Without
admitting or denying wrongdoing, Merrill Lynch & Co., Inc. agreed to
accelerate a previously announced offer to purchase ARS from retail clients, use
best efforts to provide liquidity solutions for institutional holders of ARS,
pay a civil money penalty, and compensate other eligible clients who purchased
ARS and sold them at a loss.
On March
13, 2006, MLPF&S entered into a settlement with the Commission whereby the
Commission alleged, and MLPF&S neither admitted nor denied, that MLPF&S
failed to furnish promptly to representatives of the Commission electronic mail
communications (“e-mails”) as required under Section 17(a) of the Exchange Act
and Rule 17a-4(j) thereunder. The Commission also alleged, and MLPF&S
neither admitted nor denied, that MLPF&S failed to retain certain e-mails
related to its business as such in violation of Section 17(a) of the Exchange
Act and Rule 17a-4(b)(4) thereunder. Pursuant to the terms of the settlement,
MLPF&S consented to a cease and desist order, a censure, a civil money
penalty of $2,500,000,
and
compliance with certain undertakings relating to the retention of e-mails and
the prompt production of e-mails to the Commission.
In March
2005, Merrill Lynch & Co., Inc. and certain of its affiliates (Merrill Lynch
& Co., Inc. and its affiliates collectively, “Merrill Lynch”) reached
agreements with the State of New Jersey and the New York Stock Exchange (the
“NYSE”) and reached an agreement in principle with the State of Connecticut
pursuant to which Merrill Lynch, without admitting or denying the allegations,
consented to a settlement that included findings that it failed to maintain
certain books and records and to reasonably supervise a team of former financial
analysts (“FAs”) who facilitated improper market timing by a hedge fund client.
Merrill Lynch terminated the FAs in October 2003, brought the matter to the
attention of regulators, and cooperated fully in the regulators’ review. The
settlement will result in aggregate payments of $13.5 million.
In March
2005, Merrill Lynch reached an agreement in principle with the NYSE pursuant to
which Merrill Lynch, without admitting or denying the allegations, later
consented to a settlement that included findings with regard to certain matters
relating to the failure to deliver prospectuses for certain auction rate
preferred shares and open-end mutual funds; the failure to deliver product
descriptions with regard to certain exchange-traded funds; the failure to ensure
that proper registration qualifications were obtained for certain personnel;
issues with regard to the retention, retrieval and review of e-mails; isolated
lapses in branch office supervision; late reporting of certain events such as
customer complaints and arbitrations; the failure to report certain complaints
in quarterly reports to the NYSE due to a systems error; and partial
non-compliance with Continuing Education requirements. The settlement resulted
in a payment of $10 million to the NYSE.
On
November 3, 2004, a jury in Houston, Texas convicted four former Merrill Lynch
employees of criminal misconduct in connection with a Nigerian barge transaction
that the government alleged helped Enron inflate its 1999 earnings by $12
million. The jury also found that the transaction led to investor losses of
$13.7 million. Those convictions were reversed by a federal appellate court on
August 1, 2006, except for one conviction against one employee based on perjury
and obstruction of justice. The government has appealed the reversals. In 2003,
Merrill Lynch agreed to pay $80 million to settle Commission charges that it
aided and abetted Enron's fraud by engaging in two improper year-end
transactions in 1999, including the Nigerian barge transaction. The $80 million
paid in connection with the settlement with the Commission will be made
available to settle investor claims. In September 2003, the United States
Department of Justice agreed not to prosecute Merrill Lynch for crimes that may
have been committed by its former employees related to certain transactions with
Enron, subject to certain understandings, including Merrill Lynch’s continued
cooperation with the Department, its acceptance of responsibility for conduct of
its former employees, and its agreement to adopt and implement new policies and
procedures related to the integrity of client and counter-party financial
statements, complex structured finance transactions and year-end
transactions.
On or
about June 27, 2003, the Attorney General for the State of West Virginia brought
an action against the defendants that participated in the April 28, 2003,
settlement described below. The action, filed in the West Virginia
State Court, alleged that the defendants’ research practices violated the West
Virginia Consumer Credit and Protection Act. On
September
16, 2005, the Circuit Court of Marshall County, West Virginia, dismissed the
case, following an earlier decision by the West Virginia Supreme Court holding
that the West Virginia Attorney General lacked authority to bring the
claims. On April 28, 2003, the Commission, NYSE, National Association
of Securities Dealers, and state securities regulators announced that the
settlements-in-principle that the regulators had disclosed on December 20, 2002,
had been reduced to final settlements with regard to ten securities firms,
including Merrill Lynch. On October 31, 2003, the United States
District Court for the Southern District of New York entered final judgments in
connection with the April 28, 2003 research settlements. The final
settlements pertaining to Merrill Lynch, which involved both monetary and
non-monetary relief, brought to a conclusion the regulatory actions against
Merrill Lynch related to its research practices. Merrill Lynch
entered into these settlements without admitting or denying the allegations and
findings by the regulators, and the settlements did not establish wrongdoing or
liability for purposes of any other proceedings.
For
further information, reference is made to the Form ADV of Merrill Lynch on file
with, and publicly available on the website of, the Commission.
|
Item
4.
|
Purpose
of Transaction
|
The
following paragraphs amend and supplement Item 4:
On
July 3, 2003, PSi Technologies, Inc. (“PSi Technologies”) issued to Merrill
Lynch Global Emerging Markets Partners, LLC (“MLGEMP LLC”) a $4.0 million
aggregate principal amount 10% Senior Subordinated Note (the
“Note”). On August 15, 2008, MLGEMP LLC and PSi Technologies entered
into the Third Amendment to Exchangeable Senior Subordinate Note (the “Third
Amended Note”) pursuant to which the maturity date of the Note was changed from
August 15, 2008 to June 1, 2009, among other things.
On August
15, 2008, MLGEMP LLC, PSi Technologies Holdings, Inc. (the “Issuer”) and PSi
Technologies entered into an Amended and Restated Exchange Agreement (the
“Amended Exchange Agreement”) which amended and restated the Exchange Agreement,
dated July 3, 2003, among MLGEMP LLC, the Issuer and PSi
Technologies. Under the Amended Exchange Agreement, the Issuer
granted MLGEMP LLC an irrevocable right to exchange all or part of the Note for
shares of common stock of the Issuer (the “Exchange Right”) at a per share price
of $0.2682 (the “Note Exercise Price”). MLGEMP LLC may also, in its
sole discretion, elect to replace all of its Exchange Rights with the right (the
“Mandatory Issuance Right”) to assign a portion or all of the Notes to the
Issuer and subscribe for shares of common stock (the “Mandatory Issuance”) at a
price per share equal to the then par value of one share of common stock of the
Issuer. If MLGEMP LLC exercises its Mandatory Issuance Rights, the
number of shares of common stock of the Issuer to be issued to MLGEMP LLC shall
be determined by dividing the aggregate principal amount of the Note then
outstanding by the Note Exercise Price then in effect. The Note
Exercise Price is also subject to anti-dilution adjustments as stated in the
Amended Exchange Agreement, which take effect if the Issuer issues or sells
common stock or Common Stock Equivalent (as defined in the Amended Exchange
Agreement) without consideration or at a price per share less then their current
market price while an Exchange Right or Mandatory Issuance Right is
outstanding. Under the Amended Exchange Agreement, the Issuer will,
at all times, reserve and keep available out of its authorized but unissued
shares of
common
stock for the purpose of issuance upon exchange of the Notes or pursuant to a
Mandatory Issuance, the lesser of (a) such number of shares of common stock as
are issuable upon the exchange of all the then outstanding Notes and pursuant to
a Mandatory Issuance and (b) all of its then authorized but unissued shares of
common stock. Because the Issuer does not currently have a sufficient
amount of authorized but unissued shares of common stock to exchange the Notes,
the Amended Exchange Agreement and the Exchange Agreement, dated as of June 2,
2005, among the Issuer, PSi Technologies and MLGEMP LLC (the “2005 Exchange
Agreement”), the Issuer has agreed that at any time and from time to time,
MLGEMP LLC may request that Issuer use its reasonable best efforts to increase
the number of its authorized but unissued shares of common stock to a number of
shares of common stock that is not greater than the number of shares of common
stock that would be issuable (A) upon the exchange of all then outstanding Notes
or pursuant to a Mandatory Issuance, in each case pursuant to the Amended
Exchange Agreement, and (B) pursuant to the 2005 Exchange
Agreement. Following receipt of such request, the Issuer will use its
reasonable best efforts to take all action necessary to increase its authorized
but unissued shares of common stock accordingly as promptly as practicable
thereafter and shall keep MLGEMP LLC reasonably informed with respect
thereto.
On August
15, 2008, Merrill Lynch Global Emerging Markets Partners, L.P., (“MLGEMP LP”),
MLGEMP LLC and Greathill Pte. Ltd (“GPL”), a wholly owned subsidiary of Primasia
and Bridge No.1 Greater China Secondary Fund, L.P., and managed by Primasia
Private Equity Management Limited, entered into a Consent and Agreement (the
“Consent and Agreement”), pursuant to which GPL waived its consent rights under
that certain Shareholders Agreement, among MLGEMP LP, GPL and other
shareholders, dated May 29, 2001 (the “Shareholders Agreement”), with
respect to the transactions contemplated by the Amended Exchange
Agreement. GPL beneficially own 1,955,741 shares of the Issuer (“GPL
Shares”), pursuant to which GPL, with respect to the GPL Shares, grants to
MLGEMP LLC an irrevocable proxy to vote the GPL Shares with respect to certain
matters at any meeting of the shareholders of the Issuer.
On August
15, 2008, the Issuer, PSi Technologies and MLGEMP LLC, entered into a Waiver
Agreement (the “Waiver Agreement”), pursuant to which MLGEMP LLC waives an event
of default (“Event of Default”) that may arise as of the date thereof as a
result of the Issuers’ failure to comply with Sections 4(a)(ii), Section
4(a)(iii) and Section 6(a) of the 2005 Exchange Agreement, upon entering into or
performance of the Amended Exchange Agreement, but only to the extent such Event
of Default relates to a deficiency in the number of shares of authorized but
unissued common stock of the Issuer.
Except as
set forth above, as of the date hereof, none of the reporting persons, or to the
knowledge or belief of the reporting persons, any of the individuals listed in
Appendix B, has any present plan or intention which relates to or would result
in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule
13D.
MLGEMP
LLC from time to time intends to review its investment in the Issuer on the
basis of various factors, including the Issuer's business, financial condition,
results of operations and prospects, general economic and industry conditions,
the securities markets in general and those for the Issuer's securities in
particular, as well as other developments and other investment
opportunities. Based upon such review, and subject to the
restrictions set forth in agreements it has entered into with PSi Technologies
and the Issuer, MLGEMP LLC will take
such
actions in the future as MLGEMP LLC may deem appropriate in light of the
circumstances existing from time to time.
The
descriptions of the Third Amended Note, the Amended Exchange Agreement, the
Consent and Agreement and the Waiver Agreement contained in this Ninth Amendment
do not purport to be complete and are qualified by the complete text of the
agreements filed as Exhibits to this Ninth Amendment.
|
Item 5.
|
Interest
in Securities of the Issuer.
|
The
following paragraphs amend and supplement Item 5:
PSi
Technologies issued the Note to MLGEMP LLC on July 3,
2003. Pursuant to the terms of the Note, the Issuer may elect to pay
any of the accrued interest by adding it to the principal amount of the Note, as
the Issuer has done on each June 30 and December 31 since June 30,
2005. On August 15, 2008, MLGEMP LLC and PSi Technologies entered
into the Third Amendment to Exchangeable Senior Subordinated Note pursuant to
which the maturity date of the Note was changed from August 15, 2008 to June 1,
2009. As of June 30, 2008, the interest accrued since December 31,
2007 was added to the principal amount of the Note and, on June 1, 2009, the
maturity date of the Note, the interest accrued since June 30, 2008 will be
added to the principal amount of the Note. At such time, the
aggregate principal amount of the Note and the interest accrued thereon will be
approximately $6,111,772. As of June 1, 2009, the Note will be
exchangeable for approximately 21,827,757 shares of common stock of the
Issuer.
MLGEMP LLC and GPL entered into the Consent and Agreement pursuant to
which GPL waived its consent rights under the Shareholders Agreement, with
respect to the transactions contemplated by the Amended Exchange Agreement and
GPL granted to MLGEMP LLC an irrevocable proxy to vote the GPL Shares with
respect to certain matters at any meeting of the shareholders of the
Issuer. As a result of such agreement, MLGEMP LLC and the other parties to
the Schedule 13D, as amended, may be deemed to be members of a group and
therefore, deemed to share the power to vote the GPL Shares. MLGEMP LLC
and each other person filing this Schedule 13D, as amended, disclaim beneficial
ownership of the GPL shares.
|
Item 7.
|
Materials
to be Filed as Exhibits
|
|
Exhibit
|
Description
|
|
|
|
|
99.1
|
Third
Amendment to Exchangeable Senior Subordinated Note, dated August 15, 2008,
by and among Merrill Lynch Global Emerging Markets Partners, LLC and PSi
Technologies, Inc.
|
|
|
|
|
99.2
|
Amended
and Restated Exchange Agreement, dated August 15, 2008, by and among PSi
Technologies Holdings, Inc., PSi Technologies, Inc. and Merrill Lynch
Global Emerging Markets Partners, LLC.
|
|
|
|
|
99.3
|
Consent
and Agreement, dated August 15, 2008, by and among Merrill Lynch Global
Emerging Markets Partners, L.P., Merrill Lynch Global Emerging Markets
Partners, LLC and Greathill Pte. Ltd.
|
|
|
|
|
99.4
|
Waiver
Agreement, dated August 15, 2008, by and among PSi Technologies, Inc., PSi
Technologies Holdings, Inc. and Merrill Lynch Global Emerging Markets
Partners, LLC.
|
|
|
|
|
99.5
|
Joint
Filing Agreement dated as of August 26, 2008, among Merrill Lynch Global
Emerging Markets Partners, LLC; Merrill
|
|
|
Lynch Global Emerging Markets Partners II, LLC; Merrill Lynch
Global Emerging Markets Partners, L.P.; Merrill Lynch & Co., Inc.;
Merrill Lynch Group, Inc.; ML IBK Positions, Inc.; Merrill Lynch Global
Private Equity, Inc. and Merrill Lynch Global Capital,
L.L.C.
|
|
|
|
|
99.6
|
Power
of Attorney by and on behalf of Merrill Lynch Group,
Inc.
|
|
|
|
SIGNATURE
After
reasonable inquiry and to the best of our knowledge and belief, we certify that
the information set forth in this Amendment is true, complete and
correct.
Date: August
26, 2008
|
MERRILL
LYNCH GLOBAL EMERGING
|
MERRILL
LYNCH & CO., INC.
|
|
MARKETS
PARTNERS, LLC
|
|
|
|
By:
/s/ Jonathan N.
Santelli
|
|
By: Merrill
Lynch Global Emerging
|
Name: Jonathan
N. Santelli
|
|
Partners,
L.P.,
|
Title: Assistant
Secretary
|
|
as
its Managing Member
|
|
|
|
MERRILL
LYNCH GROUP, INC.
|
|
By: Merrill
Lynch Global Capital L.L.C.,
|
|
|
as
its General Partner
|
By:
/s/ Jonathan N.
Santelli
|
|
|
Name: Jonathan
N. Santelli
|
|
By:
Merrill Lynch Global Private Equity,
|
Title: Authorized
Person*
|
|
Inc.,
|
|
|
as
its Managing Member
|
ML
IBK POSITIONS, INC.
|
|
|
|
|
By:
/s/ Douglas P.
Madden
|
By:
/s/ Douglas P.
Madden
|
|
Name: Douglas
P. Madden
|
Name: Douglas
P. Madden
|
|
Title: Assistant
Secretary
|
Title: Assistant
Secretary
|
|
|
|
|
MERRILL
LYNCH GLOBAL EMERGING
|
MERRILL
LYNCH GLOBAL PRIVATE
|
|
MARKETS
PARTNERS II, LLC
|
EQUITY,
INC.
|
|
|
|
|
By: Merrill
Lynch Global Emerging
|
By:
/s/ Douglas P.
Madden
|
|
Partners,
L.P.,
|
Name: Douglas
P. Madden
|
|
as
its Managing Member
|
Title: Assistant
Secretary
|
|
|
|
|
By: Merrill
Lynch Global Capital L.L.C.,
|
MERRILL
LYNCH GLOBAL CAPITAL,
|
|
as
its General Partner
|
L.L.C.
|
|
|
|
|
By: Merrill
Lynch Global Private Equity,
|
By: Merrill
Lynch Global Private Equity,
|
|
Inc.,
|
Inc.
|
|
as
its Managing Member
|
Its
Managing Member
|
|
|
|
|
By:
/s/ Douglas P.
Madden
|
By:
/s/ Douglas P.
Madden
|
|
Name: Douglas
P. Madden
|
Name: Douglas
P. Madden
|
|
Title: Assistant
Secretary
|
Title: Assistant
Secretary
|
|
MERRILL
LYNCH GLOBAL EMERGING
|
|
MARKETS
PARTNERS,
|
|
L.P.
|
|
|
|
By: Merrill
Lynch Global Capital, L.L.C.
|
|
Its
General Partner
|
|
|
|
By: Merrill
Lynch Global Private Equity,
|
|
Inc.
|
|
Its
Managing Member
|
|
|
|
By:
/s/ Douglas P.
Madden
|
|
Name: Douglas
P. Madden
|
|
Title: Assistant
Secretary
|
* See the
Power of Attorney attached hereto as Exhibit 99.6.
APPENDIX
A
CORPORATIONS,
LIMITED PARTNERSHIP
AND
LIMITED LIABILITY COMPANIES
The names
and principal businesses of the reporting persons are set forth
below. Unless otherwise noted, the reporting persons have as the
address of their principal business and office 4 World Financial Center, North
Tower, New York, NY 10080.
|
NAME
|
PRINCIPAL
BUSINESS
|
|
|
|
|
Merrill
Lynch Global Emerging Markets Partners, L.P.
|
Investment
partnership.
|
|
|
|
|
Merrill
Lynch Global Capital, L.L.C.
|
Acts
as general partner for an investment partnership.
|
|
|
|
|
Merrill
Lynch Global Private Equity, Inc.
|
Acts
as a manager of the affairs of the general partner in investment
partnerships.
|
|
|
|
|
ML
IBK Positions, Inc.
|
Holds
proprietary investments for Merrill Lynch & Co.,
Inc.
|
|
|
|
|
Merrill
Lynch Group, Inc.
|
Holding
company.
|
|
|
|
|
Merrill
Lynch & Co., Inc.
|
A
holding company that, through its subsidiaries and affiliates, provides
investment, financing, insurance and related services on a global
basis.
|
|
|
|
|
Merrill
Lynch Global Emerging Markets Partners, LLC
|
Investment
Entity
|
|
|
|
|
Merrill
Lynch Global Emerging Markets Partners II, LLC
|
Investment
Entity
|
|
|
|
APPENDIX
B
EXECUTIVE
OFFICERS AND DIRECTORS
The names
and principal occupations of each of the executive officers and directors of
Merrill Lynch Global Private Equity, Inc., ML IBK Positions, Inc., Merrill Lynch
Group, Inc. and Merrill Lynch & Co., Inc. are set forth
below. Unless otherwise noted, all of these persons are United States
citizens, and have as their business address 4 World Financial Center, New
York, NY 10080.
MERRILL
LYNCH GLOBAL EMERGING MARKETS PARTNERS, LLC
Merrill
Lynch Global Emerging Markets Partners, L.P. is the managing member of Merrill
Lynch Global Emerging Markets Partners, LLC. See Appendix A and the
information set forth below with respect to Merrill Lynch Global Emerging
Markets Partners, L.P.
MERRILL
LYNCH GLOBAL EMERGING MARKETS PARTNERS II, LLC
Merrill
Lynch Global Emerging Markets Partners, L.P. is the managing member of Merrill
Lynch Global Emerging Markets Partners II, LLC. See Appendix A and
the information set forth below with respect to Merrill Lynch Global Emerging
Markets Partners, L.P.
MERRILL
LYNCH GLOBAL EMERGING MARKETS PARTNERS, L.P.
Merrill
Lynch Global Capital, L.L.C. is the general partner of Merrill Lynch Global
Emerging Markets Partners, L.P. See Appendix A and the information
set forth below with respect to Merrill Lynch Global Capital,
L.L.C.
MERRILL
LYNCH GLOBAL CAPITAL, L.L.C.
Merrill
Lynch Global Private Equity, Inc. is the managing member of Merrill Lynch Global
Capital, L.L.C. See Appendix A and the information set forth below
with respect to Merrill Lynch Global Private Equity, Inc.
MERRILL
LYNCH GLOBAL PRIVATE EQUITY, INC.
|
EXECUTIVE
OFFICERS AND DIRECTORS
|
PRESENT
PRINCIPAL OCCUPATION
|
|
|
|
|
Nathan
C. Thorne
Director,
President
|
President,
Global Private Equity
|
|
|
|
|
George
A. Bitar
Director,
Managing Director
|
Managing
Director, Global Private Equity
|
|
|
|
|
Guido
Padovano
Director,
Managing Director Citizenship: Italy
|
Managing
Director, Global Private Equity
|
|
|
|
|
Mandakini
Puri
Director,
Managing Director
|
Senior
Vice President, Global Private Equity
|
|
|
|
|
Brian
A. Renaud
Director,
Managing Director
|
Managing
Director, Global Private Equity
|
ML IBK
POSITIONS, INC.
|
EXECUTIVE
OFFICERS AND DIRECTORS
|
PRESENT
PRINCIPAL OCCUPATION
|
|
|
|
|
Gary
M. Carlin
President
|
Managing
Director, Corporate Finance
|
|
|
|
|
Nathan
C. Thorne
Director,
Vice President
|
President,
Global Private Equity
|
|
|
|
|
George
A. Bitar
Director,
Vice President
|
Managing
Director, Global Private Equity
|
|
|
|
|
John
D. Fallon
Director
|
Director,
Global Asset Backed Finance
|
|
|
|
|
Martin
J. McInerney
Director,
Vice President
|
Director,
Global Principal Investments
|
|
|
|
|
Mandakini
Puri
Director,
Vice President
|
Senior
Vice President, Global Private Equity
|
|
|
|
|
Steven
M. Glassman
Director,
Vice President
|
Managing
Director, Global High Yield and Real Estate
Finance
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MERRILL
LYNCH GROUP, INC.
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EXECUTIVE
OFFICERS AND DIRECTORS
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PRESENT
PRINCIPAL OCCUPATION
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Richard
B. Alsop
Director
and Vice President
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Senior
Vice President, Corporate Law
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Marlene
B. Debel
Director
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Managing
Director, Global Treasury
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D.
Kevin Dolan
Director,
Chairman of the Board
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Senior
Vice President, Corporate Tax
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Gary
M. Carlin
Director,
President
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Managing
Director, Global Finance
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MERRILL
LYNCH & CO., INC.
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EXECUTIVE
OFFICERS AND DIRECTORS
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PRESENT
PRINCIPAL OCCUPATION
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Rosemary
T. Berkery
Executive
Officer
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Executive
Vice President; Vice Chairman; General Counsel
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Carol
T. Christ
Director
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President,
Smith College
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Armando
M. Codina
Director
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President
and Chief Executive Officer of Flagler Development Group
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Virgis
W. Colbert
Director
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Corporate
Director
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Alberto
Cribiore
Director
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Managing
Principal, Brera Capital Partners
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Nelson
Chai
Executive
Officer
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Executive
Vice President, Chief Financial Officer
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John
D. Finnegan
Director
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Chairman
of the Board, President and Chief Executive Officer of The Chubb
Corporation
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Gregory
J. Fleming
Executive
Officer
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President;
Chief Operating Officer
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Judith
Mayhew Jonas
Director
Citizenship:
United Kingdom
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Corporate
Director
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Robert
J. McCann
Executive
Officer
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Executive
Vice President; President, Vice Chairman, Global Wealth
Management
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Thomas
Montag
Executive Officer
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Executive
Vice President, Head of Global Sales and Trading
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Aulana
L. Peters
Director
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Corporate
Director
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Joseph
W. Prueher
Director
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Corporate
Director, Consulting Professor to the Stanford-Harvard Preventive Defense
Project
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Ann
N. Reese
Director
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Co-Founder
and Co-Executive Director of the Center for Adoption Policy
c/o
Corporate Secretary’s Office
222
Broadway, 17th Floor
New
York, NY 10038
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Charles
O. Rossotti
Director
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Senior
Advisor to The Carlyle Group
c/o
Corporate Secretary’s Office
222
Broadway, 17th Fl.
New
York, NY 10038
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Thomas
Sanzone
Executive Officer
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Executive
Vice President, Chief Administrative Officer
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John
A. Thain
Director and
Executive Officer
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Chairman
of the Board and Chief Executive Officer
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