People. Ideas. Success. Monetizing Your Parking Assets December 10, 2012 Reliance This presentation and any associated materials provided together with the presentation (together, the ”Materials”) have been prepared by Guggenheim Securities, LLC (“Guggenheim Securities”) solely for the client or potential client to whom such Materials are directly addressed and delivered (the “Recipient”) in connection with a specific actual or potential transaction mandate or engagement (the “Transaction”). These Materials may only be used by the Recipient in its evaluation of the specific transaction or transactions referred to herein (the “Transaction”) and may not be used, considered or relied upon for any other purpose or in connection with any other matter, without the prior written approval of Guggenheim Securities. The financial and other information contained in these Materials was obtained by Guggenheim Securities solely from the Recipient or from public sources. Guggenheim Securities has relied upon and assumed the accuracy and completeness of all such information. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Recipient or other potential Transaction party, Guggenheim Securities has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). Guggenheim Securities has not assumed any responsibility or liability for the independent verification of, and has not independently verified, any information, in these Materials including, without limitation, the projections and estimates. 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We assume no obligation to update or otherwise revise these Materials. Guggenheim Securities and its affiliates engage in a wide range of financial services activities for their own accounts and the accounts of customers, including asset and investment management, investment banking, corporate finance, mergers and acquisitions, restructuring, merchant banking, fixed income and equity sales, trading and research, derivatives, foreign exchange and futures. In the ordinary course of these activities, Guggenheim Securities and its affiliates may, directly or indirectly, hold long or short positions, trade and otherwise conduct such activities in or with respect to debt or equity securities and/or bank debt of, and/or derivative products relating to the Recipient and/or other potential parties to the Transaction. 2 Reliance Consistent with applicable legal and regulatory guidelines, Guggenheim Securities has adopted certain policies and procedures to establish and maintain the independence of its research departments and personnel. As a result, Guggenheim Securities’ research analysts may hold views, make statements or investment recommendations and/or publish research reports with respect to the Recipient and/or other potential parties to the Transaction that differ from the views of Guggenheim Securities’ Municipal Finance personnel. Guggenheim Securities and its affiliates do not provide legal, compliance, tax or accounting advice. Any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a partnership or other entity, investment plan or arrangement to any taxpayer, then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter addressed and the recipient should seek advice based on its particular circumstances from an independent tax advisor. These Materials are confidential and except as expressly provided below, these Materials may not be reproduced, disseminated, quoted or referred to, in whole or in part, without our prior written consent. Notwithstanding anything that may appear in these Materials to the contrary, the Recipient shall be permitted to disclose the tax treatment and tax structure of a Transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure, but without disclosure of identifying information or, except to the extent relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the earliest to occur of the date of (i) public announcement of discussions relating to a Transaction, (ii) public announcement of such Transaction or (iii) execution of a definitive agreement (with or without conditions) to enter into such Transaction; provided, however, that if such Transaction is not consummated for any reason, the provisions of this sentence shall cease to apply. These Materials are for discussion purposes only. You should consult with your own legal, accounting, tax and financial advisors to determine whether any transaction described herein is in your best interests and you should make an independent analysis and decision regarding any such transaction based on such advice. These Materials are being provided in anticipation of a transaction in which Guggenheim Securities would be acting as a principal in an arm’s-length transaction, and not as your advisor or fiduciary. By providing these Materials to you and in respect of any discussions or procedures leading up to the consummation of such transaction, neither Guggenheim Securities nor its affiliates are acting as your fiduciary or advisor and will not assume any fiduciary or advisory responsibility or liability in your favor. 3 SECTION 1 Firm Overview 4 Firm Overview Guggenheim Partners, LLC is a privately held global financial services firm that provides asset management, investment banking and capital markets services, insurance, institutional finance and investment advisory solutions to institutions, governments and agencies, corporations, investment advisors, family offices and individuals. We combine innovative thinking and time-tested investment management and advisory skills to offer our clients a sophisticated array of products and services, trusted counsel and exceptional value. Our commitment is to create opportunities for our clients to grow their wealth, access innovative investment products and solutions and execute strategic transactions. 5 Guggenheim Global Reach Guggenheim Partners Overview ASSETS EMPLOYEES OFFICES More than $125 billion under management 2,200 worldwide We are headquartered in New York and Chicago and serve our clients from more than 25 offices in 10 countries. As of 4/8/2012 6 Our Core Values and Culture Preservation Integrity Excellence We are dedicated to the preservation and growth of our clients’ wealth, our unique culture and honoring the legacy of our firm’s name. We do the right thing, for the right reasons. We pride ourselves on the quality of our work and seek to exceed expectations. Innovation Entrepreneurship Talent We strive to create opportunities with new approaches and resources. We believe in fostering individual creativity and a sense of ownership. We believe that great organizations are built by employing and partnering with the best and the brightest people. 7 Primary Business Areas Guggenheim Partners is comprised of six primary businesses: Investments Securities Insurance Fixed Income Advisory Life and Annuity Equities Financing Capital Solutions Alternatives Sales &Trading Hedge Fund Managed Account Solutions Research Institutional Finance Investment Advisory Funding Solutions for Financial Institutions Investment Advisory Solutions Global Trading Multi-Strategy Private Trading Initiative Consulting 8 Guggenheim Securities Guggenheim Securities is the Investment Banking and Capital Markets business of Guggenheim. We offer a full range of services that fall into the four broad categories: 1 2 ADVISORY FINANCING • We serve as trusted advisor to our clients in connection with a full range of advisory services including mergers, acquisitions, divestitures, restructurings, spin/split-offs, join ventures, leveraged buyouts, capital raisings, recapitalizations, exchange offers, takeover defenses, special committee assignments, fairness opinions and other special situations. Our senior professionals have advised on some of the largest and most complex transactions in their industries • We have broad distribution capabilities for debt and equity securities and structured products. We are able to effectively place and syndicate securities through our deep relationships with institutional investors and access to unique sources of capital, including our ability to act as a principal in select situations. 3 4 SALES & TRADING RESEARCH • We provide a broad array of sales and trading services to institutional clients. Our experienced professionals deliver customized services with unconflicted execution • Our research team delivers insights on macroeconomic trends, industry specific themes and individual companies. Our analysts assess companies’ entire capital structures and provide unique investment perspectives pertaining to debt and equity securities. 9 Guggenheim Securities FINANCING We have broad distribution capabilities for debt and equity securities and structured products. We are able to effectively place and syndicate securities through our deep relationships with institutional investors and access to unique sources of capital, including our ability to act as a principal in select situations. Our services include, as relevant, assessing an institution’s optimal capital structure and sources of additional capital, effectively positioning an issuer to investors, targeting investor pools, introducing investors, underwriting debt and equity securities, distributing structured products and performing capital structure related management. We offer a full range of financing products, which include, among others: Fixed Income Equities Structured Products Capital Structure Management Senior IPOs/follow-on offerings CDOs/CLOs Repurchases Subordinated PIPES CMOs Tenders Mezzanine Private placements RMBs Exchanges Convertibles At-the-market offerings CMBS Hybrids Direct stock purchase programs Consumer ABS Amendments/consent solicitations ESPCs Aircraft Debt Securities Guggenheim Partners Overview 10 SECTION 2 Asset Monetization 11 Two Distinct Asset Management Models Public Ownership P3 Concession Provide service Maximize net revenues Employment not a negative Efficient operations Cap Ex Limited in scope Upgrades and new technology applications Capital Low cost tax-exempt debt Bank debt plus risk equity To municipality (often) To equity investors Key Objective Operations Dividends 12 Public Asset Monetization Public Ownership Public Monetization P3 Concession Provide service Service and net revenues Maximize net revenues Employment not a negative Efficient operations Efficient operations Cap Ex Limited in scope Upgrades and new technology applications Upgrades and new technology applications Capital Low cost tax-exempt debt Low cost tax-exempt debt Bank debt plus risk equity To municipality (often) To municipality To equity investors Key Objective Operations Dividends 13 Employ Professional Management Municipal Authority System Assets Ownership Asset Manager Acts as Authority’s agent and fiduciary Asset Operator Operates individual assets 14 Maximizing Value for the Public Good Public benefits from modernization and private sector expertise to optimize revenues Asset Revenues Private management to create efficiency Operating Expenses Senior Lien Debt Service Junior Lien Debt Service Public ownership minimizes cost with taxexempt cost of capital and avoids the need to pay equity returns Balance Capital Reserves Public Benefits Constant Reinvestment in Assets Assets and All Surplus Cash Revert to Owner Without a need to pay equity returns, all excess cash flow is reinvested into the assets with the ultimate return of the assets and surpluses to the owner 15 Summary Keep the Assets in public hands Deliver meaningful upfront proceeds to the Owner Capture and pledge all cash flow to repay debt and maintain the Assets Professionally manage the Assets full term; employ new technologies and other cost-effective cap ex Alignment of interests of Owner, professional managers and capital sources full term Rate of return on Assets goes to Owner rather than equity investor 16