1. Kirkland & Ellis LLPU.S. Capital Markets Comparison Christian O. Nagler July 26, 2011 19419453 v1

2. History of U.S. Markets Bonds • States used bonds to finance the Revolutionary War • First U.S. government issuance was to refund state debts (1790) • Corporate bonds financed much of the industrial boom • WWI Liberty Bonds marketed to individuals Equities • NYSE / 1792 • Continent wide economy with low internal trade barriers

3. Regulation of Securities • Generally, a disclosure regulated regime • Offering document quite well-established • Registered/unregistered securities (equities typically registered) • State regulation dates back to 1911 – “blue sky laws” • Federal regulation dates back to 1933 (Securities Act); 1934 (Exchange Act); 1940 (Trust Indenture Act)

4. Current Market • 154 U.S. IPOs completed in 2010/69 U.S. IPOs completed in 2009* • About $822 billion average daily bond trading volume** • Low interest rates for new issuances (IBM – 5 yr bond – 2.07% YTM) • Almost all bond trading is between broker-dealers on the over-the-counter market • Today’s buyers include: mutual funds; institutional funds; hedge funds; insurance companies; and structured funds * PwC US IPO Watch ** Source: SIFMA

5. Contributors to Active Capital Markets • Established history/case law • Strong secondary markets – there’s almost always a buyer • Bankruptcy Reorganization Laws • Established Disclosure Regime