ATTORNEY BIOGRAPHY Cynthia M. Krus Partner Washington P: +1.202.383.0218 E: cynthiakrus@eversheds-sutherland.com Education J.D., cum laude, Tulane University Law School B.A., Emory University Bar Admissions District of Columbia Maryland Background Cynthia Krus counsels companies and alternative investment funds in their quest to grow their businesses, especially in the crucial area of raising capital. She also works with management teams and boards of directors to develop strategic plans and timing for critical decisions in all aspects of their businesses, including mergers and acquisitions; proxy contests; going-private transactions; reorganizations; debt, equity and rights offerings; and other securities and capital markets transactions. She is recognized as a leading adviser to business development companies (BDCs) and small business investment companies (SBICs). Cynthia currently serves as the Executive Partner of Eversheds Sutherland (US), and is on the Global Executive Management Team and the Global Board for Eversheds Sutherland Ltd. In addition to being responsible for the day-to-day management of Eversheds Sutherland (US), Cynthia focuses on the integration efforts of the firm s practice groups with the global legal practice, and the firms operational integration. With more than 20 years working in this specialized area, Cynthia brings deep, hands-on experience to the complex issues both legal and strategic faced by companies. She counsels public companies in a broad range of corporate and securities matters, such as corporate governance, crisis management, whistleblower response, disclosure, executive compensation and shareholder matters. Cynthia is the author of the Corporate Secretary s Answer Book, which is updated annually, and frequently speaks at industry conferences on regulatory, corporate governance, and capital raising issues. Experience Guided publicly traded private equity fund through leveraged buyout and strategic roll-up transaction. Represented a large BDC in shelf registration offerings. Represented a small business lender in SEC, DOJ and USDA investigations into alleged improper lending practices and financial reporting. Counseled Allied Capital throughout its merger with Ares Capital.
PAGE 2 Advised Allied Capital in Emporia Capital asset purchase. Represented several financial institutions in BlackRock Kelso secondary offering, raising $84.4 million. Assisted PennantPark Investment Corporation in its application for two SBIC licenses. Assisted Fifth Street Finance Corp. in its application for two SBIC licenses. Advised Spectrum Brands in its merger with Russell Hobbs Inc. and in multiple M&A deals worldwide. Represented New York-based business development company in $175 million private placement. Represented Hercules Technology Growth Capital in capital raising. Helped in the development of a $750 million nontraded business development company. Advised Fortune 50 company on corporate governance. Advised leading financial services firm on corporate governance. Awards Recognized by Washington, D.C. nonprofit Bread for the City as Community Leader of the Year (2011) Recognized by Chambers USA: Guide to Leading Business Lawyers in the areas of corporate mergers and acquisitions and private equity (2010-2016) Recognized by The Legal 500 United States in the area of corporate mergers and acquisitions (2010, 2015) and mergers and acquisitions: middle-market (2011-2012, 2015-2017); and capital markets: equity offerings (2012-2013, 2015-2017) Professional Activities Member, Advisory Board, TheCorporateCounsel.net Former Instructor, Georgetown University Law School Former Adjunct Professor, George Washington University Articles Will The Volcker Rule Make BDCs More Popular? (April 30, 2014) Law360 Business Development Companies: The New Investment Vehicle of Choice Post-Volcker? (March 2014) The Investment Lawyer
PAGE 3 Board Diversity: Who Has a Seat at the Table? (March 1, 2012) Reprinted with permission from The Corporate Governance Advisor Crisis Management Preparedness (Winter 2011) Partnering Perspectives Blowing the Whistle: New SEC Rules Set the Stage for Increased Reporting of Potential Securities Law Violations (September/October 2011) Reprinted with permission from Practical Compliance & Risk Management For The Securities Industry Investors Drawn to Specialty Lenders (April 1, 2011) Investment Dealer s Digest U.S. Structured Credit Roundtable: Business Development Companies Find Common Ground with Middle-Market CLOs (December 22, 2010) Reprinted with permission from Standard & Poor's More Say On Pay: What Will It Mean (October 1, 2010) Reprinted with permission ACC Docket, the authors and the Association of Corporate Counsel Copyright 2010, the Association of Corporate Counsel. All rights reserved. SOX Certifications: 10 Tips for Good Housekeeping (Winter/Spring 2010) Partnering Perspectives Say-on-Pay: It s Coming, Are You Ready? (2010) Tax Management Memorandum Extra Credit (November 1, 2009) Reprinted with permission from The Deal Beating the Market by Staying Out (April 2009) Reprinted with permission from The Investment Lawyer The Risk-Adjusted Board: How Should the Board Manage Risk? (March/April 2009) Reprinted with permission from Corporate Governance Advisor Who Gets a 'Say on Pay'? (March/April 2008) Reprinted with permission from Corporate Governance Advisor Protecting Against Director Misconduct: A Risk Management Approach (January 19, 2007) Reprinted with permission from National Association of Corporate Directors Dealmakers Forecast 2007 (January 2007) Alternative Public Offerings Roundtable (November, 2006) Reprinted with permission from Financier Worldwide Magazine
PAGE 4 Rules of the Road: Where Corporate Governance May Take You (January 2006) Reprinted with permission from Business to Business Magazine To Market, To Market (November 11, 2005) Reprinted with permission from Legal Times Corporate Governance Best Practices for Insurance Companies: The Current Perspective (May 2005) Shedding New Light on Business Development Companies (October 2004) Reprinted with permission from The Investment Lawyer Attorney Beware: Sarbanes-Oxley Act Pitfalls (August 18, 2003) Reprinted with Permission from PCAOB Reporter, August 18, 2003, Vol. I Issue 9 Corporate Governance Policy (Annotated Discussion Draft) (March 2003) The Business Development Company Solution (February 28, 2001) Reprinted with permission from The Review of Securities & Commodities Regulation Regulatory Challenges for New Age Incubators (August 2000) wallstreetlawyer.com, Vol. 4, No. 3 Presentations Webcast: A Primer on Private BDCs (March 13, 2018) Webcast: What is a SPAC? (February 1, 2018) Podcast: Quick Call: Legislative and Tax Reforms What This Could Mean for Business Development Companies (November 6, 2017) Webcast: A Primer on Registered Closed-End Funds, Specifically Interval Funds (October 19, 2017) Thought Leadership Forum for BDCs and Other Specialty Finance Institutions (October 12, 2017) KPMG 2017 Executive Leadership Forum: Building Business Acumen & Mastering Leadership Moments of Truth (October 10-12, 2017) Women, Influence, and Power in Law Conference Podcast: Quick Call: BDC Industry Update (November 17, 2016) Webcast: BDC/REIT Activism: Are you an activist target? (December 9, 2015) Alliance Advisors Podcast: Quick Call: BDC Industry Update (November 17, 2015)
PAGE 5 Women, Influence & Power in Law Conference (October 28, 2015 - October 30, 2015) Webcast: Business Development Companies: Forming, Financing and Investing in Alternative Capital Vehicles (August 13, 2015) Strafford Live Capital Roundtable (February 26, 2015) The Role of the Board in the Oversight of Ethics and Compliance Programs (February 3, 2015) Financial Women's Association Directorship and Corporate Governance Committee Today s Top Entity Management Risks and How to Mitigate Them (October 15, 2014) Corporate Secretary An Introduction to BDCs (September 23, 2014) Subsidiary Governance and Risk Management (June 25, 2014) Society of Corporate Secretaries (MA) Practitioners Weigh In (May 13, 2014) Symposium on Mezzanine and Middle Market Finance- Atlantic Conference How Can the Non-Listed Industry Get Congress, the States, FINRA and the SEC to Provide Consistent Direction and Regulation (March 18, 2014) REISA Spring Symposium SBICs: More Popular Than Ever Should You Form One? (February 6, 2014) Capital Roundtable BDC Basics (February 5, 2014) Capital Roundtable Non-Traded BDCs: An Alternative Capital Raising Model (February 16, 2013) Sutherland Quick Call Update on BDC Industry (September 12, 2012) Sutherland 2012 BDC Roundtable The ABCs of Non-Listed BDCs (September 1, 2012) The Advisor & Broker-Dealer's Forum on Retail Alternative Investments (May 17, 2012 - May 18, 2012) The Advisor & Broker-Dealer's Forum Capital Roundtable - Capital Raising Requirements of BDCs (May 3, 2012) Capital Roundtable REISA Spring Symposium (March 11, 2012) REISA
PAGE 6 Non-Traded BDCs: Structure and Comparisons (February 16, 2012 ) Hot Topics and Trends in Business Development Companies (January 25, 2012) McGladrey, Small Business Investor Alliance, NASDAQ Corporate Governance Rules (December 6, 2011) Sutherland Tax Series: Session II BDC Compliance: Understanding the Regulatory Perspective (November 2, 2011) BDC Quick Call The ABCs of BDCs (July 27, 2011) The ABCs of Non - Listed BDCs (June 2011) Financial Regulatory Reform: What Non-Financial Companies Need to Know About Implementation and Impact (March 10, 2011 - March 11, 2011) Corporate Counsel Institute:Change Comes to Washington and What It Means for In-House Counsel Be The Solution (October 24, 2010 - October 27, 2010) Association of Corporate Counsel's 2010 Annual Meeting Preparing for the 2011 Annual Meeting: Proxy Access (September 29, 2010) Webinar A New World Order: What Your Board Needs to Know About Proxy Access (September 29, 2010) Hot Issues in Disclosure (September 14, 2010) BDC Roundtable SBIC Subsidiaries (September 14, 2010) BDC Roundtable The Year in BDCs (September 14, 2010) BDC Roundtable Looking Back: 2010 Proxy Season in Review (June 30, 2010) The Altman Group The 2010 Proxy Season: A Review (June 30, 2010) Webinar What You (and Your Clients) Should Be Thinking About in Preparation for the 2010 Proxy Season (December 8, 2009) The Altman Group Don't Prosecute the General Counsel! (October 19, 2009) Association of Corporate Council (ACC) 2009 Annual Meeting
PAGE 7 The BDC Alternative: Is It Right For You? (October 15, 2009) Business Development Companies: An Alternative Capital Source, Evaluating and Using BDCs to Finance Business Ventures (October 6, 2009) Webinar The Advantages of SBICs (September 16, 2009) SBIC Workshop Up, Down & Sideways: A Closer Look at Practically Managing Inside/Outside Counsel Relationships (April 1, 2009) Counsel to Counsel (C2C) Forum Electronic Tools in Shareholder Communication (May 29, 2008) Wolters Kluwer CT - Securities CLE Conference The Basics of Corporate Governance and Beyond (January 31, 2008) Essentials Seminar The BDC Alternative: Is It Right for Your SBIC? (October 28, 2007 - October 30, 2007) 49th NASBIC Annual Meeting Taking Private Equity Public (October 26, 2007) Sutherland Hosts Industry-Wide BDC Roundtable (September 4-5, 2007) An Introduction to Structured Trust Acquisition Companies (October 26, 2006) 2006 ADP Client Conference (October 25, 2006 - October 27, 2006) A Primer on Special Purpose Acquisition Companies (September 21, 2006) SPACs: How to Use a Special-Purpose Acquisition Company (September 19, 2006) Webcast Special Purpose Acquisition Companies (SPACS) (July 18, 2006 - July 20, 2006) PIPEs Summit 2006 Corporate Governance (July 19, 2005 - July 20, 2005) International Law Institute M&A Boot Camp: The Basics of M&A - Diligence, Structure and Beyond (June 13, 2005) DealLawyers.com Corporate Governance: Practices for Non-Public Companies (May 21, 2005 - May 22, 2005) Association of Life Insurance Counsel (ALIC) 2005 Annual Meeting American Bar Association's Annual Spring Meeting (April 4, 2005)
PAGE 8 A Strategic Guide to Business Development Companies: The Latest Re-Emergence of BDCs (November 8, 2004) American Conference Institute Clearing the Hurdles: How to Prepare for the New Corporate Governance Environment (January 22, 2003) Books Corporate Secretary's Answer Book (Updated Annually) Aspen Publishers Clearing the Hurdles: How to Prepare for the New Corporate Governance Environment (2006) Inside the Minds: Winning Legal Strategies for Corporate Governance, Aspatore Books Mergers and Acquisitions (2002) Capstone Publishing Ten Tips When Faced With A Sell The Company Shareholder Proposal (November 2001) Appendix A-15, Shareholder Proposal Handbook Clerkships Honorable Robert J. Klees, Court of Appeals - Louisiana, Fourth Circuit.