Virginia Capital Partners Brochure 431o19

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He who is not courageous enough to take risk will accomplish nothing in life. — Muhammad Ali

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VIRGINIA CAPITAL PARTNERS provides capital and expertise to help entrepreneurs build

successful companies. Our $50 million fund is provided by blue-chip financial firms, leading corporations and major endowments, including: Wells Fargo, Bank of America, BB&T, Sun Trust, Verizon, American Electric Power, and the Virginia Retirement System. Our investment partners have entrusted their capital to us until 2040. Because our funding is virtually permanent, we have no near-term need for liquidity. Our portfolio company partners have the freedom to realize liquidity when the timing is right from both the company’s and the capital markets’ perspective.

V’s role is to our management partners as they implement their vision. Our management partnerships are carefully chosen and have resulted in exceptionally high executive retention. Across more than 30 different portfolio companies, management turnover is virtually zero.

If you have opportunities or ambition greater than your current resources, one of our partners.

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The best way to predict the future is to create it. — Peter Drucker

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CORE PRINCIPLES Our goal is to own an interest in a truly unique business run by outstanding people. Along with patient capital, we offer our portfolio companies: Considerate advice Like thoughtful dinner or party guests who pitch in when their host needs assistance, we are here to help at your request.

No outside involvement Our partners manage all of our portfolio company relationships. We don’t rely on outside consultants or advisors.

Management continuity We want to be a trusted advisor on key financial and strategic decisions, but we leave dayto-day operations to our portfolio company management teams. Our management team partnerships have worked remarkably well — executive turnover is virtually zero.

Flexibility We tailor each investment and don’t have any minimum ownership requirement.

Long-term perspective Our time horizon is much longer than most private investors. We have no exit strategy. Growth We rely on growth, not leverage or financial engineering, as the key to our success. Our companies are debt averse.

Confidentiality All shared information is held in strict confidence. We are a private organization and have no public disclosure requirements. Ownership culture On average, our managing partners invest twice as much in our portfolio companies than the typical private equity fund.

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I never did a day’s work in my life. It was all fun. — Thomas Edison

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INVES TMENT FOCUS We invest in growing businesses where our capital will accelerate growth and improve profitability. We prefer to partner with companies that are close to our office. We have no industry or stage of development restrictions. A sampling of our investment experience includes: business services, media and communications, consumer services, healthcare, and insurance. Virginia Capital invests in companies at all stages of development from a new start-up to expansion of an existing business to the acquisition of an established company. Our portfolio companies share many common traits. Specifically, we focus on the following elements: ■ Experienced and results-oriented management ■ Scalable business ■ Opportunity for sustained growth of 15% to 20% per annum ■ Sustainable competitive advantage Virginia Capital will invest from $1 million to $5 million per company; together with s we can consummate $20 million transactions. We are usually the first institutional investor and often the sole investor.

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Do not go where the path leads, go where there is no path and leave a trail. — Ralph Waldo Emerson

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WHY VIRGINIA CAPITAL? HERITAGE OF SUCCESS Collectively, our portfolio represents one of the largest privately held companies in the South Atlantic region, with more than 2,000 employees, $1 billion in revenues and more than $1 billion in assets. Over the last 15 years we have invested in 33 companies in a variety of industries. These outstanding management partners have used our capital to build tremendous value for themselves and our investors. We have sold our investment in 19 of our portfolio companies generating an average return on investment of nearly 28% per annum. These exceptional returns resulted from the marriage of sound business plans, outstanding management talent, superior execution and a carefully chosen exit when the time was right for the company and the market.

PARTNERSHIP We are a trusted and reliable partner. Unlike other firms that are also involved in investment banking, lending or consulting, we are solely focused on private investing. Because this is all we do, we have no other motivations or interests beyond our portfolio companies’ long-term success. PERMANENT CAPITAL We have no exit strategy. Because our funding is virtually permanent, we have no need for liquidity. We are content to wait until conditions are optimal. When the time is right, we have developed a superior process to realize the maximum all-cash, after-tax value with the least downside exposure. Having consummated dozens of sales and several IPOs, we know how to run the most effective process to obtain the maximum after-tax proceeds on the best possible .

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Control your own destiny or someone else will. — Jack Welch

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OUR TR ACK RECORD

Since 1996, we have invested in 33 portfolio companies, and of these, have successfully exited 19. Our cash-on-cash returns are 28% per annum. We believe our genuine focus on helping each of our companies succeed is a unique quality fueling these results. Collectively, our portfolio represents one of the largest privately held companies in the South Atlantic region with more than 2,000 employees, $1 billion in revenues MEDIA & COMMUNICATIONS BioInformatics owns and operates the Science Advisory Board, the largest online market research of physicians and scientists. The company gathers market information and publishes proprietary research to the life sciences industry, including: biotech equipment suppliers, pharmaceutical companies, investment companies and venture capital funds.

MedIQ provides continuing medical education (CME) services to doctors nationwide. The Company partners with major academic health care institutions and other leading research organizations to provide timely and thorough CME content to physicians.

Clear Signal Towers develops and operates wireless communication towers to enable mobile service providers to fulfill the near insatiable demand for wireless bandwidth for the “mobile internet tsunami.” Virginia Capital cofounded CST with a seasoned tower entrepreneur.

Physicians Practice is the secondlargest physician journal in the United States. The magazine is cobranded with 40 major university hospitals, including: Harvard, Yale, the University of Virginia and the University of North Carolina. Physicians Practice was sold in 2007 to a strategic buyer.

Wireless Partners acquires, develops, and operates wireless communication towers. The company was sold in 2007.

Shared Tower Sites develops, acquires, owns and operates a portfolio of wireless communication towers. Virginia Capital co-founded Shared Tower Sites and raised additional equity during the telecommunications collapse in 2002. STS was sold to a strategic investor in 2005. Virginia Telecomm Towers acquires, develops, and operates wireless communication towers. Virginia Capital co-founded VTT. The company was sold to a strategic acquirer in 1998.

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Virginia Business Publications produces Virginia Business magazine a 25 year old statewide business publication providing monthly insights to Virginia businesses and government leaders. Virginia Capital partnered with the publisher to purchase the magazine in 2009. Southeast Business Media produces SC Biz magazine and Charleston Regional Business Journal, Columbia Regional Business Report and GSA Business biweekly business journals in South Carolina. Virginia Capital partnered with the publishers to purchase these publications in 2010. BUSINESS & CONSUMER SERVICES American Exposition Centers acquired, developed, owned and operated flea markets in the southeastern United States. The company was sold to a financial buyer in 2007. Car Pool is one of the largest full-service car wash chains in the U.S. The company owns and operates seven locations in the Richmond metropolitan area, provides professional detail services and is a 30-yearold brand with one of the most widely recognized commercial names in its market.

Martha Mills acquired an 80-year-old textile mill and is in the process of reclaiming the heart pine lumber, steel and bricks in an environmentally friendly manner. Mid-Atlantic Dairy Queen owned the largest chain of Dairy Queen restaurants in the Mid-Atlantic. Two of the company’s twelve restaurants were consistently ranked among the leading revenue producers in the entire 6,000 International Dairy Queen restaurant system (owned by Berkshire Hathaway). Mid-Atlantic DQ was sold in 2008 to its management. Sewickley Partners acquired 5,000 acres of timberland. Virginia Capital partnered with a experienced forester and lumber mill to purchase these assets from an institutional investor. Smith-Midland Corporation produces a variety of pre-cast concrete products including sound walls, highway barriers, utility buildings and architectural facades. Smith-Midland is publicly-traded (ticker: SMID). Storage Management owned and operated selfstorage facilities. The company was sold in 2005 to its management.

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HEALTH CARE Aptiv Solutions is a clinical research organization founded by of the PRA International management team. Aptiv specializes in adaptive clinical trials focusing on oncology, cardiovascular, dermatology, gastro-intestinal, and respiratory diseases. HemoShear makes a human surrogate testing device that replicates the anatomical structure of the human blood vessel wall and blood flow patterns, providing superior pre-clinical drug response data to what is currently available through traditional cell culture and animal testing processes. Hunt Assisted Living built one of the largest portfolios of assisted living facilities in the Mid-Atlantic region before its sale to a strategic buyer in 1999. Innotech manufactures proprietary equipment and supplies used to make multi-focal lenses. Innotech completed its initial public offering and was subsequently purchased by Johnson & Johnson for $134 million cash. PRA International tests the safety and efficacy of new drugs for major pharmaceutical companies and is one of the largest clinical research organizations in the U.S. PRA

was sold to a financial buyer in 2001 for more than $100 million. Health Care Partners is a specialty health care REIT and leasing company. Virginia Capital co-founded the company with a group of proven health care entrepreneurs. INSURANCE Front Royal was a leading specialty property and casualty insurance company before its sale to a strategic buyer in 2001 for $165 million. James River Group is a specialty property and casualty insurance company with a focus on the excess and surplus lines segment founded by key of Front Royal’s management team. The company completed its initial public offering in 2005 and was sold to a Bermuda-based reinsurance company for over $570 million in 2007. Kinsale Capital Group was formed as a start-up in 2009 by a group of seasoned property and casualty executives to take advantage of the dislocations in the insurance industry.

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THE PAR TNERS

FRED RUSSELL managing partner

with a $1 billion private equity firm. He was also a Managing Director in a health care services company, which he helped to build into a $70 million revenue business.

Fred has been Managing Partner at Virginia Capital Partners since its inception in 1996. He serves on the Board of all of Virginia Capital’s active investments and has more than 25 years of private equity experience. Fred has invested in more than 40 private companies. He was an investor in three companies that subsequently completed their IPO. Fred has also been active in the sale or IPO of companies with a combined enterprise value of more than $2 billion.

Fred has lectured on entrepreneurship and private capital markets at the Wharton School, the University of Virginia’s McIntire School of Commerce, and the Darden Business School. A Charlottesville native, he attended the University of Virginia and graduated from the McIntire School of Commerce. After finally leaving the nest, he studied in Philadelphia where he earned his MBA from the Wharton School.

Fred has invested in companies at all stages of development: from start-ups to buyouts. He has extensive experience in health care, media and communications, consumer, insurance and environmental industries. Fred was previously a Partner

Fred lives in Richmond with his wife, Susan, and their three children aged 21, 19 and 17. Fred is ionate about being on the water, fly fishing, hunting upland birds and finding a cure for Juvenile Diabetes.

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TOM DEARDORFF partner Tom has worked at Virginia Capital Partners since its inception, starting as an Associate and working his way up to Partner and Managing Director. He has invested in companies at all stages of development including start-ups, expansions, and acquisitions. Tom serves on the Boards of most Virginia Capital portfolio companies and has extensive experience in the health care, media and communications, consumer, insurance, and environmental industries.

Tom has invested in more than a dozen private companies and closed over a dozen follow-on acquisitions. He has been active in the sale or IPO of 10 private companies with a combined transaction value of nearly $500 million. Before ing Virginia Capital, Tom worked with an environmental service firm and began his career at a boutique investment-banking firm. He received his undergraduate degree from Tulane University and liked it so much he stayed on and earned his MBA there as well. Tom grew up in Decatur, Illinois and is ionate about staying fit, hunting and fishing.

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THE INVES TMENT TE AM

MATT AUSTIN managing director Matt ed Virginia Capital in 2002 and became Managing Director in 2007. He currently serves on the Board of three portfolio companies. Prior to ing our team, Matt worked with BB&T Capital Markets, an investment-banking firm in Richmond, Virginia, where he was responsible for analysis and valuations for mergers and acquisitions and other corporate finance transactions. He has lectured on corporate finance and private equity matters at the McIntire School of Commerce and at James Madison University. Matt has also ed the Series 7 Exam and previously worked with a ed Investment Advisor, where he managed money for high net worth clients. Matt received his undergraduate degree with distinction from the McIntire School of Commerce at the University of Virginia. He currently lives with his wife and twins in suburban Richmond. Matt is a board member of the National Multiple Sclerosis Society - Central Virginia chapter and serves as an usher and a member of the finance committee at Woodlake United Methodist Church.

17 HUGH AARON senior advisor, healthcare Hugh ed Virginia Capital in 2009 as Senior Advisor, Healthcare. Hugh is a serial health care entrepreneur. In 2006 he sold a national training firm focusing on healthcare regulatory compliance to a private equity backed buyer. Hugh held a variety of management positions within the health care industry including Regional Operations Director for a national medical practice management firm. Although retired from private practice, Hugh is a licensed attorney who formerly practiced health law with McGuire, Woods, Battle & Boothe. Hugh earned his Juris Doctor degree (cum laude) from the University of Richmond, a Master of Health istration degree from the Medical College of Virginia and a Bachelor of Business istration degree from Christopher Newport College. Hugh teaches at the University of Richmond School of Law and at Virginia Commonwealth University (Medical College of Virginia Campus). A Virginia native, Hugh lives in Hanover County with his wife and son. He is an avid cyclist, sailor and scuba diver.

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CHRIS HUTTER senior associate Chris ed Virginia Capital in 2007 after serving as CFO and General Manager of Hutter Wholesale Hardware, a Coloradobased designer’s architectural hardware showroom and distributor. Prior to this experience, he was Director of Merchandising and Logistics for Duck Head Footwear, a global-branded footwear supplier based in Lynchburg, Virginia. Chris received his MBA with a concentration in Finance from the University of Richmond. He is a graduate of Hampden-Sydney College where he double majored in German and Mathematics with a concentration in Computer Science. Chris is a 2010 Level III CFA candidate. A Lynchburg native, Chris now lives in Richmond with his wife and two young children. Like most of the Virginia Capital team, Chris enjoys a wide range of outdoor activities and also loves to spend time playing with his children.

We enjoy meeting CEOs of growing companies, even if there isn’t an imminent need for capital, and we are happy to meet without any written material or agenda. To ensure confidentiality, we have no problem g commercially reasonable non-disclosure agreements in advance of our discussions. Even if our meeting doesn’t result in a transaction, we can often provide advice or direct you to other more specialized resources. If you have opportunities or ambition greater than your current resources, and you are curious how private equity can help you achieve your goals, us today. Please visit our website for up-to-date information.

1801 Libbie Avenue, Suite 201 Richmond, Virginia 23226 Ph (804) 648-4802 Fx (804) 648-4809 www.vacapital.com