A05_PWS_(Attachment_1).pdf

Attachment 1:

PERFORMANCE WORK STATEMENT (PWS)

1. PROJECT TITLE

Expert Financial Advisory Services in support of the Pension Benefit Guaranty Corporation (PBGC)’s Corporate Finance and Restructuring Department (CFRD).

2. BACKGROUND

PBGC, a wholly owned U.S Government corporation, administers the pension plan termination insurance program established by Title IV of the Employee Retirement Income Security Act of 1974, as amended (ERISA). PBGC protects the retirement income of approximately 44 million workers in more than 27,000 private defined benefit pension plans.

CFRD is reviewing PBGC’s exposure to the underfunded defined benefit pension plans sponsored by Prospect Medical Holdings, Inc. (“Prospect Medical” or “the Company”). Prospect Medical is a healthcare and healthcare-management services provider with operations throughout the United States (U.S.). PBGC is reviewing its exposure to the underfunded defined benefit pension plans (the “Plan” or “Plans”) sponsored by the Company.

PBGC requires the assistance of an experienced financial advisory services firm (“Contractor”) with a proven experience in the U.S. healthcare sector leading large distress valuation and turnaround engagements and/or representing clients in a lead capacity on large and complex restructuring and/or bankruptcy transactions. The Contractor must have experience with PBGC’s terminations process and be equipped to determine the feasibility of Prospect Medical’s business and likely restructuring plans and evaluate how the various strategic alternatives that the Company is likely to undertake may affect the Plan’s ongoing status or PBGC’s recoveries should some or all the Plans need to be terminated.

The requested services are required to assist PBGC in determining the value of Prospect Medical’s controlled group, its ability to afford one or more of the Plans, and in evaluating the Company’s restructuring plans. PBGC seeks assistance in structuring a recovery in connection with Prospect Medical’s restructuring plans that may include valuation, structuring, documentation, closing and ongoing monitoring of recovery alternatives that may include cash, debt, and equity issued by the Company or a related entity. The Contractor will represent PBGC in discussions with Prospect Medical and other parties. PBGC may require assistance with analyzing credit agreements, evaluating various recovery waterfall scenarios, providing analysis of any sale process, evaluating restructuring plans, representing PBGC in restructuring proceedings, to include bankruptcy and possibly providing expert testimony in court. The advisor may need to review Prospect Medical’s previous transactions to assist PBGC in determining if the Company is insolvent, breached its duty to creditors, or fraudulently conveyed to its largest creditor(s) many of its profitable controlled group members. Based on the findings of the Contractor’s analysis, PBGC may require assistance in developing, and potentially executing, a responsive plan of action.

3. SCOPE OF WORK

The Contractor must provide bankruptcy and restructuring support at the appropriate level of effort;

PBGC requires four levels of support (Low, Medium, High, and Case Monitoring) as described below.

3.1 Low-Level Support: Contractor activity limited to monitoring events, participating in regularly scheduled meetings, and providing regular updates to PBGC. Activities typically include the following:

3.1.1 Drafting information requests and reviewing responses to such requests.

3.1.2 Reviewing routine, periodic reports, such as weekly cash-flow.

3.1.3 Establishing relationships and participating in meetings and calls with relevant parties.

3.1.4 Obtaining access to data room(s).

3.2 Medium-Level Support: Contractor activity increased to analyzing information received about

Plan Sponsor and modeling the information to provide PBGC with reports concerning risk and strategies to mitigate risk. Activities typically include the following and may require one or more activities from the High category below:

3.2.1 Drafting information requests and reviewing responses to such requests.

3.2.2 Establishing relationships with relevant parties, participating in meetings and calls with relevant parties (such as creditor committee calls or similar meetings and calls), and providing written summaries and analysis.

3.2.3 Obtaining access to data room(s).

3.2.4 Identifying the Plans controlled group.

3.2.5 Developing a recommended strategy and plan of execution.

3.2.6 Processing data through established models.

3.2.7 Reviewing routine, periodic reports, such as weekly cash-flow statements.

3.2.8 Advising on industry and regulations.

3.2.9 Advising on whether a probable fraudulent conveyance occurred which may require further investigation.

3.3 High-Level Support: Contractor activity intensified to include negotiations, highly engaged participation in lengthy meetings, rapid analysis and reporting. Activities include those performed during a Medium level of effort, plus two or more of the following:

3.3.1 Developing models, running data simulations/projections, and various scenarios through established models.

3.3.2 Assessing the Plan Sponsor’s ability to afford to maintain one or more of the Plans which may include reviewing and providing expert opinion on associated PBGC financial and legal analyses.

3.3.3 Determining the feasibility of the existing or proposed capital structure.

3.3.4 Recommending alternative capital structures including debt and equity structures, terms and conditions.

3.3.5 Assisting PBGC with further document requests and analysis if it is determined that a fraudulent conveyance occurred.

3.3.6 Valuing the Plan's controlled group.

3.3.7 Performing a net worth analysis.

3.3.8 Negotiating in connection with settlement and recovery, and on other matters, where applicable.

3.3.9 Providing expert witness court testimony, where applicable.

3.4 Case Monitoring Support: On rare occasions, there may be a period where minimal work will be performed by the Contractor. Case Monitoring Support consists of the following:

3.4.1 Low-level case monitoring.

3.4.2 Responsive communications, including calls or written email answers, recommendations, and/or advice to the CFRD case team. Responsive communication is defined as a returned response within 72 hours to any CFRD case team inquiry and written notice of any pertinent movement on the case by the Contractor within 24 hours requiring CFRD case team attention.

3.4.3 Continuation of the monthly status report requirement.

4. PERFORMANCE REQUIREMENTS

4.1 Initial Requirements: The Contractor must engage quickly with CFRD to develop a specific understanding of PBGC's interests in the case and begin formulating a recommended strategy.

Within thirty (30) calendar days after contract award, the Contractor must deliver preliminary versions of the items outlined below. The Government and Contractor will negotiate delivery dates for final versions of the documents.

4.1.1 An analysis of PBGC’s strengths and weaknesses vis-à-vis other creditors.

4.1.2 An analysis of Prospect Medical’s business model and capital structure under various restructuring plans . The analysis should determine whether the proposed capital structure will support a viable enterprise.

4.1.3 An analysis of the affordability of Prospect Medical’s ongoing pension contributions on a cash-flow basis utilizing various restructuring/refinancing alternatives for one or more of its pension plans. Key assumptions underlying the scenarios should be identified and justified.

4.1.4 An analysis of the feasibility of Prospect Medical’s interim and long-term business plans under various restructuring/refinancing alternatives.

4.1.5 A list of potential options for PBGC to mitigate the risks posed by Prospect Medical’s financial situation along with a recommended course of action. All options should be explained in detail.

4.1.6 Advise PBGC on the optimal strategy and implementation method for minimizing potential losses to the Federal pension insurance program relating to any potential bankruptcy or out of court restructuring.

4.1.7 A preliminary analysis of possible fraudulent conveyance during any restructuring of the controlled group.

4.2 Ongoing Requirements: Throughout the engagement, the Contractor must provide the services described below as required by the Government. Ongoing requirements will take place under all levels of support (high, medium, low, and case monitoring) until the conclusion of the Prospect Medical case.

4.2.1 Engage with PBGC to quickly develop a specific understanding of PBGC's interests in the case and begin formulating a recommended strategy. Analyze PBGC’s position vis-à-vis other creditors.

4.2.2 Assist CFRD in establishing relationships with all relevant parties to the transaction.

4.2.3 Develop and continually update requests for information from Prospect Medical that will facilitate both PBGC's and the Contractor's understanding of the case and the development of a strategy to protect PBGC's interests.

4.2.4 Obtain access to all relevant information, including any data rooms, whether by consent or by supporting PBGC in issuing an administrative subpoena or in obtaining a court order.

4.2.5 Attend, in person or by telephone (as directed by PBGC), all relevant meetings about the transaction, to summarize in writing the discussions that occur during the meetings, and to provide PBGC with the written summaries by the next calendar day or earlier, as directed by PBGC.

4.2.6 Respond within 24 hours to any written notice of any pertinent movement on the case that requires the CFRD’s case team attention, and within 72 hours to any other CFRD case team inquiry.

4.2.7 Provide PBGC with hospital and healthcare industry subject matter expertise.

4.2.8 Assist PBGC in all activities as a member of any unsecured creditors’ committee.

Analyze any proposed disclosure statement, including go-forward business plans, and plans of reorganization.

4.2.9 Develop a recommended strategy and plan of execution (SAPOE) to protect PBGC's interests, and present that strategy and plan to PBGC for discussion and approval. This includes recommending terms and conditions of any security and / or agreement offered to protect the interests of PBGC and Plan participants, and updating the strategy and plan of execution as facts and circumstances change.

4.2.10 Assist in implementing strategy including negotiation support.

4.2.11 Provide PBGC with a written recommendation (SAPOE) as to whether the plan sponsor

(and, as appropriate, controlled group members) can maintain the Plan after a transaction, bankruptcy or restructuring, or, alternatively, the interests of the Plan and PBGC are best served by Plan termination. This may include, as required by PBGC, a probability analysis.

4.2.12 Assist in the selection of expert witness(es), if necessary. Contractor must also prepare for and/or assist PBGC (or attorneys representing PBGC) in preparing for hearings and depositions, analyzing reports and testimony of opposing experts, and preparing for cross-examination of opposing experts, all in a non-legal capacity.

4.2.13 Where applicable, as directed by PBGC, provide expert witness testimony concerning the affordability of the pension plan and related matters.

4.2.14 Provide PBGC with a written recommendation (SAPOE) identifying ways to maximize PBGC's recovery if PBGC or a court terminates the pension plan. Present alternatives to PBGC for consideration, then negotiate with relevant parties to arrive at the selected alternative.

4.2.15 Identify the Plan's controlled group in its entirety, to include possible foreign controlled group members and their contacts with U.S. entities, and, in bankruptcies, differentiating between debtor and non-debtor entities.

4.2.16 Develop, as directed by PBGC, alternative arrangements to Prospect Medical’s plans that are more favorable to PBGC. If the alternative arrangement is approved by PBGC, present the arrangement to all appropriate parties and advocate in favor of the alternative arrangement.

4.2.17 Analyze all relevant information to determine whether the plan sponsor can afford to maintain the pension plan for at least three years following the sponsor's emergence from bankruptcy protection / restructuring / turnaround activities, and / or review and opine on the associated PBGC analyses. This may include, as relevant and directed by PBGC, the following:

4.2.17.1 Reviewing all court filings and other materials issued by Prospect Medical or related parties.

4.2.17.2 Reviewing all iterations of a debtor’s business model, disclosure statement, and all proposed plans of reorganization.

4.2.17.3 Constructing and processing data through models (either developed by the

Contractor, or models adapted for use in specific projects) to ascertain Prospect Medical's cash flows in base case and downside scenarios. These models must account for likely changes in the industry and macro-economic conditions, as well as unrealistic assumptions made by Prospect Medical.

4.2.17.4 Reviewing and determining the feasibility of Prospect Medical's proposed capital structure.

4.2.17.5 Valuing Prospect Medical’s controlled group on both a going concern and a liquidation basis and provide PBGC with an opinion as to whether one or more controlled group members can support one or more of the pension plans.

4.2.17.6 Reviewing and analyzing the Plan Sponsor’s business plan or other Company supplied forecasts. This should include economic sensitivity and risk-based analyses.

4.2.18 In the event of termination, perform a net worth analysis of the controlled group member(s) in accordance with PBGC Regulation, 29 CFR Part 4062. In contemplation of a plan termination, perform a recovery waterfall under various scenarios.

4.2.19 In the event a suggested risk mitigation strategy is identified for further action, the Contractor may be required to participate in pursuit of said strategy as appropriate.

4.2.20 In the event of a pension plan termination, the Contractor may be required to negotiate the highest possible recovery on PBGC’s employer liability claims.

4.2.21 Other Bankruptcy / Restructuring and Distressed Valuation / Turnaround Support and Related Activities. This historically could comprise of up to 10% of the engagement, and can include, but is not limited to, the following sample tasks:

4.2.21.1 Working on multi-employer plans, if applicable.

4.2.21.2 Researching bios of executives and outside professionals involved in the negotiation process.

4.2.21.3 Reviewing quarterly earnings report and comparing financial results to projections.

4.2.21.4 Comparing information received pursuant to subpoena request(s).

4.2.22 Develop a record of facts used to determine whether management engaged in a fraudulent conveyance of material assets, if it violated its fiduciary duty to its creditors, or if it has been insolvent.

4.2.23 Perform a What-if Analysis and / or Alternatives analysis of the Sponsor’s Business Plan.

5. PERFORMANCE STANDARDS

5.1 Inspection and Acceptance: The designated Contracting Officer’s Representative (COR) is responsible for the inspection and acceptance of all services under this requirement. All inspection and acceptance work performed under this contract will be conducted in accordance with the applicable Inspection and Acceptance FAR clause for the contract type contemplated.

The basis for acceptance and inspection shall be compliant with the requirements set forth in the statement of work and other terms and conditions of the contract.

Rejected deliverable items shall be corrected in accordance with the terms and conditions of this contract or as otherwise appropriately requested by the COR and Contracting Officer (CO).

The Government requires a period not to exceed fifteen calendar days after receipt of final deliverable item(s) for inspection and acceptance or rejection, unless otherwise specified in the terms and conditions of the contract. For periods exceeding fifteen days, it is the responsibility of the Contractor to confirm with the Government the receipt or acceptance of the deliverable(s).

5.2 Breadth of Inspection: All deliverables will be inspected by the COR for content, completeness, accuracy, and conformance to requirements. Inspection may include validation of information or customized software using appropriate test methods and algorithms, or as specified in the requirement. The breadth and nature of this testing must be negotiated prior to incorporation of the deliverable in the contract and shall be sufficiently comprehensive to ensure the completeness, quality, and adequacy of all deliverables. All written and narrative type deliverables will be reviewed for thoroughness, consistency, accuracy, discrepancies, grammar, errors, or other deficiencies identified by the Government.

5.3 Non-conforming Deliverables: Non-conforming deliverables or services will be rejected. All notifications of rejection will be accompanied by an explanation of the specific deficiencies causing the rejection. Unless otherwise agreed by the parties, deficiencies will be corrected within ten calendar days of the rejection notice. If the deficiencies cannot be corrected within ten days, Contractor will immediately notify the CO of the reason for the delay and provide a proposed corrective action plan within ten working days.

All non-conforming deliverables will be remediated to the Government’s satisfaction at no additional cost to the Government and within the timeline negotiated with the COR or subject to FAR 52.212-4 at the discretion of the CO.

For all electronic deliverables, it is the responsibility of Contractor to ensure the item is free of any computer virus or defects. If a virus or defect is attributed to the deliverable, the infected or defected deliverable will be rejected. The Government will provide the Contractor a written notification of the virus and the known impact (to date) of the virus, delineating any pertinent details. The new delivery date of the replacement deliverable must be negotiated between Contractor and CO. The costs for purging and replacing of all Government equipment as a result of a deliverable with a virus or defect may be borne by Contractor and such will be reported in Contractor Performance Assessment Reporting System (CPARS).

Performance Requirement Summary (PRS) Table

Section Required Services from PWS Specific Performance Measurement

Monitoring Method

4.2.3 Develop and continually update requests

for information.

Documents request all relevant information, reflect changes in the case as it progresses, and are initiated timely.

Documents are professionally written, logically organized, and reflect any specific direction provided by PBGC.

100% review by Team Lead.

Random samples reviewed by

COR.

4.2.4 Obtain access to all relevant information. Contractor obtains information requested from parties and, when information is not provided, timely alerts PBGC so that legal action can be initiated.

100% review by Team Lead and

COR.

4.2.5 Attend, in person or by telephone (as

directed by PBGC), all relevant meetings about the case, to include creditors committee meetings, if applicable, to summarize in writing the discussions that occur during the meetings, and to provide PBGC with the written summaries by the next calendar day or earlier, as directed by PBGC.

All meetings are attended in person or by telephone.

Meeting summaries are submitted timely.

Summaries are professionally written, logically organized, and reflect any specific direction provided by PBGC.

100% review by Team Lead.

Random samples reviewed by

COR.

4.2.6 Respond within 24 hours to any written

notice of any pertinent movement on the case that requires the CFRD’s case team attention, and within 72 hours to any other CFRD case team inquiry.

Responses are provided via email within the specified times with any necessary documents included as attachments.

100% review by Team Lead.

Random samples reviewed by

COR.

4.2.7 Provide hospital and healthcare industry

subject matter expertise.

Provide industry expertise applicable to Prospect Medical and the impact of changes in the industry, payment structures and regulations applicable to Prospect Medical.

100% review by Team Lead and

COR.

4.2.9 Develop a recommended Strategy and

Plan of Execution (SAPOE) to protect PBGC's interests. This includes updating the strategy and plan of execution as facts and circumstances change.

SAPOE is developed and updated timely and reflects any specific direction provided by PBGC.

SAPOE appropriately balances and accounts for PBGC’s competing missions.

SAPOE balances various competing interests in the bankruptcy/restructuring activity, considers industry and macroeconomic trends, and recommends a path that is logically designed to protect PBGC's interests.

SAPOE is professionally written and logically

Team Lead and

4.2.11 Provide PBGC with

a written recommendation (SAPOE) as to whether the plan sponsor (and, as appropriate, controlled group members) can maintain the Plan after a transaction, bankruptcy or restructuring or, alternatively, the interests of the Plan and PBGC are best served by Plan termination.

This may include, as required by PBGC, a probability analysis.

Revise sponsor provided controlled group organizational chart to reflect advisor’s findings.

SAPOE / recommendation is delivered timely, such that PBGC has appropriate time to react.

SAPOE / recommendation logically flows from Contractor's analysis and reflects any specific direction provided by PBGC.

SAPOE / recommendation is professionally written and

COR.

4.2.12 Assist in the selection of expert

witness(es), if necessary. Contractor must also prepare for and/or assist PBGC (or attorneys representing PBGC) in preparing for hearings and depositions, analyzing reports and testimony of opposing experts, and preparing for cross-examination of opposing experts, all in a non- legal capacity.

Reports are professional, comprehensive, persuasive, and conform to the specific rules of practice for the relevant court [if applicable, PBGC will provide additional standards to the Contractor in the event of a need for expert witness reports and testimony.]

100% review by

4.2.13 Provide expert witness testimony, including, but not limited to the affordability of the pension plan and related matters, fraudulent conveyance or breach of management’s fiduciary duty to its creditors if necessary.

Reports are professional, comprehensive, persuasive, and conform to the specific rules of practice for the relevant court [if applicable, PBGC will provide additional standards to the Contractor in the event of a need for expert witness reports and testimony.]

100% review by

4.2.14 Provide PBGC with a written

recommendation (SAPOE) identifying ways to maximize PBGC's recovery if PBGC or a court terminates the pension plan.

Methods are feasible, thoughtful, reflect the particular facts of the case, and are delivered timely.

Methods are professionally itt d l i ll

Random samples

4.2.15 Identify the Plan's controlled group in its

entirety, to include possible foreign controlled group members and their contacts with U.S. entities, and, in bankruptcies, differentiating between debtor and non-debtor entities.

Valuations and analyses are submitted timely, reflect any specific direction provided by PBGC, reflect industry standards, and conform to regulatory requirements.

Valuations and analyses are professionally written and logically organized.

100% review by Team Lead and

COR.

4.2.16 Develop, as directed by PBGC, alternative arrangements to Prospect Medical's plans that are more favorable to PBGC.

Plans are comprehensive, logical and professionally written.

Facilitate presentation of alternative arrangements to relevant parties, including a court, as needed.

Random samples reviewed by

COR.

4.2.17 Analyze all relevant information to

determine whether the plan sponsor can afford to maintain the pension plan for at least three years following the sponsor's emergence from bankruptcy protection/restructuring activities.

Analyses are developed and updated timely, and reflect any specific direction provided by PBGC.

Analyses are factually accurate, comprehensive, account for base case and downside scenarios, denote source material, consider industry and macro-economic trends, and facilitate quick review by

PBGC.

Analyses are professionally written and logically organized.

4.2.17.5 Value Prospect Medical’s controlled

group on both a going concern and a liquidation basis and provide PBGC with an opinion as to whether one or more controlled group members can support one or more of the pension plans. In the event of plan termination, perform a net worth analysis of the controlled group member in accordance with PBGC regulation, 29 CFR Part 4062 https://www.ecfr.gov/current/title- 29/subtitle-B/chapter-XL/subchapter- F/part-4062?toc=1.

In contemplation of a plan termination, perform a recovery waterfall under various scenarios.

Valuations and analyses are submitted timely, reflect any specific direction provided by PBGC, reflect industry standards, and conform to regulatory requirements.

Valuations and analyses are professionally written and logically organized.

COR.

4.2.19 4.2.20

Negotiations support - participate in pursuit of said risk mitigation strategy as appropriate, and in the event of a pension plan termination, negotiate the highest possible recovery on PBGC’s employer liability claims.

Methods are feasible, thoughtful, reflect the particular facts of the case, and are delivered timely.

Methods are professionally written and logically organized.

Plans are comprehensive, logical, and facilitate presentation to relevant parties, including a court.

Random samples reviewed by

COR.

4.2.21 Other Bankruptcy / Restructuring and

Distressed Valuation / Turnaround Support and Related Activities.

Compile data and information in a professionally written and logically organized manner.

100% review by Team Lead and

COR.

https://www.ecfr.gov/current/title-29/subtitle-B/chapter-XL/subchapter-F/part-4062?toc=1 https://www.ecfr.gov/current/title-29/subtitle-B/chapter-XL/subchapter-F/part-4062?toc=1 https://www.ecfr.gov/current/title-29/subtitle-B/chapter-XL/subchapter-F/part-4062?toc=1

4.2.22 Develop a record of facts used to

determine whether management engaged in a fraudulent conveyance of material assets, if it violated its fiduciary duty to its creditors, or if it has been insolvent.

Provide PBGC with a record that lists all the facts that could support a finding that Prospect Medical has or has not committed a fiduciary breach or has breached its fiduciary duty to treat PBGC fairly.

100% review by Team Lead.

Random samples reviewed by

COR.

4.2.23 Perform a What-if Analysis and / or

Alternatives analysis of the Sponsor’s Business Plan.

Alternatives are comprehensive, logical, and facilitate presentation to relevant parties, including a court.

Alternatives are professionally written and logically organized.

100% review by Team Lead.

Random samples

6. DELIVERY SCHEDULE AND DELIVERABLES

No. Deliverable Schedule

6.1 A valuation of each member of Prospect Medical’s

controlled group.

As negotiated with the Team Lead and agreed upon by the COR and Contractor.

6.2 Analysis of Prospect Medical’s business model and

capital structure under various restructuring plans.

6.3 Net Worth analysis of Prospect Medical’s

controlled group under various restructuring plans.

6.4 Analysis of Prospect Medical’s on-going Plan

contributions.

6.5 Analysis of the feasibility of Prospect Medical’s

interim and long-term business plans.

6.6 An analysis of Prospect Medical’s business model

and capital structure under various restructuring plans. The analysis should address the prospects of the Company and whether the capital structure will support a viable enterprise.

6.7 List of potential options for PBGC to mitigate risk

posed by Prospect Medical’s restructuring plan and recommended course of action.

6.8 Recovery analysis of PBGC’s claims assuming Plan

termination.

6.9 The Contractor must provide Bi-Weekly reports

that include the following items listed below:

• Status of tasks to be performed.

• Open issues for discussion with PBGC.

• Work completed.

• Incremental Reports as research/tasks are performed.

Bi-Weekly and/or as negotiated with the Team Lead and agreed upon by the COR and Contractor.

6.10 Final Report At the end of the period of performance

and/or as negotiated with the Team Lead and agreed upon by the COR and Contractor.

7. GOVERNMENT FURNISHED EQUIPMENT

PBGC will not provide Government-furnished equipment under this contract.

8. PLACE OF PERFORMANCE

PBGC anticipates that work under the contract will be performed at the Contractor’s site or virtually as determined by the Contractor. Contractor key personnel (Team Lead or Deputy Team Lead) may be required to travel to the PBGC Headquarters (445 12th Street SW, Washington DC 20024) periodically during the period of performance.

9. PERIOD OF PERFORMANCE

The anticipated period of performance includes one 12-month base period and one 12-month option period, and a potential six-month extension in accordance with FAR 52.217-8, Option to Extend Services.

10. ORGANIZATIONAL CONFLICT OF INTEREST

The Contractor (including any partnering firms and subcontractors) must review its activities to determine if an actual or potential organization conflict of interest (OCI) exists. In the case of any actual or potential OCI, the Contractor must submit a proposed mitigation plan for PBGC’s consideration. If the Contractor has an actual or potential OCI that cannot be mitigated in a manner acceptable to PBGC, the Contractor will be unable to continue performance under the contract.

11. KEY PERSONNEL MINIMUM QUALIFICATIONS

Key personnel collectively must possess the required knowledge, expertise, qualifications, and skills to meet the requirements outlined in the PWS. Key personnel for this effort include a Team Lead and Deputy Team Lead.

11.1 The Team Lead must have at least ten (10) years of experience as a Team Lead (“Engagement

Director,” “Senior Managing Director,” “Partner,” “Principal” or equivalent) at either a restructuring or an investment banking firm with a restructuring advisory practice.

11.2 The Deputy Team Lead must have at least five (5) years of experience as a Managing Director at either a restructuring or investment banking firm with a restructuring advisory practice.

11.3 Relevant experience for both the Team Lead and Deputy Team Lead must be in transactions where the debtor, company, or client had funded debt of $1 billion or greater (in lieu of market cap). Key personnel must collectively possess the following:

11.3.1 Substantial experience in working with corporate transactions with firms that have large capitalizations, specifically over $1 billion in funded debt in lieu of market cap.

11.3.2 Experience involving companies in the healthcare industry.

11.3.3 Extensive experience with valuations, liquidity analysis, restructuring transactions, including both in- court and out-of-court, which may involve the sale of assets, debt-for-debt, debt-for-equity swaps, or other strategic corporate transactions designed to alter a company’s capital structure.

11.3.4 Significant debtor, creditor, or creditor committee advisory work over the last ten (10) years.

11.3.5 Has led or co-led at least three (3) significant bankruptcies in the past five (5) years.

11.3.6 Experience in valuation and litigation support. Experience as shown through previous engagements of key personnel involving valuations in contentious engagements, being an expert witness (or assisting in selection of an expert witness), and providing litigation support in at least one significant bankruptcy.

11.3.7 Experience with PBGC’s terminations process.

11.4 PBGC reserves the right to cancel award of the contract if any of the key personnel named in the Contractor’s quote is replaced prior to the start of the contract. Therefore, no changes to proposed Key Personnel, the Team Lead and Deputy Team Lead (or equivalent), may occur between the submission of the Contractor’s quote and contract award. (See PBGC FAR Supplement (PBGCFARS) clause 52.237-7000, Key Personnel.)

12. ADDITIONAL CONTRACTOR REQUIREMENTS

12.1 The Contractor is required to be available during PBGC’s core business hours (9am – 3pm Eastern Time (ET)) Monday through Friday, except Federal holidays.

12.2 Pursuant to Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d) as amended by P.L.

105-220 under Title IV (Rehabilitation Act Amendments of 1998) all Electronic and Information Technology (EIT) developed, procured, maintained and/or used under this contract must be in compliance with the “Electronic and Information Technology Accessibility Standards” set forth by the Architectural and Transportation Barriers Compliance Board (also referred to as the “Access Board”) in 36 CFR Part 1194. The complete text of Section 508 Standards can be accessed at http://www.access-board.gov/ or at http://www.section508.gov.

http://www.section508.gov/