Selected Transaction Descriptions

SeverCorr LLC

On September 30, 2005, GPP, serving as exclusive financial advisor to the newly created SeverCorr LLC ("SeverCorr"), successfully closed an $880-million project financing launching the world's most advanced flat rolled minimill.

The SeverCorr transaction represents the largest U.S. greenfield project financing for a start-up steel company in the last 13 years.

GPP partnered with the SteelCorr management team, a group of six steel industry executives, and successfully structured and raised the $880 million of capital necessary to engineer, build and start-up the most technologically advanced flat-rolled minimill in the world. The new company, SeverCorr (a joint venture between SteelCorr LLC and OAO Severstal), is the first flat-rolled steel minimill designed to supply exposed automotive grade steels.

Utilizing its extensive network of industry contacts, GPP assembled a world wide consortium of 25 financial and strategic investors for the SeverCorr project.

During the two-year project development process, GPP provided a wide range of specialized services to SeverCorr. GPP's services extended well beyond those typically provided by corporate finance advisory firms and included

raising the necessary seed money to allow for the SeverCorr management team to develop the project,
assisting the management team in developing, positioning and articulating the project business plan,
designing the capital structure,
marketing every facet of the capital structure to both financial and strategic investors from around the world,
structuring an extremely attractive equity participation package for the management team,
negotiating a comprehensive incentive package with various government entities including federal, state, local and foreign government agencies -- the SeverCorr incentive package is one of the largest government incentive packages ever provided to a greenfield manufacturing project,
structuring and negotiating the commercial contracts with SeverCorr's principal equipment suppliers resulting in extremely favorable payment terms and contract conditions which were readily embraced by the investment community, and
arranging agreements with critical suppliers and product offtake partners.

The SeverCorr transaction demonstrated the full complement of services that GPP is capable of providing its clients.

Millennium Steel Public Company Limited

GPP professionals, working with Siam Cement Public Company Limited ("Siam Cement"), one of the largest industrial conglomerates in Asia, designed and completed a highly successful three-way steel industry consolidation transaction. Specifically, GPP professionals advised Siam Cement on the US$500-million merger of its two wholly owned steel-making operations with those of NTS Steel Group Public Company Limited ("NTS"), creating Millennium Steel Public Company Limited. GPP professionals then assisted in listing the newly formed entity on the Stock Exchange of Thailand (ticker: MS). Concurrent with advising on the merger, GPP professionals advised NTS on its US$525-million debt restructuring, which involved creditor groups in Asia, Europe and North America.

Baosteel Group Corporation

GPP professionals acted as exclusive advisor to Baosteel, China's largest steel manufacturer, on Baosteel's North American acquisition initiative. During this effort, GPP's professionals assisted Baosteel with evaluation efforts, automotive buyer assessments and transaction negotiations.

Handan Iron & Steel, Tangshan Iron & Steel, Benxi Iron & Steel

The GPP team has assisted these leading Chinese steel manufacturers in obtaining Chinese central government approval for their facility expansion projects.

Bethlehem Steel now part of International Steel Group

GPP professionals were advisors to the Official Committee of Unsecured Creditors of Bethlehem Steel (representing in excess of US$3 billion of debt claims) in the company's successful Chapter 11 reorganization and eventual merger with International Steel Group.

Kennametal Inc.

Kennametal, with a market capitalization in excess of US$1 billion, is a global manufacturer and distributor of cutting tools, tooling systems, supplies and technical services. GPP professionals have advised Kennametal on a wide array of divestitures and capital raising transactions.

Steel Dynamics, Inc.

Steel Dynamics ("SDI"), now one of the most profitable steel companies in the world, was formed by a group of former Nucor executives in 1993. GPP professionals structured and arranged SDI's initial US$385-million project financing and assisted in the placement and distribution of more than US$600 million of expansion financing.

TIC United Corporation

GPP professionals were advisors to TIC in its Chapter 11 reorganization and led the sale of a number of TIC's subsidiaries including Atlas Foundry and Machine Company, Atlas International (China), W. Pat Crow Forgings, West Michigan Steel Foundry and Kropp Forge.

Gibraltar Steel

In addition to assisting Gibraltar Steel with follow-on equity offerings, GPP professionals assisted the company with the structuring and private placement of senior and subordinated notes.

NSM Public Company Limited

The GPP team assisted NSM, a start-up steel manufacturer in Thailand, on its US$650 million completion financing. This transaction represented the first global financing of a Thai-based company following the 1997 Asian financial crisis.