Steven K. Humke

Undergraduate School
Bachelor of Arts, Duke University
Graduated in 1981

Law School
University of Chicago Law School
Graduated in 1985

Professional Experience:
Steve Humke is a senior corporate lawyer with extensive experience in negotiating, managing and completing complex business and financing transactions. Most of his clients are entrepreneurs, but he also represents several private equity firms and has played a role in many of the larger business transactions completed in Indiana during the past decade.

Many of his clients do not employ in-house counsel and Steve serves as the primary legal advisor to the board of directors and CEOs of these companies. He serves both as lead lawyer on issues involving commercial contracts, financing, corporate governance and acquisitions/joint ventures and manages the legal projects involving litigation, labor and employment matters and other issues outside his areas of substantive experience.

Humke advises his clients in obtaining financing through a variety of alternative funding sources, including equity capital, mezzanine capital, and senior loans. He has led a variety of transactions, ranging from relatively straightforward "friends and family" equity rounds and senior loan financings to larger equity raises with venture capital funds in amounts ranging from $2 million to $85 million, to multi-tiered equity and debt financings involving equity, senior debt and mezzanine debt tranches, to initial public offerings and Rule 144A debt placements. Humke has participated in approximately 30 venture capital financings, 12 IPO's, 4 144A transactions and 60 private equity or debt placements in the past 15 years.

He also is an active mergers and acquisitions lawyer, with a particular focus on middle-market deals. He has participated in more than 100 completed transactions and has led approximately 75 transactions since 2002, representing the buyer about 50 percent of the time and the seller about 50 percent of the time. Approximately 40 percent of the transactions have involved private equity funds and the remaining 60 percent have involved strategic buyers. Transaction sizes have ranged from less than $50 million to $3.8 billion, with the majority being $100 million or less, and have involved companies in various industries including business services, consumer products, manufacturing, construction and building materials, agri-business, as well as software and technology.

Humke graduated summa cum laude from Duke University in 1981. He is a member of Phi Beta Kappa. Between college and law school he practiced as a certified public accountant. He graduated cum laude from the University of Chicago Law School in 1985. He spent the first seven years of his practice in Washington, D.C. where he spent the bulk of his time in New York City conference rooms negotiating, structuring and documenting large transactions. He returned to the Midwest in 1992 with the goal of becoming more involved in participating in the strategic decisions that drive transactions, not simply documenting them.

He currently serves on the board of directors for the Indiana Association for Corporate Growth, the premier global association for professionals involved in corporate growth, corporate development, and mergers and acquisitions. He previously served as a member of ACG's national board.

Humke has been selected for inclusion in the Best Lawyers in America and was named to the Indiana Super Lawyers list each year since 2004. In 2007, he was profiled by Super Lawyers for his work on the Indiana Toll Road transaction, one of the first and largest public infrastructure transactions in U.S. highway history. In addition, he has been recognized by Chambers USA as one of the leading attorneys in corporate/mergers and acquisitions.

In his free time he enjoys reading American history, about which he knows a good deal, and playing golf, about which he knows nothing. He lives in Indianapolis with his wife Lisa, daughter Rachael, two cats, four dogs and one horse. He is admitted to practice law in the state of Indiana and in Washington, D.C.

Professional Associations:
Member, Indiana State Bar Association
Member, District of Columbia Bar Association

Special Certifications:
Practiced as a Certified Public Accountant Between College and Law School.

Awards and Recognitions:
Leading Lawyer, Chambers USA: America's Leading Lawyers for Business, 2003-2011
Best Lawyers in America, Corporate Law, 2006, 2009, 2010 and 2011
Best Lawyers in America, Mergers and Acquisitions, 2007-2011
Indiana Super Lawyer, 2004-2011

Speaking Engagements:
Gives frequent speeches on topics of interest to growth companies, including choice of entity, negotiating transactions, and structuring venture capital and private equity financings.

Community Involvement:
Former Director, The Villages
Former Director, TechPoint Foundation
Alumni, Stanley K. Lacy Executive Leadership Series, Class XXI
Past President, Indiana Chapter, Association for Corporate Growth
Director, Indiana Chapter, Association for Corporate Growth
Former Director, National Board of Directors, Association for Corporate Growth
Board of Visitors, Butler University

Representative Transactions:
Clients included:

A financial services company in a unit purchase of payment plan provider for vehicle service contracts

Cardinal Ventures, LLC in sale of BFG Supply, LLC

Cardinal Equity Partners, LLC, an Indianapolis-based private equity fund, in sale of Advanced Physical Therapy to APT Holdings, LLC

Lineage Capital, LLC, a Boston private equity fund, in the sale of Resource Label Group, a Tennessee-based company that manufactures labels

Indiana Finance Authority in 30-year take-down agreement for purchase of 36 million BTU annually of Substitute Natural Gas from to-be-constructed coal gasification facility

Cardinal Equity Partners, in acquisition of Minneapolis-based Motion Tech Automation

Lineage Capital in acquisition of LifeSafer, a Cincinnati-based company that manufactures and sells equipment used to restrict use of automobiles by persons under the influence

ExactTarget, Inc. in purchase of Co-Tweet, Inc.

Lineage Capital in investment in MudPie, an Atlanta consumer collectibles company

Owners of Advanced Physical Therapy in sale of 80 percent interest to Cardinal Equity Partners, LLC

Irwin Financial Corp. in multiple asset sale transactions worth $1.6 billion

An Indiana-based private equity fund in $50 million limited partnership offering

A private equity search fund in $32 million acquisition of food redistribution business

A Phoenix, Arizona-based passenger car rental company in $80 million merger with Oklahoma-based car rental company

Remy, Inc. in $150 million sale of engine remanufacturing division to Caterpillar, Inc.

Australian Gold, Inc. in sale to private equity buyer (price not disclosed)

Indiana Finance Authority in $3.8 billion lease of Indiana Toll Road

Crossmann Communities, Inc. (NASDAQ: CROS) in $600 million sale to Beazer Homes USA, Inc. (NYSE: BZH)

Reynolds, Inc. in $120 million sale to Layne Christensen Company (NASDAQ: LAYN)

Baker-Hill Corporation in sale to Experian (terms not disclosed)

hhgregg and shareholders in $310 million buy-out of family shareholders not involved in company

Made2Manage Systems, Inc. (NASDAQ: MTMS) in sale to Battery Ventures, L.P., a Massachusetts-based private equity firm for approximately $35 million

Monument Capital Partners 2, LP and management in purchase of Foam Rubber Products, Inc.

Crossmann Communities, Inc. (NASDAQ: CROS) in add-on multiple acquisitions of homebuilders between 1995 and 2001

Internal Committees:
Former Chair, Attorney Evaluation Committee
Chair, Strategic Planning Committee
Vice-Chair, Business Group

Services:

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