STEPHEN M. CALK - Samuel Curtis Johnson Graduate School of ...

STEPHEN M. CALK

[email protected]

CORNELL UNIVERSITY, JOHNSON GRADUATE SCHOOL OF MANAGEMENT ITHACA
Lecturer of Finance; Senior Associate Director, Career Management (12/07 – present)

I lead Johnson’s Managerial Finance Immersion, which includes teaching and organizing classes designed to

give practical examples of financial issues facing companies in a variety of industries. Topics include

shareholder activism, debt, treasury, risk management, capital structure, taxes, corporate governance, investor

relations, M&A, and Chapter 11. I also teach a variety of classes on career related issues and advise

approximately 160 students per year on careers in finance and investment banking.

ASHTON PARTNERS BOSTON
Vice President – Head of East Coast Practice (4/06 – 12/07)

Investor relations consultant to over a dozen public companies, providing financial messaging, investor targeting
and guidance on shareholder-related issues to CEOs and CFOs. Tripled Ashton’s East Coast client base during
my tenure, adding clients such as Constellation Energy, First Marblehead Corp. and Thermo Fisher. Maintained
strong relationships with numerous company executives, as well as portfolio managers, equity analysts and
investment bankers. Co-developed detailed training program for incoming analysts, the first such program in our
history, covering overall knowledge development of IR and Wall Street, as well as longer-term career
development. Regular national and regional speaker on key trends in corporate finance/investment banking and
shareholder management of newer market entrants such as hedge funds and private equity.

INTRADO INC. DENVER
Director, Investor Relations (2004 – 06)

Invited to become Intrado’s first IR professional in its 25-year history. Primary company spokesperson to

shareholders and analysts. Represented the company at investor conferences and in Wall Street relationships.

Formulated long-term messages to shareholders. Managed transition from growth to value investor base during
the company’s rebuilding phase. Cut IR vendor costs by 40%. Two-thirds of time dedicated to IR; one-third

focused on strategy and messaging. Brought M&A expertise and specific deal analysis to CEO and CFO during

season of heightened strategic activity. Helped sell company to West Corp. in April 2006.

INTREPID ADVISORS INCORPORATED DENVER
Managing Director & Sole Proprietor (2003 – 04)

Denver economy crashed. Telecom nuclear winter ensued. Rather than leave Denver, I started my own
consulting practice. Provided investor relations and capital raising advice for public and private companies,
including a $1 bn real estate project in Mexico City. Also provided finance and M&A assistance to a private real
estate investment company during its launch of a $250M fund.

CSG SYSTEMS INTERNATIONAL DENVER
Vice President, Investor Relations (2001 – 02)

Invited to this $600M software company to co-lead IR in anticipation of several company-transforming

acquisitions. Was primary company spokesperson to shareholders and analysts. Wrote investor-related collateral.

Created financial models that anticipated investor responses to strategic initiatives. Formulated company strategy

on option grants and led effort in related proxy fight. While CSG was completing two acquisitions, a major
customer filed a highly-publicized contract lawsuit which threatened the company’s long-term health. Over the

ensuing months, I managed IR through a 30% turnover of the shareholder base and a 66% decline in share price.
Pursued and secured new shareholders to better match the company’s revised growth plan.

HIGH SPEED ACCESS CORP. DENVER
Vice President, Investor Relations and Business Administration (1999 – 2001)

Shortly after taking this broadband services company public in 1999, was asked to join HSA to manage financial
relationships. Led IR, and was in-house M&A advisor on acquisitions. Performed all valuation work for
acquisitions, led due diligence and managed relationships with counsel and bankers. Led a cross-functional

STEPHEN M. CALK

business development team to identify potential mergers and alliances with other Paul Allen companies (Allen
owned 37% of HSA). Led phase-one integration of our first acquisition into HSA’s commercial operating unit.
As HSA was winding down due to the technology collapse, led a team of sales, finance, operations and legal
professionals to prepare re-negotiation of the company’s early contracts with cable clients.

LEHMAN BROTHERS INC. NEW YORK
Vice President, Investment Banking - Media and Telecommunications Group (1999)

Led investment banking teams to evaluate acquisition targets and perform valuations for M&A, IPOs and high-

yield debt offerings for telecom and media clients. Projects included Hallmark Entertainment, CD Radio (now
Sirius) and High Speed Access Corp. Joined Lehman from an eight-week stint at PaineWebber’s media

investment banking group, which was dissolved shortly after my arrival in late 1998.

UNIVERSAL STUDIOS LOS ANGELES
Director, Strategic Planning - Universal Studios Recreation Group (1997 – 98)

Invited to join Universal’s location-based entertainment group after providing banking services to them in 1996-

97. Headed a team of four strategic planning professionals that assessed potential acquisition and alliance

opportunities. These included theme park acquisitions, construction opportunities and movie rights acquisitions.

Led due diligence and, in some cases, financial valuation for the opportunities. Co-developed Universal
Recreation’s first-ever long-term strategic plan.

Led Universal’s valuation and diligence teams in the acquisition of Port Aventura, a major theme park near
Barcelona. Gained strong relationships with the Spanish equity partners during the diligence; thereafter was
asked by Universal to begin initial negotiations with the partners and government officials to define terms of a
resort development (which included five hotels and an additional Hollywood-themed park).

J.P. MORGAN NEW YORK
Associate, Investment Banking - Media and Telecommunications Group (1994 – 97)

Hired from business school to return to J.P. Morgan’s media investment banking group after serving there

during the summer of 1993.

Created models and wrote offering memoranda for corporate finance and M&A deals, including

assignments for Houghton Mifflin, The New York Times, Hearst Corp. and Westinghouse. Was primary

banking Associate for the $5 bn Westinghouse/CBS merger, and led valuation and diligence for the post-

acquisition capital structure. After the Westinghouse/CBS merger announcement, we were required to
raise $7.5 bn in a 30-day period. Was transferred to the firm’s securities arm where I wrote the offering

memorandum and coordinated the participation of more than 75 banks. Afterwards, led banking teams on

almost 20 loan syndications, including an $800M acquisition financing for MGM Studios and a $1.5 bn
project financing to build Universal Studios’ Florida theme park, Islands of Adventure.

CREDIT SUISSE FIRST BOSTON NEW YORK / HOUSTON
Analyst, Investment Banking (1990 – 92)

Performed financial analyses and valuation for M&A assignments, equity offerings, convertible offerings, public
and private debt offerings, fairness opinions and restructurings. Primarily covered the energy sector.

EDUCATION

UNIVERSITY OF CHICAGO GRADUATE SCHOOL OF BUSINESS, MBA, 1994 CHICAGO

 Concentrations in Finance and Accounting. Consultant to Price Waterhouse Corporate Finance.

COLUMBIA UNIVERSITY, BA, 1990 NEW YORK

 Major in Philosophy and Economics. Self-financed education as a professional pianist in Broadway theaters
and recording studios.

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STEPHEN M. CALK

SELECTED TRANSACTIONS AND CLIENT PROJECTS

Ashton Partners
 Clients: Arrow Electronics, Axcelis Technologies, Constellation Energy Group, Foundation Coal Holdings,

National Beverage Corp., First Marblehead Corp., Hanover Insurance Group, InterDigital Communications,
MicroFinancial Inc., RBC Bearings, Syniverse Technologies, TechTeam Global, Thermo Fisher Scientific

Intrado, Inc.
 2005-06 Advised on strategic alternatives and related proxy fight with Roy Disney’s Shamrock Activist

Fund

The Broe Companies, Inc.
 2004 Advised on formation and execution of a $250 mm real estate fund

BosqueReal Country Club
 2004 Advised on $110 mm offering of debentures for infrastructure development and debt takeout

Private Wyoming-based Energy Services Firm
 2003 Advised on capital structure alternatives and assisted in restructuring of shareholder agreements

High Speed Access Corp.
 2000 Advised on acquisition of Digital Chainsaw, a web-hosting and systems integration company
 1999 Joint-led 14.95 mm share IPO

CD Radio Inc.
 1999 Joint-led $200 mm high yield note offering
 1999 Joint-led concurrent common stock and convertible preferred stock offering

Hallmark Entertainment Company
 1999 Advisor on capital structure alternatives

Infinity Broadcasting Corporation
 1998 Co-managed (with numerous investment banks) 140 mm share IPO

Clear Channel Communications, Inc.
 1998 Co-managed 15 mm share follow-on offering of common stock

Joseph E. Seagram & Sons, Inc.
 1998 Co-managed offering of Senior Quarterly Income Debt Securities (QUIDS)

Westinghouse Electric Corporation
 1995 Strategic advisor on $5.2 bn acquisition of CBS
 1995 Co-arranged $7.5 bn syndicated financing for CBS acquisition
 1996 Co-arranged $5.5 bn syndicated financing for Infinity Broadcasting acquisition

Universal Studios
 1998 Advised on acquisition of theme park Port Aventura and negotiated terms of resort development
 1995 Arranged $1.5 bn syndicated project financing for Universal Studios Florida and Islands of Adventure

theme parks

U S WEST
 1996 Arranged $6.0 bn syndicated bank financing for Continental Cablevision merger
 1996 Co-arranged $50 mm, OPIC-guaranteed financing for Fintelco, S.A.

Metro-Goldwyn-Mayer, Inc. (MGM)
 1996 Arranged $800 mm syndicated bank facility to finance management-led buyout

Viacom Inc.
 1997 Co-arranged $6.5 bn syndicated loan and $500 mm film financing
 1996 Advised on structural alternatives relating to Viacom’s $1.45 bn investment in USA Network
 1996 Co-arranged $500 mm film financing
 1995-96 Managed exposure issues relating to Discovery Zone bankruptcy filing

Houghton Mifflin Company
 1995 Arranged $400 mm syndicated bank financing for D.C. Heath (publisher) acquisition

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STEPHEN M. CALK

 1995 Lead-managed $125 mm note issue
The New York Times Company
 1996 Arranged $300 mm syndicated bank financing for purchase of television properties
John Wiley & Sons, Inc.
 1996 Arranged $175 mm syndicated bank financing for VCH Publishing acquisition
Comcast Corporation
 1994 Strategic review of core business segments and capital structure
Hearst Corporation
 1994 Strategic review and valuation of core business segments and capital structure
Bell Communications Research, Inc. (Bellcore)
 1995 Arranged $300 mm syndicated bank financing, the company’s first syndicated transaction
Signet Bank
 1994 Advised in connection with spin-off of credit card operations
Unisys Corporation
 1994-1995 Strategic advisor and arranger of several syndicated bank financings
Guidant Corporation
 1995 Arranged $600 mm syndicated credit facility, its first since spin-off from Eli Lilly
Controladora Commercial Mexicana
 1997 Arranged $135 mm syndicated credit facility with international bank group
Tenneco Inc.
 1992 Advisor on sale of MTBE, Methanol and NGL properties to Enron Corp.
 1991 Co-manager on $500 mm note offering and $500 mm preferred stock (PERCS) offering
 1991 Lead manager on $250 mm note offering for Tenneco Credit Corporation
Wheatley TXT Corp.
 1991 Lead manager on 3.6 mm share IPO
Baker Hughes, Inc.
 1991 Secondary offering of common stock for subsidiary (BJ Services)
Panhandle Eastern Corporation
 1991 Lead manager on $109 mm offering of common stock
 1990 Lead manager on $200 mm Notes issue for subsidiary (Texas Eastern Transmission Corp.)
Kilroy Company of Texas
 1991 Sale of Houston-based exploration and production company
Arkla, Inc.
 1991 Advisor on stock exchange offer
Cooper Industries
 1991 Secondary offering of convertible exchangeable preferred shares of Robinson Family Trust
Browning-Ferris Industries
 1990 $100 mm offering of debt securities
Consolidated Natural Gas
 1991 $250 mm convertible debt offering (first convertible debt offering for a utility in 30 years)
Transco Energy
 1991 $150 mm offering of debt securities

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