DISCLOSURES

Investment banking services are provided by Harris Williams LLC (“Harris Williams”). Harris Williams is a registered broker‐dealer and member of FINRA and SIPC. Harris Williams & Co. Ltd is a private limited company incorporated under English law with its registered office at 8th Floor, 20 Farringdon Street, London EC4A 4AB, UK, registered with the Registrar of Companies for England and Wales, registration number 07078852. Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. Corporate Finance Advisors GmbH is registered in the commercial register of the local court of Frankfurt am Main, Germany, under HRB 107540. The registered address is Bockenheimer Landstrasse 33‐35, 60325 Frankfurt am Main, Germany (email address: hwgermany@harriswilliams.com). Geschäftsführers/Directors: Jeffery H. Perkins, Paul Poggi, VAT No. DE321666994. Harris Williams is a trade name under which Harris Williams LLC, Harris Williams & Co. Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.

The information and views contained in this content have been prepared in part by Harris Williams. Harris Williams is a subsidiary of PNC Bank, National Association (“PNC”), and this content also contains information and views provided by PNC .  This content does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate any investment or potential transaction. This content is not a research report, as such term is defined by applicable law and regulations, and is provided for informational purposes only. Any and all information, including estimates, projections and other forward‐looking statements, presented in this document may involve various assumptions and significant elements of subjective judgment and analysis that may or may not be correct. Harris Williams has not independently verified, and neither Harris Williams nor any other person will independently verify, any of the information, estimates, projections or forward‐looking statements contained herein or the assumptions on which they are based. The information contained in this document is made as of the date hereof unless stated otherwise. Harris Williams does not expect to update or otherwise revise this document nor provide any additional information, nor correct any inaccuracies herein which may become apparent.

This content is intended for institutional use only and should not be relied upon by retail investors or members of the general public. The information contained herein is believed by Harris Williams to be reliable but Harris Williams makes no representation or warranty as to the accuracy or completeness of such information, and information contained herein that is based on material prepared by others may involve significant elements of subjective judgment and analysis which may or may not be correct. Opinions, estimates and projections contained herein constitute Harris Williams’ judgment and are subject to change without notice.

This content is not to be construed as investment advice an offer to buy or sell or a solicitation of an offer to buy or sell any financial instruments or to participate in any particular transaction, nor shall this content form the basis of any contract. It does not constitute and should not be construed as an endorsement or recommendation of any entities’ products or services.

No part of this material may be copied or duplicated in any form or by any means, or redistributed, without Harris Williams’ prior written consent.

BUSINESS CONTINUITY PLAN
HW’s policy is to respond to a Significant Business Disruption by safeguarding employees’ lives and firm property, making a financial and operational assessment, quickly recovering and resuming operations, protecting all of the firm’s books and records and continuing to conduct its business.
 
This plan contemplates two kinds of Significant Business Disruptions (SBD), internal and external.  Internal SBDs affect only a single location’s ability to communicate and do business, for example, a fire in an office building.  External SBDs prevent the operation of the securities markets or a number of firms; for example, a significant epidemic or a pandemic, including an influenza pandemic, a terrorist attack, a city flood, or a wide-scale, regional disruption. Response to an external SBD would be very similar to that for an internal SBD since HW does not trade securities and, therefore, does not rely on other organizations (such as clearing firms) to accomplish its work.

HW has deployed technology to enable its employees to work with flexibility and effectiveness from remote locations.  Thus, in the event of an SBD that results in the loss of a particular facility, HW employees have the ability to work from remote locations (homes, temporary office space, hotels, etc.). 

Since HW's business is purely advisory, the firm does not hold any customer accounts, nor does it engage in transactions on its own or its clients’ behalf.  HW provides investment banking advisory services only.  HW does not maintain custody of any funds or securities, nor does HW direct any such to a clearing firm.

Electronic data is managed, replicated and backed up offsite at two secure facilities containing redundant power and cooling to sustain operations. Harris Williams backs up its electronic records daily.  In the event of an internal or external SBD and the primary location is inoperable, the firm will continue operations from its backup site or an alternate location.  For the loss of electronic records, HW will recover data from its backup site, or, if the primary site is inoperable, continue operations from the backup site or an alternate location.

In the event of a SBD, HW will immediately identify how to communicate with its customers, employees, critical business constituents and regulators.  Although the effects of an SBD will determine the means of alternative communication, the communications options HW will employ will include telephone voice mail, secure e-mail, etc.  HW will also post contact information on its website. 

PATRIOT ACT
Under Section 326 of the USA PATRIOT Act, HW and its affiliates are required to verify the identity of their clients. HW utilizes the services of outside vendors, such as World Check, to assist with this government-mandated requirement.

REGULATORY INFORMATION

Harris Williams LLC is a registered broker-dealer and member of FINRA and SIPC. Harris Williams & Co. Ltd is a private limited company incorporated under English law with its registered office at 8th Floor, 20 Farringdon Street, London EC4A 4AB, UK, registered with the Registrar of Companies for England and Wales (registration number 07078852). Harris Williams & Co. Ltd is authorized and regulated by the Financial Conduct Authority. Harris Williams & Co. Corporate Finance Advisors GmbH is registered in the commercial register of the local court of Frankfurt am Main, Germany, under HRB 107540. The registered address is Bockenheimer Landstrasse 33-35, 60325 Frankfurt am Main, Germany (email address: hwgermany@harriswilliams.com). Geschäftsführer/Directors: Jeffery H. Perkins, Paul Poggi. (VAT No. DE321666994). Harris Williams is a trade name under which Harris Williams LLC, Harris Williams & Co. Ltd and Harris Williams & Co. Corporate Finance Advisors GmbH conduct business.

As an aid to the education and protection of the investing public, FINRA operates a toll-free information hotline and an Internet Website to disseminate information regarding the disciplinary history of FINRA members and their associated persons. Clients who wish to obtain a brochure which describes the FINRA Broker Check Program should contact FINRA through the hotline or via the Internet.

• Call the Broker Check Hotline at +1-800-289-9999. The hotline is open Monday through Friday, 8:00 am to 8:00 pm.
• Email FINRA through the broker check portal.
• Visit the Website: The Broker Check Program can be accessed through the Internet at https://www.finra.org/

AFFILIATION
Harris Williams LLC is a subsidiary of The PNC Financial Services Group, Inc.  The PNC Financial Services Group, Inc. and its affiliates (“PNC”) are engaged in a broad range of financial services and securities activities.  HW provides financial advisory services only and does not accept deposits, extend credit, or engage in trading on its own or its clients’ behalf. 

EQUAL EMPLOYMENT OPPORTUNITY
It is the policy of The PNC Financial Services Group, Inc. ("PNC") to affirmatively implement equal opportunity to all qualified applicants and existing employees without regard to race, color, religion, national origin, gender, sexual orientation, gender identity/expression, age, ancestry, marital status, genetic information, family medical history, disability, protected veteran status, or any other basis that would be in violation of any applicable ordinance or law. Protected veterans include disabled veterans, active duty wartime or campaign badge veterans, recently separated veterans and Armed Forces service medal veterans. All aspects of employment including recruitment, selection, hiring, training, transfer, promotion, termination, compensation, and benefits conform to this basic policy in order to further the principles of equal employment opportunity and affirmative action.

CONTACT US
If you have any questions on this policy, please notify us at Harris Williams, 1001 Haxall Point, 9th Floor, Richmond, Virginia 23219; email: info@harriswilliams.com; and facsimile: +1 (804) 648-0073. 

POLICY CHANGES
We reserve the right to change our Disclosures at any time. 

Date of last update or revision: August 5, 2020