Going Private Transactions

USGF has significant experience investing in securities to fund the repurchase of registered securities. De-listing and de-registration transactions that result in substantial savings, through the elimination of "public company" expenses and transfer ownership and control to existing management, are particularly attractive to us.

With the advent of Sarbanes-Oxley and other expanded regulatory constraints enacted in the wake of recent corporate abuses, the cost of "being a public company" has skyrocketed. Many estimate this cost to now be approaching $1 million annually. As a result of these increased costs and the reduction in coverage from analysts, the economic threshold for being a public company has increased.

Most would say that public companies with a market capitalization of less than $100 million are below that economic threshold -- some estimate the threshold to be as high as $500 million.

Today, there are more than 2,000 public companies that fall below this economic threshold. When the management of a public company determines that the listing of its securities on a public exchange (i.e. NYSE, NASDAQ, AMEX):

1. no longer provides liquidity for their current shareholders, and
2. does not result in trading at a market price that would represent an attractive price to raise future capital, and
3. substantial cost savings can be achieved by jettisoning their listing on a public exchange, then

as responsible stewards and fiduciaries for their shareholders, management should consider taking their company private.

The people of USGF have significant experience with "Going Private" transactions and can help management explore the legal, financial, shareholder, employee and vendor issues that must be considered. USGF has assembled a team of experienced attorneys, advisors and public relations professionals, and we are most interested in investing in selected "Going Private" transactions.