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C.W. Downer & Co. Advises Seattle, WA-based SMITH on a Debt Recapitalization from Comerica Bank

BOSTON, March 25, 2014 – C.W. Downer & Co., a leading global middle-market investment bank, is pleased to announce that SMITH (formerly Ascentium), a digital experience agency and global commerce server provider, has completed a debt recapitalization from Comerica Bank. The transaction closed and funded on March 14, 2014. The value of the transaction was not disclosed.

With offices in Seattle, WA, and Ottawa, ON, Canada, SMITH Co. is a leading, independent digital agency and commerce solutions provider creating and delivering digital marketing experiences and global ecommerce solutions. The Company fuses content, campaigns, commerce and communications to create the Transactional Brand Moments™ that bring lives and brands together in useful and meaningful ways. SMITH, with its premier base of industry-leading clients, employs approximately 175 individuals and conducts business on a global scale.

"One of the reasons I joined SMITH earlier this year was to assist the Company's investors, Board and senior team in successfully completing the financial restructuring and to support the firm's ambitious growth plans," said Colleen Lillie, Chief Financial Officer of SMITH. "Having a commercial banking partner like Comerica Bank is an essential part of SMITH's growth plans. The depth of experience in their Technology and Life Sciences Division resulted in their team having an extremely thorough understanding of our firm's specific cross-border and industry-specific banking needs. They understand the unique challenges growing firms like SMITH face and they worked one-on-one with the team and me to create proactive banking solutions that fit our specific needs. We also benefitted from the existing relationships our client team had with our CEO, Board Chairman and investors. We look forward to a long partnership with J.P. Michael and Doug Hollenbeck from Comerica Bank."

"Through our role as long-standing advisor to SMITH's investors, board and stakeholders, C.W. Downer has had several restructuring assignments with SMITH over the past year," said Charles DelGrande, Managing Director and head of C.W. Downer & Co.'s Technology, Media & Interactive Services (TMIS) team. "With this most recent debt recapitalization, our client has completed the last part of a multi-step restructuring and turnaround plan led by C.W. Downer. This comprehensive plan included an asset sale (the divestiture of CommercerServer.net to Sitecore in November, 2013), the hiring of a new senior management team, the retirement and transition of four founders, the establishment of a new Board of Directors, the installation of a new governance model, and a fundamental repositioning and reorganization of the business as a leading independent digital experience agency with unique global ecommerce capabilities. SMITH can now focus on growth and expansion and continue to accomplish its goals as one of North America's leading independent digital experience agencies grounded in technology."

Charles DelGrande (Managing Director) and Jon Roth (Director) advised SMITH on the recapitalization.

About Comerica Bank

Comerica Incorporated (NYSE: CMA) is a financial services company headquartered in Dallas, Texas, and strategically aligned by the Business Bank, the Retail Bank, and Wealth Management. Comerica’s nearly 9,000 colleagues focus on relationships, and helping people and businesses be successful. In addition to Texas, Comerica Bank locations can be found in Arizona, California, Florida and Michigan, with select businesses operating in several other states, as well as in Canada and Mexico. Comerica reported total assets of $65.2 billion at December 31, 2013.

About C.W. Downer & Co.

C.W. Downer & Co. is an independent, global investment bank offering middle-market clients a high level of personal attention coupled with 39 years of international execution experience. We provide insight, not just information. We generate value, not just transactions. With nine fully integrated offices on four continents, we consistently identify the most appropriate strategic buyer and uncover “hidden” acquisition targets. C.W. Downer & Co. delivers the reach of a bulge-bracket investment bank with the senior level focus of a boutique. For more information, visit http://www.cwdowner.com.

For Further Information:

Charles DelGrande, Managing Director
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C.W. Downer & Co.
+1 617 482 6200

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