US-Canadian Cross-Border Offerings Now Within Reach of Mid-Sized Companies: Capstone Plays Key Role in The Largest Canadian IPO of 2007

    HOUSTON, June 4 /CNW/ - Houston-based Capstone Associated announced today
the exercise of an over-allotment option in what was already 2007's largest
initial public offering in Canada. Northstar Healthcare (TSX: NHC) today is
issuing an additional 1.8 million additional shares with a market value of
almost $25 million. The over-allotment option was built into the initial
public offering and is exercised only in the case of strong market demand.

    Stewart A. Feldman, Chairman and Chief Executive Officer of Houston-based
financial services boutique, Capstone (, who led
this cross-border transaction for the last two years, noted that the price of
the Northstar stock has risen more than 11% since its debut only ten trading
days ago. Northstar involved the acquisition of controlling interests in the
two largest independent ambulatory surgery centers in Houston, and their
simultaneous mid-May sale in a cross-border IPO by a Feldman-lead group.
Feldman explained: "With the underwriters' exercise of their overallotment
option, our financial role in Northstar comes to a very favorable close.
Capstone is proud of our having designed, co-financed and lead this
groundbreaking cross-border financing. And we are confident in having turned
management over to CEO and co-founder Don Kramer that Northstar will continue
on its strong growth curve." Feldman had served as Chairman and CEO of Health
Ventures, Ltd., which sponsored the surgery center roll-up and financing over
the last two years.

    Feldman's partner in Northstar transaction, Donald Kramer, M.D., is
Northstar's new CEO. Kramer founded Northstar member The Palladium for Surgery
in 2003 and grew it to become one of the largest independent surgery centers
in Houston. "Don Kramer's sophisticated marketing strategies have been the
critical element in Palladium's high growth curve. The additional share sale
evidences the Canadian market's confidence in Kramer and his Northstar team,"
commented Capstone's Harry Fleming, himself a Canadian.

    Kramer challenged Feldman more than two years ago to develop a financial
strategy for the Palladium center. After surveying various alternatives and
even though Northstar has no Canadian operations, Feldman concluded "The
Toronto Stock Exchange enabled us to achieve the greatest valuation possible.
Although Capstone and all of Northstar's operations are located in Houston,
given the size and structure of the transaction, the Canadian capital markets
offered the best alternative. Initially structured as an income trust, the
surprising and sudden change in Canadian tax law in late October by Canada's
Conservative government necessitated a change for the Northstar transaction
resulting in this innovative result. In retrospect, we were fortunate to have
been challenged to develop the successor cross border strategy to the income
trust and within two months the Northstar structure was the improved result."

    Serving as chief architects of the Northstar transaction, Feldman's
Capstone led a team of investment bankers, lawyers, and accountants from
Vancouver, Toronto, New York, Philadelphia, Houston and San Francisco in
completing this groundbreaking deal. Capstone and its affiliates employ 40
lawyers, financial professionals and support staff handling sophisticated
financial transactions. Capstone serves in a merchant banking role as
principals and advisors in complex multi-year transactions.

    Capstone's Harry Fleming further commented: "The Northstar financial
structure applies to all types of U.S. businesses which are considering a
cross border financing. Especially with the 7% appreciation of the Canadian
dollar so far this year, the Canadian market increasingly presents financing
opportunities for U.S. businesses. Our Capstone team is currently in
discussions with several other potential cross-border IPO candidates in the
energy and healthcare sectors that can benefit from this highly tax efficient,
cross border structure."

    More about Capstone

    Capstone was founded in 1998 by Feldman, and, together with its
affiliates, provides specialized financial services to owners of closely held
businesses. In addition to cross-border financings, Capstone's financial
engineering is more generally directed towards enhancing the enterprise value
of its clients' businesses. Capstone is one of the largest and most prominent
providers of turnkey services for closely-held insurance companies, having
grown since 1998 to managing fifty insurance companies with several hundred
million dollars in assets. See Related divisions
operate domestic international sales corporations (,
with another division providing specialized factoring services for long-term
financial receivables ( All of Capstone's operations
draw upon the resources of The Feldman Law Firm LLP of Houston, Texas

For further information:

For further information: Vollmer Public Relations Cassie Biscanin,
713-970-2100 or 832-215-9268 (cell) or Capstone Associated Stewart A. Feldman,

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