Credit Suisse Investment Banking Pitch Book

Made public by

sourced by PitchSend

8 of 22

Category

Financial

Published

March 2023

Slides

Transcriptions

#1| Draft March 15, 2023 CREDIT SUISSE Project Flash Board of Directors Presentation PRELIMINARY | SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter "Credit Suisse").#2Table of contents 1 Sumo Offer Terms 2 Bravo Financials 3 Valuation Analysis Appendix | Draft | 1#31 Sumo transaction terms summary Consideration Closing conditions Other ▪ Class A and Class C common stock (excluding stock currently owned by Sumo): $1.40 per share in cash ▪ Equity Awards ■ Company warrants: will be paid warrant price (Black Scholes value) in cash upon exercise ▪ FedEx warrants: vested warrants eligible to receive cash consideration but merger consideration below exercise price ■ Vested in-the-money options and vested RSUS will receive cash consideration less exercise price, if applicable ■ Unvested in-the-money options, RSAS and unvested RSUS will be converted to cash award (with same vesting terms and conditions as current awards) – All options (vested or unvested) out-of-money will be cancelled - - Unvested RSAs will be converted into a cash award that will be subject to the same vesting terms and conditions associated with the RSAs ▪ Shareholder Approval via simple majority vote Expiration of HSR Waiting Period - Vested RSUS will be cashed out for the Merger Consideration - Unvested RSUS will be converted into a cash award that will be subject to the same vesting terms and conditions associated with such RSUS ■ Up to $60m interim financing from Sumo between signing and closing Customary no solicitation ▪ Provisions allowing Berkshire Grey to terminate the agreement to accept a superior offer Company termination fee: [3%] of equity value ▪ Outside date: [9 months from signing with 3-month regulatory extension for regulatory clearance] ▪ Voting and Support Agreements with key insider shareholders | Draft | 2#42 Projected financial summary - Bravo management projections Calendar year ended 2028E ($ in millions) Total revenue % growth EBITDA (burdened w/ SBC) % margin EBIT % margin Capital expenditures % of sales (Increase) / decrease in NWC Source: Bravo management. 2020A $35 ($61) n.m. Historical 2021A $51 46.0% ($162) n.m. ($164) n.m. ($4) 2022A ($2) $69 36.5% ($107) n.m. ($111) n.m. ($3) (8.0%) (4.8%) $2 2023E $101 45.1% n.m. ($119) ($116) ($100) n.m. ($2) (2.0%) 2024E ($15) $168 66.6% n.m. ($104) n.m. ($4) 2025E ($0) $282 68.1% ($59) n.m. ($64) n.m. ($5) 2026E ($5) $436 54.4% ($7) n.m. ($13) n.m. (2.4%) (1.8%) (1.1%) ($5) ($3) 2027E $639 46.7% $67 10.5% $59 9.3% ($8) (1.2%) ($10) $767 20.0% $93 12.1% $83 10.9% ($9) (1.1%) ($16) 2029E $882 15.0% $120 13.7% $110 12.4% ($10) (1.1%) ($15) 2030E $970 10.0% $148 15.3% $136 14.0% ($11) (1.1%) ($12) 2031E $1,043 7.5% $176 16.8% $163 15.6% ($12) 2032E ($10) $1,095 5.0% $202 18.4% $188 17.2% ($13) 2033E ($8) $1,128 3.0% $226 20.0% $212 18.8% (1.1%) (1.1%) (1.2%) ($14) ($7) CAGR '22-'33E 28.8% n.m. n.m. | Draft | 3#52 Review of Bravo projected cash needs Cash balance over time ($ in millions) Quarterly / Annual cash burn(1). Source: (1) ($157) ($107) ($45) ($30) ($33) ($25) ($29) ($24) ($30) ($21) ($28) ($11) $171 $64 $19 2023: ($133) ($11) FY'21 FY'22 Q1 Q2 ($44) 2023 ($68) Bravo management. Defined as NOPAT + D&A - capex +/- change in NWC. I 2024: ($104) ($97) Q3 Q4 Q1 Q2 ($121) ($151) ($172) Q3 Q4 2024 ($12) ($17) 2025: ($68) ($200) ($212) ($224) ($241) 2025 ($14) $4 Q1 Q2 Q3 Q4 Q1 ($5) $0 2026: ($14) Q2 ($255)($250) ($255)($255)($258) ($3) 2026 $23 ($10) 2027: $32 ($235) ($246) Q3 Q4 Q1 Q2 Q3 Q4 Total financing requirements $23 2027 ($223) | Draft | 4#63 Summary analytical methodologies Discounted cash flow analysis Selected companies analysis Each methodology yields an implied range of values for Bravo Selected transactions analysis For the purpose of its analysis, Credit Suisse compared the cash consideration per share indicated in draft merger agreement with the ranges of values for one share of Bravo as implied by these methodologies. | Draft | 5#73 Preliminary Bravo standalone financial analyses Overview of key assumptions: ■ Selected companies analysis: - 2.0x-5.0x 2023E Revenue ■ Selected transactions analysis: 4.0x-8.0x 2022A Revenue ■ Discounted cash flow analysis: (1) (2) 13.0% -16.0% WACC 2.0% - 4.0% terminal value perpetuity growth rate Agreement ([3/10]): $1.40 ($ in millions except per share values) Implied equity value (²) Implied enterprise value Implied share price Implied multiples (EV) FY 2022A Revenue FY 2023E Revenue FY 2024E Revenue FY 2027E EBITDA Metric: -- $69 I I | $101 $168 $67 Selected companies Selected transactions analysis analysis $260 201 $0.98 2.9x 2.0x 1.2x 3.0x L $2.03 $0.98 Primary methodologies Without PIPE financing $562 504 $2.03 7.3x 5.0x I 3.0x 7.5x $336 278 $1.26 r 4.0x -- 2.8x 1.7x 4.1x $2.20 $1.26 $614 $274 555 216 $2.20 $1.04 8.0x 5.5x 3.3x 8.3x Discounted cash flow analysis incl. tax benefits w/o S382 limitation - 3.1x 2.1x 1.3x 3.2x $2.08 $1.26 $1.04 $0.77 7.3x 5.0x 3.0x 7.6x Discounted cash flow analysis incl. tax benefits w/ S382 limitation I L $567 $248 509 189 $2.08 $0.94 2.7x 1.9x 1.1x 2.8x $1.96 With $200m PIPE financing (¹) $4.12 $1.20 $0.94 $0.72 Reference data - I $533 475 $1.96 6.8x 4.7x 2.8x 7.1x Source: Company filings, Bravo management, FactSet as of 3/14/23, IRS bulletin as of 2/23. Note: Share price based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUS, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Assumes a treasury stock method for purposes of calculations. Assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/14/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. Per Bravo management, corporate adjustments based on $64m of cash as of 12/31/22. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. 52-week high / low (reference only) $135 76 $0.51 1.1x 0.8x 0.5x 1.1x $0.51 - $1,204 1,146 $4.12 16.5x 11.4x 6.8x 17.1x | Draft | 6#83 Selected companies analysis ($ in millions, except per share values) Company Berkshire Grey (consensus) Berkshire Grey (management) (2) Emerging industrial technology Desktop Metal Fathom gital Markforged Sarcos Technology and Robotics Velo3D Emerging fulfillment technology AutoStore Symbotic Automation-oriented industrial technology Cognex Hexagon Rockwell Automatic Trimble ($ in millions, except per share amounts) 2023E Revenue Metric (1) (2) $101 Low Share price as of 3/14/23 2.0x Selected multiple ranges High $1.07 $1.07 $2.11 $0.77 $0.97 $0.47 $2.62 €22.68 $17.08 $48.03 NOK 114.05 $294.30 $48.45 5.0x Equity value 284 284 673 105 188 73 488 7,284 10,282 8,390 29,455 34,028 11,949 Low $201 Ent. value Mean Median Mean Median (1) Mean Median 226 226 620 420 69 (61) 416 7,602 9,885 7,949 29,801 36,182 13,228 Overall Mean Overall Median (1) Implied enterprise value EV / Revenue CY¹23E 1.9x 2.2x High $504 2.6x 2.5x 0.7x NM 3.4x 2.3x 2.5x 10.5× 8.8x 9.7x 9.7x 8.5x 5,2x 4.1x 3.5x 5.3x 4.7x 4.5x 3.4x CY'24E NM 1.3x 2.2x 2.3x 0.5x NM 2.3x 1.8x 2.3x 8.9x 5.8x 7.3x 7.3x 7.4x 4.9x 3.9x 3.3x 4.9x 4.4x 3.9x 3.3x Low EV / EBITDA $260 CY'23E NM NM NM 11.7x NM NM NM 11.7x 11.7x 22.2x NM 22.2x 22.2x 33.2x 14,2x 18.9x 13.8x 20.0x 16.5x 19.0x 16.5x CY'24E NM NM NM 10.3x NM NM NM 10.3x 10.3x 18.4x NM 18.4x 18.4x 24.8x 13.0x 17.7x 13.0x 17.1x 15.4x 16.2x 15.4x Implied equity value High CY'22E-24E CAGR EBITDA NM NM Revenue ΝΑ 55.4% $562 15.1% 6.4% 12.4% 159.0% 50.3% 48.7% 15.1% 23.1% 57.2% 40.1% 40.1% 3.0% 5.4% 7.3% 4.2% 5.0% 4.8% 33.2% 13.8% Source: Company filings and FactSet as of 3/14/23. Note: Equity value per share based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUS, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAS. Assumes a treasury stock method for purposes of calculations. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Per Bravo management. NM NM NM NM NM NM NM 34.5% NA 34.5% 34.5% 5.7% 7.8% 10.6% 5.6% 7.4% 6.7% 12.8% 7.8% EBITDA margin CY'23E NM NM NM 21.1% NM NM NM 21.1% 21.1% 47.4% 1.2% 24.3% 24.3% 25.5% 36.7% 21.9% 25.4% 27.4% 25.5% 25.6% 25.4% CY'24E NM NM NM 22.1% NM NM NM 22.1% 22.1% 48.2% 13.5% 30.8% 30.8% 30.1% 37.5% 22.2% 25.5% 28.8% 27.8% 28.4% 25.5% Implied equity value per share Low High $2.03 $0.98 | Draft | 7#93 Selected transactions analysis ($ in millions) Year Aug-22 Mar-22 Feb-22 Jul-21 Mar-21 Nov-20 Feb-20 Sep-19 Apr-19 Oct-18 Jul-16 May-16 May-15 Acquirer Mar-12 Amazon Zebra Koerber ABB CMCO Ocado Atlas Copco Shopify Sep-18 Apr-18 Apr-18 Teradyne Honeywelll Hitachi Honeywell Barnes Patricia Midea Teradyne Amazon Average Median ($ in millions, except per share amounts) 2022A Revenue Metric $69 Selected multiple ranges High 8.0x Low 4.0x Target iRobot Matrox Siemens Logistics ASTI Dorner Kindred ISRA Vision 6 River Systems JR Automation Transnorm Gimatic PIAB MiR Intelligrated Kuka Universal Robots KIVA Implied enterprise value (1) Low $278 High $555 Low Transaction value $336 $1,700 $875 $1,311 $290 $485 $262 $1,208 $456 $1,425 $494 $422 $801 $272 $1,500 $4,200 $286 $775 Implied equity value High $614 Source: Company filings, Merger Market and other public sources. Note: Equity value per share based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUS, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAs. Assumes a treasury stock method for purposes of calculations. (1) Assumes Bravo cash balance as of 12/31/22 per Bravo management. Sales $1,183 $100 529 $24 $125 $35 $162 $25 $603 $116 $55 $141 $12 $750 $2,625 $38 $100 EV / LTM Sales $1.26 1.4x 8.8x 2.5x 7.8x 3.9x 7.5x 7.5x 18.0x 2.4x 4.3x 7.7x 5.7x 22.7x 2.0x 1.6x 7.5x 7.8x 7.0x 7.5x Implied equity value per share Low High $2.20 | Draft | 8#103 Discounted cash flow analysis - excluding tax benefits ($ in millions, except per share amounts) Revenue % growth EBITDA (1) % margin (-) Depreciation EBIT (-) Taxes % tax rate NOPAT (+) Depreciation & amortization (-) Capital expenditures (-) Change in working capital Unlevered free cash flow Sensitivities Discount rate (%) (1) (2) 13.0% 14.5% 16.0% Source: Note: 2.0% ($88) 414 $326 127.0% 59 $384 268.736 $1.43 ($100) 321 $221 145.5% 59 $279 265.741 $1.05 ($111) 253 $142 178.2% 59 $201 264.920 $0.76 2022A $69 ($107) (154%) Perpetuity growth rate 3.0% ($88) 455 $367 124.0% 59 $426 269.796 $1.58 ($100) 349 $249 140.4% 59 $307 266.091 $1.16 ($111) 273 $162 168.8% 59 $220 265.176 $0.83 2023E $101 45% ($116) (115%) (4) ($119) 29% ($119) 4 (2) (15) ($133) 2024E $168 67% ($100) (59%) ($111) 296 $184 (5) ($104) 29% ($104) 5 (4) (0) ($104) 2025E $282 68% ($59) (21%) (5) ($64) 29% ($64) 5 (5) (5) ($68) Equity value per share 2026E $436 54% ($7) $243 Equity value 265.423 Fully diluted shares $0.92 Equity value per share (2%) (6) ($13) 4.0% ($88) Present value of cash flows 506 Present value of terminal value $418 Enterprise value 121.1% PV of terminal value as % of enterprise value Corporate Adjustments (2) 59 $476 Equity value 272.132 Fully diluted shares $1.75 29% ($13) 6 (5) (3) ($14) ($100) PV of cash flows 382 PV of terminal value $282 Enterprise value 135.6% PV of terminal value as % of enterprise value (2) 59 Corporate Adjustments $341 Equity value 267.372 Fully diluted shares $1.27 Equity value per share PV of cash flows PV of terminal value Enterprise value 160.3% PV of terminal value as % of enterprise value 59 Corporate Adjustments (2) Calendar year ended 2027E 2028E $639 47% $67 10% (8) $59 (17) 29% $42 8 (8) (10) $32 $767 20% $93 12% $83 (9) (24) 29% $60 9 (9) (16) $45 ■ ■ 2029E $882 15% $120 - 14% (11) $110 (31) 29% Assumptions $78 11 (10) (15) $65 2030E $970 10% $148 15% (12) $136 (39) 29% $97 12 (11) (12) $87 2031E $1,043 8% $176 17% (13) $163 (46) 29% $116 13 (12) (10) $107 2032E $1,095 5% $202 18% (13) $188 Company filings, Bravo management. Fully diluted shares based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUS, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAS. Assumes a treasury stock method for purposes of calculations. Burdened by SBC. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. (54) 29% $135 13 (13) (8) $127 Mid-year discounting convention Terminal 2033E $1,128 3% $226 10-year DCF discounted to 12/31/2022 20% (14) $212 (60) 29% $152 14 (14) (7) $145 '23E-¹32E CAGR 30% Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC ▪ Assumes 2.0% -4.0% terminal value perpetuity growth rate per Bravo management ΝΑ ▪ Assumes tax rate of 29.0% per Bravo management | Draft | 9#113 Tax benefit analysis - no S382 limitation ($ in millions, except per share amounts) EBIT Tax shielding NOLs used % tax rate Annual savings Limitation on pre-tax income for NOL usage Post-2022 NOL schedule NOL starting balance NOLS generated NOLs expired NOL usage NOL ending balance Sensitivities Discount rate (%) 13.0% 14.5% 16.0% Discount rate (%) 13.0% 14.5% 16.0% 2.0% Source: (1) (2) $91 268.736 $0.34 $82 265.741 $0.31 $73 264.920 $0.28 2.0% $1.43 $0.34 $1.77 $1.05 $0.31 $1.36 2022A $0.76 $0.28 $1.04 $601 Perpetuity growth rate 3.0% $91 269.796 $0.34 $82 266.091 $0.31 $73 265.176 $0.28 Reconciliation to total equity value per share Perpetuity growth rate 3.0% $1.58 $0.34 $1.92 $1.16 $0.31 $1.46 2023E ($119) $0.83 $0.28 $1.11 29% $601 $119 $720 4.0% $91 272.132 $0.33 $82 267.372 $0.31 $73 265.423 $0.28 4.0% 2024E ($104) 29% $720 $104 $824 2025E ($64) 29% $824 $64 $889 Implied net present value Fully diluted shares(1) Implied net present value per share Implied net present value Fully diluted shares(1) Implied net present value per share Implied net present value Fully diluted shares(1) Implied net present value per share 2026E ($13) $1.75 Equity value per share standalone DCF $0.33 Net present value per share - tax benefits $2.08 Implied total equity value per share $1.27 Equity value per share standalone DCF Net present value per share - tax benefits $0.31 $1.58 Implied total equity value per share $0.92 Equity value per share - standalone DCF $0.28 Net present value per share - tax benefits $1.19 Implied total equity value per share 29% $889 $13 $902 2027E $59 47 29% $13 $902 ■ $47 ■ Calendar year ended 2028E $83 ($47) $854 67 29% $19 $67 $854 ($67) Assumptions $788 2029E $110 88 29% $25 $88 $788 ($88) $700 2030E $136 109 29% $31 $109 $700 ($109) $591 2031E $163 130 29% $37 $130 $591 ($130) $461 2032E $188 Company filings, Bravo management, IRS bulletin as of 2/23. Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. Per Bravo management, for the purposes of computing the maximum amount of tax savings usable each year beyond 2033, top line assumed to grow at 3.0% in perpetuity with constant EBITDA and D&A margin. 151 29% $43 $151 $461 ($0) ($151) $310 2033E $212 170 29% $48 $170 ■ DCF discounted to 12/31/2022 Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 ($589.0m federal and state NOLs and $11.7m R&D tax credits) per Bravo management $310 ($1) ($170) $140 Implied net present value of tax benefits assumes full utilization of NOLs by 2034 per Bravo management (taking into account NOL expiration) (2) Limitation on pre-tax income for NOL usage is equal to 80% of pre-tax income Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes tax rate of 29.0% per Bravo management | Draft 10#123 Discounted cash flow analysis - excluding tax benefits Including $200m convertible notes issuance Calendar year ended 2027E 2028E ($ in millions, except per share amounts) Revenue % growth (1) % margin EBITDA (-) Depreciation EBIT (-) Taxes % tax rate NOPAT (+) Depreciation & amortization (-) Capital expenditures (-) Change in working capital Unlevered free cash flow Sensitivities (1) (2) Discount rate (%) 13.0% 14.5% 16.0% Source: Note: 2.0% ($88) 414 $326 127.0% 239 $564 594.916 $0.95 ($100) 321 $221 145.5% 239 $459 594.386 $0.77 ($111) 253 $142 178.2% 239 $381 593.798 $0.64 2022A $69 ($107) (154%) Perpetuity growth rate 3.0% ($88) 455 $367 124.0% 239 $606 595.078 $1.02 ($100) 349 $249 140.4% 239 $487 594.549 $0.82 ($111) 273 $162 168.8% 239 $400 593.965 $0.67 2023E $101 45% ($116) (115%) (4) ($119) 29% ($119) 4 (2) (15) ($133) 2024E $656 595,253 $1.10 ($100) 382 $282 $168 ($111) 296 $184 67% ($100) (59%) 594.141 $0.71 (5) ($104) 29% ($104) 5 (4) (0) ($104) 2025E $282 68% ($59) $423 Equity value (21%) (5) ($64) 29% ($64) 5 (5) (5) ($68) Equity value Fully diluted shares Equity value per share Equity value per share 2026E 4.0% ($88) Present value of cash flows 506 Present value of terminal value $418 Enterprise value 121.1% PV of terminal value as % of enterprise value 239 Corporate Adjustments (2) $436 54% Fully diluted shares Equity value per share ($7) (2%) PV of cash flows PV of terminal value Enterprise value 135.6% PV of terminal value as % of enterprise value (2) 239 Corporate Adjustments $521 Equity value 594.721 Fully diluted shares $0.88 (6) ($13) 29% ($13) 6 (5) (3) ($14) PV of cash flows PV of terminal value Enterprise value 160.3% PV of terminal value as % of enterprise value 239 Corporate Adjustments (2) $639 47% $67 10% (8) $59 (17) 29% $42 8 (8) (10) $32 $767 $93 20% $83 12% ■ (9) (24) 29% $60 ■ $45 ■ 9 (9) (16) 2029E $882 15% $120 14% (11) $110 (31) 29% Assumptions $78 11 (10) (15) $65 2030E $970 10% $148 15% (12) $136 (39) 29% $97 12 (11) (12) $87 2031E $1,043 8% $176 17% (13) $163 (46) 29% $116 13 (12) (10) $107 2032E $1,095 5% $202 18% (13) Company filings, Bravo management. Fully diluted shares based on current shares of 323.3m, including 242.3m common shares outstanding, 21.4m stock options, 19.5m RSUS, 14.8m of Class A common stock warrants, and 25.3m of FedEx warrants. Common shares outstanding include 2.9m unvested RSAS. Assumes a treasury stock method for purposes of calculations. Burdened by SBC. Assumes Bravo cash balance as of 12/31/22 per Bravo management. Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. $188 (54) 29% $135 13 (13) (8) $127 10-year DCF discounted to 12/31/2022 Mid-year discounting convention Terminal 2033E $1,128 3% $226 20% (14) $212 (60) 29% $152 14 (14) (7) $145 '23E-¹32E CAGR 30% ΝΑ Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes 2.0% -4.0% terminal value perpetuity growth rate per Bravo management Assumes tax rate of 29.0% per Bravo management Per Bravo management, assumes $200m convertible PIPE issued - $180m net proceeds Conversion price based on closing price as of 3/14/23 at no conversion premium 12% PIK rate Assumes conversion at end of 5-year term. | Draft | 11#133 Tax benefit analysis - no S382 limitation Including $200m convertible notes issuance Calendar year ended 2028E ($ in millions, except per share amounts) EBIT Tax shielding NOLs used % tax rate Annual savings Limitation on pre-tax income for NOL usage Post-2022 NOL schedule NOL starting balance NOLS generated NOLs expired NOL usage NOL ending balance Sensitivities Discount rate (%) 13.0% 14.5% (1) (2) 16.0% Discount rate (%) 13.0% 14.5% 16.0% Source: Note: 2.0% $91 594.916 $0.15 $82 594.386 $0.14 $73 593.798 $0.12 2.0% $0.95 $0.15 $1.10 $0.77 $0.14 $0.91 2022A $0.64 $0.12 $0.77 $601 Perpetuity growth rate 3.0% $91 595.078 $0.15 $82 594.549 $0.14 Reconciliation to total equity value per share Perpetuity growth rate 3.0% $73 593.965 $0.12 $1.02 $0.15 $1.17 $0.82 $0.14 $0.96 2023E ($119) $0.67 $0.12 $0.80 29% $601 $119 $720 4.0% $91 595.253 $0.15 $82 594.721 $0.14 $73 594.141 $0.12 2024E ($104) 29% $720 $104 $824 2025E ($64) 29% $824 $64 $889 Implied net present value Fully diluted shares(1) Implied net present value per share Implied net present value Fully diluted shares(1) Implied net present value per share Implied net present value Fully diluted shares(1) Implied net present value per share 2026E 4.0% $1.10 Equity value per share standalone DCF $0.15 Net present value per share - tax benefits $1.26 Implied total equity value per share $0.88 Equity value per share - standalone DCF $0.14 Net present value per share - tax benefits $1.01 Implied total equity value per share $0.71 Equity value per share - standalone DCF $0.12 Net present value per share - tax benefits $0.84 Implied total equity value per share ($13) 29% $889 $13 $902 2027E $59 47 29% $13 $902 ■ $47 ($47) $854 ■ $83 67 29% - $19 $67 $854 Assumptions ($67) $788 2029E $110 88 29% $25 $88 $788 ($88) $700 2030E $136 109 29% $31 $109 $700 ($109) $591 2031E $163 130 29% $37 $130 $591 ($130) $461 2032E $188 Company filings, Bravo management, IRS bulletin as of 2/23. Per Bravo management, assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/14/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. For the purposes of computing the maximum amount of tax savings usable each year beyond 2033, top line assumed to grow at 3.0% in perpetuity with constant EBITDA and D&A margin per Bravo management. 151 29% $43 $151 $461 ($0) ($151) $310 2033E $212 170 ■ DCF discounted to 12/31/2022 Mid-year discounting convention Assumes beginning tax asset balance of $600.7m as of 12/31/22 ($589.0m federal and state NOLS and $11.7m R&D tax credits) per Bravo management 29% $48 $170 $310 ($1) ($170) $140 Limitation on pre-tax income for NOL usage is equal to 80% of pre-tax income Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes tax rate of 29.0% per Bravo management Implied net present value of tax benefits assumes full utilization of NOLs by 2034 per Bravo management (taking into account NOL expiration) (2) | Draft | 12#14Appendix CREDIT SUISSE | Draft 13#15Equity value to enterprise value build Current price 03/14/23 A B D E F G Source: ($ in millions except per share amounts) Share value Total Class A common shares outstanding Total Class C common shares outstanding Shares converted from outstanding options (WAEP: $0.04) Shares converted from outstanding options (WAEP: $0.56) Shares converted from outstanding options (WAEP: $0.98) Shares converted from outstanding options (WAEP: $1.14) Shares converted from outstanding options (WAEP: $1.56) Shares converted from outstanding options (WAEP: $2.76) Shares converted from outstanding options (WAEP: $3.34) Shares converted from outstanding options (WAEP: $4.26) Shares converted from outstanding options (WAEP: $4.75) Shares converted from outstanding options (WAEP: $8.75) RSUS Shares converted from FedEx warrants (WAEP: $1.67) Fully diluted shares outstanding Equity Value (+) Value to public/private warrants (-) Cash and cash equivalents Enterprise value Bravo management, Goodwin as of 2/16/23, Bloomberg as of 3/10/23. $1.07 236.6 5.8 2.1 1.8 0.0 I I 19.5 265.8 $284 6 (64) $226 Potential offer price $1.40 236.6 5.8 2.1 2.3 0.0 2.2 19.5 268.5 $376 6 (64) $317 Commentary A 236.6m of Class A common shares Includes 2.9m unvested RSAs B 5.8m of Class C common shares F Class C common shares automatically convert into Class A common shares on a one-for-one basis in a Change of Control Treasury stock method applied to 21.4m total stock options outstanding with various WAEP 19.5m unvested RSUS E 25.3m vested FedEx warrants outstanding with WAEP of $1.67 out of money Assumes zero cash consideration at closing Includes $6m value attributable to 9.6m and 5.2m public and private warrants outstanding, respectively, at $1.40 cash offer per share. G $64m cash balance as of 12/31/22 | Draft | 14#16Bravo trading performance Price $10.00 $8.00 $5.00 $3.00 $0.00 Jul-21 Source: Company filings and FactSet as of 3/14/23. Note: VWAPs are to current date of 3/14/23. 30-day $1.75 Dec-21 45-day $1.66 Volume weighted average price 120-day $1.52 60-day $1.59 Bravo and FedEx expand robotic automation solutions relationship; grants FedEx warrants to purchase common stock ($1.78) May-22 Volume (Ms) Price 180-day $1.77 Bravo enters into $75m equity purchase agreement with Lincoln Park Capital ($1.80) 1-year $2.72 2/7: Sumo proposes to acquire all outstanding stock it does not already own at $1.30/share; Bravo share price (2/3): $1.30 Oct-22 2/10: Public disclosure of Sumo's 13D and offer; pre offer disclosure Bravo share price (2/9): $1.71 20.00 15.00 10.00 5.00 0.00 Mar-23 Volume (Ms) $1.07 | Draft | 15#17Share price performance vs. peers Since Bravo de-SPAC 225.0 200.0 175.0 150.0 125.0 100.0 75.0 50.0 25.0 BGRY Emerging industrial technology Emerging fulfillment technology Automation-oriented industrial technology S&P 500 Jul-21 BGRY De Share price change (1) Since BGRY de-SPAC (88%) (86%) 24% (29%) (10%) Emerging industrial technology 1-year uch (66%) (70%) 22% (13%) (6%) May-22 YTD 77% 6% 26% 4% 2% Emerging fulfillment technology O Automation-oriented industrial technology Source: Company filings and FactSet as of 3/14/23. Note: Emerging fulfillment technology: Symbotic and AutoStore; Emerging industrial technologies: Desktop Metal, Velo3D, Inc., Sarcos Technology and Robotics Corporations, Markforged Holding, Fathom Digital Manufacturing Corporation; Automation-oriented industrial technology: Rockwell Automation, Hexagon, Trimble, Cognex. Bravo de-SPAC closed on 7/21/21. (1) Mar-23 S&P 500 24% (10%) (29%) (86%) (88%) | Draft 16#18EV / NTM revenue vs. peers Since Bravo de-SPAC 45.0x (1) (2) 40.0x 35.0x 30.0x 25.0x 20.0x 15.0x 10.0x 5.0x BGRY Emerging industrial technology Emerging fulfillment technology (2) Automation-oriented industrial technology Nany Jul-21 poste fush BGRY Bravo de-SPAC closed on 7/21/21. Symbotic dataset excluded due to a lack of FactSet data. BGRY de-SPAC 5.2x 5.0x ΝΑ 6.2x Ma Dec-21 Average multiple Since (1) 1-year 2.3x 3.3x Lumber Emerging industrial technology 10.1x 5.4x YTD 1.6x 2.1x 10.4x 5.5x May-22 Emerging fulfillment technology Oct-22 Source: Company filings and FactSet as of 3/14/23. Note: Emerging fulfillment technology: AutoStore; Emerging industrial technologies: Desktop Metal, Velo3D, Inc., Markforged Holding, Fathom Digital Manufacturing Corporation; Automation-oriented industrial technology: Rockwell Automation, Hexagon, Trimble, Cognex. Манить сох 9.9x Automation-oriented industrial technology 5.4x 2.0x 1.6x Mar-23 | Draft | 17#19Tax benefit analysis - including S382 limitation ($ in millions, except per share amounts) EBIT Tax shielding NOLS used % tax rate Annual savings Limitation on pre-tax income for NOL usage NOL S382 usage limit Existing NOL schedule NOL starting balance NOLS expired NOL usage NOL ending balance Post-2022 NOL schedule NOL starting balance NOLS generated NOL usage NOL ending balance Sensitivities Discount rate (%) 13.0% 14.5% 16.0% Discount rate (%) 13.0% 14.5% 2.0% 16.0% $57 268.736 $0.21 $52 265.741 $0.19 $47 264.920 $0.18 2.0% $1.43 $0.21 $1.64 $1.05 $0.19 $1.25 2022A $0.76 $0.18 $0.94 Perpetuity growth rate 3.0% $57 269.796 $0.21 $52 266.091 $0.19 $47 265.176 $0.18 $1.58 $0.21 $1.79 $601 $1.16 $0.19 $1.35 Reconciliation to total equity value per share Perpetuity growth rate 3.0% $0.83 $0.18 $1.01 2023E Source: Company filings, Bravo management, IRS bulletin as of 2/23. (1) ($119) 29% $12 $601 $601 $119 $119 4.0% $57 272.132 $0.21 2024E 4.0% ($104) 29% $12 $601 $601 $119 $104 $224 2025E ($64) 29% $12 Based on fully diluted shares derived from discounted cash flow analysis excluding tax benefits. $601 $601 Implied net present value Fully diluted shares(1) Implied net present value per share $52 Implied net present value 267.372 Fully diluted shares(1) $0.19 Implied net present value per share $47 Implied net present value 265.423 Fully diluted shares(1) $0.18 Implied net present value per share $224 $64 $288 $1.75 Equity value per share - standalone DCF Net present value per share - tax benefits $0.21 $1.96 Implied total equity value per share $1.27 Equity value per share - standalone DCF $0.19 Net present value per share - tax benefits $1.47 Implied total equity value per share $0.92 Equity value per share standalone DCF $0.18 Net present value per share - tax benefits Implied total equity value per share $1.09 2026E ($13) 29% $12 $601 $601 $288 $13 $301 2027E ■ $59 I ■ 59 29% $17 $47 $12 $601 ($12) $589 Calendar year ended 2028E $301 ($47) $254 $83 Assumptions 79 29% $22 $67 $12 $589 ($12) $577 $254 ($67) $187 2029E $110 100 29% $28 $88 $12 $577 ($12) $565 $187 ($88) $99 2030E $136 111 29% $32 $109 $12 $565 ($12) $552 ■ DCF discounted to 12/31/2022 Mid-year discounting convention $99 ($99) 2031 E $163 12 29% $3 $130 $12 $552 ($12) $540 2032E $188 12 29% $3 $151 $12 $540 ($0) ($12) $528 2033E $902 $170 12 29% $3 $528 $12 $516 Limitation on pre-tax income for NOL usage is equal to 80% of pre-tax income ($1) ($12) Assumes beginning tax asset balance of $600.7m as of 12/31/22 per Bravo management ($589.0m federal and state NOLs and $11.7m R&D tax credits) Implied net present value of tax benefits assumes NOLs are fully utilized by 2055 (taking into account NOL expiration) Per Bravo management Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes tax rate of 29.0% per Bravo management NOL S382 limitation based on merger consideration of $1.40 and long-term tax-exempt rate of 3.29% | Draft 18#20Tax benefit analysis - including S382 limitation Including $200m convertible notes issuance Calendar year ended 2028E 2024E $83 ($ in millions, except per share amounts) EBIT Tax shielding NOLS used % tax rate Annual savings Limitation on pre-tax income for NOL usage NOL S382 usage limit Existing NOL schedule NOL starting balance NOLS expired NOL usage NOL ending balance Post-2022 NOL schedule NOL starting balance NOLS generated NOL usage NOL ending balance Sensitivities Discount rate (%) 13.0% 14.5% (1) 16.0% Discount rate (%) 13.0% 14.5% 16.0% Source: Note: 2.0% $57 594.916 $0.10 $52 594.386 $0.09 $47 593.798 $0.08 2.0% $0.95 $0.10 $1.04 $0.77 $0.09 $0.86 2022A $0.64 $0.08 $0.72 Perpetuity growth rate 3.0% $57 595.078 $0.10 $52 594.549 $0.09 $47 593.965 $0.08 $1.02 $0.10 $1.11 $601 $0.82 $0.09 $0.91 Reconciliation to total equity value per share Perpetuity growth rate 3.0% $0.67 $0.08 $0.75 2023E ($119) 29% $12 $601 $601 $119 $119 4.0% $57 595.253 $0.10 $52 594.721 $0.09 $47 594.141 $0.08 ($104) 29% $0.71 $0.08 $0.79 $12 $601 $601 $119 $104 $224 2025E ($64) 29% $12 $601 $601 $224 $64 $288 Implied net present value Fully diluted shares(1) Implied net present value per share Implied net present value Fully diluted shares(1) Implied net present value per share Implied net present value Fully diluted shares(1) Implied net present value per share 4.0% $1.10 Equity value per share standalone DCF $0.10 Net present value per share - tax benefits $1.20 Implied total equity value per share $0.88 Equity value per share standalone DCF $0.09 Net present value per share - tax benefits $0.96 Implied total equity value per share Equity value per share standalone DCF Net present value per share - tax benefits Implied total equity value per share 2026E ($13) 29% $12 $601 $601 $288 $13 $301 2027E ■ ■ ■ $59 ■ 59 29% $17 $47 $12 $601 ($12) $589 $301 ($47) $254 Assumptions 79 29% - $22 $67 $12 $589 ($12) $577 $254 ($67) $187 2029E $110 100 29% $28 $88 $12 $577 ($12) $565 $187 ($88) $99 2030E $136 111 29% $32 $109 $12 $565 ($12) $552 $99 ($99) DCF discounted to 12/31/2022 Mid-year discounting convention 2031 E $163 12 29% $3 $130 $12 $552 Company filings, Bravo management, IRS bulletin as of 2/23. Per Bravo management, assumes $200m convertible PIPE with $180m net proceeds, conversion price based on closing price as of 3/14/23 at no conversion premium, 12% PIK rate. Assumes conversion at end of 5-year term. Based on fully diluted shares derived from discounted cash flow analysis including $200m convertible notes issuance and excluding tax benefits. ($12) $540 2032E $188 12 29% $3 $151 $12 $540 ($0) ($12) $528 2033E $902 $170 12 29% $3 $528 $12 Limitation on pre-tax income for NOL usage is equal to 80% of pre-tax income $516 Assumes beginning tax asset balance of $600.7m as of 12/31/22 per Bravo management ($589.0m federal and state NOLs and $11.7m R&D tax credits) ($1) ($12) Implied net present value of tax benefits assumes NOLs are fully utilized by 2055 (taking into account NOL expiration) per Bravo management Assumes unlevered free cash flow projections discounted using assumed 13.0%-16.0% WACC Assumes tax rate of 29.0% per Bravo management NOL S382 limitation based on merger consideration of $1.40 and long-term tax-exempt rate of 3.29% | Draft | 19#21MetLife Credit Suisse does not provide any tax advice. Any tax statement herein regarding any U.S. federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties. Any such statement herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax advisor. These materials have been provided to you by Credit Suisse in connection with an actual or potential mandate or engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse. In addition, these materials may not be disclosed, in whole or in part, or summarized or otherwise referred to except as agreed in writing by Credit Suisse. The information used in preparing these materials was obtained from or through you or your representatives or from public sources. Credit Suisse assumes no responsibility for independent verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance (including estimates of potential cost savings and synergies) prepared by or reviewed or discussed with the managements of your company and/or other potential transaction participants or obtained from public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such managements (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). These materials were designed for use by specific persons familiar with the business and the affairs of your company and Credit Suisse assumes no obligation to update or otherwise revise these materials. Nothing contained herein should be construed as tax, accounting or legal advice. You (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. These materials have been prepared by Credit Suisse ("CS") and its affiliates for use by CS. Accordingly, any information reflected or incorporated herein, or in related materials or in ensuing transactions, may be shared in good faith by CS and its affiliates with employees of CS, its affiliates and agents in any location. Credit Suisse has adopted policies and guidelines designed to preserve the independence of its research analysts. Credit Suisse's policies prohibit employees from directly or indirectly offering a favorable research rating or specific price target, or offering to change a research rating or price target, as consideration for or an inducement to obtain business or other compensation. Credit Suisse's policies prohibit research analysts from being compensated for their involvement in investment banking transactions. Credit Suisse Securities (USA) LLC ("CSSU") does not hold an Australian Financial Services License ("AFSL") and is exempt from the requirement to hold an AFSL. CSSU is licensed and regulated by the Securities and Exchange Commission under U.S. laws, which differ from Australian laws. A copy of the terms of relevant exemptions referenced is available upon request. CSSU can only provide services to Australian clients who are "wholesale clients" within the meaning of section 761G of the Corporations Act (Cth.). CREDIT SUISSE Copyright © 2021 Credit Suisse Group AG and/or its affiliates. All rights reserved. CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, NY 10010-3629 +1 212 325 2000 www.credit-suisse.com | Draft | 20

Download to PowerPoint

Download presentation as an editable powerpoint.

Related

Sumitomo Mitsui Financial Group 2021 Financial Overview image

Sumitomo Mitsui Financial Group 2021 Financial Overview

Financial

Organic Capital Generation and IFRS Transition Outlook image

Organic Capital Generation and IFRS Transition Outlook

Financial

Acquisition of Marshall & Ilsley Corp. image

Acquisition of Marshall & Ilsley Corp.

Financial

SMBC Group's Financial and Credit Portfolio image

SMBC Group's Financial and Credit Portfolio

Financial

Blue Stripe Fund Summary image

Blue Stripe Fund Summary

Financial

BRI Performance Highlights and Green Initiatives image

BRI Performance Highlights and Green Initiatives

Financial

Latvia Stability Programme Report image

Latvia Stability Programme Report

Financial

International Banking Volume & Growth Summary image

International Banking Volume & Growth Summary

Financial