Evercore Investment Banking Pitch Book

Made public by

sourced by PitchSend

5 of 10

Creator

Evercore logo
Evercore

Category

Financial

Published

June 2020

Slides

Transcriptions

#1GCI Liberty Presentation to the Special Committee June 23, 2020 EVERCORE Confidential#2Confidential These materials have been prepared by Evercore Group L.L.C. ("Evercore") for the Special Committee of the Board of Directors (the "Committee") of GCI Liberty, Inc. ("GLIB" or the "Company") to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Committee, including from Company management, and/or other potential transaction participants, or from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or 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 prepared by or reviewed with the management of the Company and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Company. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared exclusively for the benefit and internal use of the Committee. These materials were compiled on a confidential basis for use by the Committee in evaluating the potential transaction described herein and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore (or any affiliate) to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein. EVERCORE GCI Liberty#3Summary of Liberty Broadband's Proposal to GCI Liberty Proposal was received on 6/22/20 Terms Exchange Ratio Form of Consideration Implied Price Implied Premium GLIB Series A Cumulative Redeemable Preferred Stock EVERCORE Details 0.575 Liberty Broadband (LBRD) Series C shares (non-voting) for each GCI Liberty (GLIB) Series A and Series B (voting) share held LBRD Series C Common Shares (non-voting) Confidential $74.38/share for each GLIB Series A or Series B (voting) share based on LBRD Series C (non-voting) closing price of $129.36 on 6/22/20 Implies a 8.4% premium to GLIB Series A shareholders, based on GLIB Series A closing price of $68.63 as of 6/22/20 Implies a 8.2% premium to Series B shareholders, based on GLIB Series B closing price of $68.75 as of 6/22/20 (Average daily trading volume of less than 100 shares) Aggregate premium to GLIB series A shareholders on a fully diluted basis of $623mm or $5.75 per GLIBA share Rollover into a Liberty Broadband preferred instrument with same terms ▸ No conversion rights; voting rights with common (1/3 of a vote / share) ► Dividends, payable quarterly, accrue on a daily basis at a rate of 7.00% per annum ► If GCI Liberty fails to pay dividend for any four quarterly periods, dividend rate increases by 2% annual rate until cured ▸ Mandatory redemption date of March, 2039 GCI Liberty#4Project Lotus Proposal Summary Proposal Date LBRD Series C Share Price GLIB Series A Share Price Implied Market Exchange Ratio at Proposal Date Proposal Exchange Ratio Implied GLIB Series A Offer Price Purchase Premium to GLIB at Proposal (%) Purchase Premium to GLIB at Proposal ($) Implied FDSO² Implied GLIB Purchase Price at Proposal Date Implied Economic Ownership for GLIB Shareholders Implied Voting Control for GLIB Shareholders ³ LBRD Series C Share Price GLIB Series A Share Price Proposal Exchange Ratio Implied GLIB Series A Offer Price Purchase Premium to GLIB Today (%) Purchase Premium to GLIB at Today ($) Implied FDSO² Implied GLIB Purchase Price Today LBRD Proposal 6/10/20 $132.64¹ $71.18¹ 0.537x 0.557x $73.94 3.9% $300 Source: Factset (6/22/20) 1. Reffects closing price of securities one day prior to proposal date 2. Calculated using treasury stock method with implied GLIB Series A offer price 3. Voting interest relates to 1/3 vote per share attributable to holders of GLIB series A redeemable preferred 4. Reffects closing price as of 6/22/20 EVERCORE 106.8 $7,900 29.9% 2.6% Value of Proposal Today (6/22/20) $129.36 $68.63 0.557x $72.11 5.1% $380 106.8 $7,705 GLIB Counter Proposal LBRD Counter Proposal 6/19/20 $130.58¹ $69.14 1 0.529x 0.585x $76.39 10.5% $789 106.9 $8,166 30.9% 2.6% $129.36 $68.63 0.585x $75.68 10.3% $764 Confidential 106.9 $8,088 ($ in millions) 6/22/20 $129.36³ $68.633 0.531x 0.575x $74.38 8.4% $623 106.9 $7,948 30.5% 2.6% $129.36 $68.63 0.575x $74.38 8.4% $623 106.9 $7,948 GCI Liberty#5Project Lotus Proposal Ownership Summary Votes/ Share Share Price (6/22/20) Fully Diluted Shares Outstanding Trading Value Size of Float (# Shares) Size of Float (S) 3-month Average Daily Trading Volume (# of Shares) % Total Float 3-month Average Daily Trading Volume (Smm) % Total Float (+) New LBRD Shares Issued Based on Proposal New Series A Shares New Series B Shares New Series C Shares New Preferred Shares (+) Current Existing LBRD Series A Shares (+) Current Existing LBRD Series B Shares (+) Current Existing LBRD Series C Shares (-) Canceled LBRD Series C Shares Held Within LBRD Total Pro Forma LBRD Shares GLIB Shareholder % Economic Ownership in Pro Forma LBRD GLIB Shareholder % Voting Interest in Pro Forma LBRD Liberty Management % Economic Ownership in Pro Forma LBRD Liberty Management % Voting Interest in Pro Forma LBRD Total Public Economic Ownership in Pro Forma LBRD Total Public % Voting Interest in Pro Forma LBRD GLIB Public % Economic Ownership in Pro Forma LBRD GLIB Public % Voting Interest in Pro Forma LBRD LBRD Public % Economic Ownership in Pro Forma LBRD LBRD Public % Voting Interest in Pro Forma LBRD Standalone Statistics LBRD Series C $129.36 154.0 $19,923 105.5 $13,645 Source: Factset (6/22/20) Excludes Factset float of 27.7% Series C shares held by GCF Liberty and not traded 2 Voting interest relates to 1/3 vote per share attributable to holders of GLIB series A redeemable preferred EVERCORE 0.8 0.7% $92 0.7% Pro Forma Statistics LBRD Series C Issued to GLIB Series A and GLIB Series B (LBRD Proposal) 65.5 61.4 4.1 26.5 2.5 154,0 (42.7) 205.8 30.5% 2.6%2 7.7% 49.0% 92.3% 51.0% 28.2% 2.5% 64,1% 48.6% LBRD Series A Confidential ($ in millions) 1 $127.57 26.5 $3,380 24.6 $3,133 0.2 0.6% $18 0.6% LBRD Series A Issued to GLIB Series A: LBRD Series BIssued to GLIB Series B (Alternative) 65.5 58.7 27 4.1 26.5 2.5 154.0 (42.7) 205.8 30.2% 63.1% 7.7% 38.8% 92.3% 61.2% 27.9% 42.8% 64.4% 18.4% GCI Liberty#6Implied Premium / (Discount) for LBRD Shares within GLIB Implied Valuation of LBRD from LBRD Proposal at different GCI valuations ($ in millions, except per share data) Purchase Equity and Enterprise Value Calculation LBRD Series C Share Price (6/22/20) LBRD Proposal Exchange Ratio (6/22/20) Implied Offer Price / Share from LBRD Proposal (6/22/20) GLIBA Share Price (as of 6/22/20) Implied Premium for Series A Shares GLIBB Share Price (as of 6/22/20) Implied Premium for Series B Shares Implied GLIB FDSO¹ Proposal Equity Value for GLIB GLIB Purchase Premium GLIB Purchase Premium/ Share (+) Net Debt (3/31/20)2 Proposal Enterprise Value for GLIB Assets Proposal Enterprise Value for GLIB Less: GCI Value Range3 Less: Evite at Mid-point Value* Less Lending Tree (Post-tax) 6 Less: Charter at Look-through Price within LBRD Less: NPV of Federal and Alaska State NOLS Plus, NPV of Capitalized Corporate Expense 6 Less: NPV of RHC FY16-19 Settlement 6.7 Implied Value of LBRD Shares from Proposal 5 Value of LBRD Shares (Pre-tax) (6/22/20) Implied Premium/ (Discount) on Pre-tax LBRD Less: Potential Tax Leakage to GLIB in Taxable Sale Value of LBRD Shares (Post-tax) (6/22/20) Implied Valuation of LBRD from LBRD Proposal $11,112 ($2,500) (21) (748) (2,448) (132) 465 (114) $5,614 $5,521 1.7% (843) $4,679 100.0% $11,112 ($2,600) (21) (748) 5 (2,448) (132) 465 (114) Scenarios with Different GCI Valuation Range $11,112 $11,112 ($2,700) ($2,800) (21) (21) (748) (748) (2,448) (2,448) (132) (132) 465 465 (114) (114) $5,414 $5,514 $5,521 (0.1%) (843) $4,679 99.1% $129.36 0.575× $74.38 $68.63 8.4% $68.75 8.2% 106.9 $7,948 $623 $5.75 $3,164 $11,112 $4,679 87.3% $5,521 (1.9%) (843) $5,314 $5,521 (3.8%) (843) $4,679 75.4% $11,112 ($2,900) (21) (748) (2,448) (132) 465 (114) $5,214 $5,521 (5.6%) (843) $4,679 63.5% % Deferred Tax Savings Delivered to GLIB Source: Company flings, FactSet (as of 6/22/20) Calculated using treasury stock method using offer price per share from LBRD proposal Net debt includes the 1.75% exchangeable senior debenture valued on a trading value basis of $680mm as of 6/22/20; book value as of 3/31/20 of $477mm: Includes preferred Instrument of $178mm GCI TEV range informed trading comparable analysis, precedent transactions and discounted cash flow valuation analyses Confidential $11,112 ($3,000) (21) (748) (2,448) (132) 465 (114) $5,114 $5,521 (7.4%) (843) $4,679 51.7% 1. 2 3. 4 Assumes the mid-point of Evite's value based on DCF analysis with terminal range of 1.25x to 2.25x 6 Charter share price as of 6/22/20 is $527.67, which results in look-through price within LBRD of $456.76: Calculated as (LBRD Equity Value as of 6/22/20 Plus Net Debt Plus NPV of corporate expense Minus the mid-point of Skyhook valuation) divided by 54. 1mm Charter shares within LBRD 6. Determined by Evercore based on GLIB management projections 7. Assumes 0.17% discount rate for RHC FY16-19 Settlement impact based on 1-year treasury rate on 6/22/20 EVERCORE GCI Liberty#7Implied Premium / (Discount) for LBRD Shares within GLIB with Different Exchange Ratios LBRD Series C Share Price (6/22/20) LBRD Proposal Exchange Ratio (6/22/20) Implied Offer Price / Share from LBRD Proposal (6/22/20) GLIBA Share Price (as of 6/22/20) Implied Premium for Series A Shares GLIBB Share Price (as of 6/22/20) Implied Premium for Series B Shares Implied GLIB FDSO¹ Proposal Equity Value for GLIB GLIB Purchase Premium GLIB Purchase Premium / Share (+) Net Debt (3/31/20)2 Proposal Enterprise Value for GLIB Proposal Enterprise Value for GLIB Less: GCI Value Range Less: Evite at Mid-point Value Less: LendingTree (Post-tax) 3 Assets Less: Charter at Look-through Price within LBRD 6 Less: NPV of Federal and Alaska State NOLS Plus: NPV of Capitalized Corporate Expense 5 Less: NPV of RHC FY16-19 Settlement 56 Implied Value of LBRD Shares from Proposal Purchase Equity and Enterprise Value Calculation with Different Exchange Ratios Value of LBRD Shares (Pre-tax) (6/22/20) Implied Premium / (Discount) on Pre-tax LBRD Less: Potential Tax Leakage to GLIB in Taxable Sale Value of LBRD Shares (Post-tax) (6/22/20) % Deferred Tax Savings Delivered to GLIB Implied Accretion/Dilution to LBRD NAV (%) 6. $129.36 ----- 0.575x 6 $74.38 $68.63 8.4% $68.75 8.2% 106.9 $7,948 $623 $5.75 $3,164 $11,112 Implied Valuation of LBRD from LBRD Proposal $11,112 ($2,750) (21) (748) (2,448) (132) 465 (114) $5,364 $5,521 (2.9%) (843) $4,679 81.3% 0.9% ($ in millions, except per share data) $129.36 ---- 0.580x 4100 $75.03 $68.63 9.3% $68.75 9.1% 106.9 $8,018 $693 $6.40 $3,164 $11,183 Scenarios with Different Exchange Ratios $11,183 ($2.750) (21) (748) (2,448) (132) 465 (114) $5,434 $5,521 (1.6%) (843) Confidential $4,679 89.7% 0.6% $129.36 ----- 0.585x $75.68 $68.63 10.3% $68.75 10,1% 106.9 $8,088 $764 $7.05 $3,164 $11,253 $11,253 ($2,750) (21) (748) (2,448) (132) 465 (114) Source: Company Slings, FactSet (as of 6/22/20) Note: Exchange ratios are based on proposal 1. Calculated using treasury stock method using offer price per share from LBRD proposal 2 Net debt Includes the 1.75% exchangeable senior debenture valued on a trading value basis of $680mm as of 6/22/20, book value as of 3/31/20 of $477mm; Includes preferred Instrument of $178mm 3. Assumes the mid-point of Evite's value based on DCF analysis with terminal range of 1.25x to 2.25x 4. Charter share price as of 6/22/20 is $527.67, which results in look-through price within LBRD of $456.76; Calculated as (LBRD Equity Value as of 6/22/20 Plus Net Debt Plus NPV of corporate expense Minus the mid point of Skyhook valuation) divided by 54. 1mm Charter shares within LBRD Determined by Evercore based on GLIB management projections Assumes 0.17% discount rate for RHC FY16-19 Settlement impact based on 1-year treasury rate on 6/22/20 EVERCORE $5,504 $5,521 (0.3%) (843) $4,679 98.0% 0.3% GCI Liberty#8Pro Forma LBRD NAV (Accretion / Dilution) Analysis with Different Exchange Ratios GCI valued at $2.75bn ($ in millions, except per share data) GLIBA Share Price (6/22/20) GLIB Trading Value Purchase Premium to GLIBA (%) Implied GLIBA Price per Share Implied FDSO2 GLIB Purchase Price LBROK Share Price (6/22/20) New LBRD Shares issued Exchange Ratio LBRD Pro Forma Net Asset Value LBRD Financial Assets Charter (6/22/20) Skyhook Current LBRD Total Net Debt Capitalized Corporate Expense Current LBRD Net Asset Value GLIB Financial Assets Charter (6/22/20) Lending Tree (Post-tax) GCI Value Evite Value NOL Carryforward value Pro Forma NOL Acceleration Capitalized Corporate Expense NPV of RHC FY16-19 Settlement Current GLIB Total Net Debt Synergies PF Net Asset Value 6 4. 5 Pro Forma LBRD NAV (Accretion/Dilution) Analysis under Different Exchange Ratios 6. 7. 8. $68.63 $7,325 8.4% $74.38 106.9 $7,949 $129.36 614 0.575x $28.563 29 (555) (584) $27,452 $2.827 748 2.750 21 132 0 114 (3,164) 115 $30,531 183.1 614 (42.7) 201.9 $68.63 $7,325 9.3% $75.03 106.9 $8,013 $151.25 $149.93 0.9% $129.36 62.0 0.500x $28.543 (555) (584) $27,452 Total Shares Outstanding Current LBRD Diluted Shares (+) New LBRD Shares Issued (-) Shares that GLIB Owns in LBRD Pro Forma LBRD Shares Outstanding Pro Forma Net Asset Value /Share LERD Net Asset Value / Share amplied Accretion/Dilution (%) Source: FactSet (as of 6/22/20) Note: For illustrative purposes, we have analyzed the transaction assuming stock consideration; Charter valued at share price of $527.67 as of 6/22/20 on a pre-tax basis and Lending Tree valued on a post-tax basis 1. As of 6/22/20, GLIB total FDSO is 106.7mm: Series A share price is $68.63 and has 102. 0mm shares outstanding Series 8 share price is $88.75 and has 4,7mm shares outstanding 2 Calculated using treasury stock method $2,827 748 2.750 21 132 O (465) 114 (3,164) 115 $30,531 183.1 62.0 (42.7) 202.4 3. Assumes the mid-point of Skyhook's value based on DCF analysis with terminal range of 1.5x to 3.5x Assumes the mid-point of GCI TEV range informed from the average value of trading analysis, precedent transactions and discounted cash flow valuation analyses Assumes the mid-point of Evite's value based on DCF analysis with terminal range of 1.25x to 2.25x Assumes 0.17% discount rate for RHC FY16-19 Settlement impact based on 1-year treasury rate on 6/22/20 Includes $178mm preferred stock and 1.75% exchangeable senior debenture valued on a trading value basis of $680mm as of 6/22/20, book value as of 3/31/20 of $477mm Assumes the mid-point of $3-5mm annual run-rate synergies at 6.75% WACC, 4% perpetulty growth rate and 24% LBRD effective tax rate, per GLIB management guidance EVERCORE Confidential $150.84 $149.93 $68.63 $7,325 10.3% $75.68 106.9 $8,088 $129.36 62.5 0.585x $28.563 29 (555) (584) $27,452 $2.827 748 2.750 21 132 0 (465) 114 (3.164) 115 $30,531 183.1 62.5 (42.7) 202.9 $150.44 $149.93 0.3% GCI Liberty#9Illustrative Exchange Ratio 0.80x 0.70x 0.60x 0.50x 0.40x LBRD Counter Proposal (6/22/20) GLIB Counter Proposal (6/19/20) LBRD Proposal (6/10/20) Current (6/22/20) Last Week (6/15/20) Last Month (5/22/20) Last 3 Months (3/22/20) Last 6 Months (12/22/19) Last 1 Year (6/22/19) Last 2 Years (6/22/18) Since inception (3/12/18) Mar-18 Jun-18 Based on Market Value Less Market Value of LTREE on Taxed Basis¹ LBRDK Average Share Price NA NA NA 129.36 129.83 131.63 12342 125.05 117.26 101.23 98.33 Sep-18 GLIBA Average Share Price $225.09 75.68 72.11 68.63 68.65 69.12 62.52 66.27 65.60 58.12 56.79 LTREE Average Adj. GLIBA Average Exchange Ratio Share Price Share Price Average Dec-18 NA NA NA 27646 275.88 272.77 231.92 263.66 302.30 292.56 293.22 $67.38 68.67 LBRD Counter Proposal (6/22/20) Mar-19 65.10 61.62 61.65 82.20 56.56 59.55 57.96 50.77 49.42 Jun-19 0.521x 0.531x 0.503x 0.476x 0475x 0.473x 0458x 0.475x 0495x 0.503x 0,504x LBRD Proposal Premium/ (Discount) NA NA NA 5.7% 6.0% 6.5% 10.0% Sep-19 6.0% 1.7% 0.0% (0.2%) GLIB Counter Proposal Premium/(Discount) Dec-19 NA NA NA 11.5% 11.8% 12.3% 16.0% 11.8% 7.3% 5.5% 5.2% Confidential LBRD Counter Proposal Premium/ (Discount) NA AGLIB Counter Proposal (6/19/20) 0.531x A LBRD Proposal (6/10/20) Мини Mar-20 NA Favorable ΝΑ to GLIB 9.3% 9.7% 10.2% 13.8% 9.7% 5.3% 3.5% 3.3% Jun-20 0.521x 0.503x 0.476x Favorable to LBRD Source: FactSet Note: Exchange ratio is calculated as GLIB Series A adjusted share price after impact from LendingTree divided by LBRD Series C share price; GLIB and LendingTree's historical basic shares outstanding per Factset: assumes diluted shares constant per 6/22/20 1. Assumes 27 % effective tax rate for Lending Tree and cost basis of $190mm per GLIB management guidance 2 Represents GLIBA average share price after LendingTree impact (GLIB average share price adjusted for proportional share of Lending Tree share price post-tax) EVERCORE GCI Liberty#10GLIB Preferred Stock Rollover Considerations ($ in millions) A rollover of GLIB Preferred Stock into an instrument with the same economic terms of LBRD may be beneficial to Preferred Stockholders as the pro forma company has a healthier scale, liquidity, credit profile and has a greater proportion of its value in highly liquid tradable securities Equity Value Debt / Capitalization² $7,336 1 $569 GLIB Pro forma LBRD Cash & Cash Equivalents (3/31/20) $588 $26,094 GLIB Source: FactSet (6/22/20), company fings Pro forma LBRD Note: Pro forma LBRD assumes 0.575 exchange ratio for GLIB acquisition (1) Equity value as of 6/22/20 (2) Includes GLIB preferred shares and values senior exchangeable debentures at book value of $477mm and treated as debt as of 3/31/2020 EVERCORE 9 32% GLIB 27% GLIB 14% Net Debt / Capitalization² Confidential Pro forma LBRD 12% Pro forma LBRD GCI Liberty

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