Evercore Investment Banking Pitch Book
Implied 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
LibertyView entire presentation