Reconciliation of GAAP Measures to Non-GAAP Measures
WELL CAPITALIZED FOR FUTURE GROWTH¹
External Financing Sources
■
Debt
$4.00 billion senior secured facilities
allocated and priced
▪ $990 million notes issued
Cash
Net Debt
Convertible
Preferred
Equity
■ $2.15 billion commitment from Bain
Capital, $750 million of which has
been received
■
Coupon: 5%, 4-year payable-in-kind,
cash pay option thereafter
■ Conversion price of $85.00 per share
(1) Reflects, as of 6/30/2022, proforma combined EBITDA at 6/30/22,
including $250 million of cost synergies. Cash is reflected proforma
combined for 6/30/22 with adjustments made for closing transactions.
COHERENT
Pro Forma Leverage
Total Debt
$5.0 billion
3.6x (1)
$0.8 billion
$4.2 billion
3.0x (1)
PF Combined
TTM Adj
$1,407 million (incl. $250M
synergies)
EBITDA
Fully-Diluted Shares
II-VI basic shares
106.5M
Stock comp shares
5.8M
Series A preferred debt.
8.9M
Convertible debt
7.3M
Shares issued to Coherent
22.6M
Series B preferred
25.9M
Pro forma FDSO
177.0M
25
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