Goldman Sachs Investment Banking Pitch Book
Goldman
Sachs
▸ Illustrative Leveraged Buyout Analysis
Based on 9/21 Case Financial Projections
(US$ in millions, except per share amounts)
Extant Cash
Rollover Notes
Rollover Structured Financing Debt
New $3 billion ABL
New Term Loan A
New Term Loan B
New Secured Bond
New Unsecured Guaranteed Notes
Total New Debt
MD Rollover at $15.00 per share
Southeastern AM Rollover at $15.00 per share
New Sponsor Equity
Total Illustrative Sources
Purchase % Implied
Share Price
Premium
$ 13.00
$14.00
$15.00
$ 16.00
$ 17.00
37%
Illustrative Sources
58%
69%
80%
Implied LTM
Assumes 21% Non-GAAP Tax Rate
EBITDA
Entry
Multiple
3.8 x
PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW
INVESTMENT BANKING
DIVISION
4.2 x
4.6 x
4.9 x
5.3 x
3.8 x
28.1%
226%
18.2%
4.2 x
11.6%
30.4%
20.4%
146% 16.7%
24.8% 28.9%
13.6 %
32.6%
22.4 %
Illustrative Sources and Uses
% of
Total
18.7%
$13,538
5,996
1,427
15.5%
2,000
1,500
3,000
2,500
3,500
$ 12,500
8.3
4.5
OID
11.2
Tax on Cash Repatriation
Total Illustrative Uses
100.0 %
Illustrative Returns Analysis to New Sponsor
Implied LTM EBITDA Exit Multiple
4.6 x
4.9 X
5.3 x
3,674
1,989
4,918
$44,042
34.6%
30.7%
13.6
3.2
4.5
3.4
6.8
5.7
7.9
28.4
20.5%
17.3%
36.6%
24.3% 26.1%
28.9% 30.7% 32.5%
22.3%
19.0%
5.7 x
38.5 %
12.8% 14.6% 16.2%
27,8%
24.0%
20.7%
Illustrative Uses
Equity Purchase Price at $15.00 per share
Assumed Existing Notes
Assumed Existing Structured Financing Debt
Refi Commercial Paper
Total Purchase Price Excluding Cash
Minimum Cash
Advisory Fees
Consulting / Legal
Financing Fees
17.8%
Purchase % Implied
Share Price Premium
$ 13.00
$ 14.00
$15.00
$ 16.00
$17.00
37%
$ 18,00
48%
58%
69%
80%
Assumes 30% Non-GAAP Tax Rate
90%
Implied LTM
EBITDA
Entry
Multiple
3.8 x
4.2 x
46 x
4.9 x
5.3 x
3.8 x
5.7 x
25.9 %
20.5%
16.2%
12.7 %
4.2 x
71%
28.4%
22.9%
18.5%
14.9 %
4.6 x
92%
$ 26,080
5,996
1,427
1,018
34,521
30.7%
2,463
$44,042
4.9 x
32.9%
Implied LTM EBITDA Exit Multiple
5.3 x
20.7% 22.7%
6,500
75
50
403
30
25.1% 27.2% 29.2%
17.0% 19.0%
11.9% 13.9% 15.8%
35.0%
11.2% 13.1 %
24.6%
20.8 %
17.6%
% of
Total
59.2 %
13.6
3.2
2.3
78.4
$ 18.00
90%
5.7 x
9.0% 110%
Source Management and company reports
Note: Based on managements non-GAAP tax rate estimate of 21.0%
Assumes an illustrative purchase price of $15.00 per share based on a 58% premium to the current share price of $9.47
2 Financing fees estimated based on fees of 2.5% for the new ABL and Term Loans A and B and fees of 4.0% on new high yield bonds and notes
Based on an estimated OID of 99 for the new Term Loan B
ustative fax on offshore cash repatriation estimated by assuming that $7.0 billion of offshore cash, representing extant cash of $13.5 billion in excess of an estimated minimum cash balance requirement of $6.5 billion, is repatriated
and subject to a 35.0% tax rate
Assumes that MD and Southeastem Asset Management roll 100% of their existing equity stakes in the transaction
14.8%
14.8
0.2
0.1
0.9
0.1
5.6
100.0 %
5.7 x
31.0 %
26.4%
22.6%
19.3 %
16.5%View entire presentation