Bank of America Investment Banking Pitch Book
Appendix
Tender Offer Precedents
Select Precedents
Date
Announced
20
5/29/2018
6/2/2017
5/18/2017
Parent
CVR
Energy
Source:
ENERGY
TRANSFER
MLP
CVR
refining
WORLD
POINT
TERMSL
PennTex
MIDSTREAM PARTNERS
Market Cap Prior
to Announcement
(SMM)
$3,262
$690
$598
Transaction Tender
Close Date Days to Close
1/28/2019
6/20/2017
6/30/2017
167
13
SIRE: Right to Acquire Limited Partner Interests
31
Tender
Parent
Parent Limited Limited Call
Deal Size Tender Tender Conflicts Board Ownership Ownership Right Size Right
(SMM) Consideration Premium Committee Approval Before Tender After Tender (SMM) Consideration
$1,027
$159
$414
$27.63
(CVI Shares)
$17.30
(Cash)
$20.00
(Cash)
25.0%
5.8%
20.1%
Company filings, Wall Street Research and FactSet.
Calculated as exercise price divided by unit price on day prior to announcement that limited call right would be exercised minus 1.
X
X
69.8%
73.6%
32.4%
84.5%
91.2%
92.0%
$241
$53
$33
$10.50
(Cash)
$17.30
(Cash)
$20.00
(Cash)
all
Limited Call
Right Exercise
(1)
Premium
(3.9%)
0.1%
"Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total
Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in
whole or in part to the Partnership, beneficial owners or any Affiliate of the General Partner, exercisable at its option, to purchase all, but not
less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at
the greater of (x) the Current Market Price as of the date three Business Days prior to the date that the notice described in Section 15.1(b) is
mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased
during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed."
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