Bank of America Investment Banking Pitch Book
Appendix
Illustrative LBO Analysis - Pioneer Sensitivity Case
Sources and Uses ($16.25 Offer Price)
Sources
First Lien (L+375bps)
Second Lien (8.75%)
Equity Contribution
Total Sources
Uses
Equity Purchase
Refi. Pioneer Debt (Revolver)
Fees & Expenses
Total Uses
Exit
Multiple
IRR Sensitivity to Transaction Metrics
$12.00
7.0x
25.9%
7.5x 29.2%
8.0x 32.3%
8.5x 35.1%
9.0x 37.8%
Implied LTM 2014 Multiple
8.1x
$
$255
120
375
$755
$
$539
197
19
$755
Offer Price Per Share
33.1%
8.5x
$13.00 $14.00 $15.00 $16.00
21.6%
18.0%
14.8%
12.0%
24.8%
21.1%
27.8%
23.9%
30.5%
28.8%
29.2%
9.0x
17.8%
20.8%
23.2%
25.7%
%
34%
16%
50%
100%
9.5x
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%
71%
26%
3%
100%
14.9%
17.6%
20.2%
22.6%,
10.0x
PF Capitalization ($16.25 Offer Price)
Cash
Existing Pioneer Debt (Revolver
New First Lien (L+375bps)
New Second Lien (8.75%)
Total Debt
Net Debt
Equity
Total Capitalization
2014E Adj. EBITDA (LTM 6/30)
Credit Statistics:
Total Debt / Adj. EBITDA
Net Debt/Adj. EBITDA
Status Quo
$197
$197
196
$259
$456
$76/4)
2.60x
2.59
As of June 30, 2014
Adj.
Bank of America
Merrill Lynch
($197)
255
120
$4
Source: Pioneer Bose Cose as of April 9, 2014 and FactSet as of June 25, 2014. 2014E figures updated to reject revised management estimates as of August 1, 2014.
Note: Dollars in millions. Assumes illustrative June 30, 2014 transaction close. Based on 31.939 million commonshares outstanding, 2.884 million options outstanding at an average strike price of $11.30 per share, and 0.392
million ASUS, per Pioneer Management as of July 23, 2014 and accounted for using the treasury stock method. Assumes $195.0 million in net dat as of June 30, 2014 based on ravised monogament estimates as of July 29,
2014. Assumes Pioneer maintains minimum cash balance of $9 million. Assumes 58 million of transaction fees, $10 million of financing fees.
Adjustment related to Loss on Sala and Other Expenses, M&A expenses, Tres Amigos reservas, Colijomia Job Losses and Savarance.
(2) Adjustment related to Public Company Costs.
35
Assumes elimination of public company
costs of $4 to $5 million per annum
during sponsor ownership
Pro Forma
$1
255
120
$375
374
$368
$743
$80
(4.71xx
4.70View entire presentation