Credit Suisse Investment Banking Pitch Book
Preliminary illustrative pro forma financial impact
Merger consideration 100% stock for Maine, 50/50 stock/cash for
Pennsylvania
■ Commodity price assumptions based on forward curve pricing as of 11/28/12
■ Assumes sensitivity for premium paid to Pennsylvania shareholders and purchase price of $15.50 per share for illustrative purposes paid to
Maine shareholders
Does not reflect pro forma financial impact of issuing royalty units
($ In millions, except per share amounts)
Purchase price:
Pennsylvania 50/50
stock/cash mix
Maine 100% stock
% premium to current price
Pennsylvania exchange ratio (50/50 stock/cash consideration)
Maine price per share
% premium to current price
Pennsylvania equity purchase price
Maine equity purchase price
Implied Pennsylvania enterprise value
Implied Maine enterprise value
Accretion / (Dilution) - 2013E EPS
Additional pre-tax synergies to breakeven
Share repurchase required for breakeven (millions of shares)
% of Florida basic shares outstanding repurchased
Accretion / (Dilution) - 2013E CFPS
Accretion / (Dilution) - 2014E EPS
Additional pre-tax synergies to breakeven
Accretion / (Dilution) - 2014E CFPS
Accretion / (Dilution)-2015E EPS
Additional pre-tax synergies to breakeven
Accretion / (Dilution) - 2015E CFPS
Total debt 2012PF capitalization
Total debt / 2012E EBITDA
% of Florida basic shares outstanding issued
Cash consideration
Florida
standalone
CREDIT SUISSE
$36,729
40,129
17.8%
0.6x
$47.00
35.1%
0.609x
$15.50
89.3%
$6.396
3,574
16,826
3,682
(4.9%)
$338
68.4
7.2%
21.8%
(5.1%)
$453
20.1%
(5.7%)
$615
15.6%
38.8%
1.4x
16.0%
$2,890
Illustrative Pennsylvania acquisition price
$48.00
$50.00
37.9%
0.622x
$15.50
89.3%
$6,532
3,574
16,962
3,682
(5.3%)
$362
73.8
7.8%
21.8%
(5.4%)
$479
19.9%
(6.0%)
$646
15.4%
38.8%
1.4x
16.2%
$2,962
$49.00
40.8%
0.635x
$15.50
89.3%
$6,668
3,574
17,098
3,682
(5.6%)
$385
79.6
8.4%
21.8%
(5.7%)
$506
19.7%
(6.3%)
$677
15.3%
38.9%
1.4x
16.4%
$3,034
43.7%
0.648x
$15.50
89.3%
$6,804
3,574
17,234
3,682
(5.9%)
$409
85.1
9.0%
21.8%
(6.0%)
$533
19.6%
(6.6%)
$708
15.1%
38.9%
1.4x
16.5%
$3,106
$51.00
46.6%
0.661x
$15.50
89.3%
$6,940
3,574
17,370
3,682
0.0%
($1)
90.8
9.6%
21.8%
1.2%
($100)
29.5%
1.2%
($123)
25.0%
49.0%
1.8x
16.7%
$3,178
Source: Florida management 5-year plan, Pennsylvania management 5-year plan and Maine Financial Projections.
Note: Based on Florida, Pennsylvania and Maine share prices of $38.56, $34.80 and $8.19 as of 11/28/12. Florida estimates per Florida management plan; assumes transaction close of 1/1/13 for
illustrative purposes; assumes no synergies; Pennsylvania estimates per Pennsylvania management 5-year plan as of November 2012 and Maine estimates per Maine Financial Projections as of
10/29/12; Florida stock issued at Florida share price of $38.56 as of 11/28/12; $2 billion minimum pro forma cash balance: 0.3% interest rate earned on cash; 3.8% interest rate on acquisition debt;
marginal tax rate of 35%; balance sheet based on Florida, Pennsylvania and Maine management 5-year plans. Assumes that $500 million convertible preferred stock held by Florida converts.
Excludes Pennsylvania interest in Maine.
Confidential
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