Bank of America Investment Banking Pitch Book
B Illustrative Multi-Party Process Timeline
Round 1
Round 2
23
February
W
M
T
F
S
1
3
5
6
7
8
9
10 11 12 13
14 15 16
20
17 18 19
21 22 23 24 25 26 27
28 29
S
T
March
T
W
1
2
6
8
9
15
13 14
16 17 18
20 21 22 23 24 25
27 28 29 30 31
S
M
T
F
S
3
4 5
10 11 12
19
26
S M
Invite parties into Round 2
Draft Merger Agreement ("Agreement") and final bid instructions letter
Open Round 2 dataroom
Preliminary, Subject to Further Review and Revision
Bank of America
Merrill Lynch
T
Conduct management meetings and site tours
Distribute final bid instructions and Agreement
Facilitate detailed due diligence
Receive final bids and markups to Agreement
Special Committee meeting to evaluate bids and decide whether to pursue deal
Final negotiations
Sign Agreement and announce transaction
April
W T
5 6 7
3 4
10 11 12 13 14
17 18 19 20 21
24 25 26 27 28
Action Item/ Milestone
Decision Point: Special Committee Decides Wheth to Pursue Process
Contact Round 1 participants and negotiate NDAS
Provide access to Round 1 limited dataroom to parties that executed NDAS
Send process letter and respond to questions / requests for additional information, as appropriate
Prepare Round 2 dataroom, marketing materials, and management presentation
Conduct initial management presentations
All interested parties to submit preliminary, non-binding indications of interest
Decision Point: Special Committee meeting to evaluate indications and decide upon next steps
1
F
1
S
15 16
22 23
29 30
2
3
S
1
M
15 16
22 23
29 30
4
5
May
T
W
3
4
10 11
17
24
31
6
T
5
12
18 19
25 26
Week
7
F
S
7
14
13
20
21
27 28
8 9 10 11 12 13
Special Committee's first decision will be whether to engage in a process with multiple parties, proceed/ negotiate with BOREAS, or determine that
RHO is not for sale at this timeView entire presentation