Evercore Investment Banking Pitch Book

Process Considerations Potential Divestitures Sale of All of M & F Worldwide Sale of All of HCHC Sale of Harland Financial Solutions Sale of Scantron Executable w/o SH Approval? EVERCORE PARTNERS No No Yes Yes Potential Buyer Universe Strategic ■ Financial Strategic Financial ■ Strategic ■ Financial ■ Strategic Financial Preliminary Draft - Confidential Comment Size and diversified nature of business limit the likely strategic interest in the whole ■ Would need to refinance debt, which provides MacAndrews & Forbes Holdings with an advantage ■ Size and diversified nature of business limit the likely strategic interest in the whole ■ Would need to refinance debt, which provides MacAndrews & Forbes Holdings with an advantage ■ Likely limited strategic interest at aggressive valuations ■ Unlikely to be more aggressive on value than strategic buyers with significant synergy opportunities ■ Diversified nature of portfolio within Scantron limits the likely strategic buyer interest for the entire division 16. ■ Unlikely to aggressively value education technology assets given limited leverage capacity of these properties

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