Bank of America Investment Banking Pitch Book
Executive Summary
Recap of Key Events to Date
2
February 19, 2014
February 20, 2014
March 2, 2014
March 8, 2014
March 22, 2014
Date
March 27, 2014
March 28, 2014
April 4, 2014
April 9, 2014
April 11, 2014
April 14, 17, 2014
April 18, 2014
April 14- April 28, 2014
April 29, 2014
April 30, 2014
May 1, 2014
May 6, 2014 June 20, 2014
June 20, 2014
June 26, 2014
July 9, 2014
July 11, 2014
July 21, 2014
1
15
1
A
1
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A
5
7
7
7
The Special Committee convenes and authorizes Bank of America Merrill Lynch to contact a limited number of potential interested parties from the
prior sales process, Party A and Party B
5 Pioneer enters into confidentiality agreement with Court Square
C Management provides Bank of America Merrill Lynch revised Management Forecasts based on year-to-date performance
Pioneer enters into confidentiality agreement with Party A
Pioneer enters into confidentiality agreement with Party B
Management conducts executive presentations for Court Square, Party A and Party B (by phone)
Bank of America Merrill Lynch discussion with the Special Committee
Special Committee considers whether to contact Party C to gauge their interest in participating in process
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1
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7
Potential buyers conduct limited due diligence
Pioneer Management facilitates a half-day due diligence session with Court Square in Mt. Airy, NC
Bid deadline for preliminary non-binding indications of interest. Court Square submits non-binding indication of interest for $12.75 per share in cash
Special Committee meeting to evaluate Court Square proposal and review updated valuation considerations with BofA Merrill Lynch
Court Square increases offer to $12.85 per share in cash
Court Square initial exclusivity period
Court Square exclusivity period extended until June 30, 2014
Court Square revises its offer to acquire Pioneer to $11.00 per share in cash
Court Square revises its offer to acquire Pioneer to $11.40 per share in cash
1 Court Square revises its offer to acquire Pioneer to $11.75 per share in cash
Court Square revises its offer to acquire Pioneer to $12.00 per share in cash
1
1
Commentary
Pioneer receives an unsolicited indication of interest from Court Square for $12.50 - $13.00 per share in cash
Pioneer Board establishes Special Committee of independent, disinterested directors
Special Committee engages McGuireWoods LLP as independent legal advisor
The Special Committee appoints Bank of America Merrill Lynch as independent financial advisor
Bank of America Merrill Lynch presentation to the Special Committee
Special Committee reviews management forecasts
2
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Bank of America Merrill Lynch presentation to the Special Committee on preliminary valuation considerations and strategic buyer affordability
Special Committee reviews management forecasts
Bank of America Merrill Lynch discussion with the Special Committee
Special Committee reviews supplemental financial information on management forecasts
Bank of America
Merrill Lynch
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