PJT Partners Investment Banking Pitch Book
Project Galaxy Term Sheet
New Share Class
Offer Consideration
Offer Price at Lunar Share
Price of $19.79(1)
Warrants
Cash Funding
(1) Lunar price as of 5/20/16.
(2) Theoretical Ex-Rights Price.
> Lunar to authorize the issue of Class B No Vote Common Stock as consideration in the merger with Solar
> Solar Class A Shares
•
.
> Solar Class B Shares
.
.
.
$23.25 cash consideration per Solar Class A Share
0.392 shares in the form of Lunar Class B No Vote Common Stock per Solar Class A Share at a fixed
exchange ratio, representing $715mm total equity consideration at Lunar share price of $19.79(1)
0.251 warrants issued per Solar Class A Share
> $31.67 per Solar Class A Share
> $34.83 per Solar Class B Share (10% premium to Solar Class A)
Confidential
> Warrants issued to Solar shareholders representing 10% of the Pro Forma combined company
> $40 strike price
> 24 month expiration from transaction close
> Warrants entitle Solar shareholders to Lunar Class B No Vote Common Stock
> Warrants to be exercised on a net basis
.
$25.58 cash consideration per Solar Class B Share
0.431 shares in the form of Lunar Class B No Vote Common Stock per Solar Class B Share at a fixed
exchange ratio, representing $62mm total equity consideration at Lunar share price of $19.79(1)
0.276 warrants issued per Solar Class B Share
.
> Lunar to fund cash component of $2.3bn via incremental debt raised
> Total financing of $3.3bn including refinancing of existing Solar debt
>
$500 million rights issue of Lunar Class B No Vote Common Stock with issuance of rights to all shareholders of
the Pro Forma combined company
Right issue undertaken at a 25% discount to TERP(2)
Assumed to take place post merger with the proceeds applied to debt pay down
Tradeable
PJT Partners
1
CONFIDENTIALView entire presentation