Bank of America Investment Banking Pitch Book
Go-Shop Considerations
Proposed Go-Shop Process
July
W
2
6
7
9
13 14 15 16 17
S
19
5
M
T
1
20 21 22 23 24
S
77
27 28 29 30 31
M T
Th F
00
3
10
August
W
3 [4] 5
6
10 11 12
13
17 18 19 20 21
24 25 26
27
31
U.S. Holiday
Th
September
W Th
4 11 18 25
F
1
8
Announcement Date
5
5
F
299
12
19
M
T
1 2
31 41
5
8
9
10 11
12
13
19 20
14
15 16
17 18
21 22 23 24 25 26 27
28 29 30
26
7
14 15
16
22
2.3
28 29 30
5
NO
Nas
6
End of Illustrative Go-Shop Period
Date
August 4
August 4-8
August 9-29
September 1
September 2-3
September 4
September 14 -17
Days Remaining in
Go-Shop After Step
IOX For more investment banking materials, visit www.10xebitda.com
30
25
6
3
1
0
-14
Illustrative Announcement Date
■ Distribute teaser and non-disclosure agreement ("NDA") to prospective buyers via
e-mail
Initiate outbound calls to prospective buyers
■ Negotiate NDA with parties who express an interest in acquiring the company
■Upon execution of NDA, provide access to a virtual dataroom ("VDR")
■ Distribute management presentation materials
Schedule in-person / telephonic management presentations / Q&A sessions, as
appropriate
I
■ Conduct management presentations and Q&A sessions
■ Management to respond to buyer questions and facilitate follow-up due diligence
activities
■ Send formal process letter outlining requirements for initial indications to interested
parties
"
■
Events
■
Bank of America
Merrill Lynch
■
■
Valuation
Form of consideration
Sources of financing
Marked contract
Confirmation that due diligence is substantially completed
Key buyer timing constraints (e.g., approval process, regulatory)
Initial non-binding indications, including marked merger agreement, due no later than
September 4
■ Review non-binding indications with Special Committee
Identify indications which Special Committee determines are or would reasonably be
expected to result in a Superior Proposall
Source: Draft merger agreement dated August 1, 2014.
A definitive agreement entered into with a buyer resulting from the go-shop process (and with any Excluded Party) is subject to the 2.5% termination fee. All other Company terminations are subject to the 4%
termination fee.
(1)
Date by which potential buyers can submit written offers in order to qualify as
Excluded Parties with whom Pioneer can continue to negotiate for the next 14 days
1 Potential buyers determined to be Excluded Parties can continue negotiating
definitive agreement
■Finalize and sign agreement with new buyer and terminate agreement with Court
Square, if applicable, subject to Court Square "matching" rightsView entire presentation