Bank of America Investment Banking Pitch Book
Appendix
Illustrative LBO Analysis - Pioneer Base Case
Sources and Uses ($14.00 Offer Price)
Sources
$
55
120
297
$677
First Lien (L+375bps)
Second Lien (8.75%)
Equity Contribution
Total Sources
Equity Purchase
Refi. Pioneer Debt (Revolver)
Fees & Expenses
Total Uses
Uses
IRR Sensitivity to Transaction Metrics
Exit
Multiple
(2)
33
$10.00
28.4%
7.0x
7.5x 32.2%
8.0x 35.7%
8.5x 39.0%
9.0x 42.0%
Implied LTM 2014 Multiple
-
7.1x
$461
197
19
$677
7.6x
ā
Offer Price Per Share
$11.00 $12.00 $13.00 $14.00
13.6%
13.6%
22.4%
26.1%
29.4%
17.6%
21.1%
17.0%
13.5%
24.3%
20.1%
32.5%
35.4%
23.0%
16.5%
19.3%
25.6% 21.9%
27.3%
30.1%
8.1x
%
38%
18%
44%
100%
8.5x
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68%
29%
3%
100%
r
9.0x
PF Capitalization ($14.00 Offer Price)
Cash
Equity
Existing Pioneer Debt (Revolver) $197
New First Lien (L+375bps)
New Second Lien (8.75%)
Total Debt
Net Debt
Total Capitalization
2014E Adj. EBITDA (LTM 6/30)
Credit Statistics:
Total Debt/Adj. EBITDA
Net Debt/Adj. EBITDA
Status Quo
$1
$197
196
$259
$456
$76
2.60x
2.59
(1)
As of June 30, 2014
Adj.
($197)
255
120
$4
Source: Pioneer Base Casa as of April 9, 2014 and FactSet as of June 25, 2014. 2014E jfigures updated to reflect revisad management estimates as of August 1, 2014.
Note: Dollars in millions. Assumes illustrative June 30, 2014 transaction close. Based on 31.939 million common shares outstanding. 2.884 million options outstanding at an average strike price of $11.30 pershare, and 0.392
milion RSUS, per Pioneer Management as of July 23, 2014 and accounted for using the treasury stock method. Assumes $195.0 million in net d'eot as of June 30, 2014 based on ravised management estimates as of July 29,
2014. Assumes Pioneer maintains minimum cash balance of 53 million. Assumes 58 million of transaction fees, $10 million of financing fees
Adjustment related to Loss on Sola and Other Expenses, M&A expenses, Tres Amigos reservas, California Job Losses and Savarance.
Adjustment related to Public Company Costs.
Bank of America
Merrill Lynch
(2)
Assumes elimination of public company
costs of $4 to $5 million per annum
during sponsor ownership
Pro Forma
$1
(
255
120
$375
374
$290
$665
$80
4.71x
4.70View entire presentation