J.P.Morgan Investment Banking Pitch Book
PROCESS CONSIDERATIONS
Process considerations
Special Committee process considerations
Management team
discussing potential
buyout transaction
with a select group
of financial sponsors
Management and
the financial
sponsors are
subject to
standstill
agreements
■ Sponsors include
Colony Capital,
Providence, TPG
and Whitehall
Company to
provide financial
sponsors access to
a data room
Receive and
negotiate definitive
acquisition proposal
JPMorgan
Negotiate fully-
committed
financing with
appropriate
backstop bridge
facility
■ Proposals should
not be subject to
any due diligence
or other such
contingency
Contract terms to
provide for a
market shop
period and break-
up fees (as low as
possible)
Market shop transaction
Publicly announce:
The Company will
seek better offers for
its shareholders¹
Management will stay
with the Company for
one year post
acquisition
■ The Kerzner's and the
acquiring shareholders
will support a superior
offer
Negotiate superior
proposal; existing
contract to form basis
for negotiations
1 There will need to be equality of corporate data shared with bidders and information shared with management/ sponsors
Announce final
transaction
JPMorgan recommends
that the Special Committee
not determine the final
process until after
receiving initial bids from
management/sponsors
KERZNER INTERNATIONAL 6View entire presentation