LionTree Investment Banking Pitch Book
Overview of Luna Proposal
Luna Proposal
■ Class A consideration:
$20.00 in cash per share
0.566x shares of newly created Luna non-
voting common stock
Class B consideration:
► 10% premium relative to Saturn Class A
for each component of the offer
• $22.00 in cash per share
.
Cash
Stock
Total
0.623x shares of newly created Luna
non-voting common stock
-63% cash consideration and -37% stock
consideration
Value of Offer @ 3.0% Discount
Class A
$20.00
$11.67
$31.67
Class B
$22.00
$12.83
$34.83
Source: Based on Saturn management
projections as of June 2016, company filings
Note:
1) Assumes equity raised at current Luna price
of $21.25
2) Excludes production loans
3) Adjusting Luna EBITDA for startup costs,
leverage excluding synergies would be 6.1x
pre-equity raise and 5.3x post-equity raise;
LionTree leverage including synergies would be 5.7x pre-
equity raise and 5.0x post-equity raise
Draft Working Materials - Subject to Change
Pro Forma Ownership
Luna Offer Exchange Ratio
Saturn Shares Today
Luna Shares in Saturn
Saturn Shares Acquired
New Luna Shares Issued to Saturn Shareholders
Excl, Equity Raise
Current Fully Diluted Luna Shares Oustanding
New Shares Issued to Saturn
Pro Forma Shares Oustanding
Incl. $500mm Equity Raise¹
Current Fully Diluted Luna Shares Oustanding
New Shares Issued to Saturn
New Shares Issued in Equity Raise based on Luna Current Price of $21.25
Pro Forma Shares Oustanding
Pro Forma Luna Leverage
Luna Current Net Debt @ 3/31/2016²
Saturn Current Net Debt @ 3/31/2016
Cash Consideration Paid to Saturn
Transaction Costs (preliminary and subject to change)
Pro Forma Net Debt
Less: Cash Proceeds from Equity Raise
Implied Pro Forma Net Debt
Luna CY 2016E EBITDA (incl. equity income)³
Saturn CY 2016E EBITDA
Pro Forma CY 2016E EBITDA
Class A
0.566x
94.7
2.1
92.6
52.4
Shares
(mm)
153
57
210
Shares
(mm)
153
57
24
233
Implied Pro Forma Net Leverage (Pre-Equity Raise & Excluding Synergies)
Implied Pro Forma Net Leverage (Post-Equity Raise & Excluding Synergies)
Implied Pro Forma Net Leverage (Pre-Equity Raise & Including $40mm of Synergies)
Implied Pro Forma Net Leverage (Post-Equity Raise & Including $40mm of Synergies)
Class B
0.623x
9.9
2.6
7.3
4.5
Ownership
(%)
72.9%
27.1%
100.0%
Ownership
(%)
65.5%
24.4%
10.1%
100.0%
788
1,121
2,012
125
4,047
(500)
3,547
229
490
719
5.6x
4.9x
5.3x
4.7x
15View entire presentation