LionTree Investment Banking Pitch Book
Saturn Offer Comparison
($mm, unless indicated)
Current Acquiror Stock Price:
Exchange Ratio
Stock Per Share
Cash Per Share
Price / Total Offer Value Per Class A Share ($)
Implied Premium to Current Class A Price of $26.01
Implied Premium to 30-Day VWAP of $26.74
Equity Value¹
Plus: Net Debt & Other
Enterprise Value
EV/EBITDA (Pre-SBC)
CY 2016E EBITDA- Management Case
CY 2017E EBITDA - Management Case
CY 2016E EBITDA - Research Case
CY 2017E EBITDA- Research Case
EV/EBITDA (Post-SBC)
CY 2016E EBITDA - Management Case
CY 2017E EBITDA - Management Case
CY 2016E EBITDA - Research Case
CY 2017E EBITDA- Research Case
Saturn Market
Metric
($mm)
490
543
466
521
460
511
Draft Working Materials - Subject to Change
435
490
$26.01
(2.7%)
2,687
1,096
3,783
7.7x
7.0x
8.1x
7.3x
8.2x
7.4x
8.7x
7.7x
Current Value of Luna Offer
Luna
@Market
$21.25
0.566x
$12.03
$20.00
$32.03
23.1%
19.8%
3,381
1,096
4,477
Source: Saturn management projections as of June 2016, public company filings, Wall Street research
Note: Prices as of June 13, 2016
9.1x
8.3x
9.6x
8.6x
9.7x
8.8x
10.3x
9.1x
@3.0%
Discount
$21.25
LionTree shares of Luna common stock for a total voting stake of 2.9%, economic stake of 2.9% and a value of $94mm
0.566x
$11.67²
$20.00
$31.67
21.7%
18.4%
3,343
1,096
4,439
Implied Multiples
9.1x
8.2x
9.5x
8.5x
9.7x
8.7x
10.2x
9.1x
1) Includes 93.5mm Series A and 9.9mm Series B shares; for purpose of calculating equity value, 10% premium is applied to Series B shares
2) Discount of non voting to voting shares, please see page 35 for detail
3) JCM has 0.1mm shares of Series A Saturn stock and 6.2mm shares of Series B Saturn stock for a total voting stake of 33.1%, economic stake of 6.1% and a value of $164mm; JCM has 4.4mm
4) Luna has 2.1mm shares of Series A Saturn stock and 2.6mm shares of Series B Saturn stock for a total voting stake of 15.0%, economic stake of 4.6% and a value of $122mmView entire presentation