Moelis & Company Investment Banking Pitch Book
Rizvi Offer Summary
RIZVI OFFER IMPLIED VALUATION
($ in millions, except per share amounts)
Offer Price
Fully Diluted Shares Outstanding ¹
Implied Equity Value
Plus: Debt (as of 11/02/15)
Plus: Minority Interest (as of 09/30/15)
Less: Cash (as of 11/02/15)
Total Enterprise Value
Per Share Price Premium (Unaffected) ²
1-Day Prior (10/01/14)
10-Day Prior VWAP
30-Day Prior VWAP
Per Share Price Premium (Current)
Current (11/04/15)
10-Day Prior VWAP
30-Day Prior VWAP
Source Management, Company Information, Capital IQ
3.
4.
Cakulated based on securities outstanding as of 10/28/15
Unaffected dates as of 11/01/14; date of Starboard offer
$9.27
9.63
9.83
Price
$11.00
Premium/
Price (Discount)
$10.25
10.22
10.16
53.658
$590.2
$38.0
(0.5)
(76.8)
$551.0
18.66%
14.26%
11.93%
Premium/
(Discount)
7.32%
7.63%
8.27%
STRICTLY CONFIDENTIAL
IMPLIED TRANSACTION MULTIPLES
Consensus Estimates 4
MOELIS & COMPANY
Management Estimates
LTM 06/30/15A Adj. EBITDA
CY15E Adj. EBITDA (Latest Forecast)
CY16E Adj. EBITDA (Latest Forecast) 3
LTM 06/30/15A Adj. EBITDA
CY15E Adj. EBITDA
CY16E Adj. EBITDA
TEV / Adj.
Adj. EBITDA EBITDA
$52.7
56.4
88.8
TEV / Adj.
Adj. EBITDA EBITDA
As directed by Rhombus management, nine months ending 12/31/16 estimated based on FY2017 projections and average quarterly FRIDA contributions over the past four years.
Consensus estimates as of 11/04/15
10.5×
9.8x
6.2x
$52.7
49.2
79.4
10.5x
11.2x
6.9x
▪ Although not a factor in the financial analysis, Moelis
notes that the transaction premia on either an
unaffected or current basis is generally below observed
M&A market averages
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