Bank of America Investment Banking Pitch Book
Preliminary Indication of Interest Received
Summary of Proposal Received (April 29, 2014)
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Per Share Value
Key Considerations / Basis of
Valuation
Financing Considerations
Proposed Timing
Diligence Needs
Required Approvals
Potential Advisors
Other
Source: Latter from Court Square dated April 29, 2014.
■
■ $12.75 per share in cash for all of the outstanding common shares of Pioneer
■ Proposed transaction as a one-step reverse merger. Court Square indicated it would consider other structures
Offer price representing 32% premium to the closing price on April 29, 2014 and 21% premium to the 90 trading
day volume-weighted average share price
1 Consideration funded with $450 million of debt and $195 million of equity
I
■ Third party debt financing from JP Morgan (Commitment Letter and Term Sheets dated April 29, 2014)
Contemplates $270 million of Bank Facilities ($200 million term loan, $70 million revolver) and $250 million of
senior notes or senior unsecured bridge loans
■ Expect a portion of equity financing to come from rollover of senior management e quity interests
Exclusivity period of 45 days
4 weeks to conduct confirmatory due diligence and negotiate merger agreement and commitment papers;
execution of merger agreement, commitment letters and other ancillary agreements in week 5
Customary confirmatory due diligence including accounting, financial, tax and IT; market study
1 Pioneer's shareholder approval
7 Customary regulatory approvals
Any necessary third party consents
Final Court Square investment committee approval
1 Dechert LLP (legal), E&Y (accounting, financial, tax and IT), Bain (market study)
L
COURT
7
Bank of America
Merrill Lynch
30 day "go-shop" provision with termination fee of 5% of equity value
"Matching" right on any superior proposal
Net debt of $190 million and normal level of working capital at closing
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