Credit Suisse Investment Banking Pitch Book
Preliminary illustrative pro forma financial impact
Merger consideration 100% cash for Maine, 50/50 stock/cash for
Pennsylvania
■ Commodity price assumptions based on forward curve pricing as of 11/28/12
Assumes sensitivity for premium paid to Pennsylvania shareholders and purchase price of $15.50 per share for illustrative purposes paid to
Maine shareholders
Does not reflect pro forma financial impact of issuing royalty units
(5 in millions, except per share amounts)
Purchase price:
Pennsylvania 50/50
stock/cash mix
Maine 100% cash
% premium to current price
Pennsylvania exchange ratio (50/50 stock/cash consideration)
Maine price per share
% premium to current price
Pennsylvania equity purchase price
Maine equity purchase price
Implied Pennsylvania enterprise value
Implied Maine enterprise value
Accretion / (Dilution) - 2013E EPS
Additional pre-tax synergies to breakeven
Share repurchase required for breakeven (millions of shares)
% of Florida basic shares outstanding repurchased
Accretion / (Dilution) - 2013E CFPS
Accretion / (Dilution) - 2014E EPS
Accretion / (Dilution) - 2014E CFPS
Accretion / (Dilution) - 2015E EPS
Accretion (Dilution) - 2015E CFPS
Total debt / 2012PF capitalization
Total debt / 2012E EBITDA
% of Florida basic shares outstanding issued
Cash consideration
Florida
standalone
CREDIT SUISSE
$36,729
40,129
17.8%
0.6x
$47.00
35.1%
0.609x
$15.50
89.3%
$6,396
3,574
16,826
3,682
1.0%
NA
NA
NA
30.4%
1.7%
29.1%
1.4%
24.4%
46.8%
1.7x
7.7%
$5,941
Illustrative Pennsylvania acquisition price
$48.00
$50.00
37.9%
0.622x
$15.50
89.3%
$6,532
3,574
16,962
3,682
0.6%
NA
NA
NA
30.2%
1.4%
28.9%
1.1%
24.2%
46.8%
1.7x
7.8%
$6,013
$49.00
40.8%
0.635x
$15.50
89.3%
$6,668
3,574
17,098
3,682
0.2%
NA
NA
NA
29.9%
1.0%
28.7%
0.8%
24.0%
46.9%
1.7x
8.0%
$6,085
43.7%
0.648x
$15.50
89.3%
$6,804
3,574
17,234
3,682
(0.2%)
$14
2.9
0.3%
29.7%
0.7%
28.4%
0.4%
23.8%
46.9%
1.7x
8.2%
$6,157
$51.00
46.6%
0.661x
$15.50
89.3%
$6,940
3,574
17,370
3,682
(0.6%)
$39
8.6
0.9%
29.5%
0.3%
28.2%
0.1%
23.6%
46.9%
1.7x
8.4%
$6,229
Source: Florida management 5-year plan, Pennsylvania management 5-year plan and Maine Financial Projections.
Note: Based on Florida, Pennsylvania and Maine share prices of $38.56, $34.80 and $8.19 as of 11/28/12. Florida estimates per Florida management plan; assumes transaction close of 1/1/13 for
illustrative purposes; assumes no synergies; Pennsylvania estimates per Pennsylvania management 5-year plan as of November 2012 and Maine estimates per Maine Financial Projections as of
10/29/12; Florida stock issued at Florida share price of $38.58 as of 11/28/12; $2 billion minimum pro forma cash balance; 0.3% interest rate earned on cash; 3.8% interest rate on acquisition debt;
marginal tax rate of 35%; balance sheet based on Florida, Pennsylvania and Maine management 5-year plans. Assumes that $500 million convertible preferred stock held by Florida converts.
Excludes Pennsylvania interest in Maine.
Confidential
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