Micro Focus Fixed Income Presentation Deck
Sources & Uses
Sources and Uses
Sources
Issue of new shares
New debt
Total Sources
Pro Forma capitalisation (Apr-16A)
Capitalisation
RCF ($500mm)
Debt committed funding
Total debt
Micro Focus market cap
HPE Software equity value
Equity value (at announcement)¹
$bn
6.3
5.0
22
11.3
Uses
Equity to HPE shareholders
Cash payment to HPE
Acquisition purchase price
Rov
Acquiror existing debt, other
Total Uses
$bn
5.0
5.0
6.3
6.3
12.6
$bn
6.3
2.5
8.8
0.4
2.1
11.3
X LTM EBITDA
3.6x Apr-16/3.3x Closing
PF Adj. LTM Facility EBITDA Apr-16
Source: FactSet, Company announcements
Note: Micro Focus Facility EBITDA PF Serena acquisition of $81mm; Facility EBITDA is Adjusted EBITDA before amortisation and impairment of capitalised development costs
¹ Based upon the closing share price of Micro Focus as at 6 September 2016 and the fully diluted share count under the Treasury Method
2 $1,385mm Facility EBITDA as of 30 Apr-16 LTM based on Micro Focus Facility EBITDA of $647mm (PF for Serena acquisition), HPE Software Facility EBITDA of $738mm, adjusted for overhead costs of c.$80m
that will not transfer to Micro Focus as part of this transaction; as per RNS release on 7 September 2016, HPE Software's underlying adjusted EBITDA and Facility EBITDA as calculated result in the same figure
1.39²
MICRO
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