Pershing Square Activist Presentation Deck

III. Pershing's Proposal to McDonald's: McOpCo IPO Pershing's Proposal: McOpCo IPO Step 1: IPO of 65% McOpCo ►IPO 65% of McOpCo ► IPO generates estimated $3.27bn of after tax proceeds ■ Assumes a 7x EV/FY'06E EBITDA multiple ■ Assumes $1.35 bn of Net Debt allocated to McOpCo 24 Step 2: Issue Debt and Pursue Leveraged Self Tender ► Issue $14.7bn of financing secured against PF McDonald's real estate Debt financing and IPO proceeds used to Refinance all of the existing $5 bn of net debt at Pro Forma McDonald's ■ Repurchase 316mm shares at $40 per share Pay $300mm in fees and transaction costs

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