Investor Presentaiton
Transaction Summary
Transaction
Consideration
Approximately $3 billion of total equity value
Finisar shareholders to own approximately 31% of the combined company
Per Share Consideration
Sources of Financing
Approval Process
$15.60 in cash and 0.2218x shares of II-VI common stock
Exchange ratio set at announcement based on total consideration to Finisar shareholders of $26.00 per share
$2.0 billion of new funded debt in the form of fully-committed financing (in addition to unfunded revolver)
$450 million New Revolving Credit Facility
$1,975 million New Term Loans 1
$709 million of combined balance sheet cash
$1,219 million of equity issued to Finisar shareholders
Approval by II-VI and Finisar shareholders
Regulatory approvals
Expected Closing
First half of CY2019, subject to customary closing conditions
Financial Highlights
Up to $100 million of expected annual cost synergies realized within 24 months of transaction close; up to $150 million
within 36 months of transaction close
Detailed merger integration plan in place to catalyze growth
Rapid deleveraging expected, from 3.5x net total leverage at close² to under 1.0x net total leverage by FYE 2022
II-VI
1.
Currently reflects $1,175 million of Term Loan A and $800 million of Term Loan B after Term Loan A upsize in January 2019 Agent Round.
2.
Assumes cash balance of $288 million, total debt of $2,351 million and PF Adj. EBITDA of $588 million given 6/30/19 close.
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