Evercore Investment Banking Pitch Book
Why Evercore?
Criteria for Selecting a Special Committee Advisor (cont'd)
Committee's Areas
of Interest
Independent and
Objective
Expertise in
Managing
Transactions with
Complex
Shareholder
Dynamics
Fee Structure
EVERCORE PARTNERS
Confidential
Evercore Delivers
■ Evercore is an independent and unconflicted advisory firm that has never had a financial advisory
mandate with or received any M&A or financing fees from either MFW or any other entity affiliated
with Ron Perelman, nor have any of the bankers on the team done so with prior employers
No underwriting, proprietary trading, derivatives trading, market making or equity research in M&F
Worldwide
No lending activity; no potential interest in financing the Transaction
Significant team and institutional experience that encompasses numerous delicate and potential
conflicting interests of various constituencies (e.g. infoGROUP, Freedom Communications,
PanAmSat Corp, Cendant, Insight Communications, etc.)
■ Experience with, and on behalf of, a Special Committee to productively navigate internal processes
with potentially conflicted management
Team has a comprehensive understanding of the industries and Company-specific issues involved to
expeditiously provide the Special Committee with appropriate advice, protection and execution
Evercore proposes a fee structure for this assignment as follows: () $500,000 Retainer Fee,
(ii) $2,000,000 Opinion Fee and (iii) up to $1,500,000 Discretionary Fee, at the Special Committee's
sole discretionView entire presentation