Goldman Sachs Investment Banking Pitch Book

Goldman Sachs Preliminary Tax Considerations Leveraged Buyout Domicile of parent company - Should parent reincorporate to foreign country (ie, "inversion")? . Existing offshore cash Tax leakage from using offshore cash to fund buyout - Ability to minimize repatriation tax via inversion Ongoing tax rate considerations Impact of additional leverage on tax rate given need to repatriate cash flow to fund debt service Inversion: potential rationale Reduce repatriation tax leakage on offshore cash Intercompany debt, etc... Inversion: considerations Impact on business and brand/reputation - Technical issues (eg., rollover shareholders, desire for tax-deferral) DFS: ability to use as home for offshore cash? Impact of corporate tax reform? Spin-off / Separation Ability to consummate tax-free spin-off - Some potential tax leakage even if overall spin is tax-free - Inversion not feasible in stand- alone spin-off Repatriation tax leakage if offshore cash used to fund debt reduction or return of capital to shareholders ☐ Effective tax rates of separate companies? Client likely to have significantly lower tax rate than Enterprise Spin-Merger Tax-free status of overall transaction Opal shareholders need to own >50% of combined company Potential inversion of Client business as part of merger Merger with foreign partner (e.g... Strategic Party) facilitates inversion Need to consider structures for Opal shareholders to defer gain (e.g.. exchangeable shares) Repatriation tax leakage if offshore cash used to fund debt reduction or return of capital to shareholders INVESTMENT BANKING DIVISION Return of Capital Tax leakage if offshore cash is utilized? - Limited capacity for additional tax- efficient repatriation Use of debt vs. offshore cash depends in part on views regarding future tax policy Repatriation holiday? Corporate tax reform? Impact of additional leverage on ongoing tax rate Goldman Sachs does not provide accounting, tax, or legal advice Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each 18 of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

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