Evercore Investment Banking Pitch Book
Project Lotus LBRD Amended Second Counter Proposal Summary
LBRD Amended Second Counter Proposal (6/28/20)
GLIB Series A
LBRD Series C Share Price
Proposal Exchange Ratio for LBRD Series C
Implied GLIB Series A Offer Price
Implied GLIB Series A Purchase Premium (%)
Implied GLIB Series A FDSO
Implied GLIB Purchase Price for GLIB Series A Shares
LBRD Series B Share Price
Proposal Exchange Ratio for LBRD Series B
Implied GLIB Series B Offer Price
Implied GLIB Series B Purchase Premium (%)
Implied GLIB Series B FDSO²
Implied GLIB Purchase Price for GLIB Series B Shares
Implied GLIB Purchase Price at Proposal Date
Premium / (Discount) to Post-tax NAV (%)
(+) New LBRD Series C Issued Based on Proposal
(+) New LBRD Series B Issued Based on Proposal
(+) LBRD Current FDSO
(-) Canceled LBRD Series C Shares Held Within LBRD
Total Pro Forma LBRD Shares Outstanding
Implied Economic Ownership for GLIB Shareholders
Implied Voting Control for GLIB Shareholders
GLIB Series B
Source: Factset (6/26/20)
1.
Note: Voting interest assumes exercise of all stock options by Liberty Management
Calculated using treasury stock method with implied GLIB Series A offer price
Calculated using treasury stock method with implied GLIB Series B offer price
2
3. Represents the average of low and high of GLIB net asset value post-tax on Page 11, with GCI value range of $2.6bn-$3.0bn and Evite value range of $14mm-28mm
Voting interest relates to Series B shares issued to John Malone Greg Maffei and their affiliates and 1/3 vote per share attributable to holders of GLIB Series A redeemable preferred
EVERCORE
Confidential
($ in millions)
$123.30
0.5800x
$71.51
8.3%
102.0
$7,294
$125.90
0.5800x
$73.02
8.8%
4.8
$349
$7,642
15.0%
59.2
2.8
182.9
(42.7)
202.2
30.7%
41.1%
GCI
LibertyView entire presentation