Bank of America Investment Banking Pitch Book
Take Private Process Overview
Illustrative Take Private Process Overview - Negotiated Merger
Below is an illustrative take private transaction process involving SCR and the Conflicts Committee of SIRE. Every Conflicts Committee Process is unique based on
the circumstances and the Conflicts Committee may determine it is not in the best interests of the public unitholders to move forward with any transaction
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Initial Phase
(~4 weeks)
Negotiations
(~4-6 weeks)
Execution
(~14 weeks)
Total: ~22-24
weeks
Note:
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SCR, together with its advisors, evaluate the merits of potential SIRE take private transaction
SCR and its advisors formulate and present take private proposals and summary evaluation materials
Upon SCR Board approval, SCR submits take private proposals to the SIRE Conflicts Committee, which the SIRE Board authorizes to review,
evaluate and negotiate the proposed transaction on behalf of unaffiliated unitholders
SCR may choose to make a public approach; if private, SIRE may choose to publicly disclose the initial take private proposal
■ SIRE Conflicts Committee determines whether the proposal merits formal review and engages an independent advisor
The Conflicts Committee's advisor reviews background to transaction, strategic alternatives and management forecasts and prepares
preliminary evaluation materials
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SCR and SIRE Conflicts Committee negotiate the terms and conditions of the potential take private transaction
SIRE Conflicts Committee may seek a revised offer price and/or negotiate the terms and conditions of the proposal
Press release announcing agreement of take private transaction
Parties draft SIRE merger proxy / information statement and file with the SEC
■ Once declared effective, SIRE schedules a unitholder meeting to approve the transaction (if required)
SIRE Conflicts Committee recommends revised proposal (if consistent with the exercise of their duties) and SIRE and SCR approve the
definitive agreement
all
■ Approval requires the affirmative vote or written consent of a Unit Majority of all outstanding LP units, voting as a single class,
including units owned by SCR and its affiliates (SCR would provide its written consent in favor of the merger)
Transaction closing upon SIRE unitholder and regulatory approval
Subject to legal counsel review.View entire presentation