Bank of America Investment Banking Pitch Book
Valuation Supporting Details
Illustrative LBO Analysis - Pioneer Sensitivity Case
Sources and Uses ($16.75 Offer Price)
Sources
First Lien (L+350bps)
Second Lien (8.50%)
Equity Contribution
Total Sources
Equity Purchase
Refi. Pioneer Debt (Revolver)
Fees & Expenses
Total Uses
Uses
Exit
Multiple
24
IRR Sensitivity to Transaction Metrics
7.5x
8.0x
8.5x
9.0x
9.5x
Implied LTM 2014 Multiple
$13.00
24.8%
30.4%
32.0%
19.8%
8.4x
$14.00
21.1%
23.9%
28.5%
$
$255
110
413
$778
Offer Price Per Share
$15.00
17.8%
31.3%
$
$565
195
18
$778
8.9x
23.1%
27.7%
$16.00
15.0%
17.6%
20.1%
22.5%
24.7%
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9.9x
%
33%
14%
53%
100%
%
73%
25%
100%
$17.00
12.5%
15.1%
17.5%
21.9%
10.4x
PF Capitalization ($16.75 Offer Price)
Cash
Existing Pioneer Debt (Revolver)
New First Lien (L+350bps)
New Second Lien (8.50%)
Total Debt
Net Debt
Equity
Total Capitalization
2014E Adj. EBITDA (LTM 6/30)
Credit Statistics:
Total Debt / Adj. EBITDA
Net Debt / Adj. EBITDA
Status Quo
$3
$195
$195
192
$259
$453
569
2.8x
2.8
As of June 30, 2014
Adj.
($195)
255
110
$4
Source: Pioneer Sensitivity Cose as of April 9, 2014 and FactSet as of April 25, 2014.
Note: Dollars in millions. Assumes illustrative June 30, 2014 transaction close. Based on 31.921 million common shares outstanding, 2.837 million options at a strike price of $11.49 per share and 0.379 million RSUS, occounted for
using the treasury stock method and as of March 31, 2014. Assumes Pioneer maintains minimum cash balance of $4.0 million, consistent with current cash balance. Assumes $3 million of transaction fees, 5.11 million of
financing fees and 52.4 million after-tax cost to achieve synergies.
Bank of America
Merrill Lynch
Assumes elimination of public company
costs of $4 to $5 million per annum
during sponsor ownership
Pro Forma
$3
255
110
$365
362
$406
$771
$73
(5.0x
5.0
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