Goldman Sachs Investment Banking Pitch Book
Goldman
Sachs
Key Terms
Purchase Price / Consideration
Financing
Summary of CD&R's Updated Proposal
As of 10-Dec-2022
Approvals & Timing
Due Diligence Requirements
Exclusivity
Management & Equity Arrangements
Advisors
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I Cash consideration of $50.00 per share for 100% of the Company's fully diluted shares (assumes 85.1mm shares)
Offer represents -43% premium to the Company's three-month volume weighted average price
Assumes that CD&R will cash out vested equity awards at the proposed transaction price (net of any applicable strike prices) and
unvested equity awards will be converted into cash awards that remain subject to vesting
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Offer assumes that all of the Company's debt would remain outstanding
The equity portion would be funded through CD&R Fund XII Limited Partnership
INVESTMENT BANKING
DIVISION
■ Key areas of due diligence include:
The proposal has been fully approved by the CD&R investment committee and is not subject to any further approvals
CD&R is prepared to proceed immediately to conclude due diligence, which they anticipate can be completed over a four-week period.
CD&R anticipates being in a position to execute definitive transaction documents before January 6th, 2023
Access to management of key partner firms for commercial and financial diligence
Demographic data for principals at key partner firms and review of succession planning
Review of latest 2023 forecasts, including anticipated Q4 cash and debt balances
Regulatory, compliance, and cybersecurity review
Customary legal, HR, benefits and tax diligence
CONFIDENTIAL
Confirmation that the Company's agreements do not require affirmative consents from clients in connection with the proposed
transaction (i.e., they are structured as "negative consents")
■ Exclusivity was requested with an anticipated expiration of the exclusivity agreement on January 6th, 2023
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A draft exclusivity agreement was included with the delivery of the proposal
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CD&R anticipates further discussing management agreements and management's rollover of its existing equity stake
Financial and Legal Counsel: Moelis and Kirkland & Ellis, respectively
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■ Quality of Earnings and Technology: PwC and EY Parthenon, respectively
■ Business Due Diligence: McKinsey
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