Evercore Investment Banking Pitch Book
Pro Forma LBRD NAV (Accretion / Dilution) Analysis with Different Exchange Ratios
GCI valued at $2.75bn
($ in millions, except per share data)
GLIBA Share Price (6/22/20)
GLIB Trading Value
Purchase Premium to GLIBA (%)
Implied GLIBA Price per Share
Implied FDSO2
GLIB Purchase Price
LBROK Share Price (6/22/20)
New LBRD Shares issued
Exchange Ratio
LBRD Pro Forma Net Asset Value
LBRD Financial Assets
Charter (6/22/20)
Skyhook
Current LBRD Total Net Debt
Capitalized Corporate Expense
Current LBRD Net Asset Value
GLIB Financial Assets
Charter (6/22/20)
Lending Tree (Post-tax)
GCI Value
Evite Value
NOL Carryforward value
Pro Forma NOL Acceleration
Capitalized Corporate Expense
NPV of RHC FY16-19 Settlement
Current GLIB Total Net Debt
Synergies
PF Net Asset Value
6
4.
5
Pro Forma LBRD NAV (Accretion/Dilution) Analysis under Different Exchange Ratios
6.
7.
8.
$68.63
$7,325
8.4%
$74.38
106.9
$7,949
$129.36
614
0.575x
$28.563
29
(555)
(584)
$27,452
$2.827
748
2.750
21
132
0
114
(3,164)
115
$30,531
183.1
614
(42.7)
201.9
$68.63
$7,325
9.3%
$75.03
106.9
$8,013
$151.25
$149.93
0.9%
$129.36
62.0
0.500x
$28.543
(555)
(584)
$27,452
Total Shares Outstanding
Current LBRD Diluted Shares
(+) New LBRD Shares Issued
(-) Shares that GLIB Owns in LBRD
Pro Forma LBRD Shares Outstanding
Pro Forma Net Asset Value /Share
LERD Net Asset Value / Share
amplied Accretion/Dilution (%)
Source: FactSet (as of 6/22/20)
Note: For illustrative purposes, we have analyzed the transaction assuming stock consideration; Charter valued at share price of $527.67 as of 6/22/20 on a pre-tax basis and Lending Tree valued on a post-tax basis
1. As of 6/22/20, GLIB total FDSO is 106.7mm: Series A share price is $68.63 and has 102. 0mm shares outstanding Series 8 share price is $88.75 and has 4,7mm shares outstanding
2 Calculated using treasury stock method
$2,827
748
2.750
21
132
O
(465)
114
(3,164)
115
$30,531
183.1
62.0
(42.7)
202.4
3. Assumes the mid-point of Skyhook's value based on DCF analysis with terminal range of 1.5x to 3.5x
Assumes the mid-point of GCI TEV range informed from the average value of trading analysis, precedent transactions and discounted cash flow valuation analyses
Assumes the mid-point of Evite's value based on DCF analysis with terminal range of 1.25x to 2.25x
Assumes 0.17% discount rate for RHC FY16-19 Settlement impact based on 1-year treasury rate on 6/22/20
Includes $178mm preferred stock and 1.75% exchangeable senior debenture valued on a trading value basis of $680mm as of 6/22/20, book value as of 3/31/20 of $477mm
Assumes the mid-point of $3-5mm annual run-rate synergies at 6.75% WACC, 4% perpetulty growth rate and 24% LBRD effective tax rate, per GLIB management guidance
EVERCORE
Confidential
$150.84
$149.93
$68.63
$7,325
10.3%
$75.68
106.9
$8,088
$129.36
62.5
0.585x
$28.563
29
(555)
(584)
$27,452
$2.827
748
2.750
21
132
0
(465)
114
(3.164)
115
$30,531
183.1
62.5
(42.7)
202.9
$150.44
$149.93
0.3%
GCI
LibertyView entire presentation