Bank of America Investment Banking Pitch Book
Take Private Process Overview
Transaction Execution Timeline
Most MLP take privates have been executed through a negotiated merger; typically a negotiated merger has a longer statutory time table, however, a
tender offer may introduce execution risk if the price is not accepted by enough unit holders
Week
18
(1)
Parent evaluates
potential
transaction
Parent develops
initial offer
0
2
Parent evaluates
potential
transaction.
Parent develops
initial offer
■ Parent notifies GP Board of
potential tender offer
■
■
GP Board engages Conflicts
Committee
Conflicts Committee engages
outside financial and legal
advisors and commences
diligence
6
Parent notifies GP board
of potential merger
■ GP board delegates
authority to Conflicts
committee to review,
negotiate and
recommend the potential
merger to MLP
unitholders
■ Conflicts Committee
engages outside financial
and legal advisors
Both options assume customary SEC review periods.
■
■
Tender Offer and Exercise of Limited Call Right (¹)
Parent files Schedule TO (Offer
to Purchase) and Schedule 13E-
3 (if required) and MLP files
Schedule 14D-9
Mail tender offer materials to
public unitholders and provides
notice through WSJ
Conflicts committee's.
recommendation to public
unitholders with respect to the
tender offer is included in the
offering materials
8
Parties begin
negotiating
Merger
Agreement and
deal terms
10
12
Sign Merger
Agreement
■ Issue press
release
■ File Form 8-K
■ Tender offer closes (20
business days following
commencement, absent
significant SEC Staff
comments)
■
Parent notifies MLP's
transfer agent that GP
intends to exercise call right
under MLP's partnership
agreement 10 days later
14
Prepare and file
Schedule 14A
(Proxy/
Information
Statement),
Schedule 13E-3 (if
required)
Merger Agreement (¹)
16
■ Parent closes exercise of call
right (10 days after notice to
MLP's transfer agent)
18
■ Receive SEC
comments on
Schedule 14A (and
Schedule 13E-3 if
required)
20
SEC review and
comment
responses
completed
22
■ Print and mail
proxy/
information
statement to MLP
unitholders (if
needed)
24
MLP unitholder
meeting (if
needed)
■ Close mergerView entire presentation