J.P.Morgan Investment Banking Pitch Book slide image

J.P.Morgan Investment Banking Pitch Book

Overview of valuation methodologies Financial projections Trading multiples Sum-of-the- parts For reference only Transaction multiples Intrinsic valuation Synergy analysis All projections for both UGI and APU and synergy assumptions have been provided and approved by UGI management Valuation date of 12/31/18 Fiscal year end as of 9/30 To assess APU from a trading multiples perspective, J.P. Morgan has provided multiples related to publicly traded propane companies with similar functions and geographies ☐ To value these companies, J.P. Morgan employed Firm value / EBITDA multiples, Price/LP DCF multiples and LP distribution yields To assess UGI from a trading multiples perspective, J.P. Morgan has utilized publicly traded diversified utilities To value these companies, J.P. Morgan employed Firm value / EBITDA multiples, and Price / EPS multiples UGI is comprised of four segments: UGI Utilities, Midstream and Marketing ("M&M). International and APU To assess UGI from a sum-of-the-parts approach, J.P. Morgan has employed a Price / EPS multiple for the utilities business and Firm value / EBITDA multiples for the M&M and International segments, APU and corporate EBITDAS To assess APU from a transaction multiples perspective, J.P. Morgan has employed selected buy-in precedent transactions evaluated on a NTM LP DCF basis J.P. Morgan has employed an unlevered (after-tax) discounted cash flow approach for both UGI and APU UGI deconsolidated assumes a discount rate of 7.00% to 8.00% while APU assumes a discount rate of 7.25% to 8.25% CONFIDENTIAL #UGI assumes terminal growth (ex-APU) ranging from 2.50% to 3.50% while APU assumes terminal growth ranging from 0.00% to 2.50% Also, for reference only, J.P. Morgan employed a discounted distributions approach for APU assuming terminal growth range of 0.00% to 2.00% on distributions per unit All analyses assume mid-period discounting Management provided J.P. Morgan with guidance on potential synergies as part of the transaction. These synergies include: Implied public company cost savings ☐ Corporate G&A savings; and ■ Incremental cash flow generated by reinvestment of excess cash at a 7.5x EBITDA multiple Synergies account for $5mm p.a. run-rate with no cost to achieve and no phase-in Synergies discounted at UGI deconsolidated at an assumed discount rate of 7.00% to 8.00% Source: UGI and APU projections and synergy assumptions as provided and approved by UGI management Note: Projections based on 09:30 fiscal year end 4 J.P.Morgan
View entire presentation