Morgan Stanley Investment Banking Pitch Book slide image

Morgan Stanley Investment Banking Pitch Book

Portions of this exhibit marked [*] are requested to be treated confidentially Project Roosevelt • Select other outbound contacts have been made, with no substantive dialogue to date Morgan Stanley THIRD-PARTY ALTERNATIVES Selected Outreach / "Market Checks" • To gauge market interest in a potential transaction with Monroe, Morgan Stanley contacted a select list of potential investors previously engaged in the Monroe process [************] [************] [************] [************] [************] • Submitted attractive bid in first round, but unable to provide certainty around financing . . . Strictly Confidential . . Remain interested in Monroe but current timeline not feasible from a diligence or financing perspective Participated in previous process with interest in a merger or strategic partnership Potentially interested in a WholeCo bid Will discuss with partners and revert mid-week of March 14th Indicated previously submitted bid letter remains valid (asset deal to acquire Delano and OpCo for $200MM apiece) Based on the implied revenue multiple (-7x) at the time the offer was made, the OpCo valuation would be closer to $125MM(¹) based on current NTM revenue Involved in asset sale process so familiar with two major components of value Digging in on where they might see wholeco value and will provide some feedback on March 14th Submitted offer to merge with a [**] portfolio company that has since been sold Familiar with components of value and the business Will respond with updated feedback early week of March 14th Note 1. $200MM bid was on $28.0MM of revenue, implying -7.1x multiple, but on current revenue of $17.5MM, a-7.1x implies a value of $125MM. Assuming value of Delano at $200MM (per their offer) and Hudson at $310MM, share price is $0.98 28
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