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
28View entire presentation