Goldman Sachs Investment Banking Pitch Book

Goldman Sachs PRELIMINARY CONFIDENTIAL DRAFT-SUBJECT TO CHANGE AFTER FURTHER DILIGENCE AND REVIEW → Preliminary Perspectives Regarding Potential INVESTMENT BANKING Next Steps DIVISION Evaluation of Potential M&A Interest After the in-person management meetings, allow each of Sponsor A and Salamander 1-2 additional follow up diligence calls within the next 7- 10 days ■ Request that initial indications of interest be submitted in writing in -1-2 weeks Initial indications containing price, financing / structuring/ tax / accounting / legal assumptions, and other process and timing-related information ■ Review indications and provide feedback with respect to any materially incorrect assumptions ■ Request that the parties resubmit initial indications based on feedback ■ Based on resubmitted indications, Special Committee to make a "go/ no go" decision If decision is made to proceed, a single third-party financing source should be selected to provide parties market check on financing terms Request that Sponsor A and Salamander confirm revised indication and leverage following market check process In parallel with market check process, the Special Committee should decide in parallel whether to contact a short list of other potential sponsors/strategics to gauge interest Evaluation of Spin-Off / Spin-Merger Alternatives ■ If a decision is made to further evaluate potential separation alternatives, management should undertake a process to determine how Opal might be organized into two or more separate entities, including considering: Which businesses each entity would contain Determining how each entity would be operated and any potential agreements between the entities to minimize and / or mitigate any separation-related dissynergies Review the potential dissynergies of a separation, including operational, financial, structural and transaction- related dissynergies Prepare financial projections for each entity as a standalone company, including quantifying the financial impact of any potential dissynergies Once the financial projections are prepared, they should be incorporated into a financial analysis to determine the potential value outcomes associated with a separation In parallel, further work should be done to evaluate the process and timetable required to effect a potential separation 20

View entire presentation