Evercore Investment Banking Pitch Book
Transaction Overview
Summary
Scope of
Assignment:
($ in millions, except per share and unit amounts)
Evercore Group L.L.C. ("Evercore") has been asked by McMoRan's Special Committee of the Board of Directors
whether, in Evercore's opinion, the consideration to be received by holders of common stock of McMoRan in the
Proposed Transaction is fair, from a financial point of view, to such holders entitled to receive such consideration
Merger
Consideration
Implied
Multiples
Offer Price
Premium
Analysis
Proposed Merger Consideration
Cash Consideration
Implied Value of Trust Units Per Share
Total Consideration Per Common Share
Implied Transaction Equity Value
Implied Transaction Enterprise Value
(EV based on Risked Value)
EV/2012E EBITDAX
EV/2013E EBITDAX
Offer Price/2012E CFPS
Offer Price/2013E CFPS
EV/Proved Reserves
EV/3P Reserves + Risked Resource
EV/3Q Production
EV/2013E Production
(Based on Risked Value)
Type of Average
VWAP
Implied Premium
Simple Average
Implied Premium
I/B/E/S
$8.72
97.3%
$159.0
$162.6
$0.62
$0.56
209 Befe
18,236 Bofe
133,809 Mcfed
153,600 Mcfed
$14.75 in cash and 1.15 units in a newly formed royalty trust representing
a 5.0% overriding royalty interest in McMoRan's ultra-cleep acreage
for each common share of McMoRan
(1)
Risked
$14.7500
$2.4528
$17.2028
Multiple
$3,988
$4.096
25.8x
25.2%
27.7x
30.7x
209 Befe
18.236 Befe
133.809 Mcfed
150,259 Mcfed
Period of Time
Current 1-Day
5-Day
$8.23
Trading Days
10-Day 30-Day
$9.13
$8.47
90-Day 180-Day 1-Year 2-Year
$10.23 $11.49 $10.90 $11.54 $13.23
103.0%
68.2% 49.7% 57.8% 49.0% 30.0%
$8.72 $8.50 $10.21 $11.52 $12.29 $11.32 $12.00
97.3% 102.3% 68.4% 49.4% 40.0% 51.9% 43.4%
105.9%
$8.5%
MMR Estimates
$175.4
$175.1
$19.65 / Mcfe
$0.22 / Mefe
$30,613/ Mcfed
$26,668/Mcfed
Confidential
$0.57
$0.51
Untisked
$14.7500
$4.6002
$19.3502
$4,485
$4,593
Multiple
High
$19.65/Mcfe
$0.22/Mcfe
$30,613/ Mcfed
$27,261/Mcfed
52-Week
$13.74 $16.57
25.2%
23.4x
23.4x
30.2x
55.52
(1) ORRI Trust uit vahe based on the midpoint of the per unit value of the ORRI Trust at a 10% discount rate and an 11% discount rate using the NAV Assumptions under NYMEX Strip pricing as of December 3, 2012 assuming a
$16.90 offer value for purposes of calculating make-whole and fully diluted shares assuming a December 31, 2012 closing date
EVERCORE PARTNERS
1
$7.25
3.8% 137.3%
Low
MCMoRanView entire presentation