Evercore Investment Banking Pitch Book
Overview of Proposed Transaction and Process Summary
Transaction Profile
($ in millions, except per share data)
Evercore has been asked to provide an opinion as to whether the merger consideration is fair, from a financial point of
view, to the holders of shares of Company common stock (other than MacAndrews & Forbes Holdings and its
affiliates) entitled to receive such consideration.
Offer Price
% Premium/ (Discount) to Unaffected Share Price
% Premium/ (Discount) to 4 Weeks Prior to Initial Proposal
% Premium/ (Discount) to Closing Price on 9/9/11
Consideration
Total Equity Value at Offer Price
Plus: Debt (6/30/11)
Less: Cash (6/30/11)
Transaction Enterprise Value
% Premium to Unaffected TEV
Implied Transaction Multiples
LFQ
CY2011E
CY2012E
Key Terms
Statistic
$445
441
459
Includes cash and cash equivalents and $3 million of notes receivables
(3) Latest four quarters (LPQ) as of Q2 2011 which closed on 6/30/2011
(4)EBITDA adjusted to exclude aer impaiment charges, gains on the extinguishment of debt, extracedinary gains, and the settlement of contingern claims
EVERCORE PARTNERS
1
$25.00
47%
10%
23%
100% Cash
$487
2,237
(228)
$2,496
7%
TEV /
Adj. EBITDA*
Confidential
5.6x
5.7
5.4
Source Company Slings, MFW Projections As used throughout this persentation, the "MFW Projections" refer to financial forecasts for Harland Clarke Holding Corp. (HCHC) provided to Evercore by HCHC
management in July 2011, financial forecasts for Mafto Worldwide Corporation ("Mafeo") provided to Evercore by Mafco's management in June 2011 and reaffirmed in July 2011, and amumptions regarding the
Company's expected refinancing plans for HCHC as provided to Evercore by the Company's management in September 2011
(1)The unaffected share price and unaffected "TEV reflect the MFW dosing price on 6/10/11, which was the last closing price price to the submission of the initial proposal letter by MacAndrews & Forbes Holdings on
6/13/11View entire presentation