Credit Suisse Investment Banking Pitch Book
Illustrative pro forma financial impact
Merger consideration 100% cash for Maine, 50/50 stock/cash for
Pennsylvania
Selected assumptions
Based on Florida, Pennsylvania and Maine share prices of
$39.01, $35.70 and $8.53 as of 11/30/12
Florida estimates per Florida management plan; assumes
transaction close of 1/1/13 for illustrative purposes
Commodity price assumptions based on forward curve
pricing as of 11/30/12
Florida stock issued at Florida share price of $39.01 as of
11/30/12
Share repurchase assumes Florida shares repurchased at a
10% premium to Florida's closing share price of $39.01 as of
11/30/12 for illustrative purposes
Does not reflect pro forma financial impact of issuing royalty
units
Pro forma balance sheet based on Florida, Pennsylvania
and Maine management plans
$2 billion minimum pro forma cash balance; 0.3% interest
rate earned on cash
■ 3.75% interest rate on acquisition debt for illustrative
purposes
No synergies assumed for illustrative purposes
Marginal tax rate of 35%
Assumes that $500 million convertible preferred stock held
by Florida converts
Cash consideration excludes Pennsylvania and Florida
interest in Maine
CREDIT SUISSE
Current proposals
Pennsylvania current proposal
% premium to current
% stock
Implied Pennsylvania aggregate equity consideration
Implied Pennsylvania aggregate transaction value
Pro forma Pennsylvania ownership (fully diluted)
Maine current proposal (cash consideration)
% cash
Maine equity purchase price
Maine transaction value
Pro forma impact
Accretion / (Dilution) - 2013E EPS
Additional pre-tax synergies to breakeven
Share repurchase required for breakeven (millions of shares)
% of Florida basic shares outstanding repurchased
Accretion / (Dilution) - 2013E CFPS
Accretion / (Dilution) - 2014E EPS
Accretion / (Dilution) - 2014E CFPS
Accretion / (Dilution) - 2015E EPS
Accretion / (Dilution) - 2015E CFPS
Total debt / 2012PF capitalization
Total debt / 2012E EBITDA
% of Florida basic shares outstanding issued
Cash consideration (2)
Source: Florida management 5-year plan, Pennsylvania management 5-year plan and Maine Financial Projections.
(1)
Implied value per share based on exchange ratio of 0.641x and Florida stock price of $39.01 as of 11/30/12.
Includes Pennsylvania cash-settled RSUS.
(2)
$50.00 (1)
40.1%
50.0%
$6,804
17,316
8.4%
$14.75
100.0%
$3,429
3,537
(1.4%)
$100
20.0
2.1%
27.0%
(0.6%)
25.9%
(0.8%)
26.5%
45.7%
1.7x
9.2%
$5,687
Confidential
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