LionTree Investment Banking Pitch Book
Luna Proposal Overview
Value of Offer at Spot¹
Series A
Series B
Series B
Non-Voting
Voting
Non-Voting
@3.0% Discount @ No Discount @3.0% Discount
Cash
Stock
Total
Cash
Stock
Total
$18.00
$13.52
$31.52
Value of Offer at 15-Trading Day VWAP¹
Series B
Series A
Series B
Non-Voting
Voting Non-Voting
@3.0% Discount @ No Discount @3.0% Discount
$7.26
$18.00
$7.26
$14.55
$27.95
$27.11
$32.55
$35.21
$34.37
Cash
Stock
Total
$7.26
$25.98
$33.24
Value of Offer at 30-Calendar Day VWAP¹
Series A
Series B
Series B
Non-Voting
Voting Non-Voting
@3.0% Discount @ No Discount @3.0% Discount
$18.00
$14.23
$32.23
$7.26
$25.20
$32.46
$7.26
$27.34
$34.60
$7.26
$26.52
$33.78
LionTree 3) Excludes production loans
Pro Forma Ownership
Luna Offer Exchange Ratio
Saturn Shares Today²
Less: Luna Shares in Saturn
Saturn Shares Acquired
New Luna Shares Issued to Saturn SHs
4) Includes $52mm in run-rate cost synergies
Current Fully Diluted Luna Shares Oustanding
New Shares Issued to Saturn SHs
Pro Forma Fully Diluted Shares Oustanding
Pro Forma Luna Leverage
Luna PF Net Debt @ 3/31/16³
Less: Cash Flow from 3/31/16 - 12/31/16
Pro Forma Net Debt@ 12/31/16
Series B
Series A Series B
Non-Voting Voting Non-Voting
0.6321x
0.6784x 0.6321x
88.6
9.9
(2.1)
(2.6)
7.3
4.6
Luna CY 2016E EBITDA (incl. equity income)
Saturn CY 2016E EBITDA
Pro Forma CY 2016E EBITDA
86.5
58.7
Implied Pro Forma Net Leverage (Excluding Synergies)
Implied Pro Forma Net Leverage (Including Synergies)*
Source: Saturn projections per Saturn management, public company filings; Luna projections per Luna management, as reviewed by Saturn
Note:
9.9
(2.6)
7.3
4.6
Shares
(mm)
153
78
231
Economic
Own. (%)
66.4%
33.6%
100.0%
3,642
(112)
3,530
229
490
719
4.9x
1) Based on Luna spot price as of 06/22/2016 of $20.55; Luna 15-trading day VWAP price as of 06/21/2016 of $22.11; Luna 30-calendar day VWAP price as of 06/21/2016 of $21.63
2) Based on fully diluted shares using treasury stock method; consists of 98,4mm basic shares outstanding, 9.8mm in-the-money options (at WAEP of $18.95), 0.8mm RSAs, and
0.3mm RSUs
5
4.6xView entire presentation