Citi Investment Banking Pitch Book

Overview 3 Offeror Process Consideration Papa - a purchase of outstanding shares from the public Charlie technically a recapitalization One-Step • Merger with parent, or, • Recapitalization Two-Step • Papa tenders for Charlie shares • Follow-on merger to purchase remaining shares Cash - funded largely through additional borrowings Refinancing in addition, may need to refinance certain debt instruments DRAFT 29-Jun-04 citigroup]

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