Evercore Investment Banking Pitch Book slide image

Evercore Investment Banking Pitch Book

Discussion Materials Illustrative Transaction Assumptions m Assumes Harland Clarke ("HC") payments business is sold to Deluxe for 100% cash consideration, paid to MFW, with gross proceeds ranging from $1,500 million to $1,800 million, equivalent to a range of 4.9x to 5.9x HC's last four quarters ("LFQ") EBITDA - Preliminary Draft-Confidential Business is sold cash-free and debt-free Proceeds used to reduce existing HC debt, the remainder of which is refinanced At Deluxe's current trading multiple of 4.9x LFQ EBITDA, HC would be worth approximately $1,480 million before any premium or synergies In Scenario 1, Deluxe raises new debt at 7.0% to fund 100% of the acquisition costs (i.e. Deluxe borrows between $1,500 million and $1,800 million of new debt depending on the purchase price) ■ In Scenario 2, Deluxe funds the transaction through debt and a PIPE from a Sponsor - PIPE of 10 million primary shares, equivalent to a 19.9% pre-deal share count, issued at a 5% discount to Deluxe's current price as of 8/16/11 of $21.16, for net proceeds of approximately $200 million We analyze a range of possible expense synergies from $0 million to $150 million per year on a run-rate basis 50% of synergies assumed to be realized in the first year post-close, 100% thereafter Please note that the tax treatment assumed for the transaction is complicated and based on a preliminary set of discussions with the Company, and that the analysis might change materially based on a more definitive analysis of the tax treatment by the Company and its advisors EVERCORE PARTNERS
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