LionTree Investment Banking Pitch Book
Comparison of Offers
Price / Value
Consideration
Tax Treatment
Financing
Certainty
Timing to Close
Luna
$20.00 per share in cash +0.566x shares of
Luna implies $31.67 per share (based on
Luna Monday closing share price of
$21.25)¹
As part of the transaction, Luna will
recapitalize its shares into voting and non-
voting structure
Consideration received by Saturn A
shareholders will be in the form of non-
voting stock
-63% cash / 37% non-voting stock
10% premium and voting stock to Class B
B Counter: $22.00 in cash +0.623x
shares of Luna voting stock
PF Saturn ownership of 27.1% pre-equity
raise and 24.4% post-equity raise
Resulting in PF net leverage of -5.6x pre-
equity raise excluding synergies and -4.9x
including synergies³
Post-equity raise PF net leverage of -5.3x
excluding synergies and -4.7x including
synergies³
Expect to need $500mm of equity
financing (terms, timing and structure still
need to be worked through - ideally we
would want a backstopped commitment
on the equity)
Taxable to shareholders
Expect fully committed financing; but papers
still TBD
4-6 months (US)- TBD whether Canadian
restructuring has any implications to timing
Note:
LionTree 1) Assumes 3% discount for non-voting stock
Draft Working Materials - Subject to Change
2) Based on current prices as of market close on June 13, 2016
3) Leverage excludes production loans; EBITDA excludes startup cost adjustments which would add an additional -0.4xView entire presentation