Goldman Sachs Investment Banking Pitch Book
January 2021, 27 slides
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tent stone key partners project jaguar panther board bid review proprietary and confidential | Goldman Sachs
project jaguar process summary panther engaged stone key partners and to be its financial advisors to explore potential interest in a sale of panther potential interested contacted strategics and private equity firms sept potential sent and executed potential attended management presentations and conducted due diligence definitive proposals received executed do definitive proposal submitted a private parties contacted strategics partners | Goldman Sachs
viper key proposed transaction terms summary sir roid i cash offer for of equity price per share premium to panther unaffected price of total transaction value proposal is not subject to a financing contingency of debt pursuant to debt commitment letter provided by chase of equity pursuant to equity commitment letter provided by fund panther shareholder approval customary closing conditions mid signing viper is requesting a meeting with panther customer to discuss potential issues viper intends to work closely with panther and its customers to resolve any issues related to the transaction post signing key conditions to close anticipated closing a stone key partners | Goldman Sachs
summary of key legal and merger agreement items viper approval a commitment letters panther stockholder treatment of employee equity awards payable by viper for failure to close ability to force closure payable by panther limited guarantee requires panther stockholder approval key terms negotiated equity and debt commitment letters will be in place at the time the merger agreement is executed viper will provide a standard limited guarantee from a viper entity that obligates it to pay the reverse termination fee amount if required under the terms of the merger agreement panther has right to cause the equity financing to fund if and only if viper debt financing has been funded or will be funded at closing if viper debt financing is not available when all of closing conditions have been satisfied or viper otherwise fails to close panther will have the right to terminate the merger agreement and collect the reverse termination fee of equity value of equity value all employee equity awards whether vested or unvested will be cashed out at closing gross ups tax consequences panther is permitted to provide gross up payments to the members of panther executive leadership team consideration received by panther stockholders will be taxable for federal income tax purposes board seats none quarterly dividend panther is permitted to continuing making its regular quarterly dividend through the closing date stone key partners | Goldman Sachs
i key proposed transaction terms summary stock for stock transaction structured as a reverse triangular merger price per share face value per share based on share price of i premium to panther unaffected price of exchange ratio ownership eer fixed exchange ratio to institute annual dividend of i implying per panther share increase of or over current panther dividend of synergies erd anticipates in net annual cost synergies no financing condition intends to refinance debt and panther debt with mixture of pro rata debt term loans and or key conditions to close anticipated closing public market debt shareholder approval shareholder approval customary closing conditions mid has substantially concluded all due diligence activities with only a few signing items confirmation on upcoming smit related cost reduction initiatives review of panther results proposal expires at close of business on to merger agreement by i stone key | Goldman Sachs
summary of key legal and merger agreement items key terms panther stockholder approval stockholder approval requires panther stockholder approval requires stockholder approval payable by panther of equity value by for change in recommendation of equity value employee equity awards rolled over or converted consistent with the applicable original unvested panther equity award agreements gross ups panther is not permitted to provide gross up payments to the members of panther executive leadership team the transaction is intended to be tax free for federal income tax purposes for panther stockholders board seats three current panther directors effectively selected by to serve on the member board of the combined company panther dividend panther is permitted to continuing making its regular quarterly dividend through the closing date stone key partners | Goldman Sachs
summary of i reverse due diligence panther brings strong capabilities in optical and wireless legacy lucent and strong relationships in the plans to announce in net cost synergic so stone key | Goldman Sachs
summary of i reverse due diligence a so stone key | Goldman Sachs
offer assessment overview stock consideration with net synergies and share panther ownership illustrative components of transaction implied value cash accretion panther face value acquisition price price exchange ratio panther shares outstanding hem shares issued to panther pro shares outstanding panther ownership in average stone key | Goldman Sachs
panther relative contribution summary panther panther total panther ratio equity value equity value unaffected i revenue operating income net income levered free cash flow i i a i i i i an so stone key | Goldman Sachs
government technology services historical and analysts projected growth metrics the combined company growth metrics in and based on current analyst consensus trails its peers revenue growth growth i a panther i i i i i i i sig stone key | Goldman Sachs
historical and current valuations past months enterprise value panther year panther panther so stone key | Goldman Sachs
comparison of strategic alternatives present value of panther future share prices discounted to sic forecast forecast acquisitions on sig stone key | Goldman Sachs
supporting analyses bus stone key | Goldman Sachs
panther share price performance an analysis of panther unaffected share price after adjusting for and filings and the article speculation about a potential sale suggests a value near a a files announcing preliminary share price day before panther loses to mar may panther adjusted panther actual am stone key partners | Goldman Sachs
panther share price performance a dot lek tot stone key | Goldman Sachs
all stock transaction exchange ratio last twelve months implied exchange ratio period average a panther ownership me panther panther shares panther share price days days days year a me proposed all stock transaction panther price panther price a so stone key | Goldman Sachs
government technology services valuations past years public valuations have been quite volatile over the past years but the sector is currently trading above its year average of past years sex index includes bah mant and saic stone key partners | Goldman Sachs
government technology services valuations since public valuations have been volatile since mirroring the volatility of the overall market since files so stone key | Goldman Sachs
comparison of strategic alternatives present value of panther future share prices discounted to me sic go stay course forecast forecast acquisitions forecast value of share prices stone key | Goldman Sachs
strategic alternatives comparison present value of share prices stay the course combination alternatives panther combination of synergies multiple cost of equity me management forecast organic revenue multiple cost of equity management forecast organic revenue multiple cost of equity plus a organic revenue plus three acquisitions multiple cost of equity equity stone key | Goldman Sachs
has gets analysis stock transaction panther assuming the combined company trades at a multiple of more than the transaction would be accretive to both panther and shareholders pro panther share price and change from unaffected price of pro change from closing price of share price and panther ownership ownership face value face value total value change share price change i a a a | Goldman Sachs
government technology services operating metrics income i bah saic panther mant bah saic panther mant bah saic panther mant free cash flow margin income margin bah saic panther mant panther i bah mant saic bah saic mant i stone key | Goldman Sachs
government technology services valuation metrics bah cacti saic enterprise value leverage debt enterprise value equity value net income free cash flow yield conversion peer average peer average peer average mant panther panther mant mant saic saic bah bah mant bah saic panther saic panther bah mant saic panther bah mant stone key partners | Goldman Sachs
historical acquisition based public targets stock consideration cash consideration quartile of deals average premium median premium of deals average premium median premium since since since since stone key partners | Goldman Sachs
disclaimer investment banking division | Goldman Sachs
stone key disclaimer this presentation has been prepared by stone key solely for the use of the senior management and board of directors of the company in connection with its consideration of the matters referred to herein this presentation should only be used by the its evaluation of the specific matters referred to herein and should not be used considered or relied upon for any other company in this presentation is confidential and may not be reproduced disseminated quoted purpose or in connection with any other matter from or referred to at any time in any manner or for any purpose without the prior written consent of stone key notwithstanding the foregoing and any agreement or representation written or oral by either the company or stone key the company shall have no obligation to stone key to maintain the confidentiality of the tax treatment and tax structure of any transaction described herein or any materials of any kind including analyses that are provided to the company relating to such tax treatment and tax structure the financial and other information contained in this presentation was obtained solely from the company and from public sources stone stone key has relied upon and assumed without independent verification the accuracy and completeness of such information key has assumed that the company projections referred to herein have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of the company as to the expected future performance of the company stone key has not assumed responsibility for independent verification of any such information including without limitation the projections stone key expresses no view or opinion as to such projections and the assumptions upon which they are based and stone key has further relied upon assurances of senior management of the company that they are unaware of any facts that would make any analyses based upon forecasts of future results are not necessarily such information and projections incomplete or misleading stone key has not performed or obtained any independent appraisal of the assets or liabilities indicative of actual future results contingent or otherwise of the company nor have we been furnished with any such appraisals stone key has assumed that the near term and long term impact of the pending covid pandemic has been accurately forecasted in such i information including projections and the assumptions upon which they are based and estimates judgments and assurances of management of the company stone key expresses no opinion as to the impact on this presentation if the actual near term and or long term impact of the nothing contained herein shall be construed as legal regulatory tax or accounting pandemic varies from the forecasted amounts advice this presentation does not address the company underlying business decision to pursue any transaction the relative merits of any transaction as compared to any alternative business or financial strategies that might exist for the company or the effects of any other transaction in which the company might engage this presentation has been prepared as of the date on the cover of this presentation and reflects information made available to stone key as of or prior to such date this presentation is subject to the assumptions limitations qualifications and other conditions contained herein and is necessarily based on economic market and other conditions and the information made available to stone key as of the date hereof stone key assumes no responsibility for updating or revising this presentation based on circumstances or events occurring after the date hereof stone key partner | Goldman Sachs
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