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Leveraged Acquisitions Leveraged Acquisitions From Theory to Deal Structuring Andrea Diamanti, CFA Director - Financial Sponsor Solutions - UniCredit Corporate & Investment Banking

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Page 1: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Leveraged AcquisitionsLeveraged Acquisitions

From Theory to Deal Structuringy g

Andrea Diamanti, CFADirector - Financial Sponsor Solutions - UniCredit Corporate & Investment Banking

Page 2: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Agenda

Unicredit OverviewUnicredit Overview

Leveraged Acquisitions Overview

Case study

2

Page 3: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

UniCredit Group is "the first truly European bank"

UniCredit Group – at a glance

Employees: over 168,000

UniCredit Group at a glance

Branches: 9,974

Banking operations in 22 countriesg p

International network spanning ~ 50countries

Global player in asset management:~ € 160,2 bn in managed assets

M k t l d i C t l d E t EMarket leader in Central and Eastern Europe leveraging on the region’s structural strengths

3

Page 4: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Leading market position in Italian and European Leveraged Finance

MLA Core Regions (Jan. - Apr. ‘10) MLA Europe (Jan. - Apr. ‘10)

Rank Lender Deal Value (EUR m) No. %shareRank Lender Deal Value

(EUR m) No. %share ( )1 JPMorgan 1365.00 1 21.362 Barclays Capital 627.75 3 9.823 Goldman Sachs 608.08 2 9.513 Deutsche Bank 608.08 2 9.515 UniCredit Group 533.87 3 8.356 Ll d B ki G 523 78 4 8 19

( )1 UniCredit Group 505.13 2 23.882 Goldman Sachs 480.13 1 22.703 Deutsche Bank 480.13 1 22.704 Barclays Capital 480.13 1 22.705 Intesa Sanpaolo 70.00 1 3.316 W tLB 25 00 1 1 18 6 Lloyds Banking Group 523.78 4 8.19

7 Nordea Bank AB 413.83 2 6.478 KKR 208.03 1 3.259 BofA ML 187.05 2 2.93

10 FIH Erhvervsbank A/S 147.78 1 2.31

6 WestLB 25.00 1 1.187 ING 25.00 1 1.188 Credit Agricole CIB 25.00 1 1.189 Avenue Capital LLC 25.00 1 1.18

UniCredit enjoys top positions both in its core makets and in Europe UniCredit enjoys top positions both in its core makets and in Europe

4

Page 5: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Agenda

Unicredit OverviewUnicredit Overview

Leveraged Acquisitions Overview

Case study

5

Page 6: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

LBO Overview

Leverage Buy Out

A leveraged buy out (“LBO”): acquisition of a public or private company financed A leveraged buy-out (“LBO”): acquisition of a public or private company financedpredominantly by debt with limited equity.

The debt is typically includes a combination of bank loans, loans from other financialinstitutions and bonds with below investment-grade credit ratings, referred to as high-yieldb dbonds.

Assets of the acquired company act as collateral for the debt and interest and principalobligations are met through cash flows of the refinanced company

LBOs appeal to private equity firms due to the size of acquisitions that can be made with LBOs appeal to private equity firms due to the size of acquisitions that can be made withrelatively small equity investments. Since the acquired company will be leveraged (i.e. largedebt to equity ratio), a suitable LBO target should have certain cash flow characteristics:stability, predictability

The purposes of debt financing for leveraged buyouts are two fold: The purposes of debt financing for leveraged buyouts are two-fold: The use of debt increases (leverages) the financial return to the private equity sponsor until the

WACC is minimised (Modigliani-Miller), thus as long as the cost of debt is below the cost ofequity.

The tax shield of the debt increases the value of the firm enabling the private equity sponsor topay a higher price than would otherwise be possible. Because income flowing through to equityis taxed, while interest payments to debt are not, the capitalized value of cash flowing to debt isgreater than the same cash stream flowing to equity

6

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Financing structure

Debt: A Balance Sheet Format

ADVANTAGES OF BORROWING

Tax benefit:

DISADVANTAGES OF BORROWING

Bankruptcy Cost: Tax benefit:Higher tax rates Higher tax benefits

Added Discipline:

Bankruptcy Cost:Higher business risk Higher Cost

Agency Cost: Added Discipline: Debt is a cushion/ debt is a sword

Debt payments reduce managerial discretion in the spending of free

Agency Cost:Greater the separation between stock-holders & lenders Higher Cost

p gcash flows (debt-bonding effect) Loss of Future Financing Flexibility:

Greater the uncertainty about future financing needs Higher Cost

7

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LBO Overview

Simple LBO structure

PE HouseVendor loan ?

Equity

EquityNewCoManagement Vendor

Equity

A i t t

SPA

Senior & junior debt

TargetL d

Acquires target

Target (OpCos)Lenders

Debt

8

Source: www.buyouts.org

Page 9: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Corporate Acquisition Overview

Simple Corporate Acquisition structure

Shareholders

Equity

Senior & junior debt

Buyer Vendor

A i t t

SPA

T t

Lenders

Debt

Acquires target

TargetDebtPost-closing Merger

9

Source: www.buyouts.org

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Financing structure

Typical structure and key structural issues

Eq it &

Subordination / ranking S it t

Equity CoEquity &

Shareholder loans

Proceeds from equity

Mezzanine

Warrants

Security over assets Security over assets

Financial assistance

Ta iss es

Junior debt PIK Notes

from equity

CovenantGroup

Tax issues Group tax relief (Interest offset)

Accrued interest deduction on PIK

Proceeds from PIK

PIK

Minorities – squeeze-outs (new rule) @ 90%

Bank Co. Bidder Bank loan

Security Security

Mezzanine

Op. Cos. Target

y y

Merger

10

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Financing structure LBO

Structuring parameters

% approach EBITDA Multiples Target returns

EquityEquity40-50%

Equity3 - 5x EBITDA

EquityIRR 20-30%2 - 3x Cash

Mezzanine10 15%

Mezzanine1.0x – 1.5x

MezzanineIRR 12-17%1 6x Cash10 - 15% EBITDA

Senior Debt

1.6x Cash Libor +10 -12 %

Senior Debt35 - 50%

Senior Debt3.0 - 4.0x EBITDA

Senior Debt3.5%-5.0% Margin

11

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Financing structure Comparison

Structuring parameters

EBITDA Multiples – Corporate Acquisitions EBITDA Multiples - LBOs

Equityon Balance Sheet

Equity3 - 5x EBITDA

Mezzanine/HY Bond1.0x

Mezzanine/HY Bond1.0x – 1.5x

EBITDA EBITDA

Senior Debt2.0 - 3.5x EBITDA

Senior Debt3.0 - 4.0x EBITDA

12

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Financing structure

Spectrum of Financing Instruments

EQUITY

DEBT

isk

Junior

PIK

Equity

High yield

QUR

i

Second

Senior mezzanine

Junior mezzanine

High yield

Sponsors

Senior debt

Secondlien

Investor SponsorsBanks, CDOs

Hedge Funds, Institutions, CDOs

Mezzanine FundsInvestor

Base

Returns 3 – 5%over

6 – 8%over

10 – 12%over

11 – 15%over

8 – 10%fixed

15 – 20% 20-30% plus

13

Page 14: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Financing structure

Bank review 6/7 key financial ratios some are used as financial covenants in the loan

Measuring debt capacity

Bank review 6/7 key financial ratios, some are used as financial covenants in the loan “Headroom” is the key issue for the bank & due diligence Ratios are calculated on an historic rolling LTM

Total Debt (excl. Inst. Loan stock) / EBITDA

Total Debt / (EBITDA – Capex)

EBITDA / net senior interest

EBITDA / net total interest (inc. Institutional loan stock)

EBITDA – CapEx / Total Cash Interest

CADS / Senior debt service (the ADSCR)( )

CADS / Total Debt & Equity service

Total Debt/ Adjusted Net Worth

14

Page 15: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Financing structure

Senior facility (typical financial covenants)

EBITDA: NET CASH INTEREST TOTAL SENIOR DEBT: EBITDA

Yr 1: 4.00 : 1.0

Yr 3: 2.70 : 1.0

Yr 5: 1.70 : 1.0

Yr 1: 2.10 : 1.0

Yr 3: 2.70 : 1.0

Yr 5: 3.60 : 1.0

Yr 1: 5 25 : 1 0Yr 1: 1 1 : 1 0

CADS: DEBT SERVICE TOTAL DEBT: EBITDA

Yr 1: 5.25 : 1.0

Yr 3: 3.60 : 1.0

Yr 5: 2.50 : 1.0

Yr 1: 1.1 : 1.0

Yr 3: 1.2 : 1.0

Yr 5: 1.3 : 1.0

15

Page 16: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

LBO Overview

Sources of Equity Returns

Private Equity investors have three main levers to generate equity returns from investments: (i)deleveraging, i.e. debt reduction from company’s cash flow, (ii) operational improvement growingbusiness EBITDA, (iii) arbitraging valuation multiples between entry and exit of the investment.

Analysis of Equity Returns (Eur mio) Entry ExitEBITDA 100 150

EV / EBITDA 8.0 x 8.5 x

Net Debt 400 300

Equity Value 400 975

Equity Value Created 575

Source: (Eur mio) %Debt reduction 100 17%EBITDA growth 400 70%Multiple arbitrage 75 13%T t l 575 100%Total 575 100%

16

Page 17: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

LBO Overview

Source of Equity Returns Leverage and higher exit multiples are harder to control, but operational enhancement hasLeverage and higher exit multiples are harder to control, but operational enhancement has

accounted for around 60% of returns for carry funds Leverage historically has contributed 10% -15% to investment returns Carry funds do not factor in multiple expansion when valuing an opportunity and often assume

multiple contractionmultiple contraction Holding period is an important factor for IRRs, we forecast more than 4-year holding periods

compared to ~3 years from 2004-06

Operating growthIncrease in operating value (Company-

specific growth / improvements)

Multiple Arbitrage(deal-specific differences between

purchase and sale multiples)

Financial Leverage(amplification of equity stakes

in acquisitions)

17

specific growth / improvements)purchase and sale multiples)in acquisitions)

Page 18: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Leveraged Loan Activity – Senior Loans

Senior loan volume trends 2007-2010 reflect shrunking liquidity

Senior Leveraged Loans – Monthly Volumes

€40B

€25B

€30B

€35B

€15B

€20B

€25B

€5B

€10B

€0B

Jan-9

8Apr-

98Ju

l-98

Oct-98

Jan-9

9Apr-

99Ju

l-99

Oct-99

Jan-0

0Apr-

00Ju

l-00

Oct-00

Jan-0

1Apr-

01Ju

l-01

Oct-01

Jan-0

2Apr-

02Ju

l-02

Oct-02

Jan-0

3Apr-

03Ju

l-03

Oct-03

Jan-0

4Apr-

04Ju

l-04

Oct-04

Jan-0

5Apr-

05Ju

l-05

Oct-05

Jan-0

6Apr-

06Ju

l-06

Oct-06

Jan-0

7Apr-

07Ju

l-07

Oct-07

Jan-0

8Apr-

08Ju

l-08

Oct-08

Jan-0

9Apr-

09Ju

l-09

Oct-09

Jan-1

0Apr-

10

LBO Non-LBO

18

Source: LCD European Leveraged Loan Review

Page 19: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Valuation Multiples

Enterprise Value Multiples - LBOs11x

0.38 0.430.82

10x

11x

0.38

0.38 0.51

0.358x

9x

7.81 7.938.42

9.32 9.27

8.39

9.210.35

0.33

0.39

0.340.38

0.410.33

7x

6.977.27

6.93 6.72 6.64 6.48

7.17

5x

6x

4) 5) 3) 0) 7) 2) 6) 7) 7) 0) 5) 6) 8) 7)

1997

(Obs

ervati

ons:

14)

1998

(35)

1999

(33)

2000

(40)

2001

(37)

2002

(52)

2003

(66)

2004

(77)

2005

(87)

2006

(120

)20

07 (1

05)

2008

(56)

2009

(8)

Jan-M

ay 10

(7)

Purchase Price Fees/Expenses

19

Source: www.lcdcomps.com

u c ase ce ees/ pe ses

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Financing structure

Equity - Average Equity Contribution to LBOs

60%

50%

60%s

45.4%30%

40%

of T

otal

Sou

rces

25.5%

29.0%33.5% 33.9% 33.9%

31.9%33.9% 33.2%

32.7% 32.9% 32.5%

42.1%

45.4%53.8%

20%

30%

as a

Per

cent

o

4.1% 6.6%2.4% 3.5% 3.7% 3.4% 2.7% 1.7%

6.7%2.7%

7.7%0.8% 1.1%1.0%

0%

10%Equ

ity

0%1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 Jan-

May 10

Retained Equity / Vendor Financing Contributed Equity

20

Source: www.lcdcomps.com

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Leveraged Loan Activity – Leverage Levels

Leverage significantly grew until Q3 07, thereafter dramatically declining. Since last months of 2009 we have experienced a minor rebound in leverage multiplesexperienced a minor rebound in leverage multiples.

Rolling Average 3-month Debt / EBITDA8.0x

6.0x

4.0x

2.0x

0.0x

Dec-97

Mar-98

Jun-9

8Sep

-98Dec

-98Mar-

99Ju

n-99

Sep-99

Dec-99

Mar-00

Jun-0

0Sep

-00Dec

-00Mar-0

1Ju

n-01

Sep-01

Dec-01

Mar-02

Jun-0

2Sep

-02Dec

-02Mar-

03Ju

n-03

Sep-03

Dec-03

Mar-04

Jun-0

4Sep

-04Dec

-04Mar-

05Ju

n-05

Sep-05

Dec-05

Mar-06

Jun-0

6Sep-0

6Dec

-06Mar-

07Ju

n-07

Sep-07

Dec-07

Mar-08

Jun-0

8Sep

-08Dec

-08Mar-0

9Ju

n-09

Sep-09

Dec-09

Mar-10

1st Lien/EBITDA 2nd Lien/EBITDA Other Debt/EBITDA

21

Source: LCD European Leveraged Loan Review

Page 22: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Leveraged Loan Activity – Structure Complexity

Bullish market from 2005 to 2007 increased structure complexity. Sluggish 2008, 2009 and early 2010 market called for simplified structurefor simplified structure.

Evolution of LBO structures

100%

80%

40%

60%

0%

20%

0%2003 2004 2005 2006 2007 2008 2009 Jan-May 10

Sr Only Sr + 2nd Lien Sr + Mezz Sr + 2nd Lien + Mezz

22

Source: LCD European Leveraged Loan Review

Page 23: Leveraged AcquisitionsLeveraged Acquisitionsstream.sdabocconi.it/masterCFB2/materiali/LBO Course - Executve... · Leveraged AcquisitionsLeveraged Acquisitions ... Case study 5. LBO

Interest Rates – EURIBOR 3M

Euribor Short Term Trend Q4 08 Euribor Long Term Trend 2003-2009g

LEHMAN COLLAPSESLEHMAN COLLAPSES

Euribor had a spike following the default of Lehman Brothers and deepening of the financial crisis

Source: Bloomberg

p g p g

Following rate cuts by central banks, Euribor is currently at all-time lows

23

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Banking Sector’s Risk

CDS spread as a measure of banks’ risk profile has dramatically surged CDS spread widening signals also increased funding costs for the banks A spike after Lehman’s default occurred A spike after Lehman s default occurred CDS currently on the rise

European Banks CDS spread 5-years

24

Source: Bloomberg

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Leveraged Loan Activity – Pricing

Pricing rose has been growing since 2008 mainly for senior and mezzanine loans

Average Cost of Funding by LBO Structure

700 bps

400 b

500 bps

600 bps

200 bps

300 bps

400 bps

0 bps

100 bps

p

All Transactions Sr Only Sr + 2nd Lien Sr + Mezz Sr + 2nd Lien + Mezz

2003 2004 2005 2006 2007 2008 2009 Jan-May 10

25

Source: LCD European Leveraged Loan Review

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Leveraged Loan Activity – Cost of Leverage Unit

In 2008 US spread by unit of leverage grew to unprecedented levels, European spreads still very high

Spread per Unit of Leverage

180 bps

120 bps

140 bps

160 bps

80 bps

100 bps

120 bps

40 bps

60 bps

4Q98

2Q99

4Q99

2Q00

4Q00

2Q01

4Q01

2Q02

4Q02

2Q03

4Q03

2Q04

4Q04

2Q05

4Q05

2Q06

4Q06

2Q07

4Q07

2Q08

4Q08

2Q09

4Q09

/05/10

4Q 2Q 4Q 2Q 4Q 2Q 4Q 2Q 4Q 2Q 4Q 2Q 4Q 2Q 4Q 2Q 4Q 2Q 4Q 2Q 4Q 2Q 4Q3M

E 31/0

Europe U.S.

26

Source: LCD European Leveraged Loan Review

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Leveraged Loan Activity – Secondary Market

Market price for leveraged loans rose steadiy following increasing liquidity untile June 2007 (up to above par) Following the start of the crisis and even more after Lehman’s collapse the market had a major downturn (-37% down to g p j (

0.60-0.65 area) Since the trough at the beginning of 2009, the index has been having a marked pick-up to 0.90 area

27

Source: Bloomberg, CSFB

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Agenda

Unicredit OverviewUnicredit Overview

Leveraged Acquisitions Overview

Case Study

28

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Case Study

Description of Target

Phoenix Group (the “Target”) is a private company already under an LBO and controlled since Phoenix Group (the Target ) is a private company already under an LBO and controlled since 2003 by funds advised by a PE fund (70%) and an industrial operator (30%)

The Target is a leading manufacturer of engine components and systems for the aerospace industry.

Financials

2006PFSales € 1 396

PE FundPE Fund Industrial GroupIndustrial Group

Sales € 1,396

EBITDA € 271

Net financial position € 441

NFP / EBITDA 1 6x

Phoenix Holding S.p.A.

Phoenix Holding S.p.A.

70% 30%

The Target group operates across four business divisions with sales and gross profit split as follows:

NFP / EBITDA 1,6x

Sales 2006f Gross Profit 2006f

Gross Margin

% total Gross Profit

Avio Group Business Divisions (Eur mio) 2006f Margin ProfitCivil Engines 687 139 20% 44%Military Engines 405 148 37% 47%Space 232 35 15% 11%MRO 72 (6) -8% -2%

Divisions (Eur mio)

29

Total 1,396 316 23% 100%

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Case Study

Key Valuation and Debt Structuring Considerations

The Target is a leader in its markets of reference being a partner or supplier in all major engine The Target is a leader in its markets of reference being a partner or supplier in all major engine platform and space programs in Europe and US.

The four divisions provide an element of business risk diversification. Civil engines business is cyclical in nature and relying on new aircraft orders by airlines (in turn

led by passengers trends, fuel cost considerations, etc.). However, order backlog provides some visibility typically for 3-4 years ahead. Current up-cycle expected to peak in 2010 followed by downturn.

Military and Space businesses are more stable and linked to governnments’ and supranational Military and Space businesses are more stable and linked to governnments and supranational agencies’ spending for defence and space activities.

MRO is a loss-making divisions calling restructuring or gradual phasing-out. The aerospace industry requires significant investments in R&D as well as Capex making

cashflow available largely dependent on such outlfows.

For both the equity investors and the debt providers achieving a satisfactory deleverage of the structureby 2010 (expected end of the civil market upcycle is crucial)

30

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Case Study

Valuation Range

Three methods were used to value Phoenix: DCF Acquisition Multiples Trading Peers’ Multiples Three methods were used to value Phoenix: DCF, Acquisition Multiples, Trading Peers Multiples. The two multiples-based methods were showing wider valuation ranges given the composite

nature of the peers group comprising of defence companies, civil engine manufacturers (both OEMs and suppliers) in Europe and US.

DCF valuation range was in the upper end of values identified under the other two methods.

Valuation Ranges Valuation Ranges

Trading Multiples

AcquisitionMultiples

Trading Multiples

AcquisitionMultiples

0 500 1,000 1,500 2,000 2,500 3,000Eur mio

DCF

0.0 2.0 4.0 6.0 8.0 10.0 12.0EV / EBITDA

DCF

31

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Case Study

Debt Structuring Process

Lenders and equity investors wanted to maximize debt quantum subject to achieving adequate Lenders and equity investors wanted to maximize debt quantum subject to achieving adequate deleverage by 2010

Adequate deleverage means maintaining a minimum cushion between value of the company and existing net debt. Such cushion is a fair-value equity acting as security for the debt lenders.

Industry peers’ valuation multiple at the time of the earlier trough of downcycle were approximately 6.0x EV / EBITDA.

The debt structure was then designed, based on company’s cash flow, to provide an expected valuation cushion of at least 40% to lenders in 2010.valuation cushion of at least 40% to lenders in 2010.

Further structuring constraints were: Senior debt was set to be max 50% of the overall structure Maintaining a fixed charge cover of at least 1.25x until 2010 Maximum debt refinancing risk acceptable at final debt maturity of 1.0x-1.2x EBITDA Type of subordinated debt instrument to minimise cost of debt.

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Case Study

Debt Structuring Process (1 / 2)

STEP 1 d bt it l i b d th E it S ’ B i Pl STEP 1 – run a debt capacity analysis based on the Equity Sponsors’ Business Plan.

Phoenix Debt Capacity Analysis (Eur mio)Dec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16Sales 1,522 1,621 1,713 1,829 1,860 1,925 2,087 2,234 2,368 2,486EBITDA 300 325 348 370 383 414 448 481 522 548Unleveraged CF (after tax) 208 206 221 205 247 253 275 295 315 307

Interest Costs 153 152 147 144 141 137 130 124 95 56CF for Debt Repayment 55 54 74 61 106 116 145 171 220 251Cumulated CF for Debt Repayment 1,253

STEP 2 – check suitable valuation cushion would exist in 2010.

Debt to refinance at final maturity* 549Total Debt Capacity 1,802* at 1.2x EBITDA 2016

Phoenix Leverage and Cushion ProfileDec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16EV @ 6.0x EBITDA multiple 1,802 1,951 2,086 2,222 2,297 2,484 2,688 2,887 3,131 3,287Expected Net Debt 1,699 1,660 1,602 1,558 1,469 1,371 1,245 1,094 895 666Valuation Cushion 103 291 484 664 828 1 114 1 443 1 793 2 236 2 621Valuation Cushion 103 291 484 664 828 1,114 1,443 1,793 2,236 2,621

as % of Net Debt 6% 18% 30% 43% 56% 81% 116% 164% 250% 393%

Net Debt / EBITDA 5.7 x 5.1 x 4.6 x 4.2 x 3.8 x 3.3 x 2.8 x 2.3 x 1.7 x 1.2 x

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Case Study

Debt Structuring Process (2 / 2)

STEP 3 – tranching of debt amount to have max 50% sources as senior debt and fixed charge of at least 1.25x until 2010.

Phoenix Fixed Charge Cover AnalysisDec-07 Dec-08 Dec-09 Dec-10 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16A Unleveraged CF (after tax) 208 206 221 205 247 253 275 295 315 307B Interest Costs 153 152 147 144 141 137 130 124 95 56C Debt Repayment 10 10 27 21 38 37 46 504 504 669

Senior A 10 10 27 21 38 37 46 0 0 0Se o 0 0 38 3 6 0 0 0Senior B 0 0 0 0 0 0 0 504 0 0Senior C 0 0 0 0 0 0 0 0 504 0Second Lien 0 0 0 0 0 0 0 0 0 210Mezzanine 0 0 0 0 0 0 0 0 0 459

Fixed Charge Cover (A /( B+C)) 1.28 x 1.27 x 1.27 x 1.24 x 1.38 x 1.46 x 1.56 x 0.47 x 0.53 x 0.42 x

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Case Study

Debt Structuring Process (2 / 2) Final structure, sources / uses of funds and debt instrument pricingg

Sources of funds € mio x EBITDA IFRS % Uses of funds € mio %

Cash - - Cash Left in Business (Overfunding) 85 3.2%

DebtSenior A Term Loan 200 0.7 x 7.5% Purchase Price 2,045 76.4%Senior B Term Loan 555 2.1 x 20.7% Debt refinancing 441 16.5%Senior C Term Loan 555 2.1 x 20.7% General Corporate Purposes - - Revolving Credit Facility (drawn 25 0.1 x 0.9% Total Consideration 2,485 92.9%

Total Senior Debt 1 335 4 9 x 49 9%Total Senior Debt 1,335 4.9 x 49.9%Transaction Costs 105 3.9%

Second Lien 210 0.8 x 7.9% Total Uses 2,675 100.0%Mezzanine 280 1.0 x 10.5%

Total Debt 1,825 6.7 x 68.2%On / Off On

Equity B / C % 60 0% 1 6Equity B / C % 60.0% 1.6Shareholders' Loan 100 0.4 x 3.7%Ordinary Shares 750 2.8 x 28.0% on the B & C tranches as these

Total Equity 850 3.1 x 31.8% w/o Italian offices.- - - -

Total Sources 2,675 9.9 x 100.0%

Debt Instruments Cash Magin PIK Margin Tenor

Senior A Term Loan Euribor + 2.00% 7 yrsSenior B Term Loan Euribor + 2.50% 8 yrsSenior C Term Loan Euribor + 3.00% 9 yrsSenior RCF Euribor + 2.125% 7 yrsSecond Lien Euribor + 4.750% 10 yrs

Commitment Fee

0.50%

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Mezzanine Euribor + 4.000% 5.000% 10 yrs

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Case Study

Sponsors’ IRR

Equity Sponsors were expecting adequate returns from their investment based on their business plan and the offered debt financing.

Internal Rate of Return (IRR) Exit Year Year 3 Year 4 Year 5Exit Multiple Dec-09 Dec-10 Dec-11

Equity Investor13.0% 14.6% 14.3%22 7% 21 2% 19 1%

8.2 X EBITDA9 2 X EBITDA 22.7% 21.2% 19.1%

31.1% 26.9% 23.3%10.2 X EBITDA9.2 X EBITDA

Investor's Money Multiple Exit Year Year 3 Year 4 Year 5Exit Multiple Dec-09 Dec-10 Dec-11

Equity Investor1.4 x 1.7 x 1.9 x1.8 x 2.2 x 2.4 x2.3 x 2.6 x 2.8 x

8.2 X EBITDA9.2 X EBITDA

10.2 X EBITDA

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Contact details

Andrea Diamanti, CFADirectorUniCredit Corporate & Investment BankingFinancial Sponsor Solutions GroupFinancial Sponsor Solutions Group

Email: [email protected]

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