Collection of M&A Analysis &

Presentations Created by Investment

Banks

The Goldman Sachs Group, Inc.

Acquisition of Pivotal Software through

VMWare

Goldman Sachs advised Dell in connection to VMWare's acquisition of Pivotal

Software. Dell was the majority shareholder of VMWare. Dell = "Diamond",
VMWare = "Vail" and Pivotal = "Raven".

● Goldman Sachs Presentation to Dell (13-Aug-2019)

● Goldman Sachs Presentation to Dell (21-Aug-2019)

Sale of Dell to Michael Dell & Silver Lake Partners

Goldman Sachs advised Dell on its sale to Michael Dell & Silver Lake Partners.
Goldman first codenamed Dell “Opal” and then quickly changed it to “Denali” to
conform to the codename used by all other advisors.

● Goldman Sachs Presentation to Dell (10-Oct-2012)

● Goldman Sachs Presentation to Dell (18-Oct-2012)
Morgan Stanley

Sale of Pivotal Software to VMWare Incorporated

Morgan Stanley served as sell-side M&A advisor to Pivotal Software in its sale to
VMWare. Pivotal was codenamed “Yoda” and VMWare "Wookie".

● Morgan Stanley Presentation to Pivotal Software (22-Aug-2019)

Sale of Morgans Hotel Group to SBE Entertainment

Morgan Stanley served as sell-side M&A advisor to Morgans Hotel Group in its sale
to SBE Entertainment. Morgans was codenamed “Monroe”.

● Morgan Stanley Presentation to Morgans Hotel Group (14-Mar-2016)

● Morgan Stanley Fairness Presentation to Morgans Hotel Group (08-May-2016)

Sale of Giant Interactive to PE Consortium

Morgan Stanley served as sell-side M&A advisor to Giant Interactive in its sale to a
PE consortium. Giant was codenamed “Goliath”.

● Morgan Stanley Presentation to Giant Interactive (31-Dec-2013)

● Morgan Stanley Presentation to Giant Interactive (16-Mar-2014)
JPMorgan Chase & Co.
The merger of UGI Corporation and
AmeriGas Partners

J.P. Morgan advised UGI on the company's merger with AmeriGas Partners
("APU"). Tudor, Pickering, Holt & Co, advised APU.

● JPMorgan Presentation to UGI Corporation (January-2019)

● JPMorgan Presentation to UGI Corporation (01-Apr-2019)

Sale of Focus Media to Private Equity Consortium

J.P. Morgan served as sell-side M&A advisor to Focus Media’s Special Committee.
The firm was engaged to evaluate a take-private proposal it had received from a
private equity consortium, consisting of Focus Media’s CEO & Chairman along with
various private equity firms.

● J.P. Morgan Presentation to Focus Media (19-Dec-2012)

Sale of Kerzner to Consortium

J.P. Morgan served as sell-side M&A advisor Kerzner International in its sale to a
buyer consortium consisting of its management and private equity firms.

● J.P. Morgan Presentation to Kerzner (27-Feb-2006)

● J.P. Morgan Presentation to Kerzner (08-Mar-2006)
● J.P. Morgan Presentation to Kerzner (20-Mar-2006)
● J.P. Morgan Presentation to Kerzner (26-Apr-2006)
● J.P. Morgan Presentation to Kerzner (29-Apr-2006)
Evercore Inc.

Restructuring Vanguard Natural Resources in Chapter 11

In 2019, Vanguard Natural Resources filed Chapter 11 for bankruptcy protection

after struggling with low energy prices. Evercore served as the company's
restructuring financial advisor.

● Evercore Presentation to Vanguard Natural Resources (March-2019)

● Evercore Presentation to Vanguard Natural Resources (31-Mar-2019)

McMoRan Merger with Freeport to Create Freeport-McMoRan

Evercore served as M&A advisor to McMoRan in the evaluation of McMoRan’s

merger with Freeport to create Freeport-McMoRan. Evercore’s fairness
presentation gives a pretty good overview of their valuation approach. The two
November presentations also give a very good overview of how to think about
valuing a natural resources business.

● Evercore Presentation to McMoRan Exploration (09-Nov-2012)

● Evercore Presentation to McMoRan Exploration (21-Nov-2012)
● Evercore Fairness Presentation to McMoRan Exploration (04-Dec-2012)

Sale of M&F Worldwide

Evercore was engaged as an M&A advisor to help M&F Worldwide explore a

potential sale of the business. The following presentation materials show how
Evercore approached the process.

● Evercore Presentation to M&F Worldwide (09-Jun-2011)

● Evercore Presentation to M&F Worldwide (20-Jun-2011)
● Evercore Presentation to M&F Worldwide (27-Jul-2011)
● Evercore Presentation to M&F Worldwide (10-Aug-2011)
● Evercore Presentation to M&F Worldwide (17-Aug-2011)
 ● Evercore Presentation to M&F Worldwide (09-Sep-2011)
● Evercore Fairness Presentation to M&F Worldwide (10-Sep-2011) – Fairness
Opinion

Centerview Partners

Restructuring Avaya

After being acquired by TPG and Silver Lake in 2007, Avaya was burdened with a
heavy load of debt and eventually filed for Chapter 11. It engaged Centerview
Partners as its restructuring advisor.

● Centerview Presentation on Avaya (13-Jul-2017)

Project Canine

● Centerview Presentation on Project Canine (12-Dec-2012)

● Centerview Presentation on Project Canine (16-Dec-2012)
● Centerview Presentation on Project Canine (21-May-2013)
● Centerview Presentation on Project Canine (20-Jun-2013)

Lazard Ltd
VMWare's Acquisition of Pivotal Software

Lazard served as buy-side M&A advisor to the Special Committee of VMWare's

Board of Directors in connection to VMware's acquisition of Pivotal Software.
VMWare was codenamed "Vail" and Pivotal "Raven". "Diamond" refers to Dell.

● Lazard Presentation to VMWare Special Committee (August-2019)

 ● Lazard Presentation to VMWare Special Committee (21-Aug-2019)

Management Buyout of iPayment

Lazard served as sell-side M&A advisor to iPayment’s Special Committee regarding

the sale of the company to management.

● Lazard Presentation to iPayment (27-Dec-2005)

Sale of SunGard to Silver Lake Partners

Lazard provided a fair opinion to SunGard’s Special Committee regarding the sale
of the company to Silver Lake. SunGard was codenamed “Solar” by Lazard.

● Lazard Fairness Presentation to SunGard (27-Mar-2005)

Moelis & Company

Sale of Empire Resorts to Consortium

Moelis served as sell-side M&A advisor to Empire Resorts on its sale to Kien Huat
Realty III Limited and Genting Malaysia Berhad.

● Moelis Presentation to Empire Resorts (06-Aug-2019)

● Moelis Presentation to Empire Resorts (18-Aug-2019)

Oracle’s Acquisition of NetSuite

Moelis served as buy-side M&A advisor to Oracle in its acquisition of Netsuite.

Oracle was codenamed “Orlando” and Netsuite was codenamed “Napa”.

● Moelis Presentation to Oracle (19-Apr-2016)

● Moelis Presentation to Oracle (20-May-2016)
● Moelis Presentation to Oracle (27-May-2016)
 ● Moelis Presentation to Oracle (08-Jun-2016)
● Moelis Presentation to Oracle (14-Jun-2016)
● Moelis Presentation to Oracle (25-Jul-2016)

Sale of RealD to Rizvi Traverse

Moelis advised RealD on its sale to private equity firm Rizvi Traverse. RealD was
codenamed “Rhombus”.

● Moelis Presentation to RealD (15-Oct-2015)

● Moelis Presentation to RealD (06-Nov-2015)

PJT Partners, Inc.

Chapter 11 Reorganization of EXCO

Struggling with liquidity issues, EXCO engaged PJT Partners as its financial advisor
to help it navigate the bankruptcy process. The second presentation is a "marketing
material" that PJT sent to potential buyers of select assets to help EXCO raise cash.

● PJT Presentation to EXCO (January-2018)

● EXCO Resources Opportunity Overview by PJT (Q1-2018)

Lionsgate’s Acquisition of Starz

PJT Partners served as buy-side M&A advisor to Lionsgate in its acquisition of

Starz. PJT codenamed Lionsgate “Lunar” and Starz “Solar”.

● PJT Presentation to Lionsgate (23-May-2016)

● PJT Presentation to Lionsgate (23-Jun-2016)

Valuation Report on CareFirst

PJT Partners’s predecessor was Blackstone Advisory Partners, which was spun-off
from The Blackstone Group. Below is a valuation report prepared by Blackstone
for CareFirst. It’s a great resource to learn how to value insurance businesses.

● Blackstone Advisory Presentation on CareFirst (11-Feb-2003)

Bank of America

Buyout of American Midstream by ArcLight Capital

BAML served as financial advisor to ArcLight on its acquisition of American

Midstream Partners, now known as "Third Coast Midstream".

● BAML Presentation to ArcLight Capital (14-Mar-2019)

Sale of Rouse Properties to Brookfield Asset Management

BAML served as sell-side M&A advisor to Rouse Properties. The business was
acquired by Brookfield, which was already Rouse's largest shareholder.

● BAML Presentation to Rouse Properties (04-Feb-2016)

● BAML Presentation to Rouse Properties (24-Feb-2016)

Sale of Pike Corporation to Court Square Capital Partners (LBO)

BAML served as sell-side M&A advisor to Pike Corporation. The business was
acquired and taken private by private equity firm Court Square.

● BAML Presentation to Pike Corporation (22-Mar-2014)

● BAML Presentation to Pike Corporation (28-Mar-2014)
● BAML Presentation to Pike Corporation (30-Apr-2014)
● BAML Presentation to Pike Corporation (07-Jul-2014)
● BAML Presentation to Pike Corporation (03-Aug-2014)
Credit Suisse Group AG
Sale of NewStar Financial to First Eagle

Credit Suisse served as sell-side M&A advisor to NewStar, which was codenamed
"Osprey". Under terms of the arrangement, NewStar sold itself to First Eagle and
separately sold a portfolio of investment assets to GSO Capital Partners.

● Credit Suisse Presentation to NewStar (13-Apr-2017)

● Credit Suisse Presentation to NewStar (7-Oct-2017)
● Credit Suisse Presentation to NewStar (20-Nov-2017)

McMoRan Merger with Freeport to Create Freeport-McMoRan

Credit Suisse served as an M&A advisor to McMoRan in the evaluation of

McMoRan’s merger with Freeport to create Freeport-McMoRan. CS codenamed
McMoRan as “Maine” and Freeport as “Florida”. The following presentations by CS
were created for McMoRan’s Board. You can see the thought process behind how
CS analyzed the proposed merger.

● Credit Suisse Presentation to McMoRan Exploration (26-Nov-2012)

● Credit Suisse Presentation to McMoRan Exploration (29-Nov-2012)
● Credit Suisse Presentation to McMoRan Exploration (03-Dec-2012)

Sale of SunGard to Silver Lake Partners

Credit Suisse served as sell-side M&A advisor to Sungard to evaluate Silver Lake’s
proposal to LBO the business. Silver Lake was codenamed “Saturn” and SunGard
was codenamed “Solar”.

● Credit Suisse Presentation to SunGard (14-Dec-2004)

● Credit Suisse Presentation to SunGard (01-Feb-2005)
● Credit Suisse Presentation to SunGard (22-Mar-2005)
● Credit Suisse Presentation to SunGard (27-Mar-2005)
Barclays plc

Medley Mgmt's 3-Way Merger with Medley Capital and Sierra

Income

Barclays served as M&A advisor to Medley Management in connection with its

merger with Medley Capital and Sierra Income. Shortly after signing of the
definitive agreement, stakeholders demanded higher value.

● Barclays Presentation to Medley Management (28-Jul-2019)

ArcLight Capital's Acquisition of TransMontaigne Partners

Barclays served as buy-side M&A advisor to ArcLight Capital on its acquisition of

TransMontaigne Partners.

● Barclays Presentation to ArcLight Capital (26-Jul-2018)

● Barclays Presentation to ArcLight Capital (Aug-2018)

Kinder Morgan Acquisition of El Paso Pipeline Partners

Barclays served as buy-side advisor to Kinder Morgan on its acquisition of El Paso

Pipeline. KMI = Kinder Morgan. KMP = Kinder Morgan Energy Partners. KMR =
Kinder Morgan Management. EPB = El Paso Pipeline. You can find more
background information here.

● Barclays Presentation to Kinder Morgan (16-Jul-2014)

● Barclays Fairness Presentation to Kinder Morgan (09-Aug-2014)
Perella Weinberg Partners L.P.

Sale of Oaktree Capital to Brookfield

Perella Weinberg served as sell-side M&A advisor to Oaktree on its sale to

Brookfield Asset Management. Oaktree was codenamed “Oslo” and Brookfield
"Berlin".

● Perella Weinberg Presentation to Oaktree Capital (07-Mar-2019)

Sale of rue21 to Apax Partners

Perella Weinberg served as sell-side M&A advisor to rue21 on its sale to Apax
Partners. rue21 was codenamed “Heat”.

● Perella Weinberg Presentation to rue21 (02-Nov-2012)

● Perella Weinberg Presentation to rue21 (22-May-2013)

Citigroup Inc.

Aircastle's Sale to Marubeni and Mizuho Leasing

In 2019, Marubeni Corporation and Mizuho Leasing formed a new entity to acquire
Aircastle in an all-cash deal. Citi served as exclusive sell-side M&A advisor to
Aircastle on this transaction.
 ● Citi Presentation to Aircastle (28-Oct-2019)
● Citi Presentation to Aircastle (05-Nov-2019)

Take-Private of Trina Solar

Citigroup served as sell-side M&A advisor to Trina Solar in connection to the sale of
the business to a buyer Consortium, consisting of its own CEO and Chinese PE
firms.

● Citi Presentation to Trina Solar Special Committee (01-Aug-2016)

Kinder Morgan Acquisition of El Paso Pipeline Partners

Citi served as buy-side advisor to Kinder Morgan on its acquisition of El Paso

Pipeline. KMI = Kinder Morgan. KMP = Kinder Morgan Energy Partners. KMR =
Kinder Morgan Management. EPB = El Paso Pipeline. You can find more
background information here.

● Citi Presentation to Kinder Morgan (16-Jul-2014)

Qatalyst Partners
Sale of Ancestry.com to Permira

Qatalyst Partners served as sell-side M&A advisor to Ancestry.com on the sale of

the company. Ancestry.com was codenamed “Arbor”.

● Qatalyst Presentation to Ancestry (Jun-2012)

● Qatalyst Presentation to Ancestry (Jul-2012)
● Qatalyst Presentation to Ancestry (Aug-2012)
● Qatalyst Presentation to Ancestry (Oct-2012)
● Qatalyst Presentation to Ancestry (Late Oct-2012)

Sale of Autonomy to Oracle (Pitch Book)

Qatalyst Partners served as sell-side M&A advisor to Autonomy. Oracle had
published the following presentations on its website after it entered a public
dispute with Autonomy.

● Qatalyst Pitch Book on Autonomy (Jan-2011)

● Qatalyst Pitch Book on Autonomy Supplementary Materials (Jan-2011)

Houlihan Lokey, Inc.

Strategic Alternatives for Parker Drilling

Houlihan Lokey advised Parker Drilling's Finance and Strategic Planning

Committee on various strategic alternatives for the company.

● Houlihan Presentation to Parker Drilling (30-Aug-2019)

● Houlihan Presentation to Parker Drilling (06-Sep-2019)

Management Buyout of Synutra International

Houlihan Lokey advised Synutra International’s Special Committee on the

evaluation of take-private proposal submitted by Company’s Chairman & CEO.

● Houlihan Presentation to Synutra Special Committee (03-Jun-2016)

● Houlihan Presentation to Synutra Special Committee (08-Sep-2016)
LionTree LLC
Starz Merger with Lionsgate

LionTree advised Starz on the merger with Lionsgate. Starz was codenamed
“Saturn” and Lionsgate “Luna”. LionTree blacked out a few sections in the following
presentations because they’re in relation to a potential transaction with another
party that did not consummate (Starz went with Lionsgate instead).

● LionTree Presentation to Starz (14-Jun-2016)

● LionTree Presentation to Starz (22-Jun-2016)

Deutsche Bank Securities Inc.

Management Buyout of Amtrust Financial

Deutsche Bank served as sell-side M&A advisor to Amtrust Financial Services in

the transaction where Silver Point Capital and existing management teamed up
together to acquire the company.

● Deutsche Bank Presentation to AmTrust Financial Services (31-Jan-2018)

● Deutsche Bank Presentation to AmTrust Financial Services (05-Feb-2018)

Management Buyout of Dole Foods

Deutsche Bank served as sell-side M&A advisor to Dole Foods’ Special Committee
in its assessment of the management buyout of the company by its CEO, David H.
Murdock (DHM). Dole Foods was codenamed “Dawn”.

● Deutsche Bank Presentation to Dole Foods (02-May-2013)

● Deutsche Bank Presentation to Dole Foods (21-May-2013)
● Deutsche Bank Presentation to Dole Foods (24-Jun-2013) – Main Deck
● Deutsche Bank Presentation to Dole Foods (15-Jul-2013)

Duff & Phelps

● Duff & Phelps AirMedia Fairness Presentation (29-Sep-2015)

● Duff & Phelps Giant Interactive Fairness Presentation (16-Mar-2014)

Credit: 10X ( https://www.10xebitda.com/)