Investment Banking

Pitchbook Template
Insert Date
 Table of Contents
Company Overview 3 Transaction Opportunities 19

Company Overview 4 Strategic Review and Opportunity 20

Business Model 5 Recommendation 1 21

Operating Forecast 6 Recommendation 2 22

Shareholder Ownership 7 Recommendation 3 23

Liquidity Analysis 8

Industry Overview 9 Team Overview 24

Competitive Environment 10 Investment Banking Team 25

Key Industry Trends 11 Deal Tombstones 26

Corporate Finance Activity 12

Valuation 13 Appendices 27

Historical Share Price Performance 14

Valuation Overview 15

Valuation Analysis 16

Comparables Overview 17

Precedents Overview 18

Corporatefinanceinsitute.com
 Executive Summary

Why?

What

Next
Step

Corporatefinanceinsitute.com
Company Overview
 Company Overview
Company Highlights Valuation & Share Performance
• History: (What year was the company found? Who founded it? What Key Valuation Statistics ($mm)
key milestones has the company achieved?)
• Valuation: (How has the stock performed? What is the market pricing Enterprise Value $2,626.90 Revenue (FY18e) $968
in? What are the drivers behind their success? What are some of the
key investment highlights?)
Market Cap $2,228.20 EBITDA (FY18e) $310
• Strategy: (What is the company focusing on? What has company
management iterated about strategy? What makes their strategy
strong? What are the key details of the company’s strategy?) P/E* 39.6x EBITDA Margin 32%
• Corporate Finance Transactions: (What are some of the companies
most recent/notable/transformative acquisitions? Did they raise any EV/EBITDA* 8.5x Debt / EV 17%
equity/debt capital? Did they IPO recently?)
• Ownership: (Who are the top shareholders? What % ownership? Cash $320 Total Debt $450
Value of ownership?)
*P/E and EV/EBITDA are based on FY18(e) for comparison

Industry Data Average Gross Share Price Current: $40.00 High/Low: $50.15 / $35.79
Revenue Mix %
Relevant Industry Vertical A ($mm)
EV/EBITDA Segment A % $
EV/Revenue Segment B % $
P/E Segment C % $
Relevant Industry Vertical B
EV/EBITDA
Key Metrics Unit
EV/Revenue Operating Data
P/E Operating Data
Operating Data
Operating Data
Operating Data
Operating Data

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Business Model
Industry Value Chain

• Business Model Element 1:

• Business Model Element 2:

• Business Model Element 3:

• Industry Theme 1:

Overarching Competitive Advantage: (What makes this part of their

business model significant? What is the competitive landscape like?
What are they key industry themes and trends?) • Industry Theme 2:
• (e.g. Provide an example)

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Operating Forecast
Revenue Drivers
Segment A: Segment B: Segment C:
(What is most impressive about this segment? (What is most impressive about this segment? (What is most impressive about this segment?
How does it compare to previous periods?) How does it compare to previous periods?) How does it compare to previous periods?)

• (What is the forecasted growth rate? What is • (What is the forecasted growth rate? What is • (What is the forecasted growth rate? What is
driving growth in this particular segment?) driving growth in this particular segment?) driving growth in this particular segment?)
- (What is the significance of this? How - (What is the significance of this? How - (What is the significance of this? How
are the company’s competitors are the company’s competitors are the company’s competitors
faring?) faring?) faring?)

• (What are some catalysts for this business • (What are some catalysts for this business • (What are some catalysts for this business
segment? What opportunities exist?) segment? What opportunities exist?) segment? What opportunities exist?)

Revenue & EBITDA Forecast

(in millions of U.S. dollars) 2014 2015 2016 2017E 2018E 2019E 2020E 2021E
Segment A 295.2 331.6 343.4 412.2 503.8 521.3 535.9 547.8
Segment B 177.1 197.7 203.3 242.5 294.5 302.8 309.4 314.3
Segment C 118.1 127.4 126.6 145.7 170.5 168.8 165.8 161.8
Total Revenues 590.4 656.7 673.3 800.3 968.8 992.9 1,011.2 1,023.9
Segment A Revenue Growth, %   12.3% 3.5% 20.0% 22.2% 3.5% 2.8% 2.2%
Segment B Revenue Growth, %   11.6% 2.9% 19.3% 21.5% 2.8% 2.2% 1.6%
Segment C Revenue Growth, %   7.9% -0.6% 15.1% 17.1% -1.0% -1.7% -2.5%
Total Revenues Growth, %   11.2% 2.5% 18.9% 21.1% 2.5% 1.8% 1.3%
Total Adjusted EBITDA 192.1 249.2 249.4 283.4 310.0 317.7 323.6 327.6
EBITDA Margin, % 32.5% 38.0% 37.0% 35.4% 32.0% 32.0% 32.0% 32.0%
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Company Overview Industry Overview Valuation Transaction Opportunities Team Overview

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Shareholder Ownership
Ownership Analysis

• (What is the breakdown between institutional/insider/retail ownership? What does this imply for float turnover? What is the float turnover?)
• (Who are the top shareholders? How has this ownership dynamic changed over time? What are the key takeaways from this dynamic? What
kinds of opportunities does this create? How has this activity impacted valuation?)

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Liquidity Analysis
(What is the overarching theme? If your client takes away only one sentence from this slide, what should it
be?)
Capital Adequacy
• Capital intensity diminishes over time (Why is this happening? Is it signaling a strategic shift? What does this mean for liquidity? What is the
split between growth and maintenance capex?)
• Cash position improves over time (Why is this happening? How is this beneficial? What kinds of opportunities can Company A pursue with all
this dry powder?)
• (What are some potential pitfalls Company A might run into? How can these be avoided?)
̶ (Where is capex expected to spike? Why? Are debt maturities evenly spaced out, or are they all within a short duration of each other? What
does this mean?)

(in millions of U.S. dollars) 2014 2015 2016 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E
Historical & Forecasted PP&E
Capex 50.0 50.0 60.0 80.0 100.0 95.0 90.0 85.0 80.0 75.0 70.0 70.0
Historical & Forecasted
Intangibles Capex 200.0 150.0 130.0 110.0 100.0 90.0 80.0 75.0 75.0 75.0 75.0 75.0
- - - - -
Debt Repayment 100.0 50.0 Debt 35.0 Outs.
15.0 Avail.
50.0 Maturit 100.0
Interest 50.0
Notes
Facility ($mm) ($mm) y rate

Convertible
Senior
Unsecured
Notes

Revolving
Credit
Facility

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Transaction
Company Industry Overview Valuation Team Overview
Opportunity
Overview
Corporatefinanceinsitute.com
Industry Overview
 Competitive Environment
EV/ LTM EV/ LTM
Company Strategy Structure
Sales EBITDA
** What are
the
relevant
(P/NAV? P/CF? • (Any recent developments? Analyst consensus / • (What industry verticals do they operate in? What
EV/EBITDAR sentiment? Overarching themes? Stated growth are their business segments? What’s the revenue
valuation
? etc.) strategies? Are they direct competitors?) split?)
metrics for
comps? **
• (Any recent developments? Analyst consensus / • (What industry verticals do they operate in? What
(LOGO B) sentiment? Overarching themes? Stated growth are their business segments? What’s the revenue
strategies? Are they direct competitors?) split?)
• (Any recent developments? Analyst consensus / • (What industry verticals do they operate in? What
(LOGO C) sentiment? Overarching themes? Stated growth are their business segments? What’s the revenue
strategies? Are they direct competitors?) split?)
• (Any recent developments? Analyst consensus / • (What industry verticals do they operate in? What
(LOGO D) sentiment? Overarching themes? Stated growth are their business segments? What’s the revenue
strategies? Are they direct competitors?) split?)
• (Any recent developments? Analyst consensus / • (What industry verticals do they operate in? What
(LOGO E) sentiment? Overarching themes? Stated growth are their business segments? What’s the revenue
strategies? Are they direct competitors?) split?)
• (Any recent developments? Analyst consensus / • (What industry verticals do they operate in? What
(LOGO F) sentiment? Overarching themes? Stated growth are their business segments? What’s the revenue
strategies? Are they direct competitors?) split?)

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Key Industry Trends
Industry Review Industry Spending
Industry Revenue Breakdown by Major Segment (2016)
Growing Vertical Revenue
GR
New Vertical Revenue +30.7% CA
Stagnating Vertical Revenue
Declining Vertical Revenue
Key Industry Averages
Total Debt/EBITDA
Total Debt/EV
EBITDA margin
EV/EBITDA
P/E Ratio
Market share of top 5 players
Global Industry
Total revenues
Forecasted 5-year revenue growth
Revenue Profile
(What are the secular trends in this industry? What is the industry
outlook? What do the financial metrics imply?)
(What are the aggregate totals? Where have we witnessed deviant
trends? Where have we witnessed convergent trends?)

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Company Overview Industry Overview Valuation Transaction Opportunities Team Overview
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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Corporate Finance Activity

Competitor A acquires X
Competitor A makes hostile bid for Company A
Competitor B divests X
Competitor C buys X
Competitor D IPO
Major product rollout by Company A
Competitor D completes follow-on offering
Competitor E acquires X
Competitor A acquires Competitor B
Competitor C files Chapter 11

2004 2005 2006 2007 2008 2009 2010

2011 2012 2013 2014 2015 2016 2017

Competitor G IPO
Competitor A acquires Competitor F
Competitor G pulls IPO bid Competitor A divests X
Competitor D and Company A initiate joint venture
Competitor D 2:1 stock split
Company A initiates NCIB
Competitor C raises $1bn in Sr. Unsecured Notes
Competitor F IPO
Competitor C and Competitor D merge in a merger of equals
Company A acquires X

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
Valuation
 Historical Share Price Performance
Key Events & Share Price Drivers

• Dec 2013 – Old CEO announces retirement; new CEO with 10 years’ • May 2016 – Company A announces acquisition of Competitor F
industry experience appointed pending antitrust regulatory approval
• Jun 2014 – Company A and Competitor D initiates joint venture, • Oct 2016 – Company A reports record-breaking Q3 results,
achieving economies of scales in their distribution channels exceeding analyst consensus on both top line and EPS growth
• Nov 2014 – Company A rolls out Widget 2.0 product line available in • May 2017 – Company A acquires 10% stake in Competitor G in
store and online opportunistic bid following poor post-IPO price performance
from G
• May 2015 – Company A announces launch of new eCommerce platform;
discontinues JV with Competitor D • Sep 2017 – Company A signs 10-year exclusivity agreement
with major online retailer, Customer X, to distribute Widget 2.0
• Nov 2015 – Company A divests X; market reacts positively to low capital
on X’s platform
intensity moving forward

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Valuation Summary
Stock Price Performance Valuation Football Field

• (How has Company A’s stock performed relative to the

market index? By how much? Since when?)
• (Are there any nuances regarding how the market is
valuing Company A? What catalysts are priced in? What
are not?)
• (Is there a trend where the market rewards Company A
for certain types of activity? Where is the stock trading at
in terms of its 52-week range? Is there causality?)
• (What’s the street consensus? What are common analyst
themes? Do they think Company A is under/overvalued?)

Current: $40.00 High: $50.15 Low: $35.79

’18e
Broker Target ‘18e EBITDA ‘18e EBITDA
Revenues
Estimates Prices ($) ($mm) Margin (%)
($mm)
RBC
$46.00
(10/16/2017)
J.P. Morgan
$45.00
(10/17/2017)
BMO
$47.50
Valuation Metrics Intrinsic Trading Precedents (10/20/2017)
Morgan
EV/EBITDA
Stanley $47.25
EV/Revenue
(10/21/2017)
P/E CIBC
$48.00
(10/27/2017)
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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Valuation Analysis
Category Assumptions Comments
2016A 2017-2024E
• (What are your justifications as to why you chose these specific ranges of
assumptions? Where do you see opportunity for growth/improvement? Do you
EBITDA Margin
believe the market is misunderstanding something? What do analysts think? Why do
you deviate?)
Cost of Revenues
Marketing & Sales
Technology &
Development
Operating Metric
A
Operating Metric
B
Purchases of PP&E
Purchases of
Intangibles

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Comparables Analysis
Comparable Company Rationale

• (What is the reasoning behind choosing this particular peer set? Do they have similar business models? Are they direct competitors?)
• (What are the key similarities that you’ve identified in this peer set in terms of operations? Strategy? What are the differences?)
• (Which company is the closest proxy for Company A? Why? Which company is outperforming Company A? How can Company A be better
than this outperformer?)

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Precedents Analysis
Precedent Transaction Rationale
• (Which transactions did you select to value Company A? Why? What similarities exist between the target and Company A?)
• (In what ways would Company A command a higher TV if they were put in the position of a target? What competitive advantages does
Company A have over past transaction targets?)
• (How are the industry verticals classified relative to Company A and its strategy? Is there an identifiable trend over time regarding
industry multiples? Are they contracting or expanding? Why? What’s the secular driver within the industry?)

Target   Buyer   Transaction   LTM   EV/LTM

Company Type   Company Type EV   Date Year Impl. EV   Revenue EBITDA   Revenue EBITDA

Company J New   Company S Declining $82,730   July 26, 2017 2017 $7,802   $3,472 $1,604   2.2x 4.9x
Company K Growing   Company T Stagnating $38,040   August 15, 2016 2016 $2,207   $1,666 $393   1.3x 5.6x
Company L Declining   Company U Stagnating $74,220   March 27, 2015 2015 $56,913   $28,506 $7,916   2.0x 7.2x
Company M Declining   Company V Stagnating $53,060   January 8, 2013 2013 $1,077   $709 $259   1.5x 4.2x
Company N Stagnating   Company W Declining $36,520   July 1, 2010 2010 $5,098   $4,682 $2,580   1.1x 2.0x
Company O Growing   Company X Declining $117,250   April 4, 2006 2006 $880   $1,641 $438   0.5x 2.0x
Company P Growing   Company Y Growing $30,490   March 2, 2006 2006 $1,658   $82 $22   20.2x 75.3x
Company Q New   Company Z Stagnating $79,150   June 26, 2004 2004 $1,938   $610 $120   3.2x 16.2x
Company R Growing   Company AA Growing $80,760   October 1, 2002 2002 $2,037   $720 $256   2.8x 8.0x

Average                           3.9x 13.9x

Company A                           3.5x 9.5x

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
Transaction Opportunities
 Strategic Review and Opportunities
M&A Opportunities

Key Transaction Theme 1: (In short, why should this VALUATION OVERVIEW
theme be the focal point for Company A’s management Industry Vertical A:
team?)
• EV/EBITDA: 0.0x – 0.0x
Reco 1: • (Why will this be the game-changing opportunity for • EV/Revenue: 0.0x – 0.0x
Company A? Why is the timing ideal right now?)
• P/E: 0.0x – 0.0x
Key Transaction Theme 2:
Industry Vertical B:
• EV/EBITDA: 0.0x – 0.0x
Key Transaction Theme 1: • EV/Revenue: 0.0x – 0.0x
• P/E: 0.0x – 0.0x
• (What observations can you make about the range
Reco 2: of multiples? What insights can be gained from the
Key Transaction Theme 2: differences? What is the industry trending
towards?)
Company A:
• EV/EBITDA: 2.9x
• EV/Revenue: 3.5x
Key Transaction Theme:
• P/E: 51.8x
• (Where does Company A stand in terms of relative
industry valuation? Why is it currently trading at a
Reco 3:
premium/discount?)

All multiples are NTM

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Recommendation 1
Strategic Rationale Target Revenue & EBITDA Forecast

• (Ideally, you will want to show the accretion/dilution at different

control premiums, showcase potential synergies, and
demonstrate a multiple re-rating in the market following the
acquisition)
• (How does this target company fit in with Company A’s strategy?
What are some of the intangible elements like customer
relationships or human capital talent that Company A will
receive in the acquisition?)
• (Why now? Timing considerations?)

Prime Target Company Overview Valuation Multiples

• Prime Target

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Recommendation: Content/Production Focus

Strategic Rationale Target A Revenue & EBITDA

• (When pitching a transaction opportunity to company

management, it is best to give your top recommendation first
as their time is valuable. If they are not interested in the first
transaction, the next two recommendations are there to serve
as a backup.)
• (There should still be strong strategic rationale to pursue these
transactions, what are they? Are there diversification
opportunities available? Scaling opportunities? Etc.)

Acquisition Opportunities Target A Revenue & EBITDA Forecast

• Target A

• Target B

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Recommendation: Content/Production Focus

Strategic Rationale Target C Revenue & EBITDA

• (When pitching a transaction opportunity to company

management, it is best to give your top recommendation first
as their time is valuable. If they are not interested in the first
transaction, the next two recommendations are there to serve
as a backup.)
• (There should still be strong strategic rationale to pursue these
transactions, what are they? Are there diversification
opportunities available? Scaling opportunities? Etc.)

Acquisition Opportunities Target C Revenue & EBITDA Forecast

• Target C

• Target D

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
Team Overview
 Investment Banking Team
Precedent Transaction Rationale

 “Our team is composed of a comprehensive roster of experienced and knowledgeable seniors and juniors to execute this transaction”
 (For sell-side pitchbooks: What previous transaction experience does the team have? What is their background and education? How
many years experience in the industry? What previous relevant positions have the directors held?)
 (For buy-side pitchbooks: How extensive are the personnel resources of the bank? What divisions of the bank can contribute to what
element of the transaction? How can I contact the different individuals listed?)

M&A Group Equity Capital Markets Debt Capital Markets

First Last Name – Position, Head of, First Last Name – Position, Head of, First Last Name – Position, Head of,
Group Group Group
Phone Number Phone Number Phone Number
Email Address Email Address Email Address

Industry Group Team Leaders Leveraged Finance

First Last Name – Position, Head of, First Last Name – Position, Head of, First Last Name – Position, Head of,
Group Group Group
Phone Number Phone Number Phone Number
Email Address Email Address Email Address

Industry Group Satellite Office Private Equity

First Last Name – Position, Head of, First Last Name – Position, Head of, First Last Name – Position, Head of,
Group Group Group
Phone Number Phone Number Phone Number
Email Address Email Address Email Address

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Company Overview Industry Overview Valuation Transaction Opportunities Team Overview
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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
 Deal Tombstones
Notable Past Transactions

Company Name Company Name Company Name Company Name

Logo: Logo: Logo:

.PNG format .PNG format .PNG format
$ Deal Amount $ Deal Amount $ Deal Amount $ Deal Amount
Deal Unit Size Deal Unit Size Deal Unit Size Deal Unit Size
Deal Type Deal Type Deal Type Deal Type

Deal Position Deal Position Deal Position Deal Position

DATE DATE DATE DATE

Company Name Company Name Company Name Company Name

Logo: Logo: Logo: Logo:

.PNG format .PNG format .PNG format .PNG format
$ Deal Amount $ Deal Amount $ Deal Amount $ Deal Amount
Deal Unit Size Deal Unit Size Deal Unit Size Deal Unit Size
Deal Type Deal Type Deal Type Deal Type

Deal Position Deal Position Deal Position Deal Position

DATE DATE DATE DATE

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Company Industry Overview Valuation Transaction Team Overview

Overview Opportunity
Corporatefinanceinsitute.com
Appendices