Exhibit 99.20
Project Island Reverse Break-up Fees AnalysisDecember 2, 2015Confidential – For Discussion & General Information Purposes Only
Reverse Break-up Fees Analysis – Technology M&A Date10/1/20159/3/20157/28/20156/15/20156/1/20155/28/20155/7/20154/22/20153/2/20153/1/20152/5/20151/28/201512/1/201410/28/20149/22/2014Buyer Target Tyler Technologies New World Systems Diodes Pericom SemiconductorHoneywell Elster Group SE InternationalCox Automotive Dealertrack TechnologiesIntel Altera Avago Technologies Broadcom Equinix Telecity ARRIS Pace Mitel Mavenir Systems NXP Semiconductors Freescale SemiconductorAmerican Tower Verizon Corporation Communications Inc CommScope TE Connectivity Cypress Spansion Inc. SemiconductorEngility TASC TTM Technologies ViasystemsReverse Break-up Fee % EV HSR $45.0 6.7% No 15.0 6.0% No 23.4 0.4% Yes 118.0 2.6% No 500.0 3.2% Yes 1,000.0 3.0% No 76.4 1.9% No 20.0 1.0% No 35.8 7.3% No 600.0 3.6% No 353.9 7.0% No 210.0 6.9% No 60.0 3.2% No15.6 1.4% No 40.0 4.3% YesCommentary(Non-HSR)Either party can terminate any time prior (Non-HSR)Not approved by shareholders, regulatory conditions not satisfied, failure to comply with obligations (HSR)If target approves a competing proposal (Non-HSR)If deal is terminated because of antirust approvals (HSR)Various conditions, HSR is a condition but not a condition for the termination fee to be paid by Avago (Non-HSR)(Non-HSR)(Non-HSR)Various conditions (Non-HSR)Various conditions (Non-HSR)Various conditions (Non-HSR)If company is unable to obtain financing (Non-HSR)Termination fee of $60 million if the merger agreement is terminated in certain circumstances in connection with a competing third party acquisition proposal for one of the companies (Non-HSR)If merger agreement terminated by TASC adverse recommendation by Engility’s Board, failure to include Engility’s Board’s recommendation in join proxies/solicitation statements, a superior proposal comes, breach of covenants/reps/warranties (Non-HSR)Antitrust, CFIUS (HSR) Source: S&P Capital IQ, Company filingsNote: (1) Includes reverse break-up technology deals, within the last three years as of 12/1/2015, greater than $250M with North American acquirors (2) Excludes Sponsor acquirors Project Island 2
Reverse Break-up Fees Analysis – Technology M&A Reverse Date Buyer Target Break-up Fee % EV HSR Commentary 8/20/2014 Infineon International 70.0 2.9% Yes Merger not consummated prior to termination date, antitrust Technologies Rectifier Corporation (HSR)7/28/2014 Zillow Trulia 150.0 4.9% Yes 5/22/2014 Microchip ISSC Technologies 11.4 4.1% No Technology4/15/2014 Zebra Technologies Motorola Solutions 250.0 7.2% No 3/3/2014 CoStar Apartments 17.6 3.0% No 2/21/2014 Qorvo TriQuint 66.7 4.3% No Semiconductor2/19/2014 Facebook WhatsApp 2,000.0 10.2% No 2/4/2014 Entegris ATMI 100.0 10.4% No 12/19/2013 Dealertrack Dealer Dot Com 25.0 2.5% No Technologies12/16/2013 Avago Technologies LSI Corporation 400.0 6.7% No 11/11/2013 Mitel Aastra Technologies 11.0 4.0% NoChange in Zillow’s Board’s recommendation, failure to gainZillow shareholder approval, regulatory approval (HSR)Regulatory, breach of covenants/reps/warranties (Non-HSR)Financing failure (Non-HSR)Breach of covenants/reps/warranties (Non-HSR)Failure to gain shareholder approval (Non-HSR)Breach of covenants/reps/warranties, regulatory (Non-HSR)Financing failure, allows ATMI to accept a superior proposal (Non-HSR)Financing failure (Non-HSR)Various conditions (Non-HSR)Various conditions, Canadian regulatory requirements (Non-HSR)Microsoft Nokia Corporation, 9/2/2013 International Devices & Services 748.3 15.0% Yes If deal is terminated because of antirust approvals (HSR) Holdings B.V. Business 5/28/2013 ServiceLink, L.P. Black Knight 74.0 1.9% No Various conditions (Non-HSR) InfoServ, LLCMedian $72.0 4.0% Mean $251.3 4.8% High $2,000.0 15.0% Low $11.0 0.4% Source: S&P Capital IQ, Company filingsNote: (1) Includes reverse break-up technology deals, within the last three years as of 12/1/2015, greater than $250M with North American acquirors (2) Excludes Sponsor acquirors Project Island 3
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