February 20, 2007 Confidential Materials Prepared Regarding: Project Maple Tree Exhibit (c)(3) |
Contact potential interested parties/respond to unsolicited contacts, if any Merrill Lynch to offer financing to prospective purchasers Negotiate and execute confidentiality agreements Provide information to interested parties Limit initial information to the company's business model, its strategic positioning and valuation drivers of the company Management financial projections Management presentations to interested parties Financial diligence discussion with management/ follow-up calls as requested Provide process letter which outlines bid requirements and establishes bid deadline date Receive initial proposals 1 Project Maple Tree Overview of Proposed Process Go-shop Solicitation Period (22 days) Go-Shop Tail Period (22 days) Review and evaluate proposals received during the go-shop period Allow parties who submit a proposal with a comparable level of consideration to the Apax transaction to conduct confirmatory diligence Provide access to company information - business, financial, human resources, technology, legal Access to specific information related to customers and producers to be evaluated for each potential buyer Provide access to management to support confirmatory diligence Negotiate price, terms, conditions and documents in support of any superior proposals, as applicable |
2 Project Maple Tree Expected Timeline Date Event February 24 or 25 Maple Tree approval of transaction February 26 Proposed announcement of transaction (before market open) Early release of Q4-2006 earnings (before market open) Unscheduled conference call to discuss Q4-2006 earnings Beginning of go-shop solicitation period Week of February 26 Calls to prospective buyers Negotiate confidentiality agreements Provide preliminary information February 28 Scheduled release of Q4-2006 earnings (before market open)(1) Scheduled 10:30am (ET) call to discuss Q4-2006 earnings(1) File 2006 Form 10-K Weeks of March 5 and 12 Management presentations Buyer due diligence March 19 (22 days from announement) End of go-shop solicitation period Deadline established to receive proposals Week of March 19 Evaluate proposals Negotiate with prospective buyers Buyer confirmatory due diligence Weeks of March 26 and April 2 Buyer confirmatory due diligence continues Management meetings Negotiate documents April 9 (43 days from announcement) End of go-shop tail period Market holiday February S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 March S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 April S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 ____________________ (1) Expected to be superseded by the early release of earnings on February 26. |
3 Project Maple Tree Summary of Proposed Financing Terms and Conditions Other Material Terms (1) Capitalization ($ in millions) ____________________ (1) Terms subject to final negotiations with bidder. (2) Revolving credit facility commitment of $100 million; unfunded at close. (3) Includes impact related to the 2006 time period prior to completion of acquisitions which were closed in 2006. Expected Ratings Facility / Security Amount ($mm) Tenor Pricing Outcome Senior Secured Credit Facility Revolver $100.0 6 years L+250 bps B2/B Term Loan B 550.0 7 years L+250 bps B2/B Senior Notes/Interim Loan Senior Notes $235.0 8 years 9.25% Area B3/B- Senior Sub. Notes/Interim Loan Senior Subordinated Note $235.0 10 years 10.75% Area Caa1/CCC+ Bridge Commitment Terms Senior Notes Senior Sub. Notes Initial Pricing L + 425 bps L + 575 bps Step-ups (after 6 months) +50 bps per quarter Cash Caps 10.75% 12.25% Total Financing $1,120.0 Covenants: Net Senior Leverage maintenance covenant for Revolver No maintenance covenant for Term Loan B Net Senior Leverage and Fixed Charge Coverage Ratios incurrence covenants for Term Loan B Ability to syndicate up to 49% of Bridge pre-close Key conditions include: Satisfactory review of Sponsor strategy and financial model Satisfactory review of Sponsor plan for management and key employees Company MAC (to conform to purchase agreement) Customary pricing flex Current with SEC public filing reporting requirements Necessary approvals Amount Multiple Revolving credit facility (2) $0.0 0.0x Term loan B 550.0 3.5x Total bank debt $550.0 3.5x Senior unsecured notes 235.0 1.5x Total senior debt $785.0 5.0x Senior subordinated notes 235.0 1.5x Total debt $1,020.0 6.5x 2006E Adjusted EBITDA (3) $157.6 |
Disclaimers Merrill Lynch prohibits (a) employees from, directly or indirectly, offering a favorable research rating or specific price target, or offering to change such rating or price target, as consideration or inducement for the receipt of business or for compensation, and (b) Research Analysts from being compensated for involvement in investment banking transactions except to the extent that such participation is intended to benefit investor clients. This proposal is confidential, for your private use only, and may not be shared with others (other than your advisors) without Merrill Lynch's written permission, except that you (and each of your employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the proposal and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and tax structure. For purposes of the preceding sentence, tax refers to U.S. federal and state tax. This proposal is for discussion purposes only. Merrill Lynch is not an expert on, and does not render opinions regarding, legal, accounting, regulatory or tax matters. You should consult with your advisors concerning these matters before undertaking the proposed transaction. 4 |