First Eagle Private Credit (NEWS) SC 13E3 Going private transaction

Exhibit (c)(5)

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Project Osprey
Board of Directors supplemental materials
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August 29, 2017
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Reconciliation of GSO / FEIM proposals
($ in million except per share amounts)
Assuming closing before 12/31/17 Assuming closing 3/31/18
7/26/2017 proposal 8/23/2017 proposal 7/26/2017 proposal 8/23/2017 proposal Low High Low High Low High Low High Sources
Cash consideration from GSOOF $2,208 $2,040 Cash consideration from First Eagle 90 114 Proceeds from Dartmouth Fund / LHFS 520 182
Unrestricted cash 125 85 Proceeds include paydown of
Restricted cash 86 85 $251.8mm of LHFS Proceeds from sale of real estate 16 16 warehouse debt w/
Total sources $3,046 $2,522 commensurate reduction in Cash used for share debt repayment line item. Uses repurchases and
Debt repayment dividends not ($2,464) ($1,947) Prepayment penalties captured in (23) (23) Other liabilities unrestricted cash (49) (32) balance
Settle accrued bonuses – (14) Osprey transaction fees (10) (10) Mark on OREO – (4) Cash used in for share repurchases (17) –Cash used in for dividends (2) –
Total uses ($2,565) ($2,030) Aggregate consideration
Net proceeds $482 $482 $492 $492 $482 $482 $492 $492 Cash earnings Q3E ‘17 / Q4E ‘17 20 20 – – 12 12 – –Contingent value right (anticipated tax rebate) 31 35 30 38 27 32 26 35
Total consideration $533 $537 $522 $530 $521 $525 $518 $527 Consideration per share
Net proceeds $11.52 $11.52 $11.82 $11.82 $11.56 $11.56 $11.82 $11.82 Earnings Q3E ‘17 / Q4E ‘17 0.48 0.48 – – 0.29 0.29 – –Contingent value right (anticipated tax rebate) 0.74 0.81 0.71 0.88 0.65 0.76 0.63 0.83
Total consideration per share $12.74 $12.82 $12.53 $12.70 $12.50 $12.61 $12.45 $12.65 Fully diluted shares calculation (mm) Share count date 7/27/2017 8/17/2017 7/27/2017 8/17/2017
Basic shares outstanding (6/30/17) 41.758 41.758 41.758 41.758 41.758 41.758 41.758 41.758 (+) Options exercised – – 0.010 0.010 – – 0.010 0.010 (–) Repurchases (0.149) (0.149) (0.195) (0.195) (0.149) (0.149) (0.195) (0.195)
Basic shares outstanding 41.609 41.609 41.574 41.574 41.609 41.609 41.574 41.574
Basic shares outstanding 41.609 41.609 41.574 41.574 41.609 41.609 41.574 41.574 Dilution from options / warrants 0.197 0.270 0.042 0.159 0.046 0.072 0.041 0.111
Implied fully diluted shares 41.807 41.880 41.616 41.733 41.655 41.681 41.615 41.685
Selected commentary (8/23 vs. 7/26 proposal)
- Lower pricing (impaired loans & NPAs); R&W premium; updated transaction close (12/31 vs. 6/30).
- Incl. Fifth Street risk retention; updated transaction close (12/31 vs. 6/30).
- Excludes assets to be sold into the Dartmouth Fund; reflects paydown of $251.8mm of LHFS warehouse debt.
- Updated transaction close (12/31 vs. 6/30); Share repurchases and dividends.
- Updated transaction close (12/31 vs. 6/30); does not include $251.8mm of LHFS warehouse debt.
- Updated transaction close (12/31 vs. 6/30).
- $4.0 million mark on OREO; valued at $16.0 million but backstopped at $12.0 million.  
- Updated transaction close (12/31 vs. 6/30); included in unrestricted cash balance
- Updated transaction close (12/31 vs. 6/30); included in unrestricted cash balance
- Cash earnings captured in unrestricted cash due to updated transaction close (12/31 vs. 6/30).
- Latest estimate of ‘17 tax payable; updated timing based on Osprey mgmt. consultation with KPMG and STB.
Source: Osprey management, GSO / First Eagle written proposals dated 8/23/17 and 7/26/17.. Note: As of 8/25/17.
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