Preliminary Draft – Not for Reliance; Subject to Change and Further Review Exhibit (c)(6) Project Atlas – Preliminary Oslo Valuation Materials November 2018Preliminary Draft – Not for Reliance; Subject to Change and Further Review Exhibit (c)(6) Project Atlas – Preliminary Oslo Valuation Materials November 2018
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Overview KEY OBSERVATIONS ON OSLO’S EARNINGS / OUTLOOK KEY VALUATION OBSERVATIONS § Oslo earnings are currently at trough, reflecting § Current stock price is just above the five-year and all- management’s cycle view and decision to keep “powder time lows dry” § Oslo’s current stock price does not capture the “built in” – Overall $15B of shadow AUM = ~$200M of additional nature of a return to full earnings power management fees per year – Distressed debt Xb Fund with $8.9B in AUM; only § Oslo’s current stock price also does not reflect full value charging fees on drawn capital ($440M), but will based on sum-of-the-parts methodology charge on committed capital (+$128M / year vs. 2018) – Using Berlin’s publicized valuation methodology of as soon as Oaktree elects to start the investment 20x/10x yields a price of $60.18 based on 2019E period earnings; Applying the same methodology to 2020E – Have been “net seller” in recent years: since 2016 earnings would imply a price of $66.17 $22B of realizations and $14B of deployments in closed-end funds § We believe these aspects will inevitably return Oslo to § Emergence from trough is only a matter of timing, not historical trading levels in the next couple years dependent on additional capital raising, performance or other business risks§ Historical range of premiums paid in transactions would indicate an M&A price in low to mid $50s (off current – Size of BBB / BIG credit outstanding indicates trading levels)...and beyond that if credit is given to significantly larger and longer opportunity this cycle upside in the stock – Growing confidence that 2019 is start of this cycle § Management’s conservative forecasts do not indicate business returning to “full” FRE earnings power until 2020 / 2021 2Preliminary Draft – Not for Reliance; Subject to Change and Further Review Overview KEY OBSERVATIONS ON OSLO’S EARNINGS / OUTLOOK KEY VALUATION OBSERVATIONS § Oslo earnings are currently at trough, reflecting § Current stock price is just above the five-year and all- management’s cycle view and decision to keep “powder time lows dry” § Oslo’s current stock price does not capture the “built in” – Overall $15B of shadow AUM = ~$200M of additional nature of a return to full earnings power management fees per year – Distressed debt Xb Fund with $8.9B in AUM; only § Oslo’s current stock price also does not reflect full value charging fees on drawn capital ($440M), but will based on sum-of-the-parts methodology charge on committed capital (+$128M / year vs. 2018) – Using Berlin’s publicized valuation methodology of as soon as Oaktree elects to start the investment 20x/10x yields a price of $60.18 based on 2019E period earnings; Applying the same methodology to 2020E – Have been “net seller” in recent years: since 2016 earnings would imply a price of $66.17 $22B of realizations and $14B of deployments in closed-end funds § We believe these aspects will inevitably return Oslo to § Emergence from trough is only a matter of timing, not historical trading levels in the next couple years dependent on additional capital raising, performance or other business risks§ Historical range of premiums paid in transactions would indicate an M&A price in low to mid $50s (off current – Size of BBB / BIG credit outstanding indicates trading levels)...and beyond that if credit is given to significantly larger and longer opportunity this cycle upside in the stock – Growing confidence that 2019 is start of this cycle § Management’s conservative forecasts do not indicate business returning to “full” FRE earnings power until 2020 / 2021 2
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Oslo Financial Highlights ($ in millions, except as otherwise stated) (1) ASSETS UNDER MANAGEMENT ($B) DRY POWDER BREAKDOWN Management Fees ($M): $15B of shadow AUM with a blended fee rate of 1.35% $962 $871 $847 Strategic $815 $790 Credit European Other 2% Principal 10% 2% $147.1 $136.2 $128.2 $123.9 Infrastructure $121.8 5% $127.2 Opps X Opps Xb $117.9 5% 39% $104.3 $103.2 $100.1 Special Situations 8% Real Estate 2016A 2017A 2018E 2019E 2020E U.S. / European 20% Private Debt Mgmt. Fee Generating AUM Other AUM 9% Total Dry Powder: $21.4B (2) PRE-TAX ECONOMIC NET INCOME (ENI) DISTRIBUTABLE EARNINGS $814 $767 $720 $721 $707 $689 $675 $658 $541 $529 2016A 2017A 2018E 2019E 2020E 2016A 2017A 2018E 2019E 2020E Source: Oslo Management forecast Notes: (1) As of 9/30/2018 (2) After operating group taxes 3Preliminary Draft – Not for Reliance; Subject to Change and Further Review Oslo Financial Highlights ($ in millions, except as otherwise stated) (1) ASSETS UNDER MANAGEMENT ($B) DRY POWDER BREAKDOWN Management Fees ($M): $15B of shadow AUM with a blended fee rate of 1.35% $962 $871 $847 Strategic $815 $790 Credit European Other 2% Principal 10% 2% $147.1 $136.2 $128.2 $123.9 Infrastructure $121.8 5% $127.2 Opps X Opps Xb $117.9 5% 39% $104.3 $103.2 $100.1 Special Situations 8% Real Estate 2016A 2017A 2018E 2019E 2020E U.S. / European 20% Private Debt Mgmt. Fee Generating AUM Other AUM 9% Total Dry Powder: $21.4B (2) PRE-TAX ECONOMIC NET INCOME (ENI) DISTRIBUTABLE EARNINGS $814 $767 $720 $721 $707 $689 $675 $658 $541 $529 2016A 2017A 2018E 2019E 2020E 2016A 2017A 2018E 2019E 2020E Source: Oslo Management forecast Notes: (1) As of 9/30/2018 (2) After operating group taxes 3
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Indicative Valuation Summary IMPLIED P / (3) 2020E ENI RANGE METHODOLOGY IMPLIED SHARE PRICE RANGE Stand-Alone Trading Valuation: Current: $39.99 Excludes Control Premium 8.3x 10.1x $38.65 $46.80 52-Week Trading Range $38.00 $50.00 Trading Comparables (see page 6) 8.2x 10.8x Based on Management forecast $50.05 $60.18 (1) Sum of the Parts (see page 7) 10.8x 13.0x Based on Management forecast; Separately values FRE, incentive fees and balance sheet Berlin Methodology Precedent Premia Paid (2) Premia Paid Analysis - Current Price 10.7x 11.9x 23.6% - 38.0% Premium $49.42 $55.20 (2) Premia Paid Analysis - Midpoint of Trading Comparables 11.7x 13.1x $54.38 $60.74 23.6% - 38.0% Premium $30.00 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 Source: Company filings, Oslo Management, FactSet as of 11/16/2018 Notes: (1) Sum-of-the-parts analysis assumes balance sheet items valued at book (2) Based on 25th percentile to 75th percentile of precedent premiums paid (3) Based on Oslo Management forecasted ENI per share of $4.63 4Preliminary Draft – Not for Reliance; Subject to Change and Further Review Indicative Valuation Summary IMPLIED P / (3) 2020E ENI RANGE METHODOLOGY IMPLIED SHARE PRICE RANGE Stand-Alone Trading Valuation: Current: $39.99 Excludes Control Premium 8.3x 10.1x $38.65 $46.80 52-Week Trading Range $38.00 $50.00 Trading Comparables (see page 6) 8.2x 10.8x Based on Management forecast $50.05 $60.18 (1) Sum of the Parts (see page 7) 10.8x 13.0x Based on Management forecast; Separately values FRE, incentive fees and balance sheet Berlin Methodology Precedent Premia Paid (2) Premia Paid Analysis - Current Price 10.7x 11.9x 23.6% - 38.0% Premium $49.42 $55.20 (2) Premia Paid Analysis - Midpoint of Trading Comparables 11.7x 13.1x $54.38 $60.74 23.6% - 38.0% Premium $30.00 $35.00 $40.00 $45.00 $50.00 $55.00 $60.00 $65.00 Source: Company filings, Oslo Management, FactSet as of 11/16/2018 Notes: (1) Sum-of-the-parts analysis assumes balance sheet items valued at book (2) Based on 25th percentile to 75th percentile of precedent premiums paid (3) Based on Oslo Management forecasted ENI per share of $4.63 4
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Peer Trading Multiples Benchmarking PRICE TO ECONOMIC NET INCOME MULTIPLES 2018E Median: 13.3x (2) 21.5x 2019E Median: 9.4x 2020E Median: 8.4x 15.8x 12.4x 11.2x 10.9x 10.0x 9.8x 9.3x 9.4x 9.1x 8.6x 8.4x 8.4x 6.2x 5.8x NM Oslo ARES BX APO KKR CG (1) (Management) PRICE TO DISTRIBUTABLE EARNINGS MULTIPLES 2018E Median: 12.5x 15.9x 2019E Median: 10.9x 14.7x 14.0x 2020E Median: 10.2x 12.5x 12.5x 12.1x 11.3x 11.0x 10.9x 10.2x 10.3x 10.3x 9.6x 9.5x 9.0x 8.9x 6.9x 6.3x Oslo ARES BX APO KKR CG (3) (Management) 2018E 2019E 2020E Source: Oslo Management, FactSet as of 11/16/2018, Wall Street research Notes: (1) 2018E, 2019E and 2020E ENI per share of $3.22, $4.00 and $4.63, respectively (2) Earnings hit driven by poor performance in public portfolio, primarily attributable to large holding in ADT that underperformed in Q1-2018 (3) 2018E, 2019E and 2020E DE per share of $3.88, $4.22 and $4.46, respectively 5Preliminary Draft – Not for Reliance; Subject to Change and Further Review Peer Trading Multiples Benchmarking PRICE TO ECONOMIC NET INCOME MULTIPLES 2018E Median: 13.3x (2) 21.5x 2019E Median: 9.4x 2020E Median: 8.4x 15.8x 12.4x 11.2x 10.9x 10.0x 9.8x 9.3x 9.4x 9.1x 8.6x 8.4x 8.4x 6.2x 5.8x NM Oslo ARES BX APO KKR CG (1) (Management) PRICE TO DISTRIBUTABLE EARNINGS MULTIPLES 2018E Median: 12.5x 15.9x 2019E Median: 10.9x 14.7x 14.0x 2020E Median: 10.2x 12.5x 12.5x 12.1x 11.3x 11.0x 10.9x 10.2x 10.3x 10.3x 9.6x 9.5x 9.0x 8.9x 6.9x 6.3x Oslo ARES BX APO KKR CG (3) (Management) 2018E 2019E 2020E Source: Oslo Management, FactSet as of 11/16/2018, Wall Street research Notes: (1) 2018E, 2019E and 2020E ENI per share of $3.22, $4.00 and $4.63, respectively (2) Earnings hit driven by poor performance in public portfolio, primarily attributable to large holding in ADT that underperformed in Q1-2018 (3) 2018E, 2019E and 2020E DE per share of $3.88, $4.22 and $4.46, respectively 5
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Trading Comparables Valuation Summary PER SHARE MULTIPLE RANGE MANAGEMENT FORECAST IMPLIED SHARE PRICE RANGE METRIC Current: $39.99 $35.42 $48.30 2018E $3.22 11.0x 15.0x $40.00 $44.00 2019E $4.00 10.0x 11.0x $39.36 $43.99 2020E $4.63 8.5x 9.5x $45.00 $35.00 $40.00 $55.00 $44.62 $58.20 2018E $3.88 11.5x 15.0x $42.20 $59.08 2019E $4.22 10.0x 14.0x 2020E $40.14 $55.75 $4.46 9.0x 12.5x $25.00 $35.00 $45.00 $55.00 $65.00 Source: Company filings, Oslo Management, FactSet as of 11/16/2018 Note: Based on Oslo Management forecast 6 After-Tax Distributable Earnings After-Tax Economic Net IncomePreliminary Draft – Not for Reliance; Subject to Change and Further Review Trading Comparables Valuation Summary PER SHARE MULTIPLE RANGE MANAGEMENT FORECAST IMPLIED SHARE PRICE RANGE METRIC Current: $39.99 $35.42 $48.30 2018E $3.22 11.0x 15.0x $40.00 $44.00 2019E $4.00 10.0x 11.0x $39.36 $43.99 2020E $4.63 8.5x 9.5x $45.00 $35.00 $40.00 $55.00 $44.62 $58.20 2018E $3.88 11.5x 15.0x $42.20 $59.08 2019E $4.22 10.0x 14.0x 2020E $40.14 $55.75 $4.46 9.0x 12.5x $25.00 $35.00 $45.00 $55.00 $65.00 Source: Company filings, Oslo Management, FactSet as of 11/16/2018 Note: Based on Oslo Management forecast 6 After-Tax Distributable Earnings After-Tax Economic Net Income
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Sum-of-the-Parts Analysis § Methodology based on valuing FRE and incentive income at different multiples, and balance sheet held investments and assets at their carried value § Berlin’s stated methodology of 20x / 10x reflects the high-end of our range, and yields value of $60.18 § Currently, market appears to be giving little weight to this type of methodology Management ($ in millions, except per share data) Forecast Illustrative Multiple Range Implied Equity Value Range 2020E (1) (2) $189 15.0x 20.0x $2,835 $3,780 2019E After-Tax Fee-Related Earnings (3) (2) 324 8.0x 10.0x 2,594 3,243 2019E After-Tax Perf. Fee Earnings (4) 1,720 1.0x 1.0x 1,720 1,720 Q3'18 Investments in Funds (5) 860 1.0x 1.0x 860 860 Q3'18 After-Tax Net Accrued Incentives (6) (133) 1.0x 1.0x (133) (133) Q3'18 Net Cash (incl. Preferred) Total Equity Value $7,876 $9,469 Fully Diluted Shares Outstanding (M) 157.365 157.365 Implied Value Per Share $50.05 $60.18 Current Share Price $39.99 Implied Premium 25.2% 50.5% Source: Company filings, Wall Street research, FactSet as of 11/16/2018 Notes: Excludes value attributable to shadow AUM (1) Net of equity-based compensation. Includes 20% share of Dublin earnings; tax-affected at 10% as per Oslo Management guidance (2) High end of range based on Berlin September 2018 Investor Day Presentation assumptions (3) Reflects realized incentive income, net of incentive compensation; tax-affected at 6% as per as per Oslo Management guidance (4) Reflects total corporate investments of Oslo and operating subsidiaries (excluding Dublin investment, which is accounted for in FRE); does not reflect consolidating eliminations; assumes market value equal to book value for illustrative purposes (5) Tax-affected at 6% as per Oslo Management guidance (6) Includes $543M in cash, $470M in treasuries, $746M in debt obligations less $401M in Preferred Equity 7Preliminary Draft – Not for Reliance; Subject to Change and Further Review Sum-of-the-Parts Analysis § Methodology based on valuing FRE and incentive income at different multiples, and balance sheet held investments and assets at their carried value § Berlin’s stated methodology of 20x / 10x reflects the high-end of our range, and yields value of $60.18 § Currently, market appears to be giving little weight to this type of methodology Management ($ in millions, except per share data) Forecast Illustrative Multiple Range Implied Equity Value Range 2020E (1) (2) $189 15.0x 20.0x $2,835 $3,780 2019E After-Tax Fee-Related Earnings (3) (2) 324 8.0x 10.0x 2,594 3,243 2019E After-Tax Perf. Fee Earnings (4) 1,720 1.0x 1.0x 1,720 1,720 Q3'18 Investments in Funds (5) 860 1.0x 1.0x 860 860 Q3'18 After-Tax Net Accrued Incentives (6) (133) 1.0x 1.0x (133) (133) Q3'18 Net Cash (incl. Preferred) Total Equity Value $7,876 $9,469 Fully Diluted Shares Outstanding (M) 157.365 157.365 Implied Value Per Share $50.05 $60.18 Current Share Price $39.99 Implied Premium 25.2% 50.5% Source: Company filings, Wall Street research, FactSet as of 11/16/2018 Notes: Excludes value attributable to shadow AUM (1) Net of equity-based compensation. Includes 20% share of Dublin earnings; tax-affected at 10% as per Oslo Management guidance (2) High end of range based on Berlin September 2018 Investor Day Presentation assumptions (3) Reflects realized incentive income, net of incentive compensation; tax-affected at 6% as per as per Oslo Management guidance (4) Reflects total corporate investments of Oslo and operating subsidiaries (excluding Dublin investment, which is accounted for in FRE); does not reflect consolidating eliminations; assumes market value equal to book value for illustrative purposes (5) Tax-affected at 6% as per Oslo Management guidance (6) Includes $543M in cash, $470M in treasuries, $746M in debt obligations less $401M in Preferred Equity 7
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Share Price Performance Since IPO 52-Week Trading $65.00 Yearly VWAP Global market Broad market uplift Market uplift decline and in anticipation of tax following tax- 2017 $45.15 weakening yields reform and broad reform 10/06/2014: pressure markets deregulation 2016 $44.23 Jay Wintrob named CEO $60.00 effective 11/01/2014 2015 $52.10 02/07/2018: 2014 $52.20 Announced 5M share secondary through 2013 $52.71 $55.00 Morgan Stanley 2012 $39.41 12/20/2017: Passage of the Tax Cuts and Jobs Act $50.00 52-Week High 03/04/2014: 02/06/2018: $46.80 Announced 5M $45.00 Class A unit offering 07/28/2015: though BAML $43.00 Announced Q2’15 results (EPS of $0.44 missed estimates 17%); AUM up $40.00 13% y-o-y $39.99 52-Week Low 07/28/2016: 09/06/2018: $38.65 Announced Q2’16 results 04/27/2017: (EPS of $0.79 beat $35.00 Announced Q1’17 estimates by 41%); AUM results (EPS of $0.82 down 5% LTM beat estimates by 6%); lower AUM than estimated $30.00 10/26/2017: Announced Q3’17 results (EPS of $0.67 $25.00 beat estimates by 20%); fee growth delayed $20.00 May-12 Nov-12 May-13 Nov-13 May-14 Nov-14 May-15 Nov-15 May-16 Nov-16 May-17 Nov-17 May-18 Nov-18 Source: FactSet as of 11/16/2018 Note: 52-Week High and Low based on intraday prices 8Preliminary Draft – Not for Reliance; Subject to Change and Further Review Share Price Performance Since IPO 52-Week Trading $65.00 Yearly VWAP Global market Broad market uplift Market uplift decline and in anticipation of tax following tax- 2017 $45.15 weakening yields reform and broad reform 10/06/2014: pressure markets deregulation 2016 $44.23 Jay Wintrob named CEO $60.00 effective 11/01/2014 2015 $52.10 02/07/2018: 2014 $52.20 Announced 5M share secondary through 2013 $52.71 $55.00 Morgan Stanley 2012 $39.41 12/20/2017: Passage of the Tax Cuts and Jobs Act $50.00 52-Week High 03/04/2014: 02/06/2018: $46.80 Announced 5M $45.00 Class A unit offering 07/28/2015: though BAML $43.00 Announced Q2’15 results (EPS of $0.44 missed estimates 17%); AUM up $40.00 13% y-o-y $39.99 52-Week Low 07/28/2016: 09/06/2018: $38.65 Announced Q2’16 results 04/27/2017: (EPS of $0.79 beat $35.00 Announced Q1’17 estimates by 41%); AUM results (EPS of $0.82 down 5% LTM beat estimates by 6%); lower AUM than estimated $30.00 10/26/2017: Announced Q3’17 results (EPS of $0.67 $25.00 beat estimates by 20%); fee growth delayed $20.00 May-12 Nov-12 May-13 Nov-13 May-14 Nov-14 May-15 Nov-15 May-16 Nov-16 May-17 Nov-17 May-18 Nov-18 Source: FactSet as of 11/16/2018 Note: 52-Week High and Low based on intraday prices 8
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Analysis at Various Prices Current (11/16/18) Price $39.99 $51.00 $52.00 $53.00 $54.00 $55.00 (1) Implied Equity Value $6,293 $8,026 $8,183 $8,340 $8,498 $8,655 Implied Enterprise Value $6,426 $8,159 $8,316 $8,474 $8,631 $8,788 Price / ENI (Management) Metric Implied Multiples 2018E ENI per Share $3.22 12.4x 15.8x 16.1x 16.5x 16.8x 17.1x 2019E ENI per Share $4.00 10.0x 12.8x 13.0x 13.3x 13.5x 13.8x 2020E ENI per Share $4.63 8.6x 11.0x 11.2x 11.4x 11.7x 11.9x Price / DE (Management) Metric Implied Multiples 2018E DE per Share 10.3x 13.1x 13.4x 13.7x 13.9x 14.2x $3.88 2019E DE per Share $4.22 9.5x 12.1x 12.3x 12.6x 12.8x 13.0x 2020E DE per Share $4.46 9.0x 11.4x 11.7x 11.9x 12.1x 12.3x 52-Week Trading Range Price Premium / (Discount) to Trading Range 52-Week High $46.80 (15%) 9% 11% 13% 15% 18% 52-Week Low $38.65 3% 32% 35% 37% 40% 42% Volume-Weighted Average Price VWAP Premium / (Discount) to VWAP 15-Day VWAP (3%) 24% 26% 29% 31% 34% $41.19 30-Day VWAP $41.42 (3%) 23% 26% 28% 30% 33% 90-Day VWAP $41.27 (3%) 24% 26% 28% 31% 33% All-Time High / Low Price Premium / (Discount) IPO Price $43.00 (7%) 19% 21% 23% 26% 28% All-Time High $62.30 (36%) (18%) (17%) (15%) (13%) (12%) All-Time Low $34.00 18% 50% 53% 56% 59% 62% Source: FactSet as of 11/16/2018 Notes: Based on Oslo Management forecast (1) Based on fully diluted shares outstanding of 157.4M 9Preliminary Draft – Not for Reliance; Subject to Change and Further Review Analysis at Various Prices Current (11/16/18) Price $39.99 $51.00 $52.00 $53.00 $54.00 $55.00 (1) Implied Equity Value $6,293 $8,026 $8,183 $8,340 $8,498 $8,655 Implied Enterprise Value $6,426 $8,159 $8,316 $8,474 $8,631 $8,788 Price / ENI (Management) Metric Implied Multiples 2018E ENI per Share $3.22 12.4x 15.8x 16.1x 16.5x 16.8x 17.1x 2019E ENI per Share $4.00 10.0x 12.8x 13.0x 13.3x 13.5x 13.8x 2020E ENI per Share $4.63 8.6x 11.0x 11.2x 11.4x 11.7x 11.9x Price / DE (Management) Metric Implied Multiples 2018E DE per Share 10.3x 13.1x 13.4x 13.7x 13.9x 14.2x $3.88 2019E DE per Share $4.22 9.5x 12.1x 12.3x 12.6x 12.8x 13.0x 2020E DE per Share $4.46 9.0x 11.4x 11.7x 11.9x 12.1x 12.3x 52-Week Trading Range Price Premium / (Discount) to Trading Range 52-Week High $46.80 (15%) 9% 11% 13% 15% 18% 52-Week Low $38.65 3% 32% 35% 37% 40% 42% Volume-Weighted Average Price VWAP Premium / (Discount) to VWAP 15-Day VWAP (3%) 24% 26% 29% 31% 34% $41.19 30-Day VWAP $41.42 (3%) 23% 26% 28% 30% 33% 90-Day VWAP $41.27 (3%) 24% 26% 28% 31% 33% All-Time High / Low Price Premium / (Discount) IPO Price $43.00 (7%) 19% 21% 23% 26% 28% All-Time High $62.30 (36%) (18%) (17%) (15%) (13%) (12%) All-Time Low $34.00 18% 50% 53% 56% 59% 62% Source: FactSet as of 11/16/2018 Notes: Based on Oslo Management forecast (1) Based on fully diluted shares outstanding of 157.4M 9
AppendixAppendix
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Precedent Premia Analysis Summary § Includes acquisitions of public North American targets since 01/01/2013 (57 total transactions) – Equity deal value between $5B and $10B – Cash consideration greater than 10% of total – Excludes acquisitions of minority stakes PREMIA BY TIME HORIZON PREMIA BY QUARTILE – 1-WK PRIOR TO ANNOUNCE. Overall 43.3% 61.9% Mean 35.7% Median 32.3% th 75 Percentile 38.0% 53.3% 37.2% 34.6% 34.5% 29.9% 28.8% 23.9% 23.6% 17.8% 17.7% 20.3% th 25 Percentile 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile 1 - Day 1 - Week 1 - Month Mean Median Time Period Prior to Announcement Source: Dealogic as of 11/15/2018 Note: Excludes premia affected by market rumors prior to deal announcement 11Preliminary Draft – Not for Reliance; Subject to Change and Further Review Precedent Premia Analysis Summary § Includes acquisitions of public North American targets since 01/01/2013 (57 total transactions) – Equity deal value between $5B and $10B – Cash consideration greater than 10% of total – Excludes acquisitions of minority stakes PREMIA BY TIME HORIZON PREMIA BY QUARTILE – 1-WK PRIOR TO ANNOUNCE. Overall 43.3% 61.9% Mean 35.7% Median 32.3% th 75 Percentile 38.0% 53.3% 37.2% 34.6% 34.5% 29.9% 28.8% 23.9% 23.6% 17.8% 17.7% 20.3% th 25 Percentile 1st Quartile 2nd Quartile 3rd Quartile 4th Quartile 1 - Day 1 - Week 1 - Month Mean Median Time Period Prior to Announcement Source: Dealogic as of 11/15/2018 Note: Excludes premia affected by market rumors prior to deal announcement 11
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Precedent Premium Benchmarks § Includes acquisitions of public North American targets since 01/01/2013 (57 total transactions) – Equity deal value between $5B and $10B – Cash consideration greater than 10% of total – Excludes acquisitions of minority stakes Premium to Market Price Pre-Annc. Announcement Equity Deal % Stake % Cash Date Target Acquiror Value ($M) Acquired Consideration 1 Day 1 Week 1 Month 11/8/2018 ARRIS International CommScope $5,726 100.0% 100.0% NM NM 28.1% 9/10/2018 Integrated Device Technology Renesas Electronics 6,760 100.0% 100.0% NM NM 36.9% 8/8/2018 Dun & Bradstreet CC Capital 5,387 100.0% 100.0% 15.2% 16.2% 14.3% 6/11/2018 Envision Healthcare KKR 5,715 100.0% 100.0% 5.4% 8.0% 8.7% 5/7/2018 athenahealth Veritas Capital Management 5,482 100.0% 100.0% 26.9% 30.6% 15.3% 4/9/2018 AveXis Novartis 8,795 100.0% 100.0% 88.1% 83.3% 59.2% 3/26/2018 USG Knauf Gips 6,136 100.0% 100.0% 25.3% 25.0% 22.0% 3/20/2018 MuleSoft Salesforce.com 7,013 100.0% 80.4% 35.9% 34.3% 43.0% 2/23/2018 Blue Buffalo Pet Products General Mills 7,943 100.0% 100.0% 17.2% 14.0% 20.4% 2/12/2018 CSRA General Dynamics 6,877 100.0% 100.0% 32.2% 31.6% 27.0% 1/22/2018 Juno Therapeutics Celgene 9,900 90.2% 100.0% NM 78.5% 89.1% 1/22/2018 Validus Holdings AIG 5,713 100.0% 100.0% 45.5% 45.9% 45.0% 1/11/2018 DST Systems SS&C Technologies 5,114 100.0% 100.0% NM 31.7% 37.2% 11/20/2017 Cavium Marvell Technology 6,389 100.0% 45.9% NM NM 22.1% 9/18/2017 Orbital ATK Northrop Grumman 8,031 100.0% 100.0% 22.2% 23.9% 28.0% 6/19/2017 Rice Energy EQT 7,588 100.0% 17.3% 35.5% 30.2% 24.0% 5/15/2017 Patheon NV Thermo Fisher Scientific 5,216 100.0% 100.0% 34.6% 32.2% 35.8% Source: Dealogic as of 11/16/2018 Note: Excludes premiums affected by market rumors prior to deal announcement 12Preliminary Draft – Not for Reliance; Subject to Change and Further Review Precedent Premium Benchmarks § Includes acquisitions of public North American targets since 01/01/2013 (57 total transactions) – Equity deal value between $5B and $10B – Cash consideration greater than 10% of total – Excludes acquisitions of minority stakes Premium to Market Price Pre-Annc. Announcement Equity Deal % Stake % Cash Date Target Acquiror Value ($M) Acquired Consideration 1 Day 1 Week 1 Month 11/8/2018 ARRIS International CommScope $5,726 100.0% 100.0% NM NM 28.1% 9/10/2018 Integrated Device Technology Renesas Electronics 6,760 100.0% 100.0% NM NM 36.9% 8/8/2018 Dun & Bradstreet CC Capital 5,387 100.0% 100.0% 15.2% 16.2% 14.3% 6/11/2018 Envision Healthcare KKR 5,715 100.0% 100.0% 5.4% 8.0% 8.7% 5/7/2018 athenahealth Veritas Capital Management 5,482 100.0% 100.0% 26.9% 30.6% 15.3% 4/9/2018 AveXis Novartis 8,795 100.0% 100.0% 88.1% 83.3% 59.2% 3/26/2018 USG Knauf Gips 6,136 100.0% 100.0% 25.3% 25.0% 22.0% 3/20/2018 MuleSoft Salesforce.com 7,013 100.0% 80.4% 35.9% 34.3% 43.0% 2/23/2018 Blue Buffalo Pet Products General Mills 7,943 100.0% 100.0% 17.2% 14.0% 20.4% 2/12/2018 CSRA General Dynamics 6,877 100.0% 100.0% 32.2% 31.6% 27.0% 1/22/2018 Juno Therapeutics Celgene 9,900 90.2% 100.0% NM 78.5% 89.1% 1/22/2018 Validus Holdings AIG 5,713 100.0% 100.0% 45.5% 45.9% 45.0% 1/11/2018 DST Systems SS&C Technologies 5,114 100.0% 100.0% NM 31.7% 37.2% 11/20/2017 Cavium Marvell Technology 6,389 100.0% 45.9% NM NM 22.1% 9/18/2017 Orbital ATK Northrop Grumman 8,031 100.0% 100.0% 22.2% 23.9% 28.0% 6/19/2017 Rice Energy EQT 7,588 100.0% 17.3% 35.5% 30.2% 24.0% 5/15/2017 Patheon NV Thermo Fisher Scientific 5,216 100.0% 100.0% 34.6% 32.2% 35.8% Source: Dealogic as of 11/16/2018 Note: Excludes premiums affected by market rumors prior to deal announcement 12
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Precedent Premium Benchmarks (cont’d) Premium to Market Price Pre-Annc. Announcement Equity Deal % Stake % Cash Date Target Acquiror Value ($M) Acquired Consideration 1 Day 1 Week 1 Month 4/3/2017 Panera Bread JAB Holding $7,168 100.0% 100.0% 20.3% 24.4% 37.5% 1/9/2017 VCA Mars 7,682 100.0% 100.0% 31.4% 35.5% 43.8% 1/9/2017 Ariad Pharmaceuticals Takeda Pharmaceutical 5,471 100.0% 100.0% 74.7% 92.9% 89.3% 11/14/2016 Harman International Samsung Electronics 8,040 100.0% 100.0% 27.8% 32.6% 39.6% 11/2/2016 Brocade Communications Systems Broadcom 5,539 100.0% 100.0% NM 44.9% 34.2% 10/23/2016 BE Aerospace Rockwell Collins 6,529 100.0% 53.2% 22.5% 22.0% 24.0% 10/4/2016 Endurance Specialty Holdings Sompo Holdings 6,285 100.0% 100.0% 43.2% 41.7% 40.2% 7/28/2016 NetSuite Oracle 9,464 100.0% 100.0% 19.0% 33.1% 57.9% 5/16/2016 Anacor Pharmaceuticals Pfizer 5,205 100.0% 100.0% 55.0% 58.7% 53.4% 3/20/2016 Valspar Sherwin-Williams 9,384 100.0% 100.0% 34.8% 38.1% 46.7% 2/17/2016 Ingram Micro Tianjin Tianhai 6,057 100.0% 100.0% 32.2% 38.8% 43.3% 2/16/2016 ADT Protection One 7,063 100.0% 100.0% NM 53.3% 45.5% 2/1/2016 Alere Abbott Laboratories 5,281 100.0% 86.5% 50.5% 47.5% 43.3% 11/2/2015 Dyax Shire 6,557 100.0% 90.1% 35.5% 33.8% 88.6% 8/24/2015 AGL Resources Southern Co 8,325 100.0% 100.0% 37.9% 32.5% 39.6% 7/29/2015 Cytec Industries Solvay 5,580 100.0% 100.0% 28.9% 28.4% 23.9% 7/13/2015 MarkWest Energy Partners Marathon Petroleum 7,965 100.0% 15.6% 31.6% 35.8% 27.4% 7/2/2015 Health Net Centene 5,839 100.0% 41.6% 20.8% 20.8% 28.3% 6/10/2015 HCC Insurance Tokio Marine 7,497 100.0% 100.0% 37.6% 35.1% 34.8% 5/6/2015 Synageva Biopharma Alexion Pharmaceuticals 9,507 100.0% 47.8% 135.7% 123.7% 143.5% 4/14/2015 PartnerRe Exor 6,410 91.2% 100.0% 9.1% 14.0% 15.0% 1/22/2015 City National Royal Bank of Canada 5,491 100.0% 49.9% 25.8% 27.1% 17.6% 12/8/2014 Cubist Pharmaceuticals Merck 8,419 100.0% 100.0% 37.2% 34.9% 44.9% Source: Dealogic as of 11/16/2018 Note: Excludes premiums affected by market rumors prior to deal announcement 13Preliminary Draft – Not for Reliance; Subject to Change and Further Review Precedent Premium Benchmarks (cont’d) Premium to Market Price Pre-Annc. Announcement Equity Deal % Stake % Cash Date Target Acquiror Value ($M) Acquired Consideration 1 Day 1 Week 1 Month 4/3/2017 Panera Bread JAB Holding $7,168 100.0% 100.0% 20.3% 24.4% 37.5% 1/9/2017 VCA Mars 7,682 100.0% 100.0% 31.4% 35.5% 43.8% 1/9/2017 Ariad Pharmaceuticals Takeda Pharmaceutical 5,471 100.0% 100.0% 74.7% 92.9% 89.3% 11/14/2016 Harman International Samsung Electronics 8,040 100.0% 100.0% 27.8% 32.6% 39.6% 11/2/2016 Brocade Communications Systems Broadcom 5,539 100.0% 100.0% NM 44.9% 34.2% 10/23/2016 BE Aerospace Rockwell Collins 6,529 100.0% 53.2% 22.5% 22.0% 24.0% 10/4/2016 Endurance Specialty Holdings Sompo Holdings 6,285 100.0% 100.0% 43.2% 41.7% 40.2% 7/28/2016 NetSuite Oracle 9,464 100.0% 100.0% 19.0% 33.1% 57.9% 5/16/2016 Anacor Pharmaceuticals Pfizer 5,205 100.0% 100.0% 55.0% 58.7% 53.4% 3/20/2016 Valspar Sherwin-Williams 9,384 100.0% 100.0% 34.8% 38.1% 46.7% 2/17/2016 Ingram Micro Tianjin Tianhai 6,057 100.0% 100.0% 32.2% 38.8% 43.3% 2/16/2016 ADT Protection One 7,063 100.0% 100.0% NM 53.3% 45.5% 2/1/2016 Alere Abbott Laboratories 5,281 100.0% 86.5% 50.5% 47.5% 43.3% 11/2/2015 Dyax Shire 6,557 100.0% 90.1% 35.5% 33.8% 88.6% 8/24/2015 AGL Resources Southern Co 8,325 100.0% 100.0% 37.9% 32.5% 39.6% 7/29/2015 Cytec Industries Solvay 5,580 100.0% 100.0% 28.9% 28.4% 23.9% 7/13/2015 MarkWest Energy Partners Marathon Petroleum 7,965 100.0% 15.6% 31.6% 35.8% 27.4% 7/2/2015 Health Net Centene 5,839 100.0% 41.6% 20.8% 20.8% 28.3% 6/10/2015 HCC Insurance Tokio Marine 7,497 100.0% 100.0% 37.6% 35.1% 34.8% 5/6/2015 Synageva Biopharma Alexion Pharmaceuticals 9,507 100.0% 47.8% 135.7% 123.7% 143.5% 4/14/2015 PartnerRe Exor 6,410 91.2% 100.0% 9.1% 14.0% 15.0% 1/22/2015 City National Royal Bank of Canada 5,491 100.0% 49.9% 25.8% 27.1% 17.6% 12/8/2014 Cubist Pharmaceuticals Merck 8,419 100.0% 100.0% 37.2% 34.9% 44.9% Source: Dealogic as of 11/16/2018 Note: Excludes premiums affected by market rumors prior to deal announcement 13
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Precedent Premium Benchmarks (cont’d) Premium to Market Price Pre-Annc. Announcement Equity Deal % Stake % Cash Date Target Acquiror Value ($M) Acquired Consideration 1 Day 1 Week 1 Month 11/3/2014 Covance Laboratory Corp of America $6,422 100.0% 70.7% 31.6% 29.9% 29.9% 9/29/2014 Athlon Energy EnCana 5,927 100.0% 100.0% 25.2% 32.1% 25.7% 9/21/2014 Dresser-Rand Group Siemens 6,687 100.0% 100.0% NM 22.0% 21.4% 9/18/2014 Concur Technologies SAP 8,593 100.0% 100.0% NM NM 29.0% 7/28/2014 Family Dollar Stores Dollar Tree 9,195 100.0% 75.0% 22.8% 22.6% 11.5% 7/15/2014 Rockwood Holdings Albemarle 5,867 100.0% 63.9% 13.0% 12.9% 13.9% 6/23/2014 Integrys Energy Group Wisconsin Energy 5,725 100.0% 26.7% 17.3% 21.9% 23.6% 6/23/2014 MICROS Systems Oracle 5,259 100.0% 100.0% NM 17.8% 29.6% 6/16/2014 tw telecom Level 3 Communications 5,922 100.0% 23.3% 12.4% 22.2% 26.5% 6/3/2014 Protective Life Dai-ichi Life Insurance 5,708 100.0% 100.0% NM 34.5% 36.6% 5/29/2014 Hillshire Brands Tyson Foods 7,981 100.0% 100.0% 11.1% 38.0% 41.4% 4/30/2014 Pepco Holdings Exelon 6,872 100.0% 100.0% 19.6% 26.7% 34.6% 4/7/2014 Questcor Pharmaceuticals Mallkrodt 6,041 100.0% 32.1% 26.8% 32.6% 30.4% 3/6/2014 Safeway Albertson's 8,353 100.0% 100.0% NM NM 17.0% 12/16/2013 LSI Avago Technologies 6,603 100.0% 100.0% 41.0% 37.7% 35.6% 9/9/2013 Molex Koch Industries 7,117 100.0% 100.0% 55.9% 56.8% 49.3% 5/29/2013 NV Energy Berkshire Hathaway 5,651 100.0% 100.0% 20.3% 15.5% 10.9% 25th Percentile 20.3% 23.6% 23.9% Median 28.9% 32.3% 34.2% Mean 33.2% 35.7% 36.6% 75th Percentile 37.2% 38.0% 43.3% Source: Dealogic as of 11/16/2018 Note: Excludes premiums affected by market rumors prior to deal announcement 14Preliminary Draft – Not for Reliance; Subject to Change and Further Review Precedent Premium Benchmarks (cont’d) Premium to Market Price Pre-Annc. Announcement Equity Deal % Stake % Cash Date Target Acquiror Value ($M) Acquired Consideration 1 Day 1 Week 1 Month 11/3/2014 Covance Laboratory Corp of America $6,422 100.0% 70.7% 31.6% 29.9% 29.9% 9/29/2014 Athlon Energy EnCana 5,927 100.0% 100.0% 25.2% 32.1% 25.7% 9/21/2014 Dresser-Rand Group Siemens 6,687 100.0% 100.0% NM 22.0% 21.4% 9/18/2014 Concur Technologies SAP 8,593 100.0% 100.0% NM NM 29.0% 7/28/2014 Family Dollar Stores Dollar Tree 9,195 100.0% 75.0% 22.8% 22.6% 11.5% 7/15/2014 Rockwood Holdings Albemarle 5,867 100.0% 63.9% 13.0% 12.9% 13.9% 6/23/2014 Integrys Energy Group Wisconsin Energy 5,725 100.0% 26.7% 17.3% 21.9% 23.6% 6/23/2014 MICROS Systems Oracle 5,259 100.0% 100.0% NM 17.8% 29.6% 6/16/2014 tw telecom Level 3 Communications 5,922 100.0% 23.3% 12.4% 22.2% 26.5% 6/3/2014 Protective Life Dai-ichi Life Insurance 5,708 100.0% 100.0% NM 34.5% 36.6% 5/29/2014 Hillshire Brands Tyson Foods 7,981 100.0% 100.0% 11.1% 38.0% 41.4% 4/30/2014 Pepco Holdings Exelon 6,872 100.0% 100.0% 19.6% 26.7% 34.6% 4/7/2014 Questcor Pharmaceuticals Mallkrodt 6,041 100.0% 32.1% 26.8% 32.6% 30.4% 3/6/2014 Safeway Albertson's 8,353 100.0% 100.0% NM NM 17.0% 12/16/2013 LSI Avago Technologies 6,603 100.0% 100.0% 41.0% 37.7% 35.6% 9/9/2013 Molex Koch Industries 7,117 100.0% 100.0% 55.9% 56.8% 49.3% 5/29/2013 NV Energy Berkshire Hathaway 5,651 100.0% 100.0% 20.3% 15.5% 10.9% 25th Percentile 20.3% 23.6% 23.9% Median 28.9% 32.3% 34.2% Mean 33.2% 35.7% 36.6% 75th Percentile 37.2% 38.0% 43.3% Source: Dealogic as of 11/16/2018 Note: Excludes premiums affected by market rumors prior to deal announcement 14
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Legal Disclosures This Presentation has been provided to you by Perella Weinberg Partners and its affiliates (collectively “Perella Weinberg Partners” or the “Firm”) and may not be used or relied upon for any purpose without the written consent of Perella Weinberg Partners. The information contained herein (the “Information”) is confidential information. By accepting this Information, you agree that you will, and you will cause your directors, partners, officers, employees, attorney(s), agents and representatives to, use the Information only for your informational purposes and for no other purpose and will not divulge any such Information to any other party. Any reproduction of this Information, in whole or in part, is prohibited. These contents are proprietary information and products of Perella Weinberg Partners. The Information contained herein is not an offer to buy or sell or a solicitation of an offer to buy or sell any corporate advisory services or security or to participate in any corporate advisory services or trading strategy. Any decision regarding corporate advisory services or to invest in the investments described herein should be made after, as applicable, reviewing such definitive offering memorandum, conducting such investigations as you deem necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment or service. Nothing contained herein should be construed as tax, accounting or legal advice. 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 transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. Perella Weinberg Partners LP, Tudor, Pickering, Holt & Co. Securities, Inc., and Tudor, Pickering, Holt & Co. Advisors, LLC are each members of FINRA (www.finra.org) and SIPC. 15Preliminary Draft – Not for Reliance; Subject to Change and Further Review Legal Disclosures This Presentation has been provided to you by Perella Weinberg Partners and its affiliates (collectively “Perella Weinberg Partners” or the “Firm”) and may not be used or relied upon for any purpose without the written consent of Perella Weinberg Partners. The information contained herein (the “Information”) is confidential information. By accepting this Information, you agree that you will, and you will cause your directors, partners, officers, employees, attorney(s), agents and representatives to, use the Information only for your informational purposes and for no other purpose and will not divulge any such Information to any other party. Any reproduction of this Information, in whole or in part, is prohibited. These contents are proprietary information and products of Perella Weinberg Partners. The Information contained herein is not an offer to buy or sell or a solicitation of an offer to buy or sell any corporate advisory services or security or to participate in any corporate advisory services or trading strategy. Any decision regarding corporate advisory services or to invest in the investments described herein should be made after, as applicable, reviewing such definitive offering memorandum, conducting such investigations as you deem necessary and consulting the investor’s own investment, legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment or service. Nothing contained herein should be construed as tax, accounting or legal advice. 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 transactions contemplated by these materials and all materials of any kind (including opinions or other tax analyses) that are provided to you relating to such tax treatment and structure. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. federal income tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of the transaction. Perella Weinberg Partners LP, Tudor, Pickering, Holt & Co. Securities, Inc., and Tudor, Pickering, Holt & Co. Advisors, LLC are each members of FINRA (www.finra.org) and SIPC. 15