Preliminary Draft – Not for Reliance; Subject to Change and Further Review Exhibit (c)(9) Analysis of Liquidity Mechanism Proposals December 2018Preliminary Draft – Not for Reliance; Subject to Change and Further Review Exhibit (c)(9) Analysis of Liquidity Mechanism Proposals December 2018
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Liquidity Mechanism Valuation – Summary § The analysis below compares the future “Current Equity Value” (as defined in Berlin’s proposed term sheet) of OCGH units covered by the Years 3 – 7 liquidity mechanism a) under Oslo’s and Berlin’s latest proposals, and b) assuming Oslo financials per operating model provided to Berlin – In Oslo’s latest proposal, valuation multiples are applied to management fee earnings based on the average of the trailing three fiscal years (with the exception of any sales / exchanges in Year 3, which would be based on average of trailing two years), and incentive fee earnings based on the average of the trailing two fiscal years – In Berlin’s latest proposal, valuation multiples are applied to both management fee earnings and incentive fee earnings based on the average of the trailing three fiscal years – For illustrative purposes, values under each proposal are calculated based on both incentives created and incentives paid NOMINAL IMPLIED SHARE PRICES AT ILLUSTRATIVE TRANSACTION MULTIPLES OF 12x FRE & 6x NET INCENTIVES OSLO PROPOSAL (2- / 3-YEAR AVERAGE) BERLIN PROPOSAL (3-YEAR AVERAGE) (1) Years 3 - 7 Blended Sale Price Per Share Oslo Berlin IC IP IC IP Nominal $74.86 $63.40 $73.16 $63.20 PV @ 10.7% CoE 44.33 37.65 43.26 37.54 Years 3 - 7 Total Value from Liquidity Mechanism ($M) Nominal $4,594 $3,891 $4,490 $3,878 PV @ 10.7% CoE 2,721 2,310 2,655 2,304 $94.50 $92.95 $84.50 $83.23 $73.65 $72.22 $64.66 $63.03 $78.58 $78.52 $56.99 $71.54 $54.36 $70.30 $61.38 $61.43 $54.88 $54.24 $51.23 $50.84 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 (Year 3) (Year 4) (Year 5) (Year 6) (Year 7) (Year 3) (Year 4) (Year 5) (Year 6) (Year 7) Incentives Created Incentives Paid Source: Oslo Management, PWP extrapolation Note: (1) Assumes 39% remaining Oslo ownership stake post-closing (61.4M shares) is sold ratably (20% per year) in Years 3 – 7 2Preliminary Draft – Not for Reliance; Subject to Change and Further Review Liquidity Mechanism Valuation – Summary § The analysis below compares the future “Current Equity Value” (as defined in Berlin’s proposed term sheet) of OCGH units covered by the Years 3 – 7 liquidity mechanism a) under Oslo’s and Berlin’s latest proposals, and b) assuming Oslo financials per operating model provided to Berlin – In Oslo’s latest proposal, valuation multiples are applied to management fee earnings based on the average of the trailing three fiscal years (with the exception of any sales / exchanges in Year 3, which would be based on average of trailing two years), and incentive fee earnings based on the average of the trailing two fiscal years – In Berlin’s latest proposal, valuation multiples are applied to both management fee earnings and incentive fee earnings based on the average of the trailing three fiscal years – For illustrative purposes, values under each proposal are calculated based on both incentives created and incentives paid NOMINAL IMPLIED SHARE PRICES AT ILLUSTRATIVE TRANSACTION MULTIPLES OF 12x FRE & 6x NET INCENTIVES OSLO PROPOSAL (2- / 3-YEAR AVERAGE) BERLIN PROPOSAL (3-YEAR AVERAGE) (1) Years 3 - 7 Blended Sale Price Per Share Oslo Berlin IC IP IC IP Nominal $74.86 $63.40 $73.16 $63.20 PV @ 10.7% CoE 44.33 37.65 43.26 37.54 Years 3 - 7 Total Value from Liquidity Mechanism ($M) Nominal $4,594 $3,891 $4,490 $3,878 PV @ 10.7% CoE 2,721 2,310 2,655 2,304 $94.50 $92.95 $84.50 $83.23 $73.65 $72.22 $64.66 $63.03 $78.58 $78.52 $56.99 $71.54 $54.36 $70.30 $61.38 $61.43 $54.88 $54.24 $51.23 $50.84 2021 2022 2023 2024 2025 2021 2022 2023 2024 2025 (Year 3) (Year 4) (Year 5) (Year 6) (Year 7) (Year 3) (Year 4) (Year 5) (Year 6) (Year 7) Incentives Created Incentives Paid Source: Oslo Management, PWP extrapolation Note: (1) Assumes 39% remaining Oslo ownership stake post-closing (61.4M shares) is sold ratably (20% per year) in Years 3 – 7 2
Preliminary Draft – Not for Reliance; Subject to Change and Further Review Liquidity Mechanism Valuation – Projected Financials ($ in millions) Historical Oslo Corporate Model Projections Extrapolation Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Fee Related Earnings (Pre-Tax) $317 $291 $223 $276 $342 $323 $458 $539 $609 $689 Net Incentives Created (Pre-Tax) 325 307 236 311 365 454 539 602 683 775 Net Incentives Paid (Pre-Tax) 190 332 267 338 268 243 189 288 292 295 Net Cash (88) 377 338 644 624 727 747 843 945 Corporate Investments (Incl. REIT Loans) 1,481 1,692 1,788 2,026 1,982 2,113 2,255 2,496 2,666 2,848 Fully Diluted Shares Outstanding 157.4 159.1 160.8 161.3 161.8 162.2 163.2 164.2 (1) Implied Growth Rates Fee Related Earnings (23.3%) 23.7% 24.0% (5.5%) 41.8% 17.6% 13.0% 13.0% Net Incentives Created (23.3%) 32.0% 17.5% 24.3% 18.6% 11.7% 13.5% 13.5% Net Incentives Paid (19.6%) 26.5% (20.8%) (9.3%) (22.1%) 52.6% 1.2% 1.2% Gross Cash 70.6% (3.5%) 28.3% (1.5%) 7.5% 1.3% 6.4% 6.4% Corporate Investments 5.7% 13.4% (2.2%) 6.6% 6.7% 10.7% 6.8% 6.8% Shares Outstanding 0.6% 1.1% 1.1% 0.3% 0.3% 0.3% 0.6% 0.6% Oslo Proposal (2- / 3-Year Trailing Averages) Fee Related Earnings $333 $375 $440 $536 $613 Net Incentives Created 410 497 570 643 729 Net Incentives Paid 255 216 239 290 294 Berlin Proposal (3-Year Trailing Averages) Fee Related Earnings $314 $375 $440 $536 $613 Net Incentives Created 377 453 532 608 687 Net Incentives Paid 283 233 240 256 292 Source: Oslo Management, PWP extrapolation Note: (1) Years 6 – 7 extrapolated based on average of 2018 – 2023 growth rates, except for Gross Cash (based on average of 2019 – 2023 growth rates) 3Preliminary Draft – Not for Reliance; Subject to Change and Further Review Liquidity Mechanism Valuation – Projected Financials ($ in millions) Historical Oslo Corporate Model Projections Extrapolation Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Fee Related Earnings (Pre-Tax) $317 $291 $223 $276 $342 $323 $458 $539 $609 $689 Net Incentives Created (Pre-Tax) 325 307 236 311 365 454 539 602 683 775 Net Incentives Paid (Pre-Tax) 190 332 267 338 268 243 189 288 292 295 Net Cash (88) 377 338 644 624 727 747 843 945 Corporate Investments (Incl. REIT Loans) 1,481 1,692 1,788 2,026 1,982 2,113 2,255 2,496 2,666 2,848 Fully Diluted Shares Outstanding 157.4 159.1 160.8 161.3 161.8 162.2 163.2 164.2 (1) Implied Growth Rates Fee Related Earnings (23.3%) 23.7% 24.0% (5.5%) 41.8% 17.6% 13.0% 13.0% Net Incentives Created (23.3%) 32.0% 17.5% 24.3% 18.6% 11.7% 13.5% 13.5% Net Incentives Paid (19.6%) 26.5% (20.8%) (9.3%) (22.1%) 52.6% 1.2% 1.2% Gross Cash 70.6% (3.5%) 28.3% (1.5%) 7.5% 1.3% 6.4% 6.4% Corporate Investments 5.7% 13.4% (2.2%) 6.6% 6.7% 10.7% 6.8% 6.8% Shares Outstanding 0.6% 1.1% 1.1% 0.3% 0.3% 0.3% 0.6% 0.6% Oslo Proposal (2- / 3-Year Trailing Averages) Fee Related Earnings $333 $375 $440 $536 $613 Net Incentives Created 410 497 570 643 729 Net Incentives Paid 255 216 239 290 294 Berlin Proposal (3-Year Trailing Averages) Fee Related Earnings $314 $375 $440 $536 $613 Net Incentives Created 377 453 532 608 687 Net Incentives Paid 283 233 240 256 292 Source: Oslo Management, PWP extrapolation Note: (1) Years 6 – 7 extrapolated based on average of 2018 – 2023 growth rates, except for Gross Cash (based on average of 2019 – 2023 growth rates) 3
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