Exhibit (c)-(2)
Presentation to the Special Committee of the Board of Directors of Chindata Strictly Private and Confidential Presentation to the Special Committee of the Board of Directors of Chindata Strictly Private and Confidential
Disclaimer The following pages contain material provided to the Special Committee of the Board of Directors (the “Special Committee”) of Chindata Group Holdings Limited (the “Company”) by Citigroup Global Markets Asia Limited (“Citi”) in connection with a potential transaction involving the Company (the “Transaction”). The accompanying material, together with any oral or supplemental information provided in connection therewith (collectively, the “materials”), was compiled or prepared on a confidential basis solely for the use of the Special Committee in connection with the Transaction and not with a view toward public disclosure under any securities laws or otherwise. The materials must be held by the Special Committee in strict confidence and may not be photocopied or reproduced in any electronic, physical or other form and must not be communicated, disclosed, summarized, reproduced or distributed to any other person in whole or in part at any time except with Citi’s prior written consent. The materials are for discussion purposes only. The purpose of the materials is to provide the Special Committee with an explanation of the basis upon which Citi is issuing a financial fairness opinion letter (the “Opinion”) in relation to the Transaction. The materials are incomplete without reference to, and should be read in conjunction with and are subject to, the terms of the Opinion. The materials supersede any previous materials or presentations delivered by Citi to the Special Committee in connection with the Transaction. The information contained in the materials was obtained from the Company and other sources. Any estimates and projections contained herein have been prepared or adopted by the management of the Company, obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Neither Citi, its affiliates nor any of their respective directors, officers, employees or agents (collectively, “Citi Group”) takes responsibility for such estimates and projections, or the basis on which they were prepared nor gives any representation or warranty, express or implied, as to: (i) the achievement or reasonableness of future projections, management targets, estimates, prospects or returns contained in the materials, if any; or (ii) the accuracy or completeness of such information contained in the materials, any oral information provided in connection therewith or any data that either generates. Nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. In preparing the materials, Citi has (i) used information obtained from the Company and public sources, (ii) assumed that the financial projections and other financial data relating to the Company have been reasonably and properly prepared by the Company on bases reflecting the best currently available estimates and judgments of the future financial performance of the Company as of the date of the materials, (iii) assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management of the Company that they are not aware of any relevant information that has been omitted or that remains undisclosed to Citi, (iv) not conducted any physical inspection or independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, and (v) not been provided with any such valuation or appraisal. The materials do not constitute a financial opinion or recommendation by any member of Citi Group. Furthermore, the materials do not address the fairness of any portion or aspect of the Transaction to any party. The materials were not prepared for use by readers not as familiar with the Company as the Special Committee and, accordingly, neither the Company nor Citi nor their respective legal or financial advisors or accountants takes any responsibility for the materials if used by persons other than the Special Committee. The materials are necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing and disclosed to Citi, as of the date of the materials. Citi does not have any obligation to update or otherwise revise the materials. Nothing contained herein shall be construed as legal, tax or accounting advice. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Citi does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. The presentation is necessarily based upon information available to us, and financial, stock market and other conditions and circumstances existing, as of the date hereof, and we assume no responsibility for updating, revising or reaffirming this presentation based on circumstances, developments or events occurring after the date hereof. The materials do not constitute an offer to sell or the solicitation or an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies. 1
Table of Contents 1. Transaction Overview2 2.Financial Analysis8
1. Transaction Overview
Summary of Key Transaction Metrics Consideration US$8.60 per ADS (US$4.30 per ordinary share) Implied Premium 5.8% Premium to Current Price as of August 10, 2023 42.6% Premium to Last Trading Day Prior to Offer Equity Value: US$3,160 mm Transaction Value Firm Value: US$4,037 mm Implied TransactionFV/2022A Adj. EBITDA: 12.2x MultiplesFV/2023E Adj. EBITDA: 9.0x Source:Management forecast, FactSet data as of August 10, 2023. Note: Exchange Rate (CNY / USD) = 7.18, the 30 calendar day average FX rate as of August 10, 2023. The stock price on the Last Trading Day Prior to Offer refers to the unaffected price defined as the closing price as of June 5, 2023, the day prior to Bain’s preliminary non-binding proposal dated June 6, 2023. The Implied Transaction Multiples are calculated based on 2022A Adj. EBITDA of US$331 mm, based on Chindata’s 2022 annual report, and 2023E Adj. EBITDA of US$447 mm, based on Q1 2023 actual financials from Company filings, and Q2-Q4 2023E projections from the Company. Both 2022A and 2023E Adj. EBITDA are converted using exchange rate (CNY / USD) of 7.18, the 30 calendar day average FX rate as of August 10, 2023. Adj. EBITDA is defined as net income excluding depreciation and amortization, net 2interest expenses, income tax expenses, share-based compensation, one-off impairment cost, change in fair value of financial instruments, foreign exchange (gain) loss and non-cash operating lease cost relating to prepaid land use rights.
Transaction Summary • Chindata Group Holdings Limited (“Chindata” or the “Company”) received a preliminary non-binding proposal dated June 6, 2023 (the “Bain Initial Proposal”) from its shareholders BCPE Bridge Cayman, L.P. and BCPE Stack Holdings, L.P. (collectively, “Bain”), affiliates of Bain Capital, LP, which together own c. 42% economic interest and c. 87% voting power, to acquire all outstanding ordinary shares of the Company, including Class A ordinary shares represented by American depositary shares (“ADSs”, each representing two Class A ordinary shares) not already owned by Bain, for US$4.00 per ordinary share or US$8.00 per ADS in a going-private transaction. Bain confirmed in its proposal letter and in a separate letter dated July 12, 2023 to the Special Committee that it does not intend to sell its shares nor pursue any alternative transaction •Chindata announced on June 8, 2023 that it had formed a Special Committee which subsequently engaged Citigroup Situation Global Markets Asia Limited (“Citi”) as its independent financial advisor to assist the Special Committee in evaluating Overviewthe Bain Initial Proposal; the engagement letter with Citi was executed on June 19, 2023 and the appointment was announced in a press release on June 20, 2023 Separately, China Merchants Capital Holdings (International) Limited (“CMC”) submitted a preliminary non-binding proposal to acquire Chindata for US$4.60 per ordinary share or US$9.20 per ADS to the Special Committee by email on June 10, 2023. CMC publicly disclosed its proposal on July 10, 2023. On July 13, 2023, the Special Committee confirmed that it had received the CMC proposal and that it had also received a letter dated July 12, 2023 from Bain stating that it does not intend to sell its shares nor pursue any alternative transaction Following negotiations, Bain submitted its “best and final” proposal on August 2, 2023 with an increased offer price of US$4.30 per ordinary share or US$8.60 per ADS 3
Valuation Methodologies
Discounted Cashflow Analysis (“DCF”) • Present value of management projected free cash flows
Public Comparable Companies • Valuation based on market trading multiples of public comparable companies
(“Public Comps”)
| • |
| Valuation based on analysis of premia paid in prior take-private transactions involving Chinese |
Privatization Precedents companies which are US listed and Cayman incorporated(1)
Market Valuation • Chindata’s 52-week high and low trading prices(2) prior to Bain’s preliminary non-binding
proposal dated June 6, 2023 (for reference only)
Broker Research • Price target published by equity research analysts (for reference only)
Note: (1) Select take-private transactions involving Chinese companies which are US listed and Cayman incorporated since 2013, with deal size of over US$100 mm, in which a definitive merger agreement has been entered into.
(2) Closing price.
4
Key Transaction Metrics Valuation at Bain Offer PriceNet Debt Calculation(3) (US$ mm, unless otherwise stated)(US$ mm, unless otherwise stated) At Bain’s Offer PriceNet Debt Calculation Take-Private Offer Price (US$)8.60(–) Cash and Cash Equivalents658 Diluted ADS Outstanding (mm)(1)367.5(–) Short-term Investments14 Implied Equity Value3,160(+) Total Debt1,540 (+) Net Debt877(+) Finance Lease9 Implied Firm Value4,037Net Debt877 Implied Valuation Multiples (x) FV / 2022A Adj. EBITDA12.2x FV / 2023E Adj. EBITDA9.0x Implied Premia PricePremium (US$)(%) Bain’s Offer Price8.60- Current Price8.135.8% Last Trading Day Prior to Offer6.0342.6% Last 30-day VWAP Prior to Offer 5.7848.7% 52-WeekHigh Prior to Offer(2)9.00(4.4%) 52-WeekLow Prior to Offer(2)4.9474.1% Trading Valuation Overview (US$ mm, unless otherwise stated) At Current Price Current Price (US$)8.13 Diluted ADS Outstanding (mm)(1)367.5 Implied Equity Value2,988 (+) Net Debt877 Implied Firm Value3,864 Implied Valuation Multiples (x) FV / 2022A Adj. EBITDA11.7x FV / 2023E Adj. EBITDA8.6x Source:Management forecast, FactSet data as of August 10, 2023. Note: Exchange Rate (CNY / USD) = 7.18, the 30 calendar day average FX rate as of August 10, 2023. The stock price on the Last Trading Day Prior to Offer refers to the unaffected price defined as the closing price as of June 5, 2023, the day prior to the date of Bain’s preliminary non-binding proposal. (1) At different prices, the dilutive shares are different per the treasury stock method. FDSO (ADS) of 367.5 mm based on basic ADS outstanding of 366.6 mm and diluted ADS outstanding of 0.9 mm. 5 (2) Based on closing price. (3) As of 1Q23 based on 2022 annual report, excluding restricted cash.
Summary of Selected Transaction Terms Structure Consideration Deal Protection Certain Closing Conditions Certain Termination Rights Termination Fees Acquisition of all outstanding shares (including shares represented by ADSs) of the Company not already owned by Bain and the other rollover shareholders by BCPE Chivalry Bidco Limited (“Parent”) in a going-private transaction, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent US$4.30 for each ordinary share or US$8.60 for each ADS in cash No-shop provision, subject to ability of the Company Board or the Special Committee to make a change of recommendation for a Superior Proposal or in connection with an Intervening Event, in each case, after affording Parent the right to negotiate changes to this transaction Notable condition to the obligation of each party: Required Regulatory Approval. Any necessary consents or approvals from any Governmental Entity are to be obtained Notable conditions to obligations of Parent and Merger Sub: No Material Adverse Effect. No Material Adverse Effect shall have occurred prior to the Closing Dissenting Shareholders Threshold. Dissenting shareholders hold less than 12% of the Company shares By either Parent or the Company (unless in breach) if (i) a governmental injunction is issued; (ii) the End Date has expired; or (iii) shareholder approval was not obtained By the Company if (i) Parent or Merger Sub breaches the Merger Agreement such that certain closing conditions are not satisfied; (ii) the Board or Special Committee effects a change of recommendation for a Superior Proposal and the Company enters into a competing transaction in connection therewith; or (iii) Parent and Merger Sub fail to close when obligated By Parent if (i) the Company breaches the Merger Agreement such that certain closing conditions are not satisfied; or (ii) the Board or Special Committee effects a change of recommendation prior to obtaining shareholder approval Company Termination Fee: 1.25% of the equity value of the Company, payable by the Company, in the event of (i) termination by the Company in connection with a change of recommendation for a Superior Proposal; (ii) termination by Parent due to the Company’s breach or a change of recommendation prior to obtaining shareholder approval; or (iii) termination by the Company or Parent if the End Date has expired or if shareholder approval was not obtained, and under certain circumstances the Company enters into a competing transaction within 12 months of termination Parent Termination Fee: 2.50% of the equity value of the Company, payable by Parent, in the event of (i) termination by the Company due to Parent’s or Merger Sub’s breach; or (ii) termination by the Company if Parent and Merger Sub fail to close when obligated Source: Draft, dated August 10, 2023, of Merger Agreement. 6
Transaction Sources and Uses Sources & Uses SourcesUS$ mm% Term Loan A (1)1,35033.8% Term Loan B (2)3007.5% Existing Shareholder Rollover (3)1,99750.1% Bain1,39635.0% APG2777.0% SK2386.0% Liu Chengyan 862.2% Equity from Keppel Funds Investment Pte. Ltd. (4)912.3% Additional Equity from Bain Asia Fund V, L.P. (5)2526.3% Total Sources3,990100.0% UsesUS$ mm% Equity Consideration3,16079.2% Repayment of Existing Debt80020.0% Syndication Loan Repayment50012.5% Bond Repayment3007.5% Transaction Fee300.8% Total Uses3,990100.0% Term loan A consists of TLA commitments of c. US$679.1mm and c. US$670.9mm from Shanghai Pudong Development Bank Co., Ltd. Lujiazui Sub-branch and Industrial Bank Co., Ltd. Shanghai Branch respectively, according to executed debt commitment letter dated 28 June 2023. Term loan B consists of TLB commitments of c. US$150.9mm and c. US$149.1mm from Shanghai Pudong Development Bank Co., Ltd. Lujiazui Sub-branch and Industrial Bank Co., Ltd. Shanghai Branch respectively, according to executed debt commitment letter dated 28 June 2023. The existing shareholder rollover arrangement is governed by Support Agreements. Keppel Funds Investments Pte. Ltd. has committed funding through Equity Commitment Letter. Bain has committed additional equity from Bain Asia Fund V, L.P. through Equity Commitment Letter. 7
2. Financial Analysis
Management Forecast Summary Key Financials (US$ mm) (Fiscal Year Ending December 31) FY2023E FY2024E FY2025E FY2026E FY2027E FY2028E Revenues 849 1,182 1,409 1,605 1,784 1,889 % Growth 33.9% 39.2% 19.2% 13.9% 11.2% 5.9% Adj. EBITDA(1) 447 609 732 765 851 897 % of Revenue 52.6% 51.5% 52.0% 47.6% 47.7% 47.5% D&A 155 242 301 355 405 442 % of Revenue 18.3% 20.5% 21.4% 22.1% 22.7% 23.4% Adj. EBIT 291 367 431 410 446 455 % of Revenue 34.3% 31.1% 30.6% 25.5% 25.0% 24.1% Capital Expenditures 1,292 653 568 401 401 260 % of Revenue 152.2% 55.2% 40.3% 25.0% 22.5% 13.8% Change in NWC -- 94 55 42 43 10 % of Revenue -- 8.0% 3.9% 2.6% 2.4% 0.5% Source: Company filings, Management forecast. Note: Exchange Rate (CNY / USD) = 7.18, the 30 calendar day average FX rate as of August 10, 2023. (1) Calculations Adjusted EBITDA for 2023E is financial defined as data net are income based excluding on Q1 2023 depreciation actual financials and amortization, from Company net interest filings, expenses, and Q2-Q4 income 2023E tax projections expenses, from share-based the Company. compensation, one-off impairment cost, change in fair value of financial instruments, foreign exchange 12 (gain) loss 8 and non-cash operating lease cost relating to prepaid land use rights.
Summary of Financial Analysis Implied Per ADS Value (US$) Bain’s Offer PriceImplied EquityImplied 23E 8.60Value(1) (US$ mm)FV / Adj. EBITDACommentary •Valuation date: March 31, 2023 •DCF based on Chindata’s management forecast where terminal year is assumed to be after 2028 DCFDCF Analysis 6.478.892,379 –3,2667.3x – 9.3x•Based on WACC of 10.7 – 11.7% (mid-point of 11.2%) and perpetual growth rate within the range of 2.50 – 3.00% (mid- point of 2.75%) •Implied terminal FV / Adj. EBITDA multiple of 8.1x (mid-point) Public Comps7.409.57•Applied average of GDS (12.3x) and VNET Group (5.6x)(2) ‘s FV FV / 23E EBITDA 2,719 –3,5188.0x – 9.8x/ Adj. EBITDA multiple of 8.9x on Chindata’s 23E Adj. EBITDA Public Compsof US$447 mm, range of +/- 10% •Based on the median 30 trading day VWAP premium of 26.6% Medianof select precedent take-private transactions involving Chinese Privatization7.177.48companies which are US listed and Cayman incorporated, Premium2,635 –2,7487.9x – 8.1xapplied over Chindata’s 30 trading day VWAP of US$5.78 prior (Based on 30 trading day PrivatizationPrecedentsVWAP)to Bain’s preliminary non-binding proposal dated June 6, 2023, range of +/- 10% 52 Week Trading Closing Price4.949.001,815 –3,3076.0x – 9.4x•Used 52 week high and low trading closing prices prior to Bain’s (Low / High)preliminary non-binding proposal dated June 6, 2023 Reference Only For•Based on the minimum and maximum target price from a list of 10 brokers covering Chindata (Min: $9.70; Max: $14.60) Broker Target Price8.6012.953,161 –4,7589.0x – 12.6x•Discounting based on cost of equity of 12.8%, using one-year period Source:Management forecast, Company filings, Bloomberg, EIU, Citi WACC Guidelines, Citi estimate, YCharts 20 Year Treasury Rate. FactSet data as of August 10, 2023. Exchange Rate (CNY / USD) = 7.18, the 30 calendar day average FX rate as of August 10, 2023. Note:FDSO (ADS) of 367.5 mm based on basic ADS outstanding of 366.6 mm and diluted ADS outstanding of 0.9 mm. (1) Based on net debt of US$877 mm, including cash & cash equiv. of US$658 mm (excl. US$146 mm restricted cash), ST investments of US$14 mm, ST & LT borrowings of US$1,540 mm and finance lease liabilities of $9 mm. (2) Based on VNET Group’s market value of debt, which values traded convertible promissory notes (US$600 mm of book value) as of August 10, 2023 traded market price (73.941). 9
Discounted Cash Flow Analysis DCF ProjectionsKey Assumptions (Fiscal Year Ending December 31) (US$ mm)1Q2023A 2Q-4Q2023FY2024EFY2025EFY2026EFY2027EFY2028ETerminal•Valuation date: March 31, 2023 Revenues2016481,1821,4091,6051,7841,8891,859 % GrowthNANA 39.2%19.2%13.9%11.2%5.9%•Statutory tax rate: Applicable tax rate of 25% for firms in Adj. EBITDA113333609732765851897883PRC % Margin56.4%51.4%51.5%52.0%47.6%47.7%47.5%47.5% D&A3911624230135540544293•Firm value adjustment as of Mar 31, 2023: Cash & ST % Revenue19.5%17.9%20.5%21.4%22.1%22.7%23.4%5.0%investments: US$672 mm; total debt: US$1,549 mm Adj. EBIT74217367431410446455790 % Margin36.9%33.5%31.1%30.6%25.5%25.0%24.1%42.5%•WACC: 11.2% Tax(15)(54)(92)(108)(103)(111)(114)(197) % Tax Rate20.6%25.0%25.0%25.0%25.0%25.0%25.0%25.0% NOPAT163275323308334341592 D&A—11624230135540544293Implied Price per ADS (US$)—PGR Method % Revenue—17.9%20.5%21.4%22.1%22.7%23.4%5.0% Capital Expenditures—(1,062)(653)(568)(401)(401)(260)(93)Terminal Unlevered FCF588 % Revenue—163.9%55.2%40.3%25.0%22.5%13.8%5.0%Mid-point Perpetual Growth Rate2.75% Changes in NWC—72(94)(55)(42)(43)(10)(5)Present Value of Terminal FV3,880 % Revenues—11.1%(8.0%)(3.9%)(2.6%)(2.4%)(0.5%)(0.3%)Present Value of FCFs(220) Unlevered Free Cash Flow(711)(230)1218295513588Firm Value as of 2023-03-313,661 Less: Total debt(1,549) Present Value of Cash Flow Calculation(1) Discount Factor0.920.880.790.710.640.570.54Plus: CC&E, and ST Investments672 Present Value of Cash Flows(656)(201)1155188294Equity Value as of 2023-03-312,784 Outstanding ADSs (million)367.5(2) Implied Price per ADS (USD)$7.58 Sensitivity AnalysisImplied Terminal FV / Adj. EBITDA8.1x(3) Implied Price per ADS (US$)Implied Terminal FV / Adj. EBITDA Perpetual Growth Rate (%)Perpetual Growth Rate (%) 82.50%2.75%3.00%82.50%2.75%3.00% C10.7%$8.11$8.49$8.89C10.7%8.3x8.6x8.9x CC A11.2%$7.25$7.58$7.92A11.2%7.8x8.1x8.4x W11.7%$6.47$6.76$7.07W11.7%7.4x7.7x7.9x Source:Management forecast, Company filings, Bloomberg, EIU, Citi WACC Guidelines, Citi estimate, YCharts 20 Year Treasury Rate. FactSet data as of August 10, 2023. Note: Exchange Rate (CNY / USD) = 7.18, the 30 calendar day average FX rate as of August 10, 2023. (1) Includes cash & cash equiv. of US$658 mm (excl. US$146 mm restricted cash) and ST investments of US$14 mm. (2) ADSs to ordinary shares ratio of 2:1. FDSO (ADS) of 367.5 mm based on basic ADS outstanding of 366.6 mm and diluted ADS outstanding of 0.9 mm. 10(3) Implied multiple using terminal Adj. EBITDA.
Weighted Average Cost of Capital (1-year Daily Beta) WACC Calculation Inputs Cost of Net Debt-Related Metrics (US$ mm) WACC Calculation Inputs Capital Structure Target Capital Structure (Net Debt / Total Capital)20.0–30.0%(1)Value ofMarket ValueNet Debt / Total Current StatutoryLong Term (2)Net Debtof EquityCapital Ratio Marginal Tax RateYield Median Capital Structure of Selected Companies:70.7% VNET1,071 (4)43571.1%25.0%9.6% After-Tax Cost of Debt:6.6%GDS5,2402,22470.2%25.0%5.4% Expected Long-Term Yield:8.8%Chindata 8772,98822.7%25.0%8.8% – Current Statutory Marginal Tax Rate:25.0%(3) Average (Excl. Chindata) 3,1561,33070.7%7.5% Cost of Equity: 6.3% Equity Market Risk Premium12.0–12.5% 7.2% Equity Market Risk Premium12.9–13.6% Risk Free Rate (20-Year CMT Bond):5.2%Cost of Equity-Related Metrics Assumed Equity Market Risk Premium—low:6.3%AdjustedBeta Assumed Equity Market Risk Premium—high:7.2% Equity BetaEstimationHighDebtUnlevering Unlevered Relevered Equity Beta: 1.08–1.17(Bloomberg) Period (Yrs) Yield Issuer BetaTax RateAsset Beta – Unlevered Asset Beta:0.957VNET0.9801.0Y0.325.0%0.539 – Selected “Standard” Beta Measurement Period (Years):1GDS2.2961.0Y0.325.0%1.021 – Implied Net Debt / Equity Ratio:25.0–42.9%Chindata 1.1011.0Y0.325.0%0.957 Small Cap Risk Premium:0.0% High Yield Issuer? (Y / N)YAverage (Excl. Chindata) 1.6380.780 Weighted Average Cost of Capital:10.7–11.7% 6.3% Equity Market Risk Premium10.9–10.7% 7.2% Equity Market Risk Premium11.7–11.5% Source: Company filings, Bloomberg, EIU, Citi WACC Guidelines, Citi estimate, YCharts 20 Year Treasury Rate. FactSet data as of August 10, 2023. Note: Exchange Rate (CNY / USD) = 7.18, the 30 calendar day average FX rate as of August 10, 2023. (1) Based on Chindata’s target net debt / Adj. EBITDA of 2.0x. (2) Selected companies are highly levered and, therefore, not representative of Chindata’s target capital structure. 11 (3) Based on the statutory tax rate of China. (4) Based on VNET Group’s market value of debt, which values traded convertible promissory notes (US$600 mm of book value) as of August 10, 2023 traded market price (73.941).
Selected Comparable Companies Valuation Analysis (US$ bn, Except Multiples and Per Share Data) LocalShareEquityFirmFV / Adj. EBITDA CompanyCurrencyPriceValueValue CY2023E Chindata USD8.133.03.98.6x China Data Center Peers GDSUSD11.742.27.512.3x VNET Group(1) USD2.940.41.65.6x Mean————8.9x Median————8.9x Source:Company filings, FactSet data as of August 10, 2023. Note: Chindata multiple calculated based on management forecast. Exchange Rate (CNY / USD) = 7.18, the 30 calendar day average FX rate as of August 10, 2023. (1) Based on VNET Group’s market value of debt, which values traded convertible promissory notes (US$600 mm of book value) as of August 10, 2023 traded market price (73.941). 12
Take-private Transactions Involving Chinese Companies which are US Listed and Cayman Incorporated(1) 30 Trading Day VWAP Premium (%)(2) Source: Company filings, Dealogic, FactSet, Deal Point Data. Note: (1) Select take-private transactions involving Chinese companies which are US listed and Cayman incorporated since 2013, with deal size of over US$100 mm, in which a definitive merger agreement has been entered into. (2) Refers to the premium of the VWAP over the last 30 trading days prior to preliminary non-binding proposal 13
Offer Price Increase Analysis Select Take-private Transactions Involving Chinese Companies which are US Listed and Cayman Incorporated(1) Total Scope:Deals with Super Majority(2):Deals with Price Bump 46 Deals(1)11 out of467 out of11 Total DealsSuper Majority Deals Offer Price per ADS (US$)Offer Price % Increase% Premium Buyer GroupD-1Price BumpPrice Bump vs. Initial OfferPremium Over D-1 Price Premium(4) vs. Ann. DateTargetVoting Power %Price(3)Initial Offer1st2nd1st2ndTotalInitial OfferFinal Offer30D VWAP 2020/11/25Ruhnn Holding Ltd 87.8%3.083.403.50—2.9%—2.9%10.4%13.6%29.1% 2020/06/22Yintech Investment Holdings Ltd 91.6%5.296.807.30—7.4%—7.4%28.7%38.1%28.7% 2019/09/09Changyou.com Limited95.2%5.9210.0010.5510.805.5%8.0%8.0%68.9%82.4%70.3% 2017/02/16Zhaopin Limited 74.5%16.0018.0018.20—1.1%—1.1%12.5%13.8%14.0% 2015/05/18China Mobile Games & Entertainment78.4%20.3821.5022.00—2.3%—2.3%5.5%7.9%6.0% 2014/01/27Shanda Games 90.7%5.656.907.10—2.9%—2.9%22.1%25.7%47.3% 2013/03/11Simcere Pharmaceutical 77.6%7.969.569.66—1.0%—1.0%20.1%21.4%23.1% Average3.3%8.0%3.7%24.0%29.0%31.2% Median2.9%8.0%2.9%20.1%21.4%28.7% Chindata 6.038.008.60—7.5%—7.5%32.7%42.6%48.7% Source:Company filings, FactSet, Dealogic. Note: (1) Select completed take-private transactions involving Chinese companies which are US listed and Cayman incorporated with deal values of over US$100 million since 2013, where the buyer group’s voting power exceeds 2/3. (2) Over two-thirds of the majority of votes for approval. (3) D-1 price denoting last closing price, prior to initial non-binding proposal. 14(4) For final price.
Chindata’s Share Price and Rolling Multiple Performance Aug-22 Nov-22Feb-23May-23Aug-23 Source:Company filings, FactSet data as of August 10, 2023. Note:(1) 52-week high and low closing prices prior to Bain’s preliminary non-binding proposal dated June 6, 2023. (2) FV / NTM Adj. EBITDA is based on 12-month forward looking EBITDA from FactSet. 15
Research Analyst Target Price Summary Broker Target Prices (in US$) Rating: BUY BUY BUY BUY BUY BUY BUY BUY BUY BUY 14.60 13.10 13.00 12.00 11.90 10.73 10.50 10.00 10.00 9.70 Report Jun 1, Mar 15,Jun 5,Jul 10,Jul 19,Jul 10,Jun 2,Jun 6,Jun 1,May 31, Date:2023202320232023202320232023202320232023(1) Source:Based on Bloomberg as of August 10, 2023, and latest broker research reports. Note:(1) Issued another report on June 8, 2023, post Bain’s initial offer announcement, with target price of $8.00. 16
Comparison of Management Forecast and Broker Consensus (Fiscal Year Ending December 31, US$ mm) FY2023E FY2024EFY2025EFY2026EFY2027EFY2028E Revenue Management Projections8491,1821,4091,6051,7841,889 Broker Consensus8461,0141,249——— US$ Difference(1)3168160——— % Difference(2)0.4%16.6%12.8%——— Adj. EBITDA(3) Management Projections447609732765851897 Broker Consensus440539668——— US$ Difference(1)67164——— % Difference(2)1.5%13.1%9.6%——— Capital Expenditures Management Projections1,292653568401401260 Broker Consensus745688457——— US$ Difference(1)547(35)111——— % Difference(2)73.5%(5.1%)24.3%——— Source:Management forecast, FactSet data as of August 10, 2023. Note: Exchange Rate (CNY / USD) = 7.18, the 30 calendar day average FX rate as of August 10, 2023. Broker consensus is based on median of financial forecast from FactSet for revenue, Adj. EBITDA and capital expenditures. Computed as Management Projections minus Broker Consensus. Computed as Management Projections over Broker Consensus minus 1. (3) Adjusted EBITDA is defined as net income excluding depreciation and amortization, net interest expenses, income tax expenses, share-based compensation, one-off impairment cost, 17 change in fair value of financial instruments, foreign exchange (gain) loss and non-cash operating lease cost relating to prepaid land use rights.