Exhibit 99.5
Discussion Materials
May 26, 2011
Preliminary Draft—Confidential
? $30.60 offer price
– 37% premium to closing price of $22.33 as of May 23, 2011
– 30% premium to 30 day average of $23.45
– 18% premium to 52 week closing high of $25.90
? Obtained committed financing from UBS in an amount sufficient to consummate this transaction
– Hired Evercore and UBS as financial advisors
? Carefully reviewed regulatory implications of this combination and are confident that we will receive all
required approvals
? Ability to move quickly to complete confirmatory diligence and announce a transaction
? Our board of directors fully supports the transaction and is committed to this proposal
1
Overview
Preliminary Draft—Confidential
? Very attractive premium and very compelling multiple relative to relevant data points
– Premium on top of substantial stock price run up over last 2.5 years
? 37% premium is above most recent relevant precedent
– 27% premium in Smurfit-Stone transaction
? Premium above historical precedent paper and packaging transactions
– Over the last 10 years for all cash transactions, average premium of 29%
? 9.2x 2011 EBITDA offer multiple compares very favorably to sector multiples (includes $828mm of net
debt plus timber liability of $385mm, 8.5x excluding timber liability)
– Iron at 5.5x 2011 EBITDA and average in the sector of 6.3x
– IP / WY effective precedent transaction multiple of 6.3x
– RKT / SSCC precedent transaction multiple of 4.8x – 6.1x (depending on pension treatment)
? Well in excess of the 1 year analyst price target average of $26.57 and above the highest price target of
$29.00
– 29% premium to the average price target discounted to today of $23.72
2
Compelling Value
Preliminary Draft—Confidential
Good assets / lower cost mills
Complementary converting facilities
Broad presence in North America
Substantial cost savings in a combination
Financing is committed
Low growth industry remains cyclical
Most of cost / production improvement
already underway and reflected in current
price
Recovery of building products is highly
uncertain
Timber finance facility represents an NPV
liability of ~$385mm
Positives Issues
3
Rationale
Preliminary Draft—Confidential
4
$30.60
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
5/23/2006 11/21/2006 5/23/2007 11/21/2007 5/22/2008 11/21/2008 5/22/2009 11/21/2009 5/22/2010 11/21/2010 5/23/2011
Offer price represents a substantial premium to historical trading price
Source: Factset
Note: Prices adjusted by Factset for splits, spin-offs and one-time cash dividend in Dec 2007
Price
Offer
Premium
Current $22.33 37%
52-Week High $25.90 18%
52-Week Low $15.58 96%
1 Month Avg $23.45 30%
2 Month Avg $23.17 32%
3 Month Avg $23.03 33%
2008 Low $2.13 1337%
Nickel 5-Year Stock Price Performance
Preliminary Draft—Confidential
$30.60
$34.18
$38.18
$42.65
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
$45.00
Offer Today 2012E 2013E 2014E
Notes:
(1) ROE of 11.7% calculated as cost of equity (14.0%) less dividend yield (2.3%). Assumes closing date of 12/31/11
(2) Based on 5/23/11 share price of $22.33
IRR of Future Value of Offer Price 2 30.2% 22.8% 19.6%
Nickel 5/23/11:
$22.33 per share
Implied Future Value of Offer Price ¹
5
($) / Share
Implied Future Value of Offer Price
Preliminary Draft—Confidential
6
Source: Company filings and IBES consensus
Note: WY and Nickel at Offer (corrugated only) P/E multiples not shown as segment interest and tax information not available
Note: Except where noted, Nickel multiples not impacted by ~$385 million timber finance facility
(1) Represents 2008E multiple; assumes $1.4 billion PV from transaction tax savings
4.8x
5.5x
6.1x
6.3x
6.5x
7.3x
8.5x
9.2x
4.0x
5.0x
6.0x
7.0x
8.0x
9.0x
10.0x
SSCC w/o Pension
at Acquisition
IP SSCC w/ Pension at
Acquisition
WY at Acquisition Nickel at Market PCA Nickel at Offer Nickel at Offer
(including Timber
Facility)
TEV/2011E EBITDA
(1)
EBITDA Multiples Comparison
Preliminary Draft—Confidential
7
North American containerboard supply/demand has been
tight in 2010-11, which could attract greenfield and converted
tonnage to the market. If this tonnage is greater than our
forecast, it could result in a weaker pricing environment and
lower earnings for Nickel and other containerboard
producers.
– Citi, April 2011
We rate [Nickel] shares as Neutral, but are positive about the
fundamentals of the company given [Nickel’s] leverage to
containerboard and its strong execution and potential for free
cash flow to accelerate in 2012 as capex declines post the
completion of BPT II. However, we prefer exposure to
International Paper (IP) and Domtar (UFS) – rated Buy –
where we see more compelling FCF generation and capital
allocation in 2011.
– GS, February 2011
We remain cautious on the timing of a housing recovery,
which is an important element to the relative Nickel story;
and, with valuation at a premium to peers, we think that our
expected pace of recovery is appropriately priced in.
– JPMorgan, April 2011
Analyst Summary
Source: Bloomberg, Factset
Broker Analyst Recommendation
Price
Target Date
Longbow Research Zaret Buy $29.00 4/21/2011
Goldman Sachs Skidmore Hold 28.00 4/21/2011
JPMorgan Gresh Hold 27.00 4/20/2011
The Buckingham
Research Group
Weintraub Buy 27.00 4/20/2011
Citi Pettinari Hold 26.00 4/20/2011
Credit Agricole
Securities (USA)
Connelly Sell 25.00 4/20/2011
Barclays Capital Team
Coverage
Sell 25.00 3/12/2011
Deutsche Bank Wilde Buy 28.00 3/11/2011
EVA Dimensions Ruschmeier Hold NA 4/25/2011
Average $26.57
Current Price (as of 5/23/11) 22.33
% Premium to Current 19.0%
PV of Average Estimate (12%) 23.72
% Premium to Current 6.2%
IP PCA Nickel
#Buys 11 8 3
# Holds 2 3 4
# Sells 2 0 2
Nickel Analyst Estimates and Recommendations
