Sources & uses and combined capitalization Sources Amount
($mm) Uses Amount ($mm) SCI cash $104 Merger purchase price
$1,166 Stewart cash 150 Refinance Stewart Convertible Notes2
132 New Term Loan A1 550 Other Needs Expenses fees3 133
Sources & uses A Funding Needs, Expenses, and Estimated fees
Revolving Credit Facility1 202 Roll-over of Stewart Senior
Notes4 200 New Senior Notes 425 Roll-over of Stewart Senior
Notes4 200 Total $1,631 Total $1,631 1 SCI has received a
commitment from affiliates of the initial purchasers for up
to $1.1 billion of unsecured term and revolving credit
facilities, including $600 million of Term Loan A on terms
substantially similar A, to those of its existing revolving
credit facility, including with respect to guarantees by its
subsidiaries 2 Includes estimated amounts payable following
the closing of the Acquisition to holders of Stewart's
existing 3.125% Senior Convertible Notes due 2014 and 3.375%
Senior Convertible Notes due 2016, assuming all such notes
are converted into the merger consideration or otherwise
tendered in connection with the Merger 3 Includes funding
obligations related to Supplemental Executive Retirement
Plan and other compensation related amounts. Also includes
breakage costs associated with the Stewart's convertible
notes and M&A, legal and financing fees. Excludes cash
collateralization of $20 million of Stewart's Florida surety
bond and $6.25 million restricted cash at Stewart 4Reflects
receipt by Stewart of the Required Consents to the Proposed
Waiver and Amendment and the execution of the Amendment and
Waiver Supplemental Indenture Combined capitalization as of
March 31 20131 ($mm) March 2013 xEBITDA2 Combined March 2013
xCombined EBITDA2 $500mm Revolver 87 289 New Term Loan A -
550 Senior guaranteed debt $87 0.13x $839 1.02x New Senior
Notes - 425 Existing 1,679 1,679 31, SCI Senior Notes Rolled
Stewart Senior Notes3 - 200 Senior unguaranteed debt $1,679
2.60x $2,304 2.81x Other debt 185 185 Total debt $1,951
3.03x $3,328 4.06x Market capitalization (6/14/13) 3,770
5.85x 3,770 4.60x Total capitalization $5,721 8.87x $7,098
8.66x 1 As adjusted figures assume repayment in full of
Stewart's 3.125% senior convertible notes due 2014 and
3.375% senior convertible notes due 2016, which we expect to
remain outstanding for a limited period following the
closing of the Acquisition 2 Based on 3/31/13 EBITDA of
$645mm and combined company 3/31/13 EBITDA of $820mm
(includes $116mm of 1/31/13 Stewart EBITDA and $60mm of run
rate synergies) 3 Continue to be guaranteed by Stewart
subsidiaries, but do not benefit from a SCI subsidiaries'
guarantee These materials are not to be printed, downloaded
or distributed. These materials are only available to QIBs
and non-US persons. 8
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