EX-99.(C)(7) 9 d313377dex99c7.htm EXHIBIT (C)(7) Exhibit (c)(7)

Exhibit (c)(7) Discussion Materials Project Anchor September 24, 2022 PRELIMINARY AND CONFIDENTIAL DRAFT


Seaspan Valuation as Presented to Special Committee on 9.16.2022 Illustrative Discounted Cash Flow Sensitivity Analysis Based on Seaspan and APR Management Forecast as of August 2022, with Updated Seaspan and APR Sensitivities as of September 2022 (1) Scenario Implied Agg. Value Impact ($MM) (2) Input Impacted Downside Base Case Upside Implied Share Price Impact ($MM) (3) Removal of 4 Vessels Vessel Count by 12/31/2024 188 192 NA ($238) ($0.81) Cost Inflation Increase of Increase to Cost Inflation per 100 bps 0 bps NA ($1,033) (3) 100bps Annum ($3.52) (4) Turbine Utilization Rate 70% 75% NA APR 70% Utilization ($82) ($0.28) (4) APR 50% Utilization Turbine Utilization Rate 50% 75% NA ($411) ($1.40) Downside Sensitivity Upside Sensitivity Source: Management Forecast as of August 2022, Seaspan and APR Sensitivities as of September 2022 Notes: 1. Balance sheet items as of 6/30/2022; net debt includes $5,714MM total debt (excluding operating leases), $401MM cash and cash equivalents, and $803MM of preferred stock; basic share count of 282MM, 3.1MM RSU, 0.5MM PSUs, 8.0MM outstanding options and other dilutive securities as provided by Anchor management on August 19, 2022. Assumes no dilution from exchangeable notes from $13.01 to $17.85 due to hedging from associated capped call; for share prices above $17.85, assumes additional dilution from exchangeable notes due to net share settlement 2. The implied share price impacts of these 4 sensitivity cases are not additive and must be considered independently 3. For Seaspan sensitivities, APR Aggregate Value held constant at the midpoint WACC of 8.9% and midpoint exit multiple of 5.8x 4. For APR sensitivities, Seaspan Aggregate Value held constant at the midpoint WACC of 7.4% and midpoint PGR of 1.0% PROJECT ANCHOR PRELIMINARY AND CONFIDENTIAL DRAFT 2


Seaspan Valuation as Presented to Special Committee on 9.16.2022 Illustrative Discounted Equity Value Analysis | Consolidated Company 8.3x AV / EBITDA; Based on Seaspan and APR Management Forecast as of August 2022, with Updated Seaspan and APR Sensitivities as of September 2022 (1)(2)(3)(4)(5) Present Value of Future Stock Price Including Value of Dividends $ / share; (+/-) $ / share variance from Management Forecast 12/31/2022 12/31/2023 12/31/2024 (6) Management Forecast $16.90 $21.10 $18.45 Removal of 4 Vessels $17.19 / $0.29 $21.23 / $0.12 $18.61 / $0.16 Cost Inflation Increase of 100bps $16.76 / ($0.14) $20.84 / ($0.26) $18.05 / ($0.39) (Seaspan Only) APR – 70% Utilization $16.58 / ($0.31) $20.78 / ($0.32) $18.13 / ($0.32) APR – 50% Utilization $15.37 / ($1.53) $19.12 / ($1.99) $16.60 / ($1.85) Source: Management Forecast as of August 2022, Seaspan and APR Sensitivities as of September 2022; Company Filings 4. Assumes basic share count of 282MM, 3.1MM RSU, 0.5MM PSUs, 8.0MM outstanding options and other dilutive securities as Notes: provided by Anchor management on August 19, 2022. Assumes no dilution from exchangeable notes from $13.01 to $17.85 1. Represents future value using NTM multiple applied to EBITDA; includes impact of cumulative future value of dividends due to hedging from associated capped call; for share prices above $17.85, assumes additional dilution from exchangeable 2. Valuation date of June 30, 2022. Represents future value as of specified date based on NTM multiple applied to EBITDA, notes due to net share settlement discounted back to June 30, 2022 at a cost of equity of 10.5% assuming end of year convention for Equity Value and mid-year 5. The implied share price impacts of these 4 sensitivity cases are not additive and must be considered independently convention for dividends 6. Management Forecast assumes APR – 75% utilization for 2023 and forward 3. Analysis assumes Anchor continues to pay out dividends to common shareholders at payout of $0.50 per share annually PROJECT ANCHOR PRELIMINARY AND CONFIDENTIAL DRAFT 3


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