EX-99.(C)(3) 4 d762369dex99c3.htm EX-99.(C)(3) EX-99.(c)(3)

Exhibit (c)(3)

 

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Project Turtle Follow-Up Supporting Materials October 27, 2023


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Notice to Recipient Confidential “Bank of America” and “BofA Securities” are the marketing names used by the Global Banking and Global Markets divisions of Bank of America Corporation. Lending, other commercial banking activities, and trading in certain financial instruments are performed globally by banking affiliates of Bank of America Corporation, including Bank of America, N.A., Member FDIC. Trading in securities and financial instruments, and strategic advisory, and other investment banking activities, are performed globally by investment banking affiliates of Bank of America Corporation (“Investment Banking Affiliates”), including, in the United States, BofA Securities, Inc. and Merrill Lynch Professional Clearing Corp., both of which are registered broker-dealers and Members of SIPC, and, in other jurisdictions, by locally registered entities. 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Preliminary Materials Subject to Change Follow-Up Supporting Materials


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Preliminary Materials Subject to Change Turtle Standalone Cost of Capital


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Preliminary Materials Subject to Change Turtle Preliminary Weighted Average Cost of Capital Analysis 5-Year Beta – Company Beta Range Cost of Equity Low High Source Risk Free Rate 5.3% Twenty year U.S. Government bond yield as of October 19, 2023 Represents Company’s historical Bloomberg adjusted betas, unlevered at the Company’s 5-year average capital structure and not relevered given the Company’s net cash position. Unlevered Beta 1.11 Bloomberg betas based on regression of five years of weekly performance as compared to the broad S&P 500 Equity risk premium relative to twenty year U.S. Government bond yield per BofA Securities Equity Risk Premium 5.0% 7.0% estimates, based upon analysis of long-term historical data of the broad S&P 500 Cost of Equity 10.8% 13.1% Cost of Debt Pre-tax Cost of Debt n/a Illustrative cost of debt (1) Marginal Tax Rate 20.0% Company tax rate per Turtle Management After-tax Cost of Debt 0.0% (1) Net Debt / Net Capital — Company is fully equity financed Weighted Average Cost of Capital 10.8% 13.1% _______________________ 1 Source: Turtle Filings, FactSet, Bloomberg as of October 19, 2023. Note: Calculated based on Turtle’s five-year beta compared to the broad S&P 500 as measured by the SPX index. (1) The Company does not have any debt and is in a net-cash position.


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Preliminary Materials Subject to Change Turtle Preliminary Weighted Average Cost of Capital Analysis For Reference Only: 5-Year Beta – Peer Median Beta Range Cost of Equity Low High Source Risk Free Rate 5.3% Twenty year U.S. Government bond yield as of October 19, 2023 Represents median of comparable group’s unlevered betas. Respective peer’s historical Bloomberg adjusted betas are unlevered at the respective peer’s 5-year average capital Unlevered Beta 0.78 structure. Given net cash capital structure of Turtle, median of peers’ Unlevered Beta was not relevered. Bloomberg betas based on regression of five years of weekly performance as compared to the broad S&P 500 Equity risk premium relative to twenty year U.S. Government bond yield per BofA Securities Equity Risk Premium 5.0% 7.0% estimates, based upon analysis of long-term historical data of the broad S&P 500 Cost of Equity 9.2% 10.7% Cost of Debt (1) Pre-tax Cost of Debt n/a Illustrative cost of debt Marginal Tax Rate 20.0% Company tax rate per Turtle Management After-tax Cost of Debt 0.0% (1) Net Debt / Net Capital — Company is fully equity financed Weighted Average Cost of Capital 9.2% 10.7% _______________________ 2 Source: Turtle Filings, FactSet, Bloomberg as of October 19, 2023. Note: Calculated based on Turtle peers’ median five-year beta compared to the broad S&P 500 as measured by the SPX index. (1) The Company does not have any debt and is in a net-cash position.


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Preliminary Materials Subject to Change Turtle Preliminary Weighted Average Cost of Capital Analysis Selected Publicly Traded Companies for Turtle (5-Year Beta) Current 5-Yr. Avg. Values Net Debt / Net Debt / Beta R Squared of Company Equity Enterprise Net Cap Net Cap Levered (1) Unlevered Lev. Beta Data Points (2) Hikma Pharmaceuticals $5,375 $6,487 17.1% 10.5% 0.72 0.67 0.14 260 Aurobindo Pharma 6,215 6,015 (3.3%) 3.5% 0.89 0.87 0.18 260 Amphastar Pharmaceuticals 2,435 2,781 12.4% 1.7% 0.82 0.80 0.15 260 Glenmark Pharmaceuticals 2,699 3,083 12.5% 19.6% 0.73 0.63 0.10 260 Ani Pharmaceuticals 1,280 1,439 11.0% 21.9% 0.94 0.78 0.13 260 Overall Median $2,699 $3,083 12.4% 10.5% 0.82 0.78 0.14 260 Turtle $1,243 $88 (1311.4%) (119.3%) 0.63 1.11 0.09 260 Memo: Excluded due to Low R Squared of Levered Beta (< 0.10) Aspen Pharmacare 3,886 4,850 19.9% 32.3% 0.74 0.55 0.06 260 Amneal Pharmaceuticals 1,145 3,629 68.5% 83.0% 0.98 0.20 0.09 260 _______________________ Source: Turtle Filings, FactSet, Bloomberg as of October 19, 2023. 3 Note: US Dollars in millions. (1) Represents historical Bloomberg adjusted levered beta. Bloomberg betas based on five years of weekly performance as compared to the broad S&P 500 as measured by the SPX index. (2) R-squared is a statistical measure of how close the data points are to the fitted regression line.


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Preliminary Materials Subject to Change Sun Pharma Standalone Cost of Capital


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Preliminary Preliminary FORC Materials Materials Subject Subject to Change to Change Sun Pharma Preliminary Weighted Average Cost of Capital Analysis 5-Year Beta – Company Beta Range Cost of Equity Low High Source Risk Free Rate 5.3% Twenty year U.S. Government bond yield as of October 19, 2023 Represents Company’s historical Bloomberg adjusted betas, unlevered at the Company’s 5-year average capital structure and not relevered given the Company’s net cash position. Bloomberg Unlevered Beta 0.73 betas based on regression of five years of weekly performance as compared to the broad MSCI World Index Equity risk premium relative to twenty year U.S. Government bond yield per BofA Securities Equity Risk Premium 5.0% 7.0% estimates, based upon analysis of long-term historical data of the broad MSCI World Index Country Risk Premium 0.71% Country Risk Premium reflects CDS spread between 12-month average 10-year India and U.S. CDS Cost of Equity 9.6% 11.1% Foreign Currency Adjustment (India vs U.S.) 102.0% Long-term inflation differential between India CPI (4.00%) and U.S. CPI (2.00%) Cost of Equity (India Nominal) 11.8% 13.3% Cost of Debt Pre-tax Cost of Debt n/a Illustrative cost of debt (1) Marginal Tax Rate 30.0% Company tax rate After-tax Cost of Debt 0.0% (1) Net Debt / Net Capital — Company is fully equity financed Weighted Average Cost of Capital 11.8% 13.3% _______________________ 4 Source: Sun Filings, FactSet, Bloomberg as of October 19, 2023. Note: Calculated based on Sun’s five-year beta compared to the broad MSCI World Index as measured by the MXWO index. (1) The Company has a net cash position.


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Preliminary Preliminary FORC Materials Materials Subject Subject to Change to Change Sun Pharma Preliminary Weighted Average Cost of Capital Analysis For Reference Only: 5-Year Beta – Peer Median Beta Range Cost of Equity Low High Source Risk Free Rate 5.3% Twenty year U.S. Government bond yield as of October 19, 2023 Represents median of comparable group’s unlevered betas. Respective peer’s historical Bloomberg adjusted betas are unlevered at the respective peer’s 5-year average capital structure. Unlevered Beta 0.68 Given net cash capital structure of Sun, median of peers’ Unlevered Beta was not relevered. Bloomberg betas based on regression of five years of weekly performance as compared to the broad MSCI World Index Equity risk premium relative to twenty year U.S. Government bond yield per BofA Securities Equity Risk Premium 5.0% 7.0% estimates, based upon analysis of long-term historical data of the broad MSCI World Index Country Risk Premium 0.71% Country Risk Premium reflects CDS spread between 12-month average 10-year India and U.S. CDS Cost of Equity 9.4% 10.7% Foreign Currency Adjustment (India vs U.S.) 102.0% Long-term inflation differential between India CPI (4.00%) and U.S. CPI (2.00%) Cost of Equity (India Nominal) 11.5% 12.9% Cost of Debt Pre-tax Cost of Debt n/a Illustrative cost of debt (1) Marginal Tax Rate 30.0% Company tax rate After-tax Cost of Debt 0.0% Net Debt / Net Capital — Company is fully equity financed (1) Weighted Average Cost of Capital 9.4% 10.7% _______________________ 5 Source: Sun Filings, FactSet, Bloomberg as of October 19, 2023. Note: Calculated based on Sun’s five-year beta compared to the broad MSCI World Index as measured by the MXWO index. (1) The Company has a net cash position.


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Preliminary Preliminary FORC Materials Materials Subject Subject to Change to Change Sun Pharma Preliminary Weighted Average Cost of Capital Analysis Selected Publicly Traded Companies for Sun Pharma (5-Year Beta) Current 5-Yr. Avg. Values Net Debt / Net Debt / Beta R Squared of Company Equity Enterprise Net Cap Net Cap Levered (1) Unlevered Lev. Beta Data Points (2) Viatris $11,518 $29,410 60.8% 56.6% 1.02 0.51 0.24 260 Teva Pharmaceuticals 9,408 27,573 65.9% 68.0% 1.21 0.46 0.23 260 Cipla 11,870 11,215 (5.8%) (0.4%) 0.71 0.72 0.15 260 Dr. Reddy’s Laboratories 11,269 10,669 (5.6%) (0.2%) 0.67 0.68 0.13 260 Aurobindo Pharma 6,215 6,015 (3.3%) 2.7% 0.93 0.91 0.19 260 Overall Median $11,269 $11,215 (3.3%) 2.7% 0.93 0.68 0.19 260 Sun Pharma $32,866 $31,470 (4.4%) (5.2%) 0.70 0.73 0.13 260 Memo: Excluded due to Low R Squared of Levered Beta (< 0.10) Zydus Lifesciences 7,165 7,862 8.9% 11.8% 0.65 0.60 0.09 260 Lupin 6,588 6,893 4.4% 6.9% 0.64 0.61 0.08 260 _______________________ Source: Sun Filings, FactSet, Bloomberg as of October 19, 2023. 6 Note: US Dollars in millions. (1) Represents historical Bloomberg adjusted levered beta. Bloomberg betas based on five years of weekly performance as compared to the broad MSCI World Index as measured by the MXWO Index. (2) R-squared is a statistical measure of how close the data points are to the fitted regression line.