EX-99.A1IX 2 ex99a1ix.htm EXHIBIT (A)(1)(IX) Exhibit (a)(1)(ix)
March 14, 2007
Presentation to the Special Committee
of the Board of  Directors of Crowley
Maritime Corporation
 
 

 
The following presentation is confidential and was prepared solely for the benefit and use of the Special Committee of the Board of Directors of Crowley Maritime Corporation (“Crowley Maritime”, “Crowley”, or the “Company”) in consideration of the proposed transaction at a meeting scheduled for March 14, 2007.  This presentation may not be used for any other purposes without our prior written consent.
In developing this presentation, we have assumed and relied, without independent verification, upon the accuracy and completeness of all information and data furnished to or otherwise reviewed by or discussed with us, including, without limitation, the financial statements and projections of Crowley Maritime and any transaction analysis, including liquidation analyses, provided to us by management and publicly available information.
This presentation is based upon market, economic, financial and other circumstances and conditions existing and disclosed to us as of the date hereof, and any material change in such circumstances and conditions would require a reevaluation of this presentation, which we are under no obligation to undertake.
This presentation is subject to all of the assumptions, qualifications and limitations set forth herein and in the form of our fairness opinion letter which has been provided to you with this presentation.  This presentation does not constitute a recommendation by JMP Securities to the Special Committee of the Board of Directors of Crowley Maritime on how to vote with respect to the proposed transaction.
 
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I.
Transaction Overview
II.
Overview of Crowley Maritime
III.
Valuation Analysis
Table of Contents
 
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I
 Transaction Overview
 
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Introduction
Transaction Overview
§
The Special Committee of the Board of Directors of Crowley Maritime Corporation (“Crowley Maritime”, “Crowley”, or the “Company”) has asked JMP Securities LLC (“JMP Securities” or “JMP”) for our opinion as to whether the Consideration to be received by the unaffiliated stockholders of Crowley Maritime with respect to the Offer is fair from a financial point of view to such holders.
§
The Special Committee of the Board of Directors has been formed to respond to a potential offer (the “Offer”) from Crowley Newco Corporation (the “Purchaser”), to purchase all the outstanding shares of Common Stock of Crowley Maritime  for $2,990 per share, in cash (“the Consideration”) upon the terms and subject to the conditions set forth in the Offer to Purchase to be delivered by the Purchaser to the stockholders of Crowley Maritime. 
If the Offer is consummated, the Purchaser intends to merge with and into Crowley Maritime (the “Merger”).
§
Additionally, the Purchaser has binding agreements with certain directors of Crowley Maritime and certain persons and entities they control and, separately, with the Crowley Maritime Corporation Retirement Stock Plan, the Crowley Maritime Corporation Stock Savings Plan and
the Crowley Maritime Corporation Employee Stock Ownership Plan (the “Plans”) requiring them to contribute all their shares of capital stock of Crowley Maritime in exchange for its capital stock at the same time the Purchaser accepts for payment the shares of Common Stock in the Offer to Purchase.
 
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Overview
 
 
 
 
 
 
 
 
 
Purchaser to purchase all outstanding shares of Common Stock of Crowley Maritime.
 
Purchaser is solely owned by Thomas B. Crowley Jr.
 
Purchaser has binding agreements with certain directors of Crowley Maritime and certain persons and entities they control and,separately, with the Plans requiring them to contribute all their shares of capital stock of Crowley Maritime in exchange for its capital stock at the same time the Purchaser accepts for payment the shares of Common Stock in the Offer to Purchase.
Offer
 
 
 
 
 
 
 
Cash consideration of $2,990.00 per share of Common Stock subject to the terms and conditions set forth in the Offer to Purchase.
 
Cash consideration of $249.16 per share of Series A Junior Convertible Preferred (plus all unpaid cumulative dividends thereon to the date of the Merger).
 §
§ Implied Company equity value of $485.1 million(2).
 
Implied Company enterprise value of $845.2 million(3).
Rationale
 
 
 
Per Draft Offer to Purchase dated March 13, 2007 and Crowley Management.
 
Purchaser is making the offer in part to settle a pending lawsuit, Franklin Balance Sheet Investment Fund v. Crowley Maritime. 
Savings related to public company costs.
Based on the fully diluted shares of Common Stock outstanding as of February 15, 2007 provided by Crowley Management.
(2)
(1)
(3)
Balance sheet statistics based on Crowley’s internal financials as of January 31, 2007.
Summary of Tender Offer (1)
Transaction Overview
 §
 §
 §
 §
 §
§
 §
 
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Conditions
 
 
 
 
 
 
 
 
 
 
 
 
 
The Delaware Chancery Court approving the settlement of Franklin Balance Sheet Investment Fund v. Crowley, dismissing the lawsuit and the time for appeal having expired; and
 
There being validly tendered and not withdrawn prior to the expiration date of the Offer a number of shares of Common Stock of Crowley Maritime that constitute:
a majority of the shares of Common Stock outstanding on the expiration date of the Offer that are beneficially owned by the unaffiliated stockholders of Crowley Maritime; and
together with the shares of Common Stock beneficially owned by the Purchaser, at least ninety-five percent (95%) of the total number of outstanding shares of Common Stock on the expiration date of the Offer (the “Minimum Condition”).
Purchaser Ownership
 
 
 
 
 
 
 
 
As of the date of the Offer to Purchase, Purchaser owned an aggregate of 58,562 or 65.2% of Common Shares.  Purchaser needs to purchase an additional 26,797 shares of Common Shares in order to satisfy the Minimum Condition.
 
As of the date of the Offer to Purchase, Purchaser owned 46,138 or 100.0% of Class N Common shares outstanding.
 
As of the date of the Offer to Purchase, Purchaser owned 314,794 or 99.9% of Series A Junior Convertible Preferred Shares outstanding.
(1)
Based on the Draft Offer to Purchase dated March 13, 2007 and Crowley Management.
Summary of Tender Offer (1)
Transaction Overview
§ 
§
§ 
 §
§ 
 
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Implied Transaction Multiples
(1)
Based on the fully diluted shares of Common Stock outstanding as of February 15, 2007 provided by Crowley Management.
(2)
Based on the Draft Offer to Purchase dated March 13, 2007.
(3)
Balance sheet statistics based on Crowley’s internal financials as of January 31, 2007.
(4)
Enterprise value defined as market capitalization plus total debt minus cash & cash equivalents.
(5)   Based on Crowley Management's "upside scenario" projections.
(6)
EBITDA, EBIT and Net Income figures are pro forma figures and exclude the effect of asset recoveries.
(7)  CapEx net of gains on sale of assets.
Transaction Overview
 
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II
Overview of Crowley Maritime
 
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Crowley Maritime provides diversified transportation services in domestic and international markets by means of four operating lines of business: Liner Services, Logistics, Marine Services and Petroleum Services. The primary services offered by these four business lines include: 
§
  Liner Services
§
  Logistics
§
  Energy Support
§
  Project Management
§
  Ocean Towing & Transportation
§
 Petroleum & Chemical Transportation
§
  Fuel Sales & Distribution
§
  Ship Assist & Escort
§
  Salvage & Emergency Response
§
  Vessel Construction & Naval Architecture
§
  Ship Management
The Company supports all four of its business segments by providing corporate services (such as purchasing, human resources, information technology, public relations and advertising), and by providing vessel construction/architecture technical Services, which involves supervising construction of new vessels and
maintaining ownership of vessels that are chartered for use in its operating lines of business.
The Company employs approximately 4,074 (1) people and provides its servicesusing a fleet of more than 280 vessels, consisting of RO/RO (roll on roll off) vessels, LO/LO (lift on lift off) vessels, tankers, tugs and barges. Crowley Maritime’s land-based facilities and equipment include terminals, warehouses, tank farms, office buildings, trucks, trailers, containers, chassis, cranes and other specialized vehicles.
Source: SEC filings, Crowley Management.
Corporate Headquarters:
555 12th Street, Suite 2130
Oakland, California 94607
Officers:
Thomas B. Crowley, Jr. - Chairman,
President, and CEO
William A. Pennella - Vice Chairman, EVP
Art Mead - SVP, General Counsel
Susan Rodgers - SVP, Administration
John Calvin - SVP & Controller
Dan Warner - SVP, Treasurer
Michael Lucero - VP, Purchasing
Richard L. Swinton - VP, Tax and Audit
(1) Based on Crowley’s 10-K for the Fiscal Year ended December 31,2006.
Company Overview
Overview of Crowley Maritime
 
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Segment Overview
Source: SEC filings, Crowley Management.
Overview of Crowley Maritime
§
Liner Services
Provides container and/or trailer shipment to and from
Puerto Rico, the Bahamas, the Caribbean and Central
America.
Revenues of $663.1 million and $639.1 in 2006 and 2005, respectively.
§
Logistics Services
Offers supply chain management and transportation management services including: freight forwarding,
ocean, inland, and air transportation, customs house
brokerage, cargo insurance and warehousing and
distribution.
Revenues of $51.7 million and $48.1 million in 2006 and 2005, respectively.
§
Marine Services
Offers ship assist and escort, ship management and salvage services.
Revenues of $223.1 million and $183.9 million in 2006 and 2005, respectively.
§
Petroleum Services
Provides chemical parcel transportation and bulk petroleum transportation throughout the North American coasts, Alaska, Hawaii, Puerto Rico and, to a lesser degree, internationally.
Revenues of $529.8 million and $319.7 million in 2006 and 2005, respectively.
 
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Historical and Projected Income Statement(1)
Note: Excludes discontinued operations and preferred stock dividends.
(1)
Actual data based on Crowley’s 10-K for the Fiscal Year ended December 31, 2006.  Projected data based on Crowley Management's "upside scenario" projections.
(2)
Net of asset recoveries.
(3)
Asset recovery adjustments to net income are net of tax effect.
Overview of Crowley Maritime
 
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Historical and Projected Balance Sheet(1)
(1) Actual data based on Crowley’s 10-K for the Fiscal Year ended December 31, 2006.  Projected data based on Crowley Management's "upside scenario" projections.
Overview of Crowley Maritime
 
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Historical and Projected Cash Flow Statement(1)
(1) Actual data based on Crowley’s 10-K for the Fiscal Year ended December 31, 2006.  Projected data based on Crowley Management's "upside scenario" projections.
Overview of Crowley Maritime
 
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Shareholder Analysis(1)
(1)
Based on the fully diluted shares of Common Stock outstanding as of February 15, 2007 provided by Crowley Management.
(2)
Certain shares of Common Stock will be exchanged for shares of Purchaser Class N Common shares.
(3)
Assumes the 315,000 shares of Series A Preferred Stock outstanding convert to Common Stock.
Overview of Crowley Maritime
 
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III
Valuation Analysis
 
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Valuation Overview
Valuation Analysis
§
JMP Securities has evaluated the consideration in the Offer based on standard valuation methodologies, including:
Comparable public company analysis;
Comparable precedent transaction analysis;
Discounted cash flow analysis; and
Premiums paid analysis.
§
For purposes of evaluating comparable public companies, JMP Securities utilized a group of maritime shipping services companies comparable to Crowley Maritime.
§
For purposes of evaluating comparable transactions, JMP Securities utilized a group of maritime shipping services transactions comparable to the proposed transaction.
§
For the purposes of completing our discounted cash flow analysis, JMP Securities relied upon the Crowley Maritime stand-alone “upside scenario” financial forecast as developed by the management of Crowley Maritime.
§
For the premiums paid analysis, JMP Securities utilized the premiums paid from a group of maritime shipping services and going private transactions comparable to the proposed transaction.
 
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(1)
Implied price per share of Common Stock, reflected under the headings “Comparable Companies Analysis” and “Precedent Transaction Analysis”, based on applying comparable company multiples and precedent transaction multiples to Crowley's "upside scenario" projections provided by Crowley Management.  Implied price per share of Common Stock, reflected under the heading “Premiums Paid Analysis” based on applying premiums paid for comparable precedent and going private transactions to Crowley’s last $1,805.00 per share as of May 17, 2006. 
Overall Enterprise Valuation - Upside Scenario Summary(1)
Offer: $2,990 per share of Common
Stock
Valuation Analysis
 
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(1)
Implied price per share of Common Stock, reflected under the headings “Comparable Companies Analysis” and “Precedent Transaction Analysis”, based on applying comparable company multiples and precedent transaction multiples to Crowley's "upside scenario" projections provided by Crowley Management.  Implied price per share of Common Stock, reflected under the heading “Premiums Paid Analysis” based on applying premiums paid for comparable precedent and going private transactions to Crowley’s last $1,805.00 per share as of May 17, 2006. 
Overall Enterprise Valuation – 20% Downside Scenario Summary(1)
Offer: $2,990 per
share of Common
Stock
Valuation Analysis
 
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(1)
(2)
Implied 2
(3)
Implied 2007 Crowley multiples based on the implied transaction value with respect to the Offer to Purchase and Crowley Management's "upside scenario" projections.
Balance sheet statistcs based on Crowley's internal financials as of January, 31 2007.
006 mutliples based on implied transaction value with respect to the Offer to Purchase and Crowley's 10-K for the Fiscal Year ended December 31, 2006.
(4)
 CapEx net of gains on sale of assets.
Implied Multiples of Selected Publicly Traded Companies – EBITDA(1,2,3)
Implied
Crowley
 Multiple 6.0x
Implied
Crowley
Multiple 4.1x
Implied
Crowley Multiple
24.6x
Valuation Analysis
 
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Implied Multiples of Selected Publicly Traded Companies – EBIT & Net Income(1,2,3)
Implied
Crowley Multiple 11.7x
Implied
Crowley Multiple 7.4x
(1)
Balance sheet statistics based on Crowley’s internal financials as of January 31, 2007.
(2)
Implied 2006 multiples based on implied transaction value with respect to the Offer to Purchase and Crowley’s 10-K for the Fiscal Year ended December 31, 2006.
(3)
Implied 2007 Crowley multiples based on the implied transaction value with respect to the Offer to Purchase and Crowley Management's "upside scenario" projections.
Implied
Crowley Multiple 15.2x
Implied
Crowley Multiple 9.7x
Valuation Analysis
 
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Analysis of Comparable Public Companies
Note: "n/m" denotes multiples greater than 100 or less than 0. 
(1) Implied 2006 multiples based on implied transaction value with respect to the Offer to Purchase and Crowley’s 10-K for the Fiscal Year ended December 31, 2006.  Implied 2007 Crowley multiples based on the implied transaction value with respect to the Offer to Purchase and Crowley Management's "upside scenario" projections.
(2)Includes all options outstanding using the treasury method.
(3)Enterprise value defined as market capitalization plus total debt minus cash & cash equivalents. Balance sheet statistics based on Crowley’s internal financials as of January 31, 2007.
(4) Estimates based on broker research.  Excludes extraordinary items.
Valuation Analysis
 
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Implied Multiples of Selected Comparable Precedent Transactions - EBITDA(1,2,3)
Implied
Crowley Multiple
6.0x
Implied
Crowley Multiple
4.1x
Implied
Crowley Multiple
24.6x
(1)
Balance sheet statistics based on Crowley’s internal financials as of January 31, 2007.
(2)
Implied last twelve months (LTM) multiples based on implied transaction value with respect to the Offer to Purchase and Crowley’s 10-K for the Fiscal Year ended December 31, 2006.
(3)
Implied next twelve months (NTM) Crowley multiple based on the implied transaction value with respect to the Offer to Purchase and Crowley Management's "upside scenario" projections.
(4)
CapEx net of gains on sale of assets.
Valuation Analysis
 
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Implied Multiples of Selected Comparable Precedent Transactions - EBIT & Net Income(1,2,3)
Implied
Crowley Multiple
11.7x
Implied
Crowley Multiple
7.4x
Implied
Crowley Multiple
9.7x
(1)
Balance sheet statistics based on Crowley’s internal financials as of January 31, 2007.
(2)
Implied last twelve months (LTM) multiples based on implied transaction value with respect to the Offer to Purchase and Crowley’s 10-K for the Fiscal Year ended December 31, 2006.
(3)
Implied next twelve months (NTM) Crowley multiple based on the implied transaction value with respect to the Offer to Purchase and Crowley Management's "upside scenario" projections.
Implied
Crowley Multiple
15.2x
Valuation Analysis
 
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Selected Comparable Precedent Transactions
Source: Company filings, Wall Street research and JMP estimates.
(1)    Deal values adjusted to assume a 100% acquisition of the target.  Footnotes disclose when transaction involved is less than 100%
        acquisition.
(2)    Teekay Shipping Corp. acquired approximately 50% of the outstanding shares of Petrojarl ASA.  Post transaction ownership was
        approximately 90%.  Figures converted using a $0.1530/1.0000 NOK exchange rate as of the announce date.
(3)
Frontline sold 3.9 million shares of General Maritime stock, or approximately 12% of outstanding shares as of transaction date, to World Wide Shipping.
(4)
Figures converted using a $1.7558/1.0000 British Pound exchange rate as of the announce date.
(5)    Navalmar acquired acquired approximately 20% of MC Shipping outstanding stock, post-transaction ownership was approximately 52%.
(6)    Wilhelmsen acquired 90% of the ownership in Unitor.  Figures converted using a $0.1544/1.0000 NOK exchange rate as of the announce date.
(8)    Sime acquired approximately 30% of the ownership in Jaya Holdings.  Price per share figures converted using a $0.5894/1.0000 Singapore
        dollar exchange rate as of the announce date.
(7)    Auckland Regional Council acquired the remaining 20% of shares outstanding that it did not own.  Figures converted using a $0.7130/1.0000
        New Zealand dollar exchange rate as of the announce date.
(9)    Price per share figures converted using a $0.1461/1.0000 NOK exchange rate as of the announce date.
(10)  Navalmar acquired approximately 50% of MC Shipping outstanding stock.
Valuation Analysis
 
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Discounted Cash Flow Valuation
Note:  Cash flows discounted using mid-year convention.
(1) Based on Crowley Management's "upside scenario" projections, net of asset recoveries.
(2) Assumes a 35.0% tax rate, per Crowley Management.
(3) Net of proceeds from asset disposition.
Valuation Analysis
 
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Weighted Average Cost of Capital
(1)  Cost of Debt:  Cost of Borrowing * (1 - tax rate).
(2)  Source: Crowley management
(3)  Based on projected long-term tax rate, per Crowley management.
(4)  Cost of Equity:  Rf + B * (Rm - Rf).
(6)  Source: Bloomberg.  Historical beta against S&P 500 over the 2 years ending 03/09/07.  Crowley beta based on comparable company betas. 
(5)  Yield on 10-year US Treasury (03/13/07).
(7)  Source: Ibbotson Associates 2006.  Stock total returns minus long-term government bond income returns.
(8)
Source: Ibbotson Associates 2006.  Expected return in excess of the capital asset pricing model (CAPM), based on all U.S. publicly traded companies with market capitalization greater than $263 million,  but less than $505 million.
(9)  WACC: [(Rf + B * (Rm - Rf) + Sp) * (E / (D + E))] + [Kd * (1 - T) * (D / (D + E))].
(10)  Based on Crowley’s internal financials as of January 31, 2007.
Valuation Analysis
 (5)  Yield on 10-year US Treasury (03/13/07).
 
27

 
Summary of Historical Trading Prices and Volume
Source: NASD Composite Feed
Valuation Analysis
 
28

 
Premiums Paid Analysis - Comparable Transactions
(1)    Offer premium calculated based on the last trading price of $1,805.00 per share as of May 17, 2006.
Valuation Analysis
 
29

 
Premiums Paid Analysis - Going Private Transactions
(1)    Offer premium calculated based on the last trading price of $1,805.00 per share as of May 17, 2006.
Valuation Analysis
 
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Sensitivity Analysis – 20% Downside Scenario(1)
(1)
20% Downside scenario cited by Crowley Management to represent most likely actual-to-budget performance based on an average historical actual-to-budget miss of >20%.
(2)
Net of effect of asset recoveries.
Valuation Analysis
 
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General Information and Limitations
The attached materials have been prepared by JMP Securities LLC (“JMP”).  The information, and the oral or video presentation that supplements it, have been developed by and are proprietary to JMP and were prepared exclusively for the benefit and exclusive confidential use of the recipient.  This material is protected under applicable copyright laws and does not carry rights of publication or disclosure.  Neither the printed presentation nor the oral or video presentation that supplements it, nor any of their contents, may be reproduced, distributed or used for any other purpose without the prior written consent of JMP.
The analyses contained herein rely upon information obtained from the recipient or from public sources, the accuracy of which cannot be assured by JMP.  Moreover, many of the projections and financial analyses herein are based on estimated financial performance prepared by or in consultation with the recipient and are intended only to suggest reasonable ranges of results.   The printed presentation is incomplete without the oral or video presentation that supplements it.  Finally, these materials and the conclusions or recommendations contained herein are not intended by JMP as an opinion regarding the fairness or adequacy of any particular transaction involving the recipient.
 
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