Company |
Price |
Consideration |
Source of Financing |
AB |
$7.50 per share |
Cash |
• AB stock rollover, new equity investors, increase in existing company debt. Detailed breakdown not provided |
Industry Bidder |
At least $7.50 per share |
Cash |
• Available revolver and term facility of up to $150 million
• Majority shareholder and PE firm (approx. 30% owner) willing to provide additional equity funds, if necessary |
Private Equity Bidder A |
$7.50 - $8.00 per share |
Cash |
• Equity capital from committed funds
• “Conservative and prudent amount of debt capital” |
Private Equity Bidder B |
$7.50 - $8.50 per share |
Cash |
• Equity capital from committed funds
• Third party debt financing |
Company |
Price |
Consideration |
Source of Financing |
AB |
Initial indication - $7.50 per share; subsequent increase to $8.50 |
Cash |
• Debt financing of up to $70mm (primarily existing lenders)
• Equity financing: …***… and AB stock rollover commitment |
Industry Bidder |
In excess of $7.50 per share |
Cash |
• Available revolver and term facility of up to $150 million
• Majority shareholder and PE firm (approx. 30% owner) willing to provide additional equity funds, if necessary |
***Material has been omitted pursuant to a request for confidential treatment and filed separately with the SEC. |
Alternative |
Pros/Opportunities |
Cons/Risks |
Preliminary Conclusions |
Remain Independent |
|
|
|
- Status Quo |
• Share price could increase
above offer (over time) • Avoids deal risk
|
• Low liquidity
• “Nano-cap” trap
• No clear path to eliminate discount
• Risk of de-listing
• Potential debt default |
• May be preferable if Sale of
Company price is too low • Pursue in parallel with Sale of Company |
- With Acquisitions |
• Better geographic balance
• Reinforce weaker areas
• Add new skills |
• Limited near-term impact
• Difficulty in financing
• Few attractive targets |
• Remains an option for the future, if no sale |
- With Significant Special Dividend/ Share Repurchase |
• Potentially accretive to EPS
• Return cash to all shareholders, but retain ongoing interest |
• Reduced trading/liquidity
• Increased leverage
• Limited financing sources available to Atlantic |
• Remains an option for the future, if no sale |
Strategic Merger |
• Better geographic balance
• Economies of scale
• More attractive for major customer relationships |
• Limited, if any, suitable, willing
partners • Unfavorable multiple for Atlantic vs. partner |
• No parties interested at this time
• Remains an option for the future, if no sale |
Sale of Company |
• Premium over “unaffected” share price |
• Execution risks
• Challenging economic and market conditions |
• Pursue in parallel with Remain Independent |
– Management projections
– Equity purchase price of $8.50 per share
– Pension liabilities rolled over
– Debt of $70mm (2.3x 2009E EBITDA) borrowed
at 17% |
– No taxes
– Transaction closes at 12/31/09
– Minimum cash balance of $25mm |