EX-99.(C)(17) 17 nc10018386x1_exc17.htm EXHIBIT (C)(17)

Exhibit (c)(17)

   STRICTLY PRIVATE & CONFIDENTIAL  Discussion Materials Goldman Sachs & Co. LLCSeptember 21st, 2020  Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.  Project William 

     STRICTLY PRIVATE & CONFIDENTIAL  2  Disclaimer  These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the senior management of the Recipient (the "Company") in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department.Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. 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     STRICTLY PRIVATE & CONFIDENTIAL  3  Overview of Proposed Transaction StructureAll figures on a per share basis, unless noted differently  The Buyer Group has increased its offer, and would like to present its final proposal, as follows:$30.00 per share, with a Risk Share structureThe Risk Share structure will involve an adjustment in the purchase price if the book value per share falls by more than 10% between signing and closing (from the reference BVPS of $42.45 at 30-Aug-2020)Adjustment to be tied to only unrealized and realized gains / losses in non-IG portfolio; no adjustment for couponsBelow the 10% threshold (down to 20%), any incremental deterioration will reduce the purchase price $ for $Mutual walkaway right at 20% or more deterioration in book value per shareWe believe this is compelling offer for William’s shareholdersMaterial premium to market priceDownside risk protection within a corridor, and a guaranteed floor price of $25.76. In times of stress, William has traded down to levels of 0.3x P/BV historicallyImmediate liquidity to William’s shareholdersThe $30.00 offer price represents a significant premium for William’s shareholders68% premium to undisturbed price ($17.87, 8-Sep-2020)79% premium to price pre- Buyer Group’s initial offer ($16.74, 14-Aug-2020)156% premium to price pre- activist letter ($11.70, 14-May-2020)6% premium to 52-week / all-time high price ($28.43, 29-Oct-2019)The offer is also at a material premium to price levels that reflect market’s speculation of the potential sale discussions24% premium to current price ($24.25, 18-Sep-2020)27% premium to VWAP since leak ($23.66, 9-Sep-2020 to 18-Sep-2020)  Source: CapIQ, Bloomberg, BVPS of $42.45 based on Project William presentation from Morgan Stanley dated 20-Sep-2020 

     STRICTLY PRIVATE & CONFIDENTIAL  Illustration of Purchase Price at Different BookValue Changes  Source: William VDR documents, William BVPS of $42.45 based on Project William presentation from Morgan Stanley dated 20-Sep-20201 Based on changes in BVPS exclusively resulting from unrealized and realized gains / losses in non-investment grade portfolio value between signing book value reference date ($42.45 at 8/30/2020) and closing date, per share. Excludes coupon income.        Buyer Group retains riskPurchase price remains unchanged  All figures on a per share basis, unless noted differently      William retains risk Purchase price is reduced $ for $with incremental BVPSdeterioration1        Mutual walkaway right at BVPS deterioration1 of 20% or more      % Change in BVPS1  Implied BVPS2  Effective Purchase Price  (25.0)%  $ 31.84  NA  (22.5)%  $ 32.90  NA  (20.0)%  $ 33.96  $ 25.76  (17.5)%  $ 35.02  $ 26.82  (15.0)%  $ 36.08  $ 27.88  (12.5)%  $ 37.14  $ 28.94  (10.0)%  $ 38.20  $ 30.00  (7.5)%  $ 39.27  $ 30.00  (5.0)%  $ 40.33  $ 30.00  (2.5)%  $ 41.39  $ 30.00  0.0 %  $ 42.45  $ 30.00  2 Implied BVPS based on the signing book value reference date ($42.45 at 8/30/2020).  4  Downside