EX-99.(C)(VI) 6 d323857dex99cvi.htm EX-99.(C)(VI) EX-99.(c)(vi)

Exhibit (c)(vi)

 

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CONFIDENTIAL Funding Requirements Considerations Project Orange September 2022


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CONFIDENTIAL Illustrative Equity Rollover Impact on Equity Check Required by Sponsor (1)(2) Emerald sells 20M and rolls rest, Illustrative Low, Mid and High Equity Rollover Assumptions 100% sell and $200M investment from Khaki, 50% roll from Lars, ILLUSTRATIVE EXAMPLES ONLY Stu, 100% roll from Violet (3) (3) Low Mid High Value at Percent Amount Percent Amount Percent Amount Investor Shares $25.00 Rolled Rolled Rolled Rolled Rolled Rolled Emerald 37,070 $927 0% $0 46% $427 100% $927 Khaki 26,116 $653 0% $0 31% $200 100% $653 Stu 4,638 $116 50% $58 50% $58 100% $116 Lars 836 $21 0% $0 50% $10 100% $21 Subtotal 68,660 $1,717 3% $58 40% $695 100% $1,717 Subtotal Rolled as % Total FD Equity 1% 15% 37% Violet 16,433 $411 100% $411 100% $411 100% $411 Total 85,093 $2,127 22% $469 52% $1,106 100% $2,127 Rolled as % Total FD Equity 10% 24% 46% Notes 1. In calculating the amount of value that can be rolled over by each individual investor we are only including vested RSUs for Stu and Lars 2. Market Data from CapitalIQ and Estimates from Thomson as of 9/12/22 3. Mid case: Khaki potentially selling 100% of their shares but investing $200MM from a different fund, 31% effective roll; High case: Khaki potentially selling 100% of their shares and reinvesting full value of $653 from a different fund, 100% effective roll 2


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CONFIDENTIAL Preliminary Valuation Matrix Street Case Management Case Sponsor Equity Check Size Premium / (Discount) To Fully Diluted Agg. Value AV / Revenue P / FCF AV / Revenue P / FCF Rollover Price Current 30-Day Avg. 52 Wk. High Equity Val. (AV) CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E CY2022E CY2023E Low Mid High Metric $19.41 $19.37 $27.40 $3,594 $3,279 $334 $415 $82 $105 $336 $440 $92 $107 Growth Rate / Margin 35% 25% 25% 25% 36% 31% 28% 24% $19.41 0.0% 0.2% (29.2%) $3,594 $3,279 9.8x 7.9x 43.7x 34.3x 9.8x 7.4x 38.9x 33.5x $1,821 $1,327 $536 $20.00 3.0% 3.2% (27.0%) $3,704 $3,389 10.2x 8.2x 45.1x 35.4x 10.1x 7.7x 40.1x 34.5x $1,920 $1,411 $595 $21.00 8.2% 8.4% (23.4%) $3,891 $3,575 10.7x 8.6x 47.3x 37.1x 10.7x 8.1x 42.1x 36.2x $2,088 $1,552 $694 $22.00 13.3% 13.6% (19.7%) $4,077 $3,762 11.3x 9.1x 49.6x 38.9x 11.2x 8.5x 44.1x 37.9x $2,255 $1,695 $797 $23.00 18.5% 18.7% (16.1%) $4,264 $3,948 11.8x 9.5x 51.9x 40.7x 11.8x 9.0x 46.2x 39.7x $2,423 $1,837 $897 $24.00 23.6% 23.9% (12.4%) $4,451 $4,135 12.4x 10.0x 54.2x 42.5x 12.3x 9.4x 48.2x 41.4x $2,591 $1,979 $999 $25.00 28.8% 29.0% (8.8%) $4,637 $4,322 13.0x 10.4x 56.4x 44.3x 12.9x 9.8x 50.2x 43.2x $2,758 $2,121 $1,100 $26.00 34.0% 34.2% (5.1%) $4,824 $4,508 13.5x 10.9x 58.7x 46.0x 13.4x 10.2x 52.2x 44.9x $2,926 $2,263 $1,201 $27.00 39.1% 39.4% (1.5%) $5,010 $4,695 14.1x 11.3x 61.0x 47.8x 14.0x 10.7x 54.2x 46.6x $3,094 $2,406 $1,303 $28.00 44.3% 44.5% 2.2% $5,197 $4,881 14.6x 11.8x 63.2x 49.6x 14.5x 11.1x 56.3x 48.4x $3,261 $2,547 $1,403 $29.00 49.4% 49.7% 5.8% $5,383 $5,068 15.2x 12.2x 65.5x 51.4x 15.1x 11.5x 58.3x 50.1x $3,429 $2,690 $1,506 Notes 1. Market Data from CapitalIQ and Estimates from Thomson as of 9/12/22; Net Cash balance of $315 as of 6/30/2022 2. Management case based on forecast provided by Management on 8/12/2022 3. Low Rollover assumes 0% roll from Emerald, Khaki, Lars; 100% roll from Violet; 50% roll from Stu; Mid Rollover assumes Emerald sells 20M shares and rolls rest, 100% sell and $200M investment from Khaki, 50% roll from Lars, Stu, 100% roll from Violet; High Rollover assumes 100% roll from Emerald, Lars, Violet, Stu and 100% investment from Khaki 4. In calculating the amount of value that can be rolled over by each individual investor we are only including vested RSUs for Stu and Lars 3


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CONFIDENTIAL Illustrative Sources and Uses and Pro Forma Capital Structure Mid Equity Rollover Assumed New Sponsor Equity Sensitivity Based on Rollover Equity Transaction Sources and Uses $MM Sources ($MM) ($MM) Purchase Price $21.00 $23.00 $25.00 $27.00 $29.00 Excess Cash $310 Premium to Current 8.2% 18.5% 28.8% 39.1% 49.4% Orange Shareholder Rollover $1,106—(x 0% $2,136 $2,476 $2,816 $3,157 $3,497 Debt Raise $1,200 20% $1,848 $2,160 $2,473 $2,786 $3,099 Sponsor Equity $2,121 Rollover Total Sources $4,737 30% $1,704 $2,003 $2,302 $2,601 $2,899 40% $1,552 $1,837 $2,121 $2,406 $2,690 Uses ($MM) ($MM) Violet) Shareholder 50% $1,415 $1,687 $1,958 $2,230 $2,501 Equity Purchase Price $4,637 Transaction Expenses $100 60% $1,271 $1,529 $1,787 $2,044 $2,302 Total Uses $4,737 Aggregate 100% $694 $897 $1,100 $1,303 $1,506 Emerald sells 20M and rolls rest, 100% sell and $200M investment Pro Forma Capital Structure from Khaki, 50% roll from Lars, Stu, 100% roll from Violet $MM Orange Transaction Adjustments Pro Forma Balance Sheet Adjustments Cash $360 ($310) $50 Existing Debt — -New Transaction Debt—$1,200 $1,200 Total Debt $0 $1,200 Net Debt ($360) $1,150 Credit Stats Debt / CY22 EBITDA — 24.4x Debt / CY22 ARR — 3.2x Notes 3. Assumes Orange has $360MM of cash on the balance sheet as of 12/31/2022 and has a min cash level of $50MM 1. Assumes transaction close on 12/31/2022 at $25.00 per share 4. In calculating the amount of value that can be rolled over by each individual investor we are only including vested RSUs for Stu and Lars 2. Market Data from CapitalIQ and Estimates from Thomson as of 9/12/22 5. Khaki potentially selling 100% of their shares but investing $200MM from a different fund 4


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CONFIDENTIAL Shareholder Voting Analysis Adjusted % Total Voting Class A Class B Total Basic % Total Basic Total Diluted % Total of Class B Aggregate Affiliated Voting Power Power of Shareholder Common Common Shares Shares Class A RSUs Shares Aggregate Options Voting Power Shares of Unaffiliated Unaffiliated Stock Stock Outstanding Outstanding Outstanding Voting Power Shares Shares Emerald—37.1 37.1 21% — 37.1 370.7 36% (37.1) —% Khaki—26.1 26.1 15% — 26.1 261.2 25% (26.1) —% Violet 1.9 14.6 16.4 9% — 16.4 147.5 14% (16.4) —% Goldman Sachs — 0.0 0% — — 0% — -% Kevin Mitnick 2.5 4.9 7.4 4% — 7.4 51.5 5%—51.5 24.7% Stu Sjouwerman 0.1 4.4 4.5 3%—0.2 4.6 44.0 4% (4.6) —% Krish Venkataraman 0.2—0.2 0% 1.6 0.4 2.2 16.7 2%—16.7 8.0% Lars Letonoff 0.6—0.6 0%—0.2 0.8 0.8 0% (0.8) —% Kevin Klausmeyer — 0.0 0% 0.4—0.4 4.1 0%—4.1 2.0% Gerhard Watzinger — 0.0 0% 0.7—0.7 7.0 1%—7.0 3.3% Kara Wilson — 0.0 0% 0.7—0.7 7.0 1%—7.0 3.3% Invesco Ltd. 4.9—4.9 3% — 4.9 4.9 0%—4.9 2.4% FMR LLC 4.9—4.9 3% — 4.9 4.9 0%—4.9 2.3% BlackRock Institutional Trust Company NA 4.7—4.7 3% — 4.7 4.7 0%—4.7 2.3% Eventide Asset Management, LLC 4.2—4.2 2% — 4.2 4.2 0%—4.2 2.0% The Vanguard Group 3.4—3.4 2% — 3.4 3.4 0%—3.4 1.6% Voya Financial, Inc. 5.7—5.7 3% — 5.7 5.7 1%—5.7 2.8% Principal Global Investors, LLC 2.0—2.0 1% — 2.0 2.0 0%—2.0 0.9% Whale Rock Capital Management 1.4—1.4 1% — 1.4 1.4 0%—1.4 0.7% Jennison Associates LLC 1.2—1.2 1% — 1.2 1.2 0%—1.2 0.6% Ashford Capital Management, Inc. 1.3—1.3 1% — 1.3 1.3 0%—1.3 0.6% First Trust Advisors LP 2.3—2.3 1% — 2.3 2.3 0%—2.3 1.1% Summit Partners Public Asset Management LLC 1.3—1.3 1% — 1.3 1.3 0%—1.3 0.6% ArrowMark 3.2—3.2 2% — 3.2 3.2 0%—3.2 1.5% ETF Managers Group 0.6—0.6 0% — 0.6 0.6 0%—0.6 0.3% Legacy Marlin Holdings—1.2 1.2 1% — 1.2 12.5 1%—12.5 6.0% RadWit Inc—1.2 1.2 1% — 1.2 11.9 1%—11.9 5.7% March Capital 1.0—1.0 1% — 1.0 1.0 0%—1.0 0.5% Sanabil Private Equity Investments Company—0.8 0.8 0% — 0.8 8.3 1%—8.3 4.0% Schonfeld Strategic Advisors LLC 0.3—0.3 0% — 0.3 0.3 0%—0.3 0.1% Renaissance Technologies LLC 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Trojan Investments LLC—0.2 0.2 0% — 0.2 2.5 0%—2.5 1.2% Rohan Puri 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Santhosh Purathepparambil 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Siramkumar Venkataraman 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Thomas Fiori 0.2—0.2 0% — 0.2 0.2 0%—0.2 0.1% Daniel Lorch 0.0—0.0 0% — 0.0 0.0 0%—0.0 0.0% David Rodgers 0.0 0.0 0.0 0% — 0.0 0.4 0%—0.4 0.2% Other Common Shareholders 36.7 0.1 36.9 21% 0.5 0.0 37.4 43.5 4%—43.5 20.9% Totals 85.3 90.7 176.0 100% 3.9 0.8 180.8 1,032.6 100% (85.1) 208.5 100.0% Notes: 1. The analysis as to which shareholders are affiliated with the transaction is ongoing Potentially Affiliated With Transaction 2. Shares of Class A Common Stock are entitled to one vote per share and the shares of Class B Common Stock are entitled to ten votes per share 3. Assumes all RSUs are Class A and all Options are Class B; options are settled in full (i.e. not net share settled) 4. Share counts provided by management on 9/15/2022; Options and RSUs provided by Potter on 9/14/2022 5


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CONFIDENTIAL Cap Table Sources • Individual Common Stock Balances are from 2.1.1 Cap Table—8.31.2022.xlsx downloaded from the VDR on 9/15/2022 • Option and RSU Balances are from Equity Holdings—8.31.22—share price.xlsx provided by Potter on 9/14/22 • Total common shares adjusted to reflect GS conversion of ~9.2MM Class B shares to Class A prior to donating to GS Gives 6


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CONFIDENTIAL Orange Capitalization Summary and Aggregate Value Build $MM, Except Where Noted (1)(2)(3) Current Spot Illustrative Purchase Price Current Share Price ($) $19.41 $25.00 Basic Total Shares Outstanding (#MM) 175.7 175.7 Shares Weighted Avg Diluted Shares Outstanding Diluted Shares Outstanding Dilutive Instruments (#MM) Strike Price ($) (#MM) (#MM) RSUs Outstanding 2.79 0.00 2.79 2.79 Options Outstanding 8.04 $3.25 6.69 7.00 Total 9.48 9.78 Debt Amount Amount Total Debt — Fully Diluted Shares Outstanding (#MM) 185.2 185.5 Fully Diluted Equity Value $3,594 $4,637 (+) Debt Principal —(-) Cash ($315) ($315) Fully Diluted Aggregate Value $3,279 $4,322 Notes: 1. Market data as of 9/12/2022 2. Debt balance, basic total shares outstanding, options, and RSUs as of 6/30/2022 3. Assumes $315MM Cash and 175.7MM basic shares outstanding as of 6/30/2022 per 10Q 7


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