Presentation to ICSI On M&A Valuations Regional Conference 4/22/2017 10:26 PM Presentation to ICSI On M&A Valuations Regional Conference By CA. Manish Khanna Sept 19, 2015

Overview of the Presentation 4/22/2017 10:26 PM Overview of the Presentation Agenda Agenda Introduction to M&A related Valuation Dynamics of M&A Valuation Drivers of M&A and Role of an Investment Banker Valuation Methodologies and the “Football Field” IPO Valuation What Matters and is Most Important? In-depth IPO Valuation

Introduction to M&A related Valuation 4/22/2017 10:26 PM Introduction to M&A related Valuation

4/22/2017 10:26 PM Valuation Overview Introduction to Valuation Valuation is a Central Discipline in Investment Banking Nearly Every Activity in Investment Banking and Private Equity is Driven by Valuation Analyses Determining the value of the Company is generally the first step M&A ⇛ Determining the value in a transaction Equity Capital ⇛ Pricing the Initial Public Offering Leveraged Finance ⇛ Determining collateral value and/or financing capacity Securities design and pricing is an extension of the same fundamental concepts Valuation Requires the Interpretation of Information and Sound Judgment (Balance of “Science” & “Art”) Information provides a foundation of knowledge about the asset and the marketplace Interpretation of the information and correct judgment distinguishes the quality of the analysis At the Core, Valuation is About Finding the Equilibrium Between Risk and Reward Fair market value is typically defined as the price at which a willing buyer and a willing seller will transact around an asset / company when both have complete information and neither is under any compulsion to act Obviously, buyers and sellers may value assets differently based on a variety of factors, thereby creating a market 1

Valuation Overview (Cont’d) 4/22/2017 10:26 PM Valuation Overview (Cont’d) Introduction to Valuation Definition of Key Terms Firm Value (or “Enterprise Value”) The total value of an operating business regardless of its capital structure Equity Value (or “Market Value of Equity”, “Market Value” or “Market Cap”) The value of an operating business to its equity holders The value of an operating business after the satisfaction of its creditors and preferred claim holders Firm Value Net Debt Equity Value less equals Net Debt The sum of: Total indebtedness for borrowed money Preferred claims against the value of the business Less the sum of: Cash and cash equivalents Preferred Claims against the Value of the Business May include preferred stock, “out-of-the-money” convertible securities or minority interests 2

Valuation Overview (Cont’d) 4/22/2017 10:26 PM Valuation Overview (Cont’d) Introduction to Valuation Definition of Key Terms Typically involves a premium over the publicly traded equity value Ability to control the Board, management and strategy of the business Ability to integrate with other assets and capture synergies Ability to access all cash flows and create the optimal capital structure Commonly represented by publicly traded equity value Assumes adequate liquidity in the market Generally subject to existing Board, management and strategy Access to cash flow limited to dividends Typically involves a discount to the publicly traded equity value Discount reflects a lack of market history and therefore certain liquidity and valuation risk Also reflects an attempt to “entice” shareholders of similar companies to buy IPO (bargain price) Control Value @ M&A Fully Distributed Equity Value @ Trading IPO Value @ IPO 3

Dynamics of M&A Valuation 4/22/2017 10:26 PM Dynamics of M&A Valuation

Drivers of Mergers & Acquisitions 4/22/2017 10:26 PM Drivers of Mergers & Acquisitions M&A Valuation Why Deals Happen and Don’t Happen Why Deals Happen Why Deals Don’t Happen Compelling Strategic Rationale for a Transaction Diversification vs. Focus (Broaden or Narrow Business Mix) Manage Market Position and Scale (Commit to a Product / Market or Exit) Geographic Expansion vs. Retrenchment (Globalization / Cost of Entry) Vertical Integration vs. Outsourcing Defensive (What If Our Competitor / Pursuer Wins?) Compelling Financial Rationale for a Transaction Low Relative Cost or High Relative Opportunity Financing Markets (Ability to Leverage Equity Returns) Equity Market Perception / Reaction (Valuation Metrics / Business Model / Growth / Profitability) Financial Synergies (Different Value Available to Different Owners) Financial Stress (Company Selling Subsidiary to Raise Cash) Financial Sponsor Exit Other Reasons Management Ego Change in Management Insufficient Strategic or Financial Rationale Management / Board of Directors Resistance (Social Issues) Market / Shareholder Concerns (Dilution / Lack of Understanding / Credibility) Inadequate Financial Resources Available to the Buyers Anti-Trust Considerations Changes in Relative Valuation Accounting, Tax, Legal, and Environmental Issues Are Insurmountable Regulatory (Domestic or Abroad) 4

What are the Deal Mechanics and the Process? 4/22/2017 10:26 PM What are the Deal Mechanics and the Process? M&A Valuation Types of Deals and Structures Types of Deals and Processes Subsid./Private Company Transaction Structures Exclusive Sale Private Sale to a Single Buyer Limited Auction (Formal vs. Informal) Full Auction (Public vs. Private) Buy-Side Mandate Willing Target Pursuing a Sale Process Unsolicited Approach – Target Attitude Unknown (Formal vs. Informal) Friendly Negotiations “Bear Hug” – Target is Resistant (Disclosure Issues) Hostile Offer Equity Restructurings Spin-off – shares of subsidiary distributed tax-free to all parent shareholders on a pro-rata basis Split-off – shares of subsidiary distributed tax-free to self-selected parent shareholders Targeted Stock – distributed tax-free in either manner outlined above or IPO’ Leveraged Buyouts and Recapitalizations Asset Sale Transaction of specific assets and liabilities Required if operations are not held in a distinct subsidiary or set of subsidiaries Provides the buyer the ability to deduct transaction goodwill for tax purposes Stock Sale 5

Role of a financial advisor 4/22/2017 10:26 PM Role of a financial advisor M&A Valuation A financial advisor performs a broad range of functions in the M&A process Drive the Process – From “cradle to grave” Valuation Advice – Provide comprehensive financial analysis to formulate (buyside) or evaluate (sellside) a bid Diligence – Assist client in the completion of a thorough and organized diligence process Marketing – Assist client in preparing diligence materials and public / investor communications Structuring – Structure transaction to meet the needs of the parties Market Intelligence – Provide industry knowledge, a perspective on any public market activity and the ability to assess the likelihood of other potential bidders of the target Bidding Strategy – Advise the client on the best way to ensure success Financing – Arrange financing alternatives (if necessary) Negotiations – Increase negotiating flexibility and leverage by acting as a go-between with the other side Opinion – Deliver fairness opinion (if appropriate) Market Reaction – Anticipate market reaction and marketability of securities 6

What is a Football Field? 4/22/2017 10:26 PM What is a Football Field? M&A Valuation A football field summarizes the various metrics and assumptions used to determine the valuation of a company or business segment Fairness Opinion Presents the range of “fair value” for a Board of Directors’ consideration in a sale context Provides guidance to justify a bid value in a buy-side Sell-Side Summarizes proposed positioning and target valuation range based on preliminary analysis Buy-Side Demonstrates knowledge of the asset, suggests how other buyers might approach valuation and provides bid range guidance Internal Reference For example – supports loan to value analysis when examining financing alternatives Important to remember that the valuation metrics used will vary depending on both the industry and the assignment 7

Summary of Valuation Methodologies 4/22/2017 10:26 PM Summary of Valuation Methodologies M&A Valuation Multiple types of valuation analyses will be included in a valuation summary depending on industry, type of presentation, available information and numerous other factors Metric Considerations Trading Value Control Value Private Co. Metric Forward P/E, P/CF, EV/EBITDA, EV/Revenue most common – may show more than one metric  LTM P/E, P/CF, EV/EBITDA, EV/Revenue most common – may show more than one metric. Operational metrics used too, particularly in commodity-oriented businesses Make sure to apply premium to unaffected price (i.e. pre-announcement or pre-leak) Alternatively, may apply premium to trading multiples Choose appropriate target range of IRR Solve for price based on fixed leverage and range of exit multiples Option to show with and/or without synergies Use for distinct business segments or individual assets with different value parameters Used as reference point 52-week most common; also 3-months, 6-months, period since significant event High/low research price targets; check length of time forward and ensure consistent (or discount back) Trading Multiples Comparable Transactions Premiums Paid Leveraged Buyout Discounted Cash Flow Sum-of-the-Parts Stock Price Trading Ranges Equity Research Price Targets 8

Source of the Assumptions / Data 4/22/2017 10:26 PM Source of the Assumptions / Data M&A Valuation An analysis is only as good as its inputs The Projections Consideration must be given to which projections to use – can present multiple cases or one case only Fairness opinion valuations may involve a base case and a downside and should be provided by or blessed by management Buy-side valuations may involve management case and revised due diligence case If preliminary valuation, consider adding due diligence contingencies for unknown factors that may impact value The Key Assumptions Trading Comps: must have back-up for all analysis and consistently apply methodology (e.g. exclude finance subsidiaries, include / exclude underfunded pension liabilities, etc.) Transaction Comps: be sure to use publicly available data if creating a fairness opinion for a public company; and be thorough in your search – have rationale for exclusion of deals Exit multiples: justify LBO and DCF exit multiples through trading and transaction comps or cycle analysis WACC: perform a detailed WACC analysis to justify discount rates for DCF Leverage: discuss leverage assumptions to make appropriate LBO valuation Premiums: clearly define the transaction size, time period and reference point of premiums used in analysis Share count: use exercisable or outstanding options where appropriate Change in Control Costs: review proxy materials to determine if change in control costs are relevant Always keep good back-up of all data sources and assumptions 9

Determining Appropriate Valuation Ranges 4/22/2017 10:26 PM Determining Appropriate Valuation Ranges M&A Valuation Science, Art or Sanity? “Science” Market information; financial data Mechanics of valuation methodologies “Art” Valuation inputs and assumptions are based on industry knowledge, experience and common sense Senior bankers and industry coverage will opine on the appropriate ranges and assumptions Individual valuation ranges may seem reasonable, but do they make sense with respect to one another? i.e., Transaction multiples vs. trading multiples Are assumptions consistent between methodologies? i.e., DCF or LBO exit multiples vs. trading multiples or transaction multiples Is the valuation range too wide or too narrow? Go back and check the assumptions and calculations Are there any outliers in the comparable multiples? Are the earnings drivers correct? (i.e., FCFE & earnings for equity value multiples, EBITDA for enterprise value multiples) Have I used the right share count (exercisable vs. outstanding options)? Is implied perpetuity growth rate appropriate? What metric does the industry trade on? “Science” vs. “Art” Step Back and Look at the “Bigger Picture” Sanity Check 11

Preliminary Valuation – the “Football Field” 4/22/2017 10:26 PM Preliminary Valuation – the “Football Field” M&A Valuation Preliminary Review of Valuation Parameters Enterprise Value ($MM): WACC: 8.0%-10.0% Terminal EBITDA Multiple: 10.0x Target 0% 2012 Accretion MLPs: 11.0x to 13.0x 2012 EBITDA MLPs: 10.0x to 12.0x 2013 EBITDA Exit Multiple: 10.0x IRRs: 10%-15% Exit Multiple: 10.0x IRRs: 17.5%-22.5% Initial EBITDA Multiple: 14x – 16x EBITDA Multiple Range: 8x – 10x 13

Preliminary Valuation Analysis 4/22/2017 10:26 PM Preliminary Valuation Analysis M&A Valuation Purchase Price Ratio Analysis PPR Analysis 14

Discounted Cash Flow Analysis 4/22/2017 10:26 PM Discounted Cash Flow Analysis M&A Valuation DCF Analysis 15

Discounted Cash Flow Analysis (Upside Case) 4/22/2017 10:26 PM Discounted Cash Flow Analysis (Upside Case) M&A Valuation The valuation below includes all of the potential expansion projects and is discounted at a 10% rate to account for the additional risk associated with un-contracted projects DCF Analysis 16

4/22/2017 10:26 PM IPO Valuation

Comparable Company Analysis Defined 4/22/2017 10:26 PM Comparable Company Analysis Defined IPO Valuation Comparable Company Analysis Explained The equity of fundamentally similar, or “comparable” companies tends to be valued on a relatively consistent basis by the public markets Broadly speaking, if Company A competes in the same industry as Company B, using a similar business model, the equity markets are likely to value the two businesses in a relatively consistent manner The Comparable Company Analysis seeks to identify a group or “universe” of public companies which are deemed fundamentally comparable to the target and compares the “market trading multiples” of these companies to determine a range of value for the target, expressed in valuation multiples By analyzing certain key ratios and operating data for each of the comparable companies it is possible to determine how the comparable companies valued relative to their profitability, growth prospects, etc. Public markets typically place premiums to companies which portrays growth and margin profiles better than those of industry average As Comparable Company Analysis is based on an analysis of currently publicly trading companies, valuations received by the comparable universe DO NOT typically reflect: Premium a buyer must pay for control of a company in an M&A transaction; or Discount the market may place on shares which are newly introduced in an IPO 23

Comparable Company Analysis Defined (Cont’d) 4/22/2017 10:26 PM Comparable Company Analysis Defined (Cont’d) IPO Valuation Most Widely Used Valuation Tool What is it? Use of Trading Multiples Fundamental valuation tool used for deriving company value Helps in benchmarking performance and valuations across companies within a sector Valuation tool based on how comparable companies are valued by the stock market as a multiple of profit, sales or other parameters Assumes that the stock market is relatively efficient in valuing comparable companies Importance Initial Public Offering Buy-side M&A Sell-Side M&A Add-on financings Share repurchases Leveraged Buy-out 24

Enterprise and Equity Value Multiples 4/22/2017 10:26 PM Enterprise and Equity Value Multiples IPO Valuation Equity Value Multiples Enterprise Value Multiples Takes into account capital structure in decision making Denominator after interest expense Main multiples are P/E ratio Equity Market Value / Net Income Price / Book ratio Price / CFPS Focus towards quality of operation Unlevered Capital Structure Denominator before interest expense Main multiples are EV / Sales EV / EBITDA EV / EBIT or EV / EBITA EV / Capital Employed EV / Subscribers (telecom, similar ratios based on operating figures in other industries) Summarize the Results Summary Statistics Mean, Median, High Low (The Median is the most meaningful statistic because it will naturally screen outliers) Outliers should be evaluated and possibly eliminated 25

Comparison of Multiples 4/22/2017 10:26 PM Comparison of Multiples IPO Valuation Choice of the Multiple Depends on Industry, Profitability, Accounting Regimes Multiple Advantage Disadvantage EV / Sales Meaningful for loss-making companies Very limited impact of accounting differences Does not take differences in profitability into account EV / EBITDA No distortions based on different depreciation policies Does not take differences in capital expenditures into account EV / EBIT Valuation based on quality of operation Possible distortions based on different accounting policies EV / Capital Employed Based on invested capital, which determines potential earnings power Distortions through accounting differences P/E Ratio Focuses on earnings to shareholders Accounting differences may distort true measures of earnings Price / CFPS “Cash is king” Price / Book Based on equity, which determines earnings power 26

Understanding Key Drivers of “Multiples” 4/22/2017 10:26 PM Understanding Key Drivers of “Multiples” IPO Valuation Why Do Comparable Companies Differ in Valuation? Industry and Sector Outlook Competitive Position Research Views Historical Performance  One of Key Indicators of Future Performance Revenue Growth Operating Margins Qualitative Factors  Impact Market’s Belief of the Company’s Future Performance Management Quality and Track Record Corporate and Operating Strategy Ownership Profile Cash Flow Net Income Regulatory Issues Environmental Issues Legal Issues Valuation ultimately assesses the present value of the potential future financial rewards Current trading valuations or “multiples” of a Company are a reflection of public market’s belief in the future financial rewards by owning the securities of the Company 27

What Else Matters in an IPO? 4/22/2017 10:26 PM What Else Matters in an IPO? IPO Valuation Many Factors are Evaluated at Time of IPO Peer Group: Clear peer group with sizeable number of companies Only need one; none allows Company / Banks to define the “valuation / story” Liquidity: % of float vs. other comparable companies Need adequate IPO size to attract institutional investors Growth: What are organic and acquisitive growth prospects of the Company? How do those projects / returns compare vs. peers and how achievable / financeable are they? Stability vs. Volatility: Is Company’s business volatile, risky, stable, cyclical? Ability to dampen volatility or smooth out earnings? Capital structure and risk policies Stage of Company: What stage is the Company experiencing in its life cycle? Developing, nascent, growth, mature? Capital structure and cash flow generation / reinvestment Capital Structure: Credit ratings and leverage vs. peers and appropriate levels for Company / industry Market Conditions at time of IPO Management, Board composition and PE backing Banking relationships and research coverage Credit support and capital markets access in the future 28

Relative Benchmarking 4/22/2017 10:26 PM Relative Benchmarking IPO Valuation Enterprise Value ($ in millions) 2010A Reserves (million tons) Reserves / 2011E Prod. 38.6 yrs 27.8 yrs 25.8 yrs 10.0 yrs 29.8 yrs EBITDA CAGR: 2011E – 2013E 2010A EBITDA / ton ___________________________ Note: Peer group data as per company filing and Wall Street equity research. Market data as of 3/23/2011. Note: Company B data per Company’s projections. 31

Relative Benchmarking: Balance Sheet Strength 4/22/2017 10:26 PM Relative Benchmarking: Balance Sheet Strength IPO Valuation 2011E EBITDA 2011E Cash Flow from Operations Total Liquidity (1) Total Debt/Net Debt/LTM EBITDA Ba1 (Stable) BB+ (Stable) Ba2 (Watch) BB (Watch) Ba2 (Watch) BB (Watch) Ba3 (Stable) BB- (Stable) Ba3 (Stable) BB- (Stable) BB- (Watch) B1 (Stable) B1 (Pos) BB- (Pos) B2 (Stable) B+ (Watch) Caa1 (Stable) B+ (Stable) Caa2 (Stable) B- (Stable) BB- (Watch) B1 (Stable) B2 (Stable) B+ (Watch) BB- (Pos) B1 (Pos) Caa2 (Stable) B- (Stable) Ba3 (Stable) BB- (Stable) Ba3 (Stable) BB- (Stable) Ba2 (Watch) BB (Watch) Caa1 (Stable) B+ (Stable) Ba1 (Stable) BB+ (Stable) Ba2 (Watch) BB (Watch) Total Debt Median 2.2x Net Debt Median 1.9x ___________________________ Source: Company information and IBES Estimates. Note: All companies per 12/31/2010 filings. Total liquidity is calculated cash & cash equivalents as of latest balance sheet data plus remaining balance on companies’ revolving credit facility, including LOCs. 32

Current Trading Multiples 4/22/2017 10:26 PM Current Trading Multiples IPO Valuation EV / 2011E EBITDA EV / 2012E EBITDA EV / 2013E EBITDA Primary Comp Secondary Comps Others ___________________________ Note: IBES consensus estimates as of 3/23/2011. 33