Lender Presentation October 2019 Disclaimer
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Lender Presentation October 2019 Disclaimer IMPORTANT: You must read the following before continuing. The materials included in the attached presentation have been prepared by Motion Midco Limited (“Bidco Parent”) and Motion Acquisition Limited (“Bidco”) in connection with the financing of the proposed acquisition of Merlin Entertainments plc (the “Target,” and together with its subsidiaries, the “Target Group”). None of these materials have been prepared by or on behalf of the Target Group, and none of the proposed financing arrangements described in the attached materials have been reviewed or recommended by, nor will bind prior to the acquisition of the Target, the Target Group. For the purposes of this disclaimer, the presentation shall mean and include the slides, the oral presentation of the slides by Bidco Parent, Bidco and/or any person on their behalf, any question-and-answer session that follows the oral presentation, hard copies of this document and any materials distributed in connection with the presentation. THIS PRESENTATION DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES. IT IS PROVIDED FOR INFORMATION PURPOSES ONLY AND UNDER NO CIRCUMSTANCES DOES IT CONSTITUTE THE BASIS FOR A PUBLIC OFFERING OR RECOMMENDATION TO INVEST IN ANY SECURITIES. THIS PRESENTATION DOES NOT CONTAIN ALL OF THE INFORMATION THAT IS MATERIAL TO AN INVESTOR. BY ATTENDING THE PRESENTATION OR BY READING THE PRESENTATION SLIDES YOU AGREE TO BE BOUND AS FOLLOWS: This presentation is intended to provide a general overview of the Target Group’s business and does not purport to deal with all aspects and details regarding the Target Group. Accordingly, none of the Target Group, Bidco Parent, Bidco nor any of their affiliates, directors, officers, employees or advisers nor Merrill Lynch International and Deutsche Bank AG, London Branch, Barclays, HSBC, Mizuho, UniCredit, SMBC Nikko Capital Markets Limited and Blackstone Advisory (the “Managers”) nor any of their respective affiliates, makes any representation or warranty, express or implied, as to, and accordingly no reliance should be placed on, the fairness, accuracy or completeness of the information contained in this presentation or of the views given or implied. None of the foregoing shall have any liability whatsoever (in negligence or otherwise) for any errors or omissions or any loss howsoever arising, directly or indirectly, from any use of this information or its contents or otherwise arising in connection therewith. This presentation is not intended to form the basis of any investment activity or any decision to purchase securities. It does not constitute or form part of, and should not be construed as or relied upon as, (i) an offer to sell or issue, or a solicitation or an offer to purchase or subscribe for, any securities or other interests in Bidco Parent, Bidco or the Target Group, (ii) any form of financial, legal, tax, accounting, actuarial or other specialist opinion, recommendation or advice, including with respect to any securities or (iii) any contract or commitment whatsoever. This presentation must be held in complete confidence and comments containing any such information or opinions may not be used or disclosed to any third party, copied or reproduced in whole or in part without the prior written consent of Bidco Parent or Bidco. The recipient shall not disclose any of the information contained in this document to any other person or use this information to deal, or to encourage any other person to deal, in the securities of Bidco Parent or Bidco or any affiliate or related entity thereof. The recipient shall ensure in writing that any person to whom it discloses any of this information complies with this paragraph and with all the terms included in this disclaimer. Misuse of some or all of the information contained in this document (and any other information which may be provided to the recipient) or of any other confidential matters relating to a possible securities offering by Bidco Parent or Bidco or any affiliate or related entity thereof may constitute behaviour amounting to market abuse and a breach of applicable laws. Any such information is given in confidence. All confidentiality obligations stated in this disclaimer will be in force indefinitely as from the date the recipient receives the present document. If this presentation has been received in error, it must be returned immediately to Bidco Parent or Bidco. 2 Disclaimer (Cont’d) Certain information contained in this presentation constitutes “forward-looking statements,” which may be identified by the use of forward-looking terminology such as “will,” “would,” “expect,” “project,” “estimate,” “intend,” “maintain,” or “continue” or the negatives thereof or other variations thereon or comparable terminology or other forms of projections. By their nature, forward-looking statements involve risks and uncertainties. You are cautioned that forward-looking statements are not guarantees of future performance and that due to various risks and uncertainties, actual events or results or the actual performance of the Target Group may differ materially from those reflected or contemplated in such forward-looking statements or projections. All forward‐looking statements, projections, objectives, estimates and forecasts contained in this presentation apply only as of the date hereof and none of Bidco Parent, Bidco, the Target Group or the Managers undertakes any obligation to update this information, whether as a result of new information, future events or otherwise, except as may be required by applicable law. The information in this presentation also includes rounded information. Due to rounding, numbers presented in the presentation may not add up precisely to the totals provided and percentages may not precisely reflect the absolute figures. You are strongly advised to seek your own independent advice in relation to any investment, financial, legal, tax accounting or regulatory issues. This presentation should not be construed as financial, legal, tax, accounting, actuarial or other advice. This presentation contains certain unaudited normalized and adjusted financial information based on management accounts, pre-consolidation and adjustments. The Target Group’s auditors have not audited, reviewed, compiled or performed any procedures with respect to such unaudited pro forma financial information for the purpose of inclusion herein and accordingly, they have not expressed an opinion or provided any form of assurance with respect thereto. In addition, certain financial data included in this presentation consists of “non‐IFRS financial measures”. These non‐IFRS financial measures may not be comparable to similarly‐titled measures as presented by other companies, nor should they be considered as an alternative to the historical financial results or other indicators of the performance based on IFRS. You are cautioned not to place undue reliance on any non-IFRS financial measures and ratios included herein. Market data and competitive position data used in this presentation not attributed to a specific source are estimates of Bidco Parent and Bidco and have not been independently verified. In addition, this presentation may contain certain information in relation to other companies operating in the same sector and industry. This information has been derived from publicly-available sources, which Bidco Parent believes to be reliable and for which Bidco Parent accepts no responsibility whatsoever and makes no representation or warranty expressed or implied for the fairness, accuracy, completeness or verification of such information. 3 Introduction . On 28 June 2019, Blackstone, KIRKBI, and CPPIB (together the “Consortium”)(1) announced a take-private offer for Merlin Entertainments plc (“Merlin”) (the “Transaction”) - The Transaction values Merlin at an Enterprise Value of £5.9bn (~11.7x LTM H1-19 Pro Forma EBITDA) - On 3 September 2019, over three quarters of independent shareholders approved the Scheme(2) - The Transaction is expected to close in Q4-2019 . Blackstone and KIRKBI have had a successful history with Merlin - Blackstone and KIRKBI previously jointly owned Merlin from 2005 through 2013 and played a crucial role in scaling the platform and eventually taking the company public in 2013 - KIRKBI remained a significant shareholder after the IPO in 2013(3) - KIRKBI is Merlin’s largest shareholder and strategic partner via exclusive LEGO® brand partnership . Merlin represents a compelling credit story underpinned by robust fundamentals and a proven track record: - Unique portfolio of strong brands and iconic assets - Leading operator of location based, family entertainment globally attracting ~67m annual visitors(4) - Highly diversified by geography, customer demographic, and attraction type - Proven track record of consistent organic growth through macro downturns and events risk - Highly experienced management team, including CEO Nick Varney, who has led Merlin since 1999 . The Transaction is financed via - ~£2.3bn equivalent(5) Senior Secured Term Loan B (“TLB”) - ~£0.6bn equivalent Senior Notes - £0.4bn senior secured RCF . Existing ~£0.3bn Merlin USD bonds to remain in place(6) . Pro forma net senior secured and total leverage of 4.7x and 5.9x respectively with equity and share contribution of £2.9bn (1) Consortium economic and voting rights comprise of KIRKBI (50%), Blackstone / CPPIB (50%). (2) Court-sanctioned scheme of arrangement