Exhibit 99(c)(2)
Project North
CONFIDENTIAL
PRESENTATION TO THE SPECIAL COMMITTEE
July 21, 2006
THESE MATERIALS MAY NOT BE USED OR RELIED UPON FOR ANY PURPOSE OTHER THAN AS SPECIFICALLY CONTEMPLATED BY A
WRITTEN AGREEMENT WITH CREDIT SUISSE.
1
Overview of the Current Situation
CONFIDENTIAL
On May 15, 2006, North’s Board received a proposal from Michael Barrist, Chairman, President
and Chief Executive Officer of North, proposing to acquire all of the outstanding shares of North
common
stock for $27.50 per share in cash
The proposal indicated Michael Barrist’s intention to partner with One Equity Partners
The proposal also included a commitment letter from a reputable financial institution for $865
million of debt financing
On May 16, 2006, North announced it had formed a Special Committee and engaged Credit
Suisse as financial advisor to the Special Committee
The Special Committee disclosed receipt of the proposal in a press release and authorized Credit
Suisse to solicit indications of interest from other third parties
50 strategic and financial parties were contacted to solicit alternative proposals
A total of 22 parties executed non-disclosure agreements, were provided a confidential
information memorandum and were invited to submit a non-binding preliminary indication of
interest by June 8, 2006
No contacted parties submitted an indication of interest by June 8
To date, no contacted parties have indicated an interest in moving forward
2
Summary of Proposed Terms
TERM
SUMMARY DESCRIPTION
Consideration
Financing
Certain Conditions to
Closing
No Solicitation
Note: This summary is based on a draft of the Merger Agreement dated July 18, 2006, and is intended only as an overview of selected terms and is not intended to cover all terms or details,
some of
which may be important.
CONFIDENTIAL
$27.50 per North share in cash
Fully committed
North shareholder approval
Regulatory and governmental approvals (including antitrust)
Accuracy of representations and warranties; material compliance with covenants
Receipt of all written consents required under certain identified contracts of North and consents to
contracts and licenses the absence of which would cause a North Material Adverse Effect (“MAE”)
No MAE. MA E excludes (A) announcement of the transaction, (B) changes in the national or world
economy generally or financial or securities markets generally or North’s industry generally (which do not
disproportionately impact North relative to similarly situated companies), (C) changes in law (which do
not disproportionately impact North relative to similarly situated companies), (D) change in GAAP, (E)
failure of North to meet published estimates
of revenues or earnings (but not the underlying reasons
therefor), ( F) outbreak or escalation of war or terrorism, (G) decline in the price or change in trading
volume of North stock (but not the underlying reasons therefor) and (H) any matter that
is disclosed in the
disclosure schedules that does not worsen in a materially adverse manner
Buyer has obtained bank financing on the terms contemplated by its Commitment Letter or has obtained
alternative financing (Buyer must use reasonable best efforts to obtain alternative financing if the bank
financing is not available, subject to certain limitations)
North, its officers, directors, employees, investment bankers, attorneys and other agents may not (A)
initiate, solicit or knowingly encourage any inquiries, proposals or offers to make an acquisition proposal
for North or engage in discussions or negotiations with respect thereto or (B) accept an alternative
acquisition proposal (except a Superior Proposal)
Summary of Proposed Terms (cont’d)
TERM
SUMMARY DESCRIPTION
Superior Proposals
Defined as a written proposal to acquire 50% or more of North’s net revenue, net income, assets or
common stock, which the Board of Directors determines (A) would, if consummated, result in a
transaction that is more favorable to North and (B) is capable of being, and is reasonably likely to
be, completed
Termination Rights
Merger Agreement can be terminated by either party either before or after receipt of shareholder
approval:
–
By mutual written consent
–
If necessary governmental approval is not obtained or consummation of the merger is illegal or prohibited
–
If the Merger has not been consummated by the later of (i) six months from signing or (ii) earlier of (A) eight
months from signing and (B) 30 days following receipt of all regulatory approvals (the outside date)
–
For breach of representations, warranties or covenants causing the failure of the applicable closing
condition (following 30 day cure period)
–
By Buyer if North’s Board (i) changes its recommendation for the transaction, (ii) fails to recommend the
transaction to shareholders, (iii) fails to recommend against an alternative tender or exchange offer, (iv)
fails to call its shareholder meeting to vote on the transaction
–
By North, at any time prior to obtaining shareholder approval, upon the Board (acting through the Special
Committee) resolving to enter into an alternative proposal, provided that (i) the Board has determined in
good faith (after consultation with its independent financial advisors and outside counsel) that such
proposal constitutes a Superior Proposal, (ii) the Company has fully negotiated the final terms of such
proposal, (iii) the Company immediately notifies Buyer and provides Buyer in writing the identity of the
person making, and the final terms and conditions of, such proposal; (iv) such termination will not be
effective until the end of the fifth business day after Buyer’s receipt of such notice
–
By North or Buyer if the North shareholder approval is not obtained at the shareholder meeting
CONFIDENTIAL
by law
Note: This summary is based on a draft of the Merger Agreement dated July 18, 2006, and is intended only as an overview of selected terms and is
not intended to cover all terms or details, some of
which may be important.
3
TERM
SUMMARY DESCRIPTION
Termination Fee
North reimburses Buyer’s fees and expenses (up to $5 million) if shareholders do not approve the merger at the
shareholder meeting
North pays Buyer a termination fee of $35 million if:
–
Buyer terminates because of North’s breach of representation, warranty, covenant or obligation under the merger
agreement and (i) at the time of such breach an alternative proposal remains outstanding and (ii) the Company
consummates a transaction with respect to such alternative proposal within 12 months of the date of such termination
–
Buyer terminates because North’s Board (i) changes its recommendation for the transaction, (ii) fails to recommend the
transaction to shareholders, (iii) fails to recommend against an alternative tender or exchange offer, (iv) fails to call its
shareholder meeting to vote on the transaction
–
North terminates to accept a Superior Proposal
–
Buyer or North terminate as a result of the lapse of the outside date and not withdrawn, if (i) an acquisition proposal is
communicated to the Board or Special Committee or publicly announced prior to the outside date and not withdrawn and
(ii) within 12 months after such termination a definitive agreement is entered into or such acquisition is consummated
–
Buyer or North terminate as a result of failure to obtain shareholder approval, if (i) an acquisition proposal is communicated
to the Board or Special Committee or publicly announced prior to the shareholder meeting date and not withdrawn and (ii)
within 12 months after such termination, a definitive agreement is entered into or such acquisition is consummated
Buyer pays a termination fee of $35 million (guaranteed by One Equity) if:
–
North terminates due to Buyer’s breach of its obligations to effect closing
–
North or Buyer terminates due to the lapse of the outside date and (i) either North shareholder approval and regulatory
approval have been obtained or the shareholder approval and regulatory approval were not obtained as a result of Buyer’s
failure to fulfill any of its obligations under the agreement, (ii) Buyer closing conditions have been satisfied and (iii) Buyer is
in breach of its obligations to close
Summary of Proposed Terms (cont’d)
CONFIDENTIAL
Note: This summary is based on a draft of the Merger Agreement dated July 18, 2006, and is intended only as an overview of selected terms and is not intended
to cover all terms or details, some of
which may be important.
4
Summary of Proposed Transaction Economics
Proposed
Unaffected
(1)
Transaction
Price Per North Share
$19.05
$27.50
Fully-Diluted Shares Outstanding
(2)
32.4
33.2
Transaction Equity Value
$617.4
$911.9
Plus: Debt
(3)
371.1
371.1
Less: Cash
(4)
(20.3)
(20.3)
Transaction Enterprise Value
$968.2
$1,262.7
Implied Unaffected Premiums
Statistic
Unaffected Price (5/15/06)
$19.05
44.4%
10 Trading Day Average
$19.95
37.8%
30 Trading Day Average
$21.28
29.2%
60 Trading Day Average
$22.13
24.3%
90 Trading Day Average
$20.59
33.6%
180 Trading Day Average
$19.44
41.5%
52 Week High (7/14/05)
$24.31
13.1%
52 Week Low (11/08/05)
$15.28
80.0%
52 Week Average
$20.03
37.3%
Transaction Multiples
Statistic
(5)
CY06E AV / EBITDA
$173
5.6x
7.3x
CY07E AV / EBITDA
$203
4.8x
6.2x
CY06E AV / Unlevered NI
(6)
$75
13.0x
16.9x
CY07E AV / Unlevered NI
(6)
$95
10.2x
13.3x
(2) Outstanding options (as of 5/22/06 from Management) are assumed to be exercised if in-the-money (treasury stock method).
(3) Includes debt of $322.9 million and minority interest of $48.2 million based on 3/31/06 10-Q.
(4) Based on 3/31/06 10-Q.
(5) Based on Management forecasts.
(6) Represents EBIT x (1 - tax rate), based on tax rate of 38%.
(1) Unaffected stock price based on 5/15/2006 closing price, the last trading day prior to public announcement by North of receipt of
going private proposal.
(US$ in millions, except per share amounts)
CONFIDENTIAL
5
7/20/05
9/9/05
11/1/05
12/23/05
2/13/06
4/6/06
5/26/06
7/20/06
$14.00
$16.00
$18.00
$20.00
$22.00
$24.00
$26.00
$28.00
$30.00
0
1,000
2,000
3,000
4,000
5,000
6,000
North LTM Stock Price Performance
July 20, 2005 to July 20, 2006
$27.50 Purchase
Price
Dec-05 Earnings
Date
2/13/06
EPS
$0.23
EPS Beat
$0.12
Q/Q Growth
(4%)
Y/Y Growth
(36%)
Sep-05 Earnings
Date
11/7/05
EPS
$0.24
EPS Beat
($0.17)
Q/Q Growth
(43%)
Y/Y Growth
(38%)
Jun-05 Earnings
Date
7/28/05
EPS
$0.42
EPS Beat
($0.03)
Q/Q Growth
(7%)
Y/Y Growth
(2%)
Mar-06 Earnings
Date
5/1/06
EPS
$0.32
EPS Beat
$0.03
Q/Q Growth
39%
Y/Y Growth
(29%)
5/16/06: Announced receipt
of going private proposal
at $27.50
Source: Factset and Bloomberg.
11/8/05: Pre-proposal
period low - $15.28
CONFIDENTIAL
Share Price
Volume in
Thousands
6
7/20/01
4/5/02
12/23/02
9/10/03
5/28/04
2/11/05
11/1/05
7/20/06
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
0
1,000
2,000
3,000
4,000
5,000
6,000
North 5-Year Stock Price Performance
July 20, 2001 to July 20, 2006
$27.50 Purchase Price
Source: Factset.
4/10/02: Period high - $29.06
10/14/02: Period low - $10.65
CONFIDENTIAL
Share Price
Volume in
Thousands
7
North Management Projections
Fiscal Year Ended December 31,
CAGR
2004A
2005A
2006E
2007E
2008E
2009E
2010E
('05-'10)
ARM
$746.2
$807.0
$899.7
$956.8
$1,004.4
$1,061.5
$1,129.1
6.9%
CRM
159.0
190.4
264.3
319.1
351.0
386.1
424.7
17.4%
Portfolio Management
98.0
144.7
189.2
187.6
178.0
185.2
195.6
6.2%
Eliminations
(1)
(63.5)
(87.3)
(122.4)
(127.1)
(123.5)
(126.3)
(136.2)
9.3%
Total Adjusted Revenue
(2)
939.8
$1,054.8
$1,230.8
$1,336.4
$1,409.9
$1,506.5
$1,613.2
8.9%
% growth
24.7%
12.2%
16.7%
8.6%
5.5%
6.9%
7.1%
Payroll and Related Expense
(3)
472.9
528.3
637.9
689.6
735.6
788.4
848.7
9.9%
SG&A Expense
(4)
324.2
374.8
420.4
443.5
461.0
481.4
507.5
6.2%
Adjusted EBITDA
(3)(4)(5)
142.7
151.6
172.6
203.3
213.3
236.7
257.0
11.1%
% margin
15.2%
14.4%
14.0%
15.2%
15.1%
15.7%
15.9%
Depreciation
40.2
45.8
52.2
49.9
46.7
45.7
42.5
(1.5%)
Adjusted EBIT
(3)(4)(5)
102.5
105.8
120.3
153.4
166.7
191.0
214.5
15.2%
% margin
10.9%
10.0%
9.8%
11.5%
11.8%
12.7%
13.3%
Adjusted Unlevered Net Inc.
(3)(4)(5)
63.5
65.6
74.6
95.1
103.3
118.4
133.0
15.2%
% margin
6.8%
6.2%
6.1%
7.1%
7.3%
7.9%
8.2%
Source: Public filings and Management.
Represents elimination of intracompany revenue for accounts receivable management services provided by ARM to Portfolio Management.
2005 ARM revenue includes $2.5 million add-back due to loss of revenue from Hurricane Katrina in Q3:05. Reflects reclassification from Other Income into Revenue of $5.3 million in Q2:05 and
$2.8
million in Q3:05 for sales of aged portfolios of accounts receivable.
Excludes $0.2 million of charges in Q3:05 due to Hurricane Katrina and $0.4 million of charges in Q4:05 due to integration of RMA.
(4) Excludes $0.9 million of charges in Q3:05 due to Hurricane Katrina and integration of RMA, $0.9 million of charges in Q4:05 due to integration of RMA and $1.0 million of charges in Q1:06 due to integration of RMA.
Excludes $2.4 million of restructuring charges in Q3:05, $7.2 million of restructuring charges in Q4:05 and $4.4 million of restructuring charges in Q1:06. Excludes future restructuring charges for all projected periods.
(US$ in millions)
CONFIDENTIAL
(1)
(2)
(3)
(5)
8
$17.16
$21.72
$23.34
$29.42
$31.10
$34.52
Selected Companies
Selected Acquisitions
DCF
Summary Financial Analysis
($ in millions, except per share amounts)
$27.50 Purchase Price
Per Share Equity Reference Range
$17.16
-
$29.42
$21.72
-
$31.10
$23.34
-
$34.52
Implied Equity Value
$555
-
$981
$705
-
$1,041
$763
-
$1,167
Implied Enterprise Value
$906
-
$1,332
$1,056
-
$1,392
$1,114
-
$1,518
Statistic
(1)
Implied Multiple
Implied Multiple
Implied Multiple
Enterprise Value / EBITDA
CY2006E EBITDA
$173
5.3x
-
7.7x
6.1x
-
8.1x
6.5x
-
8.8x
CY2007E EBITDA
$203
4.5x
-
6.5x
5.2x
-
6.8x
5.5x
-
7.5x
Enterprise Value / Unlevered NI
(2)
CY2006E Unlevered NI
$75
12.1x
-
17.9x
14.2x
-
18.7x
14.9x
-
20.3x
CY2007E Unlevered NI
$95
9.5x
-
14.0x
11.1x
-
14.6x
11.7x
-
16.0x
(1) Source: Management.
CONFIDENTIAL
Per Share
Equity
Reference
Range
(2) Based on 38% tax rate.
9
Selected Companies Analysis
Statistic
(1)
Selected Multiple Range
Implied Enterprise Value
Implied Equity Value
Implied Share Price
CY2006 EBITDA
$173
5.3x
-
7.0x
$906
-
$1,208
$555
-
$857
$17.16
-
$25.97
CY2007 EBITDA
$203
4.5x
-
6.5x
$915
-
$1,322
$564
-
$971
$17.43
-
$29.14
CY2006 Unlevered Net Income
(2)
$75
13.0x
-
17.0x
$970
-
$1,268
$619
-
$917
$19.10
-
$27.65
CY2007 Unlevered Net Income
(2)
$95
10.0x
-
14.0x
$951
-
$1,332
$600
-
$981
$18.53
-
$29.42
Preliminary Reference Range
$17.16
-
$29.42
(1) Source: Management.
(2) Based on 38% tax rate.
($ in millions, except per share amounts)
Trading Performance
FD Capitalization
Stock
Disc.
/ Prem.
Equity
Aggr.
FD Aggregate Value /
LT
CY2007
Price
to LTM
Market
Market
P/E Multiples
Revenue
EBITDA
Unlev. NI
Gr. Rate
PE /
COMPANY (FYE)
7/20/06
High
Low
Value
Value
CY06
CY07
CY06
CY07
CY06
CY07
CY06
CY07
(LTGR)
LTGR
NORTH (MANAGEMENT) (Dec.)
$25.73
(3.3%)
68.4%
$848
$1,199
15.2x
11.4x
1.0x
0.9x
6.9x
5.9x
16.1x
12.6x
12.0%
1.0x
Unaffected
19.05
(21.6%)
24.7%
$617
$968
11.3x
8.5x
0.8x
0.7x
5.6x
4.8x
13.0x
10.2x
12.0%
0.7x
NORTH (Street - current) (Dec.) (1)
25.73
(3.3%)
68.4%
$848
$1,199
16.2x
13.4x
1.0x
0.9x
7.0x
6.4x
NA
NA
12.0%
1.1x
Unaffected (1)
19.05
(21.6%)
24.7%
$617
$968
12.0x
9.9x
0.8x
0.7x
5.7x
5.1x
NA
NA
12.0%
0.8x
Outsourced CRM Services
CONVERGYS (Dec.)
$18.24
(7.9%)
34.0%
$2,582
$2,783
14.8x
13.4x
1.0x
0.9x
6.7x
6.2x
16.5x
14.5x
12.2%
1.1x
SR TELEPERFORMANCE (Dec.)
36.37
(20.0%)
29.4%
1,293
1,519
15.1x
13.1x
0.8x
0.8x
6.2x
5.6x
12.3x
11.4x
32.3%
0.4x
TELETECH HOLDINGS (Dec.)
11.68
(15.3%)
49.9%
835
841
25.9x
17.8x
0.7x
0.7x
8.2x
7.0x
23.9x
17.3x
23.3%
0.8x
INTRUM JUSTITIA (Dec.)
9.24
(6.9%)
34.4%
724
903
13.4x
12.7x
2.2x
2.1x
10.0x
9.7x
15.3x
14.8x
NA
NA
SYKES ENTERPRISES (Dec.)
15.15
(14.8%)
60.5%
605
471
24.0x
18.9x
0.9x
0.8x
8.9x
7.7x
21.1x
16.3x
NA
NA
ICT GROUP (Dec.)
23.19
(19.2%)
120.9%
368
338
21.7x
17.1x
0.8x
0.7x
7.8x
6.7x
21.5x
17.1x
23.0%
0.7x
SITEL CORP (Dec.)
2.87
(40.6%)
28.7%
213
324
10.6x
7.2x
0.3x
0.3x
3.9x
3.3x
NA
NA
NA
NA
STARTEK INC (Dec.)
12.53
(48.3%)
4.2%
184
153
14.7x
12.0x
0.6x
0.6x
5.1x
4.1x
13.4x
10.7x
15.5%
0.8x
Median
(17.3%)
34.2%
14.9x
13.3x
0.8x
0.7x
7.3x
6.5x
16.5x
14.8x
23.0%
0.8x
Mean
(21.6%)
45.2%
17.5x
14.0x
0.9x
0.9x
7.1x
6.3x
17.7x
14.6x
21.3%
0.8x
Portfolio Purchasers
PORTFOLIO RECOVRY ASSOC (Dec.)
$41.85
(19.5%)
18.1%
$676
$654
15.5x
13.3x
3.4x
3.1x
8.5x
7.3x
15.0x
12.8x
18.4%
0.7x
ASSET ACCEPTANCE CAPITL (Dec.)
17.74
(43.6%)
4.4%
660
591
12.2x
10.8x
2.1x
1.9x
6.7x
5.9x
11.1x
9.7x
14.9%
0.7x
ENCORE CAPITAL (Dec.)
12.12
(38.0%)
33.5%
287
467
9.4x
8.1x
1.9x
1.8x
5.7x
5.4x
10.2x
9.5x
15.1%
0.5x
Median
(38.0%)
18.1%
12.2x
10.8x
2.1x
1.9x
6.7x
5.9x
11.1x
9.7x
15.1%
0.7x
Mean
(33.7%)
18.6%
12.4x
10.7x
2.5x
2.3x
7.0x
6.2x
12.1x
10.7x
16.2%
0.7x
ITO / Horizontal BPO
EDS (Dec.)
$22.91
(18.1%)
17.4%
$11,877
$13,024
20.8x
15.3x
0.6x
0.6x
5.0x
4.6x
20.4x
15.7x
23.7%
0.6x
CSC (Mar.) (2)
51.44
(14.0%)
17.4%
9,893
10,064
13.8x
12.2x
0.7x
0.6x
4.6x
4.3x
13.2x
12.1x
10.9%
1.1x
AFFILIATED COMP SVCS (Jun.)
48.96
(22.8%)
4.7%
5,957
7,169
15.1x
12.6x
1.3x
1.2x
7.1x
6.4x
16.3x
14.4x
13.7%
0.9x
HEWITT (Sep.) (3)
21.66
(28.2%)
4.9%
2,424
2,387
14.4x
12.5x
0.8x
0.8x
5.4x
4.8x
14.0x
12.2x
12.7%
1.0x
UNISYS (Dec.)
5.05
(28.9%)
12.2%
1,732
2,155
NM
11.2x
0.4x
0.4x
4.8x
2.9x
NM
11.0x
7.6%
1.5x
Median
(22.8%)
12.2%
14.7x
12.5x
0.7x
0.6x
5.0x
4.6x
15.1x
12.2x
12.7%
1.0x
Mean
(22.4%)
11.4%
16.0x
12.8x
0.8x
0.7x
5.4x
4.6x
16.0x
13.1x
13.7%
1.0x
Overall Median
(19.7%)
23.4%
14.8x
12.7x
0.8x
0.8x
6.4x
5.8x
15.1x
12.8x
15.1%
0.8x
Overall Mean
(24.1%)
29.7%
16.1x
13.0x
1.2x
1.1x
6.5x
5.7x
16.0x
13.3x
17.2%
0.8x
Source: Wall Street Research.
Note: Convergys, CSC, EDS, Encore, Hewitt, Teletech and West estimates exclude stock-based compensation. Teletech not pro forma for acquisition of Direct Alliance. SYKES not pro forma for acquisition of Centro de Interaccion Multimedia.
Intrum Justitia pro forma for dividend paid May 4, 2006. EDS pro forma for acquisition of Mphasis on June 8, 2006. ICT pro forma for equity offering on April 5, 2006. ACS not pro forma for acquisition of Primax Recoveries.
(1) Based on average of estimates from Boenning & Scattergood (5/16/06), CIBC (5/2/06), First Analysis (5/24/06), JMP Securities (5/24/06) and SunTrust (5/16/06).
($ millions, except per share amounts)
CONFIDENTIAL
10
Selected Acquisitions Analysis
Statistic
Selected Multiple Range
Implied Enterprise Value
Implied Equity Value
Implied Share Price
LTM 3/31/06 Adj. EBITDA
$155
7.0x
-
9.0x
$1,083
-
$1,392
$732
-
$1,041
$22.49
-
$31.10
LTM 3/31/06 Adj. Unlev. Net Income
(1)
$66
16.0x
-
21.0x
$1,056
-
$1,386
$705
-
$1,035
$21.72
-
$30.94
Preliminary Reference Range
$21.72
-
$31.10
(1) Based on 38% tax rate.
($ in millions, except per share amounts)
Enterprise Value As
Equity Value
Announce
Equity
Enterprise
Multiple of
As Multiple of
Date
Acquiror
Target
Target Business Description / Rationale
Value
Value
LTM Revenue
LTM EBITDA
LTM Unlev NI
LTM NI
6/23/2006
Minacs Worldwide
(1)
Provider of contact center BPO services
$110.9
$172.3
0.7x
7.4x
16.1x
20.3x
6/1/2006
West Corp.
(2)
Provider of call center business services
$3,354.9
$4,079.7
2.3x
9.4x
21.7x
23.4x
3/8/2006
SOURCECORP
(3)
Provider of business process outsourcing solutions
$394.7
$430.4
1.0x
7.3x
15.7x
16.9x
9/12/2005
Risk Management Alternatives
(4)
Accounts Receivable Management and Portfolio Management
$118.9
$118.9
0.5x
NM
NM
NM
7/5/2005
LiveBridge
Offers outsourced and professional services to the contact
center and business process markets.
NA
$32.0
0.4x
NA
NA
NA
10/8/2004
Bowne Business Solutions
(5)
Provider of document BPO services
NA
$180.0
0.8x
11.3x
NA
NA
7/22/2004
Worldwide Asset Management
(6)
Purchaser and collector of delinquent accounts receivable
portfolios from consumer credit originators.
NA
$178.0
1.7x
NA
NA
NA
3/10/2004
American Management Systems
(7)
Provider of business and IT consulting services
$856.4
$794.1
0.8x
10.4x
36.0x
35.3x
2/2/2004
Cabot Financial (Europe)
(8)
Provides debt purchasing and credit management solutions in
the U.K.
$181.9
$181.9
2.9x
NA
NA
11.6x
11/18/2003
RMH Teleservices
Provides CRM solutions through various cannels including
voice, VoIP, email, chat and self-help.
$89.0
$115.5
0.4x
10.2x
NM
NM
High
2.9x
11.3x
36.0x
35.3x
Mean
1.2x
9.3x
22.4x
21.5x
Median
0.8x
9.8x
18.9x
20.3x
Low
0.4x
7.3x
15.7x
11.6x
Source: Public filings, press releases and Wall Street research.
(1) Minacs unlevered net income based on 8% tax rate.
(2) West pro forma for acquisition of Intrado and Raindance. Unlevered net income based on 35% tax rate.
(3) SOURCECORP unlevered net income based on 38% tax rate.
(4) Based on Management.
(5) Bowne Business Solutions revenue estimate of $230 million and EBITDA estimate of $16 million based on Bowne investor conference call October 8, 2004.
(6) Worldwide Asset Management revenue estimate of $100 million based on West press release dated July 22, 2004.
(7) AMS statistics exclude litigation settlement, asset impairment and restructuring charge (tax-effected at 38%). Unlevered net income based on 38% tax rate.
(8) Cabot Financial (Europe) revenue estimate of $62 million and net income estimate of $16 million based on Barclays Capital press release dated February 2, 2004 and 1.82 USD/GBP exchange rate.
($ in millions)
CONFIDENTIAL
TransWorks Information Services
Thomas H. Lee
Apollo Management
NCO Group
Affiliated Computer Services
Williams Lea
West Corp
CGI Group
Barclays Private Equity / Vision Capital
NCO Group
11
Terminal Value based on NTM EBITDA multiple
Discounted Cash Flow Analysis
($ in millions, except per share amounts)
Discount
Terminal Multiple of 2011E NTM EBITDA
Rate
5.0x
6.0x
7.0x
13.0%
$390
$390
$390
Present Value of Free Cash Flow
806
967
1,128
Present Value of Terminal Value
1,195
1,357
1,518
Enterprise Value
845
1,006
1,167
Implied Equity Value
$25.63
$30.12
$34.52
Equity Value Per Share
14.0%
$381
$381
$381
Present Value of Free Cash Flow
773
927
1,082
Present Value of Terminal Value
1,154
1,308
1,463
Enterprise Value
803
957
1,112
Implied Equity Value
$24.46
$28.77
$33.02
Equity Value Per Share
15.0%
$372
$372
$372
Present Value of Free Cash Flow
741
890
1,038
Present Value of Terminal Value
1,114
1,262
1,410
Enterprise Value
763
911
1,059
Implied Equity Value
$23.34
$27.48
$31.59
Equity Value Per Share
CONFIDENTIAL
12
Appendix
CONFIDENTIAL
13
North: Summary of Analysts’ Estimates
Price
Revenue
EBITDA
Net Income
EPS
Report
Date
Target
CY2006
CY2007
CY2006
CY2007
CY2006
CY2007
CY2006
CY2007
Boenning & Scattergood
(1)
5/16/06
$26.00
$1,241.3
$1,326.0
$169.9
$193.0
$52.3
$70.0
$1.68
$1.94
CIBC
5/2/06
NA
1,237.7
1,293.8
169.0
183.6
55.0
61.4
1.65
1.85
First Analysis
5/24/06
25.00
1,273.6
1,309.6
172.0
189.9
51.3
65.6
1.52
1.96
JMP Securities
5/24/06
25.00
1,239.0
1,280.4
171.2
186.4
49.2
63.3
1.47
1.92
SunTrust
(1)
5/16/06
NA
1,269.9
NA
NA
NA
NA
NA
1.60
NA
North Management
(2)
$1,230.8
$1,336.4
$172.6
$203.3
$56.2
$77.4
$1.69
$2.25
Min
$25.00
$1,237.7
$1,280.4
$169.0
$183.6
$52.9
$65.6
$1.47
$1.85
Max
26.00
1,273.6
1,326.0
172.0
193.0
51.9
65.1
1.68
1.96
Mean
25.33
1,252.3
1,302.4
170.5
188.2
51.9
65.1
1.58
1.92
Median
25.00
1,241.3
1,301.7
170.5
188.2
51.8
64.5
1.60
1.93
IBES Consensus
NA
1,252.3
1,302.4
170.5
188.2
50.2
64.5
1.53
1.91
Source: Thomson and Factset, except as otherwise noted.
Note: Fiscal year ends December 31.
(1) EPS excluded from IBES consensus.
(2) Source: Management.
($ in millions, except per share amounts)
CONFIDENTIAL
14
North: Estimated vs. Actual Historical EPS
$0.41
$0.39
$0.47
$0.41
$0.32
$0.29
$0.11
$0.45
$0.42
$0.36
$0.39
$0.45
$0.24
$0.23
$0.00
$0.10
$0.20
$0.30
$0.40
$0.50
Sep-04A
Dec-04A
Mar-05A
Jun-05A
Sep-05A
Dec-05A
Mar-06A
Estimate
Actual
Source: Factset
CONFIDENTIAL
15
Operating Statistics of Selected Companies
($ millions, except per share amounts)
Y/Y Revenue Growth
Revenue
CY06/
CY07/
EBIT Margin
EBITDA Margin
Net Margin
COMPANY (FYE)
CY06
CY07
CY05
CY06
CY06
CY07
CY06
CY07
CY06
CY07
NORTH (MANAGEMENT) (Dec.)
$1,230.8
$1,336.4
16.7%
8.6%
9.8%
11.5%
14.0%
15.2%
4.6%
5.8%
Unaffected
1,230.8
1,336.4
16.7%
8.6%
9.8%
11.5%
14.0%
15.2%
4.6%
5.8%
NORTH (Street - current) (Dec.) (1)
1,252.3
1,302.4
18.7%
4.0%
NA
NA
13.6%
14.5%
4.1%
5.0%
Unaffected (1)
1,252.3
1,302.4
18.7%
4.0%
NA
NA
13.6%
14.5%
4.1%
5.0%
Outsourced CRM Services
CONVERGYS (Dec.)
$2,771.9
$3,021.4
7.4%
9.0%
9.6%
10.0%
14.9%
14.8%
6.4%
6.6%
SR TELEPERFORMANCE (Dec.)
1,801.8
1,928.0
20.6%
7.0%
9.5%
9.8%
13.5%
13.8%
5.3%
5.7%
TELETECH HOLDINGS (Dec.)
1,179.7
1,271.4
8.6%
7.8%
4.7%
6.1%
8.6%
9.5%
2.7%
3.6%
INTRUM JUSTITIA (Dec.)
404.3
420.5
6.2%
4.0%
19.2%
19.1%
22.1%
21.9%
13.1%
13.2%
SYKES ENTERPRISES (Dec.)
536.4
575.4
8.4%
7.3%
5.5%
6.9%
9.9%
10.6%
4.7%
5.6%
ICT GROUP (Dec.)
445.0
483.2
10.9%
8.6%
4.5%
5.4%
9.7%
10.4%
3.6%
4.4%
SITEL CORP (Dec.)
1,097.4
1,152.3
5.7%
5.0%
NA
NA
7.6%
8.6%
1.7%
2.6%
STARTEK INC (Dec.)
255.4
267.0
16.3%
4.5%
7.0%
8.6%
11.8%
13.9%
5.0%
5.9%
Median
8.5%
7.1%
7.0%
8.6%
10.9%
12.2%
4.9%
5.7%
Mean
10.5%
6.6%
8.6%
9.4%
12.3%
13.0%
5.3%
6.0%
Portfolio Purchasers
PORTFOLIO RECOVRY ASSOC (Dec.)
$190.1
$211.3
28.0%
11.1%
37.7%
39.5%
40.4%
42.1%
22.9%
24.1%
ASSET ACCEPTANCE CAPITL (Dec.)
280.6
315.2
11.1%
12.3%
30.4%
30.9%
31.7%
31.9%
19.3%
19.5%
ENCORE CAPITAL (Dec.)
247.6
259.5
11.6%
4.8%
31.2%
31.7%
32.9%
33.5%
12.8%
14.3%
Median
11.6%
11.1%
31.2%
31.7%
32.9%
33.5%
19.3%
19.5%
Mean
16.9%
9.4%
33.1%
34.0%
35.0%
35.8%
18.3%
19.3%
ITO / Horizontal BPO
EDS (Dec.)
$20,712.0
$21,322.0
4.8%
2.9%
4.7%
5.9%
12.5%
13.3%
2.8%
3.8%
CSC (Mar.) (2)
14,904.0
15,603.0
2.0%
4.7%
7.2%
7.9%
14.7%
15.1%
4.8%
5.2%
AFFILIATED COMP SVCS (Jun.)
5,545.9
6,069.6
12.4%
9.4%
12.6%
13.1%
18.3%
18.5%
7.1%
7.6%
HEWITT (Sep.) (3)
2,882.2
3,101.3
2.1%
7.6%
9.7%
10.4%
15.4%
15.9%
5.8%
6.1%
UNISYS (Dec.)
5,934.4
6,128.5
3.1%
3.3%
0.9%
5.0%
7.6%
11.9%
NM
2.5%
Median
3.1%
4.7%
7.2%
7.9%
14.7%
15.1%
5.3%
5.2%
Mean
4.9%
5.6%
7.0%
8.4%
13.7%
15.0%
5.1%
5.0%
Overall Median
8.5%
7.1%
9.5%
9.8%
14.1%
14.4%
5.3%
5.8%
Overall Mean
9.9%
6.8%
13.0%
14.0%
17.0%
17.9%
7.9%
8.2%
Source: Wall Street Research.
Note: Convergys, CSC, EDS, Encore, Hewitt, Teletech and West estimates exclude stock-based compensation. Teletech not pro forma for acquisition of Direct Alliance. SYKES not pro forma for acquisition of
Centro de Interaccion Multimedia. Intrum Justitia pro forma for dividend paid May 4, 2006. EDS pro forma for acquisition of Mphasis on June 8, 2006. ICT pro forma for equity offering on April 5, 2006. ACS
not pro forma for acquisition of Primax Recoveries.
(1) Based on average of estimates from Boenning & Scattergood (5/16/06), CIBC (5/2/06), First Analysis (5/24/06), JMP Securities (5/24/06) and SunTrust (5/16/06).
CONFIDENTIAL
16
Premiums Paid
Premium to Announcement Date
1-Day Prior
1-Week Prior
All Cash US Transactions, $500MM - 2.0BN in value ('02-'06YTD) (104 deals)
Mean
22.9%
24.7%
All Cash Tech US Transactions, $500MM - 2.0BN in value ('02-'06YTD) (22 deals)
Mean
20.0%
22.3%
Source: SDC.
($ in millions, except per share amounts)
CONFIDENTIAL
17
CONFIDENTIAL
CS does not provide any tax advice. Any tax statement herein regarding any US federal tax is not intended or written
to be used, and cannot be used, by any taxpayer for the purpose of avoiding any penalties.
Any such statement
herein was written to support the marketing or promotion of the transaction(s) or matter(s) to which the statement
relates. Each taxpayer should seek advice based on the taxpayer's particular circumstances from an independent tax
advisor.
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CS has adopted policies and guidelines designed to preserve the independence of its research analysts. CS’s policies prohibit employees
from directly or indirectly offering a favorable research
rating or specific price target, or offering to change a research rating or price target, as
consideration for or an inducement to obtain business or other compensation. CS’s policies prohibit research analysts from being
compensated
for their involvement in investment banking transactions.
18