EX-99.1 2 a06-14387_2ex99d1.htm EX-99.1

 

Exhibit 99.1

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Acquisition of the Kraft Papers Business of International Paper Company by Stone Arcade Acquisition Corporation



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Investor Presentation The attached presentation was filed with the Securities and Exchange Commission as part of the Form 8-K filed by Stone Arcade Acquisition Corporation (“Stone Arcade” or “SCDE”) on June 27, 2006 (“June 27, 2006 8-K”). SCDE is holding presentations for its stockholders regarding its purchase of the Kraft Papers Business (“KPB”), a Division of International Paper Company (“IP”), as described in an earlier Form 8-K filed by SCDE which describes the acquisition in more detail. Morgan Joseph & Co. Inc. (“Morgan Joseph”), the managing underwriter of SCDE’s initial public offering (“IPO”) consummated in August 2005, along with the Co-Managers are assisting SCDE in these efforts and will receive an advisory fee equal to $1.2 million. SCDE and its directors and executive officers, Morgan Joseph and the Co-Managers may be deemed to be participants in the solicitation of proxies for the special meeting of SCDE’s stockholders to be held to approve this transaction. Stockholders of SCDE and other interested persons are advised to read, when available, SCDE’s preliminary proxy statement and definitive proxy statement in connection with SCDE’s solicitation of proxies for the special meeting to approve the acquisition because these proxy statements will contain important information. Such persons can also read SCDE’s final prospectus, dated August 15, 2005, as well as periodic reports, for more information about SCDE, its officers and directors, and their interests in the successful consummation of this business combination. The definitive proxy statement will be mailed to stockholders as of a record date to be established for voting on this transaction. Stockholders will also be able to obtain a copy of the definitive proxy statement, the final prospectus and other periodic reports filed with the Securities and Exchange Commission, without charge, by visiting the Securities and Exchange Commission’s Internet site at (http://www.sec.gov).

 


 


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Safe Harbor This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, about SCDE, KPB and their combined business after completion of the proposed transaction. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of SCDE’s management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: continued compliance with government regulations; changing legislation or regulatory environments; requirements or changes affecting the businesses in which KPB is engaged; paper industry trends, including factors affecting supply and demand; KPB’s dependence on a limited number of customers; labor and personnel relations; credit or currency risks affecting KPB’s revenue and profitability; changing interpretations of generally accepted accounting principles; and general economic conditions, as well as other relevant risks detailed in SCDE’s filings with the Securities and Exchange Commission, including its report on form 10-K for the period ended December 31, 2005. The information set forth herein should be read in light of such risks. Neither SCDE, nor KPB assumes any obligation to update the information contained in this presentation. This presentation contains disclosures of EBITDA for certain periods, which may be deemed to be a non-GAAP financial measure within the meaning of Regulation G promulgated by the Securities and Exchange Commission. Management believes that EBITDA, or earnings before interest, taxes, depreciation and amortization, is an appropriate measure of evaluating operating performance and liquidity, because it reflects the resources available for strategic opportunities including, among others, investments in the business and strategic acquisitions. The disclosure of EBITDA may not be comparable to similarly titled measures reported by other companies. EBITDA should be considered in addition to, and not as a substitute, or superior to, operating income, cash flows, revenue, or other measures of financial performance prepared in accordance with generally accepted accounting principles.


 


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Our Mission Our mission is to acquire a profitable company in the paper and packaging sector at a reasonable price which could benefit from our manufacturing, sales and transactional experience, and serve as a platform for growth. We believe that the transaction described in the following presentation meets our initial goals. Roger Stone


 


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Contents Background Transaction Summary Financial Overview Investment Considerations Business Overview Conclusion APPENDIX


 


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Background In August 2005, Stone Arcade raised gross proceeds of $120 million through the public sale of 20 million units (priced at $6.00/unit) , each consisting of one share of common stock and two warrants exercisable at $5.00/share, to pursue a business combination in the paper, packaging, forest products and related industries Approximately $111 million of the proceeds or about $5.54/share ($5.63 with interest as of 3/31/06) were placed in a trust account pending completion of a transaction On June 23rd, 2006, Stone Arcade’s wholly-owned subsidiary entered into a definitive agreement to acquire the assets of the Kraft Papers Business (“KPB”), a Division of International Paper Company (“IP”) consisting of IP’s integrated pulp and paper mill based in Roanoke Rapids, North Carolina and Ride Rite® Converting based in Fordyce, Arkansas. Following the approval of the transaction by shareholders, Stone Arcade will be renamed KapStone Paper and Packaging Corporation


 


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Two operating businesses: KRAFT PRODUCTS include unbleached kraft paper and lightweight linerboard produced in Roanoke Rapids, NC (84% of total 2005 revenues) Kraft paper and lightweight linerboard sold to converters for five primary end-uses: multiwall bags, roll wrap, specialty converting, corrugated boxes and grocery bags and sacks INFLATABLE DUNNAGE PRODUCTS produced at the Ride Rite® converting facility in Fordyce, AR (16% of total 2005 revenues) Dunnage bags are used in the transportation industry to secure and protect goods during shipment Unbleached kraft paper from Roanoke Rapids is a major raw material in the manufacture of dunnage bags The Roanoke Rapids mill is the nation’s largest producer of unbleached kraft paper with an annual production of approximately 400,000 tons Ride Rite® Converting invented inflatable dunnage products and is believed to be the industry leader Transaction Summary KPB Business


 


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Transaction Summary Valuation Purchase price: $155 million in cash at closing Two contingent earn-out payments (A & B), payable at the end of 5 years after the closing Earn-outs A & B: Earn-out “A” Maximum payment of $35 million based on the product of the average annual EBITDA for the 5 years following the transaction, multiplied by 5.3x, less $165 million. The maximum payment will be earned if the average annual EBITDA for the period equals or exceeds $37.7 million. Present value of “A”, if fully earned (applying an 8% discount rate) is $23.8 million Earn-out “B” A payment of $25 million will be made if, and only if, the average annual EBITDA for the five years following the transaction meets or exceeds $49.2 million. Present value of “B”, if earned (applying an 8% discount rate), is $17.0 million A1 A2 B A1 Earn-out “A” begins to earn A2 Earn-out “A” paid in full B Earn-out “B” paid in full Purchase Price Analysis 3.0x 3.5x 4.0x 4.5x 5.0x 5.5x $30.0 $32.5 $35.0 $37.5 $40.0 $42.5 $45.0 $47.5 $50.0 $52.5 $55.0 Average 5-Year EBITDA ($ in millions) PV of Purchase Price (Including Contingent Payments Earned) / Average 5-Year EBITDA


 


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Financial Overview KPB Historical Financial Information In 2003 IP reduced production of linerboard and increased production of kraft paper at Roanoke Rapids in order to optimize grades and costs among several of its mills in the context of its vertically integrated operations An independent operator would have operated closer to capacity Kraft pricing environment was unfavorable as well 2004 results reflect reduced production of 104,000 tons due to downtime and slower-than-expected start-up associated with the strategic conversion of one of the two paper machines from linerboard to kraft paper as well as reduced capacity Improved 2005 results primarily reflect resumption of normalized mill operations as well as a slightly improved pricing environment 2005 results do not include bleached paper sales commissions of approximately $1.0 million Improved performance expected in 2006 as result of price increases, mix change and improved productivity FINANCIALS FOR THE 3 MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2006 ARE PRELIMINARY, UNAUDITED AND SUBJECT TO REVIEW ($ in millions) For the Year Ended December 31, 3 Mos. Ended 2003 2004 2005 3/31/2005 3/31/2006 Total Net Revenue $231.2 $188.6 $223.4 $53.3 $65.2 EBITDA 21.4 12.0 32.2 8.6 11.3 Capital Expenditures 12.5 18.1 7.7 - - Key Metrics Total Net Revenue Growth NA -18.4% 18.5% - 22.4% EBITDA Margin 9.3% 6.4% 14.4% 16.1% 17.4%


 


 

Terms of senior credit facility: $35 million revolver ($10 million drawn at closing), priced at LIBOR + 175 bp $60 million five-year secured term loan, priced at LIBOR + 150 bp 100% vote in favor of transaction will leave approximately $25 million excess cash at parent post closing Conservative capital structure Net Debt/2005 EBITDA : At subsidiary level: less than 2.2x On a consolidated basis: 1.4x Financial Overview Sources and Uses of Funds (a) ($ in thousands) Sources of Funds Amount % Total Uses of Funds Amount % Total Bank Revolver $10,000 6.3% Purchase of Assets - Cash Portion (b) $155,000 96.9% Senior Term Loan 60,000 37.5% Transaction Costs 5,000 3.1% Stone Arcade Cash 90,000 56.3% $160,000 100.0% $160,000 100.0% (a) Represents preliminary and estimated sources and uses of funds at the subsidiary level (b) Subject to closing adjustments


 


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The acquisition of KPB is an important first step for Stone Arcade and provides a solid platform for expansion Stone Arcade is purchasing a low cost producer of kraft paper at an attractive price and terms. The purchase price multiple compares favorably to recent paper and packaging transactions, as well as current industry multiples for publicly traded companies Multiple acquisition opportunities for forward integration exist in a broad range of converting/ distribution businesses, including: multi-wall bags, corrugated containers, retail and grocery bags, and specialty products Messrs. Stone and Kaplan are being released from existing non-compete agreements with IP Messrs. Stone and Kaplan provide proven operating and marketing expertise and, along with Arcade Partners, have a long history of growing companies through strategic acquisitions Stone Arcade will have a conservative capital structure and, therefore, will be in a strong position to expand the business through strategic acquisitions Investment Considerations Opportunity for Stone Arcade


 


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Market Leader in both Kraft Paper and Dunnage Stone Arcade management believes that Roanoke Rapids is North America’s largest kraft paper mill, and Ride Rite® has the leading share in the inflatable dunnage market Low Cost Producer Stone Arcade management believes Roanoke Rapids is among the lowest cost producers of kraft paper in the U.S. Energy efficient profile 60% self-generated 20-25% generated from coal Strong Long-Term Customer Relationships Extensive Product Portfolio Unbleached kraft paper and lightweight linerboard are produced in a wide variety of basis weights, and KPB will also market bleached kraft paper manufactured by IP on a commission basis Ride Rite® produces over 250 varieties of dunnage bags Well Invested Asset Base With Low Ongoing Maintenance Capital Expenditures $38.3 million of capital has been spent over the past three years, including approximately $17.5 million of strategic and cost-reduction capital projects Approximately $4.5 million of annual capital expenditure is needed for maintenance Opportunities Exist to Increase Capacity and Improve Margins with Minimal Capital Expenditures Investment Considerations KPB


 


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Improving performance in the kraft paper sector After bottoming in 2003, kraft prices have increased Each $10/ton price increase is estimated to enhance KPB’s EBITDA by $3.9 million Dunnage business is benefiting from the growth of the shipping industry, and expansion into new markets such as regional retail distribution center transportation Favorable market conditions Balanced supply – kraft paper capacity has contracted in recent years Since 1995, 920,000 tons have been permanently eliminated Manufacturers have demonstrated significant supply discipline Steady demand Investment Considerations Market Fundamentals


 


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Business Overview Summary of Operating Businesses Does not include eliminations 2005 Revenues (a) Facility Locations 2005 EBITDA Roanoke Rapids 84% Ride Rite ® 16% Roanoke Rapids 78% Ride Rite ® 22%


 


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Business Overview Leading Market Position – Unbleached Kraft Paper 2005 North American Unbleached Kraft Paper Supply Position KPB is the largest producer of unbleached kraft paper in the North America Total Unbleached Kraft Paper Tons: 1,797,000 Source: Pulp & Paper Magazine (November 2005) Copamex 5% Grupo Durango 6% Canfor 6% Tolko 7% Delta Natural 9% Georgia Pacific 10% Smurfit-Stone 11% Longview Fibre 12% KPB 19% All Others 8% West Fraser 3% Cascades 4%


 


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Business Overview Roanoke Rapids – 2005 Revenues by Product Specialty Converting 21% Multiwall 55% Linerboard 4% Roll Wrap 11% Grocery Bag & Sack 9%


 


 

Business Overview Linerboard Resource Information Systems, Inc. (RISI) estimates that total U.S. demand for unbleached linerboard was approximately 17.3 million tons in 2004. KPB management plans to focus on linerboard grades 37# and below North American Linerboard Demand: Grade 37# and Below (lightweight) North American Historical and Projected Linerboard Prices Source: Resource Information Systems, Inc. (RISI)


 


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Business Overview Ride Rite® Converting Business Leader in inflatable dunnage bags Protect goods and packaging from damage during transit Focused on trucking industry Growth in dunnage bags expected as shipments by truck and rail increase Modest capital expenditures could increase capacity substantially Generated consistent EBITDA growth at a CAGR of 10.8% per year from 2002-2005 Strong long-term customer relationships Opportunity to substantially increase size of market. Inflatable dunnage bags are well positioned to increase share of dunnage market High return on assets, stable and growing performance


 


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Conclusion KPB is a unique platform for growth and profit Favorable Market Dynamics Favorable pricing for kraft paper expected to continue Substantial industry-wide manufacturing capacity has been withdrawn Ride Rite® business positioned to benefit from continued growth in shipping Conservative Capitalization Consolidated Net Debt / 2005 EBITDA of 1.4x Excess cash at closing – $25 million (assuming 100% vote in favor of transaction) Significant borrowing capacity to fund future acquisitions Strong Sponsorship Roger W. Stone and Matthew Kaplan can apply their extensive industry expertise, together with Arcade’s M&A skills, to use KPB as a platform to build a significant paper and packaging enterprise KPB – A Unique Asset Purchase • #1 Market Positions • Experienced Management Team and Employees • Acquiring Assets at Attractive Value • Low Ongoing Maintenance Capital Expenditures • Platform for Future Acquisitions • Extensive Product Portfolio • Excellent Cost Structure • Strong Relationships with Long-Term Customers • Excellent Energy Profile • Expansion Opportunities at Low Capital Cost


 


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APPENDIX


 


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Management and Board of Directors Biographies Roger W. Stone, Chairman, CEO Roger W. Stone has been the CEO and Chairman of the Board of SCDE since its inception. Mr. Stone has been Manager of Stone-Kaplan Investments, LLC, a private investment company, since July 2004. He was Chairman and Chief Executive Officer of Box USA Holdings, Inc., the largest independent US corrugated box manufacturer, from July 2000 until the sale of that company in July 2004. Mr. Stone was Chairman, President and CEO of Stone Container Corporation from March 1987 to November 1998 when it merged with Jefferson Smurfit Corporation, at which time he became President and CEO of Smurfit-Stone Container Corporation. Mr. Stone received a B.S. in Economics from the Wharton School at the University of Pennsylvania. Matthew Kaplan, President Matthew Kaplan has been our President and a member of the Board of SCDE since its inception. Mr. Kaplan has been Manager of Stone-Kaplan Investments, LLC, a private investment company, since July 2004. He was President and COO of Box USA Holdings, Inc., from July 2000 until July 2004. Mr. Kaplan began his career at Stone Container Corporation in 1979 and was serving as its Senior Vice President and General Manager of North American Operations when Stone Container Corporation merged with Jefferson Smurfit Corporation in November 1998. He was Vice President/ General Manager Container Division with Smurfit-Stone Container Corporation until March 1999. Mr. Kaplan received a B.A. in Economics from the University of Pennsylvania and an M.B.A. from the University of Chicago. Mr. Kaplan is the son-in-law of Roger W. Stone. Tim Keneally, VP, General Manager Tim Keneally is a 33-year veteran of IP where he has been the President of KPB since December 2004. He has held a variety of positions at IP including VP of Specialty Packaging, VP/GM of Flexible Packaging, General Manager of the Multiwall Group and Operations Manager for the Retail Group. Mr. Keneally has a Bachelor of Arts degree from Marist College. John M. Chapman, Director John Chapman is a founding shareholder and has been a member of SCDE’s board of directors since inception. Mr. Chapman is a co-founder and has been a managing member of Arcade Partners LLC, a private equity firm since November 2003. Since January 2004, he has been a Managing Director of Washington & Congress Managers, a private equity firm. From March 1990 through December 2003, he was employed by Triumph Capital Group, Inc, a private equity firm, last serving as a Managing Director. Mr. Chapman received a B.A. from Bates College and an M.B.A. from the Tuck School of Business at Dartmouth College. Jonathan R. Furer, Director Jonathan Furer is a founding shareholder and has been a member of SCDE’s board of directors since inception. Mr. Furer is a co-founder and has been a managing member of Arcade Partners LLC since November 2003. Since January 2004, he has been a Managing Director of Washington & Congress Managers, LLC. From March 2000 through December 2003, he was a Managing Director of Triumph Capital Group, Inc. From December 1998 until February 2000, he was a Managing Director of MG Group, LLC, a private equity firm he co-founded. Mr. Furer received a B.B.A. from George Washington University. Muhit U. Rahman, Director Muhit Rahman is a founding shareholder and has been a member of SCDE’s board of directors since inception. Mr. Rahman is a co-founder and has been a managing member of Arcade Partners LLC since November 2003. Since January 2004, he has been a Managing Director of Washington & Congress Managers. From November 1993 through December 2003, he was a Managing Director of Triumph Capital Group. Mr. Rahman received a B.S. from Yale University and an M.B.A. from the Anderson School of Management at UCLA.