EX-99.C.9 13 d463951dex99c9.htm EX-99.C.9 EX-99.C.9

Exhibit (c)(9)

 

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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Project Osprey Board of Directors discussion materials Confidential November 20, 2017 PRELIMINARY SUBJECT TO FURTHER REVIEW AND EVALUATION These materials may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Credit Suisse Group AG and/or its Affiliates (hereafter “Credit Suisse”).


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 1. Summary of hypothetical impact of proposed tax legislation Excluding GSO/First Eagle transaction Confidential 1


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 1 Hypothetical impact of selected provisions in proposed tax legislation Illustrative assumptions as of November 2017 Osprey’s Board of Directors has requested a hypothetical sensitivity of Osprey management’s September 2017 standalone financial forecast taking into consideration, for illustrative purposes, the “Tax Cuts and Jobs Act” legislation proposed by the U.S. House of Representatives Committee on Ways and Means and the following selected assumptions: Does not contemplate First Eagle Investment Management LLC (“First Eagle”) and GSO Capital Partners LP (“GSO”) transaction—Excluded from sensitivity for illustrative purposes only Osprey management’s ability to execute on and achieve Osprey’s September 2017 standalone financial forecast is unaffected—No change in market environment impacting Osprey operations (e.g., origination volume, net interest margin, etc.) Marginal corporate tax rate reduction: 35% federal tax rate reduced to 20% beginning in 2018—Implied Osprey marginal corporate tax rate reduced from ~41% to ~30%, per Osprey management—Portion of Osprey existing net deferred tax assets of ~$32 million written off by ~$11 million, per Osprey management 50% dividend payout ratio on any incremental net earnings (due to restrictions from builders basket on high -yield notes), per Osprey management—Osprey management September 2017 standalone forecast of $0.02 dividend per share represents approximately 11%, 10% and 7% payout ratio in 2018E, 2019E and 2020E, respectively Source: Osprey management and U.S. House of Representatives Committee on Ways and Means “Tax Cuts and Jobs Act” released on 11/2/17. Note: Credit Suisse does not provide any tax advice. Confidential Hypothetical sensitivity does not address any differences in the Chairman of U.S. Senate Committee on Finance’s markup on the legislation proposed by U.S. House of Representatives Committee on Ways and Means. 2 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 1 Hypothetical impact of selected provisions in proposed tax legislation Illustrative Osprey standalone financial summary sensitivity (excl. transaction) Fiscal year ending 12/31 ($ in millions) 2018E 2019E 2020E Selected commentary Earnings before tax Incremental potential dilution Osprey management September 2017 forecast $49 $53 $69 (increase in warrants Implied pro forma forecast (1) 49 5-3 69 Variance—$ / % -outstanding) resulting from incremental dividend Net income distributions Osprey management September 2017 forecast $29 $31 $41 Implied pro forma forecast (1) 24 37 48—Based on indenture for Variance—$ / % ($5) / (18%) $6 / 19% $8 / 19% Franklin Square Investment Corporation (“FSIC”) warrants Book value outstanding Osprey management September 2017 forecast $630 $661 $702 Implied pro forma forecast (1) 625 659 703 Variance—$ / % ($5) / (1%) ($2) / (0%) $1 / 0% After -tax ROAE Osprey management September 2017 forecast 4.5% 4.8% 6.0% Implied pro forma forecast (1) 3.7% 5.7% 7.1% Variance—bps (82)bps 93bps 112bps Distributed cash flow (2) Osprey management September 2017 forecast $53 (3) $3 $3 Implied pro forma forecast (1) 53 6 7 Variance—$ / % -$3 / 97% $4 / 126% Dividend payout ratio Osprey management September 2017 forecast 11.0% 9.6% 7.4% Implied pro forma forecast (1) 13.5% 16.0% 14.1% Variance—pts 3pts 6pts 7pts Warrants outstanding (mm) Osprey management September 2017 forecast 12.161 12.239 12.319 Implied pro forma forecast (1) 12.161 12.316 12.500 Variance—/ % -0.077 / 1% 0.181 / 1% Source: Osprey management. Note: Credit Suisse does not provide any tax advice. Confidential (1) Includes impact of selected provisions in proposed tax legislation outlined on prior slide. (2) Includes share repurchases and ordinary dividends. (3) Includes $50 million of share repurchases. 3 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Illustrative regression overview Selected commercial banks, mortgage REITs and BDCs P / TBV vs. 2018E ROATCE / ROAE (1) 6.00x 5.00x 4.00x y = 0.1789x—0.3646 R² = 0.699 3.00x 2.00x 1.00x Osprey Current after -tax 2018E ROAE (4.5%) implies P / TBV of 0.44x Revised adjusted after -tax 2018E ROAE (5.4%) implies P / TBV of 0.59x Current after -tax 2019E ROAE (4.8%) implied P / TBV of 0.50x Revised adjusted after -tax 2019E ROAE (5.7%) implies P / TBV of 0.65x 0.00x 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% (2) Osprey Commercial banks BDCs Commercial mREITs Asset -based lending & leasing companies Osprey implied Source: SNL Financial and FactSet. Note: Market data as of 11/17/17. For commercial -focused banks, P / TBV plotted against 2018E ROATCE; for BDCs, commercial mREITs and commercial finance companies, P / TBV plotted against 2018E ROE. “mREITs” denotes Mortgage Real Estate Investment Trusts. Confidential (1) Banks set does not include Raymond James given lack of forward TBVPS estimates. Commercial mREITs do not include CLNS and RSO given lack of forward ROE estimates or RAS given negative common equity per share. BDCs do not include TCAP given I/B/E/S consensus 2018 ROAE estimates for TCAP are not meaningful. 4 (2) Calculated using hypothetical Osprey book value and net income assuming illustrative impact of selected provision in proposed tax legislation. Net income adjusted for implied tax provision of ~$15 million (based on ~30% hypothetical marginal corporate tax rate per Osprey management) and excludes illustrative impact of ~$11 million net deferred tax asset write -down. © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Selected Wall Street equity research analyst estimates Selected commentary Primary valuation methodology of both Wall Street equity research analyst’s stock price targets is a discount to Osprey’s actual book value On October 17, 2017, Janney Montgomery Scott reduced its stock price target from $14.00 to $12.38 per share based on midpoint at announcement of expected transaction consideration to be paid to Osprey stockholders ($12.32 -$12.44 per share) Summary of selected metrics as of 8/2/17 Janney Keefe Montgomery Bruyette ($ in millions, except per share amounts) Scott & Woods Osprey unaffected stock price target $14.00 $12.00 P/BV multiple (primary methodology) 0.90x 0.80x 2018E EPS $0.67 $0.71 Implied 2018E P/E 20.9x 16.9x 2018E after -tax ROAE NA 4.4% Source: Wall Street equity research. Note: “NA” denotes not publicly available. Confidential 5 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Year -to -date relative historical stock price performance Day prior to Proposed Tax Cuts proposed Tax Cuts and Jobs Act YTD and Jobs Act released 11/2/17: US House of 1/3/17 -11/17/17 1/3/17 -11/1/17 11/1/17 -11/17/17 Representatives releases proposed Tax Osprey 28.5% 32.5% (3.0%) Cuts and Jobs Act S&P 500 financials index 11.0% 13.3% (2.0%) KBW regional banks index (4.2%) (2.5%) (1.7%) 28.5% 11.0% (4.2%) Source: FactSet and press releases. Note: Market data as of 11/17/17. Confidential 6 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 2. Summary of hypothetical impact of proposed tax legislation Including GSO/First Eagle transaction Confidential 7


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 2 Hypothetical impact of selected provisions in proposed tax legislation Illustrative assumptions as of November 2017 Osprey’s Board of Directors has requested a hypothetical sensitivity of Osprey management’s September 2017 standalone financial forecast taking into consideration, for illustrative purposes, the “Tax Cuts and Jobs Act” legislation proposed by the U.S. House of Representatives Committee on Ways and Means and the following selected assumptions: Announced transaction with First Eagle and GSO is terminated and operating covenants Osprey agreed to in connection with such transaction have not affected Osprey management’s ability to execute on and achieve Osprey’s September 2017 standalone financial forecast—No change in market environment impacting Osprey operations (e.g., origination volume, net interest margin, etc.) $15 million termination fee and $5 million estimated legal and financial advisor fees expensed in 2018 and deductible for GAAP and tax purposes (1) Marginal corporate tax rate reduction: 35% federal tax rate reduced to 20% beginning in 2018—Implied Osprey marginal corporate tax rate reduced from ~41% to ~30%, per Osprey management—Portion of Osprey existing net deferred tax assets of ~$32 million written off by ~$11 million, per Osprey management 50% dividend payout ratio on any incremental net earnings (due to restrictions from builders basket on high -yield notes), per Osprey management—Osprey management September 2017 standalone forecast of $0.02 dividend per share represents approximately 11%, 10% and 7% payout ratio in 2018E, 2019E and 2020E, respectively Source: Osprey management and U.S. House of Representatives Committee on Ways and Means “Tax Cuts and Jobs Act” released on 11/2/17, and executed Merger Agreement and executed Asset Purchase Agreement each dated 10/16/17. Confidential Note: Credit Suisse does not provide any tax advice.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 2 Hypothetical impact of selected provisions in proposed tax legislation Illustrative Osprey standalone financial summary sensitivity (incl. transaction w/termination) Fiscal year ending 12/31 ($ in millions) 2018E 2019E 2020E Earnings before tax Osprey management September 2017 forecast $49 $53 $69 Implied pro forma forecast (1) 29 53 69 Variance—$ / % ($20) / (41%)—Net income Osprey management September 2017 forecast $29 $31 $41 Implied pro forma forecast (1) 10 37 48 Variance—$ / % ($19) / (67%) $6 / 19% $8 / 19% Book value Osprey management September 2017 forecast $630 $661 $702 Implied pro forma forecast (1) 611 645 689 Variance—$ / % ($19) / (3%) ($16) / (2%) ($13) / (2%) After -tax ROAE Osprey management September 2017 forecast 4.5% 4.8% 6.0% Implied pro forma forecast (1) 1.5% 5.9% 7.2% Variance—bps (300)bps 106bps 127bps Distributed cash flow (2) Osprey management September 2017 forecast $53 (3) $3 $3 Implied pro forma forecast (1) 39 6 7 Variance—$ / % ($14) / (26%) $3 / 97% $4 / 126% Dividend payout ratio Osprey management September 2017 forecast 11.0% 9.6% 7.4% Implied pro forma forecast (1) 33.2% 16.0% 14.1% Variance—pts 22pts 6pts 7pts Warrants outstanding (mm) Osprey management September 2017 forecast 12.161 12.239 12.319 Implied pro forma forecast (1) 12.161 12.316 12.500 Variance—/ % -0.077 / 1% 0.181 / 1% Selected commentary Based on incremental net income, implies payback period greater than three years to offset approximately $20 million in estimated fees associated with terminating GSO / First Eagle transaction Incremental potential dilution (increase in warrants outstanding) resulting from incremental dividend distributions—Based on indenture for FSIC warrants outstanding Source: Osprey management. Note: Credit Suisse does not provide any tax advice. Confidential (1) Includes impact of selected provisions in proposed tax legislation outlined on prior slide.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Appendix Confidential 10


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Hypothetical impact to Osprey tax rate and net deferred tax asset Illustrative assumptions per Osprey management as of November 2017 Hypothetical Osprey marginal corporate tax rate summary Current Osprey marginal corporate tax rate Corporate federal tax rate 35% Corporate state and local tax rate (incl. deductions) 6% Current marginal corporate tax rate 41% Hypothetical Osprey marginal corporate tax rate Proposed corporate federal tax rate 20% Corporate state and local tax rate (no deductibility) 10% Hypothetical marginal corporate tax rate 30% Hypothetical deferred tax asset write-off summary As of 9/ 30/ 2017 At current At proposed Hypothetical ($ in millions) rate (35%) rate (20%) write -off Gross deferred tax asset $36 $24 Gross deferred tax liability 4 2 Net deferred tax asset $32 $21 ($11) Selected commentary Proposed corporate federal tax rate reduction from 35% to 20% Proposed legislation would eliminate deductibility of state and local taxes Implies ~30% hypothetical marginal corporate tax rate including full burden of corporate state and local taxes (~10%), per Osprey management Selected commentary Based on preliminary review by Osprey management of net deferred tax asset balance as of 9/30/17 Per Osprey management, proposed corporate federal tax rate reduction from 35% to 20% would result in a reduction of Osprey’s net deferred tax asset book value, with reduction in book value hypothetically assumed to be written off in 2018 Source: Osprey management and U.S. House of Representatives Committee on Ways and Means “Tax Cuts and Jobs Act” released on 11/2/17. Note: Credit Suisse does not provide any tax advice. Confidential 11 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 1 Hypothetical Osprey standalone financial summary sensitivity FY’17E – FY’20E per Osprey management as of November 2017 Fiscal year ending 12/31 ($ in millions) 2017E 2018E 2019E 2020E Adjusted net income GAAP earnings before tax $28 $49 $53 $69 Adjusted effective tax rate 41.3% 51.9%(2) 30.0% 30.0% (–) Adjusted tax provision (11) (15) (16) (21) (–) Hypothetical net deferred tax asset write-off – (11) – – Adjusted net income $16 $24 $37 $48 Current Osprey management net income 16 29 31 41 Implied variance in Osprey net income – ($5) $6 $8 Adjusted book value roll forward Adjusted book value (Beginning balance) $651 $625 $659 (+) Osprey management change in book value (21) 31 41 (+/–) Variance in Osprey net income excl. net DTA write-off 5 6 8 (–) Hypothetical net deferred tax asset write-off (11) – – (–) Implied incremental dividends (50% payout ratio) – (3) (4) Adjusted book value (Ending balance) $651 $625 $659 $703 Current Osprey management book value 630 661 702 Implied variance in Osprey book value ($5) ($2) $1 Return on average equity (“ROAE”) Adjusted average equity (year-end average) $638 $642 $681 Adjusted after-tax ROAE 3.7% 5.7% 7.1% Current Osprey management after-tax ROAE 4.5% 4.8% 6.0% Implied variance in Osprey after-tax ROAE (82)bps 93bps 112bps Calculated based on adjusted GAAP earnings before tax multiplied by Osprey hypothetical marginal corporate tax rate of ~30% Source: Osprey management. Note: Credit Suisse does not provide any tax advice. Confidential “GAAP” denotes Generally Accepted Accounting Principles and “DTA” denotes Deferred Tax Assets. (1) Estimated advisor fees do not include advisor fees contingent upon consummation of GSO/First Eagle transaction. (2) Includes hypothetical net deferred tax asset write-off as a permanent difference between GAAP book income and taxable income. 12 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 1 Hypothetical Osprey standalone financial summary sensitivity (cont’d) FY’17E – FY’20E per Osprey management as of November 2017 Fiscal year ending 12/31 ($ in millions) 2017E 2018E 2019E 2020E Adjusted distributed cash flow 6mo. 17E 2018E 2019E 2020E Current Osprey management distributed cash flow (1) $1 (2) $53 $3 $3 (+) Implied incremental dividends (50% payout ratio) – – 3 4 Adjusted distributed cash flow $1 $53 $6 $7 Current Osprey management distributed cash flow 1 53 3 3 Implied variance in Osprey distributed cash flow – – $3 $4 Source: Osprey management. Note: Credit Suisse does not provide any tax advice. Confidential (1) Includes share repurchases and ordinary dividends. (2) Excludes $3.0 million cash used to repurchase shares net of cash proceeds received from exercise of options settled during 7/1/17 – 10/16/17. 13 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 2 Hypothetical Osprey standalone financial summary sensitivity FY’17E – FY’20E per Osprey management as of November 2017 Fiscal year ending 12/31 ($ in millions) 2017E 2018E 2019E 2020E Adjusted net income GAAP earnings before tax $28 $49 $53 $69 (–) Estimated advisor fees (legal and financial) (1) – (5) – – (–) Transaction termination fee – (15) – – Adjusted GAAP earnings before tax $28 $29 $53 $69 Adjusted effective tax rate 41.3% 66.9%(2) 30.0% 30.0% (–) Adjusted tax provision (11) (9) (16) (21) (–) Hypothetical net deferred tax asset write-off – (11) – – Adjusted net income $16 $10 $37 $48 Current Osprey management net income 16 29 31 41 Implied variance in Osprey net income – ($19) $6 $8 Adjusted book value roll forward Adjusted book value (Beginning balance) $651 $611 $645 (+) Osprey management change in book value (21) 31 41 (+/–) Variance in Osprey net income excl. net DTA write-off (9) 6 8 (–) Hypothetical net deferred tax asset write-off (11) – – (–) Implied incremental dividends (50% payout ratio) – (3) (4) Adjusted book value (Ending balance) $651 $611 $645 $689 Current Osprey management book value 630 661 702 Implied variance in Osprey book value ($19) ($16) ($13) Return on average equity (“ROAE”) Adjusted average equity (year-end average) $631 $628 $667 Adjusted after-tax ROAE 1.5% 5.9% 7.2% Current Osprey management after-tax ROAE 4.5% 4.8% 6.0% Implied variance in Osprey after-tax ROAE (300)bps 106bps 127bps Calculated based on adjusted GAAP earnings before tax multiplied by Osprey hypothetical marginal corporate tax rate of ~30% Source: Osprey management. Note: Credit Suisse does not provide any tax advice. Confidential “GAAP” denotes Generally Accepted Accounting Principles and “DTA” denotes Deferred Tax Assets. (1) Estimated advisor fees do not include advisor fees contingent upon consummation of GSO/First Eagle transaction. (2) Includes hypothetical net deferred tax asset write-off as a permanent difference between GAAP book income and taxable income. 14 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) 2 Hypothetical Osprey standalone financial summary sensitivity (cont’d) FY’17E – FY’20E per Osprey management as of November 2017 Fiscal year ending 12/31 ($ in millions) 2017E 2018E 2019E 2020E Adjusted distributed cash flow 6mo. 17E 2018E 2019E 2020E Current Osprey management distributed cash flow (1) $1(3) $53 $3 $3 (–) Estimated after-tax advisor fees (legal and financial) (2) – (4) – – (–) Transaction termination fee – (11) – – (+) Implied incremental dividends (50% payout ratio) – – 3 4 Adjusted distributed cash flow $1 $39 $6 $7 Current Osprey management distributed cash flow 1 53 3 3 Implied variance in Osprey distributed cash flow – ($14) $3 $4 Source: Osprey management. Note: Credit Suisse does not provide any tax advice. Confidential (1) Includes share repurchases and ordinary dividends. (2) Estimated advisor fees do not include advisor fees contingent upon consummation of GSO/First Eagle transaction. (3) Excludes $3.0 million cash used to repurchase shares net of cash proceeds received from exercise of options settled during 7/1/17 – 10/16/17. 15 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Hypothetical Osprey warrant adjustment for incremental dividends Per Osprey management as of November 2017 Selected commentary Based on indenture for FSIC warrants outstanding 12.0 million warrants outstanding with exercise price of $12.62 Reflects adjustment to number of warrants outstanding and exercise price of outstanding warrants based on distributions made to Osprey stockholders Outstanding FSIC warrants reconciliation ($ in millions) 2017E 2018E 2019E 2020E Number of common shares outstanding prior to distribution 41.528 37.220 37.470 37.701 Exercise price per share $12.62 $12.54 $12.45 $12.30 Product $524 $467 $467 $464 (–) Cash dividends to be distributed per Osprey standalone model(1) (3.4) (3.2) (3.0) (3.0) (–) Implied incremental dividends (50% payout ratio)(2) – – (2.9) (3.8) Numerator $521 $464 $461 $457 Denominator 41.528 37.220 37.470 37.701 Revised exercise price $12.54 $12.45 $12.30 $12.12 Number of warrants: # of shares in warrant 1.00 1.00 1.00 1.00 Exercise price $12.62 $12.54 $12.45 $12.30 Product $12.62 $12.54 $12.45 $12.30 Numerator $12.62 $12.54 $12.45 $12.30 Denominator $12.54 $12.45 $12.30 $12.12 Revised number of underlying shares per warrant 1.01 1.01 1.01 1.01 Original number of warrants (millions) 12.000 12.077 12.161 12.316 Effective number of warrants (millions) 12.077 12.161 12.316 12.500 Source: Osprey public filings and Osprey management. (1) $0.02 per share. Confidential (2) Additional distributable income based on 50% payout ratio. 16 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Osprey standalone financial summary FY’14A – FY’20E per Osprey management as of September 2017 Fiscal year ending 12/31 ($ in millions except per share amounts) 2014A 2015A 2016A 2017E 2018E 2019E 2020E Selected metrics Total origination volume $1,789 $3,058 $1,874 $1,646 $2,175 $2,584 $2,721 Ending period AUM $3,381 $6,949 $6,740 $7,158 $7,830 $8,349 $9,247 Portfolio yield as % of avg loans 6.09% 6.27% 6.46% 6.40% 6.77% 7.10% 7.37% Net charge-offs / gross loans (excl. loans held for sale) 1.1% 0.1% 1.0% 0.5% 0.8% 0.6% 0.7% Run-off rate (% of BoP loans) 46.0% 45.0% 31.0% 35.0% 35.0% 35.0% 35.0% Net interest margin 3.17% 2.39% 2.19% 1.57% 1.86% 1.97% 2.88% Average interest-earning assets $2,505 $3,239 $4,050 $3,822 $3,629 $3,031 $2,504 Asset management income (% of avg. off B/S AuM) 0.21% 0.34% 0.43% 0.45% 0.47% 0.53% 0.55% Operating expenses / end of period AuM 1.36% 0.76% 1.00% 0.64% 0.63% 0.60% 0.56% Pre-tax ROAE 2.7% 4.4% 7.4% 4.3% 7.7% 8.1% 10.1% After-tax ROAE 1.7% 2.6% 4.3% 2.5% 4.5% 4.8% 6.0% Leverage (debt / equity) 3.3x 5.1x 5.1x 4.8x 4.5x 3.0x 2.6x Selected balance sheet items Net loans (including loans held for sale) $2,506 $3,613 $3,383 $3,522 $3,274 $2,467 $2,381 Unrestricted cash 33 36 154 82 24 24 25 Total assets 2,811 4,051 4,041 3,838 3,508 2,661 2,570 Corporate debt (net of financing fees)(1) 238 372 374 376 80 – – Total debt (net of financing fees, debt discount, and OID) 2,134 3,332 3,311 3,141 2,835 1,958 1,825 Tangible book value 641 641 629 627 608 641 683 Book value 641 659 647 651 630 661 702 Basic shares outstanding (mm) 46.6 46.5 42.8 41.5 37.2 37.5 37.7 Book value per share $13.75 $14.17 $15.12 $15.68 $16.94 $17.65 $18.62 Selected income statement items Interest income $136 $202 $251 $228 $238 $209 $179 Interest expense (58) (121) (161) (169) (171) (149) (107) Net interest income $78 $81 $89 $59 $67 $60 $72 Provision for credit losses (27) (18) (28) (13) (9) (4) (8) Net interest income after credit losses $51 $62 $62 $46 $59 $55 $64 Asset management income 1 7 13 15 19 27 35 Other non-interest income / (expense) 10 12 41 12 21 20 21 Total operating expenses (45) (52) (67) (46) (49) (50) (51) Earnings before tax $17 $29 $49 $28 $49 $53 $69 Net income $11 $17 $28 $16 $29 $31 $41 Diluted EPS $0.21 $0.35 $0.61 $0.39 $0.73 $0.83 $1.07 Selected cash flow items Distributed cash flow(2) $35 $17 $43 $21 $53 $3 $3 Source: Osprey public filings and Osprey management as of September 2017. (1) Includes senior unsecured notes net of capitalized financing fees. Confidential (2) Includes share repurchases and ordinary dividends. 17 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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CREDIT SUISSE DOES NOT PROVIDE ANY TAX ADVICE MATERIALS ARE PRELIMINARY AND SUBJECT TO FURTHER CHANGE AND DEVELOPMENTS (WHICH MAY BE MATERIAL) Osprey warrant adjustment for dividends Per Osprey management as of September 2017 Selected commentary Based on indenture for FSIC warrants outstanding 12.0 million warrants outstanding with exercise price of $12.62 Reflects adjustment to number of warrants outstanding and exercise price of outstanding warrants based on distributions made to Osprey stockholders Outstanding FSIC warrants reconciliation ($ in millions) 2017E 2018E 2019E 2020E Number of common shares outstanding prior to distribution 41.528 37.220 37.470 37.701 Exercise price per share $12.62 $12.54 $12.45 $12.37 Product $524 $467 $467 $467 (–) Cash dividends to be distributed per Osprey standalone model(1) (3.4) (3.2) (3.0) (3.0) Numerator $521 $464 $464 $464 Denominator 41.528 37.220 37.470 37.701 Revised exercise price $12.54 $12.45 $12.37 $12.29 Number of warrants: # of shares in warrant 1.00 1.00 1.00 1.00 Exercise price $12.62 $12.54 $12.45 $12.37 Product $12.62 $12.54 $12.45 $12.37 Numerator $12.62 $12.54 $12.45 $12.37 Denominator $12.54 $12.45 $12.37 $12.29 Revised number of underlying shares per warrant 1.01 1.01 1.01 1.01 Original number of warrants (millions) 12.000 12.077 12.161 12.239 Effective number of warrants (millions) 12.077 12.161 12.239 12.319 Source: Osprey public filings and Osprey management. (1) $0.02 per share. Confidential 18 © Credit Suisse Group AG and/or its affiliates. All rights reserved.


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