EX-99.(C)(3) 5 a2213520zex-99_c3.htm EX-99.(C)(3)

Exhibit (c)-(3)

 

www.HL.com U.S. 800.788.5300 Europe +44.20.7839.3355 Hong Kong +852.3551.2300 Japan +81.3.4577.6000 Los Angeles • New York • Chicago • San Francisco • Minneapolis • Washington, D.C. • Dallas • Atlanta • London • Paris • Frankfurt • Hong Kong • Tokyo • Beijing Update Discussion Materials for the Special Committee of WSP Holdings Ltd. April 25, 2012 Preliminary and for Discussion Purposes Only

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only Table of Contents Page HDS Proposal Update 2 Preliminary Financial Considerations 7 1 Update Discussion Materials for the Special Committee of WSP Holdings Ltd.

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only HDS Proposal Update

 


 

Privileged and Confidential - Preliminary and for Discussion Purposes Only Revised Transaction Value Overview HDS Proposal Update 3 Summary of Revised HDS Proposal Transaction Value (dollars and ADS in millions, except per ADS amounts) Implied Premiums to Historical Stock Trading Prices Notes: 1. Based on 20.4 million outstanding ADSs per WSP public filings as of 9/30/2011 adjusted for 5:1 reverse split on 2/15/2012 2.Per WSP public filings as of 12/31/2011; cash does not include restricted cash required for working capital purposes (issuance of bank acceptance notes to suppliers) 3. LTM revenue per WSP public filings as of 12/31/2011; NFY and NFY+1 revenue figures per Company management projections 4. Date of public announcement by Company of formation of special committee to evaluate HDS’s proposal 5. ADS prices per Capital IQ, adjusted for 5:1 reverse split on 2/15/2012 (dollars and ADS in millions, except per ADS values) Implied Values Security ADS Revised HDS Outstanding1 Proposal ADS 20.4 $3.20 Implied Common Equity $65.4 Adjustments: Debt(2) 852.9 Cash(2) (27.7) Minority Interest (2.5) Implied Enterprise Value 888.1 Implied Transaction Multiples Revenue(3) Implied Multiple LTM 12/31/2011 1.29x NFY 2012 1.07x NFY+1 2013 0.93x Trading Period Prior to Announcement 12/13/11 (4) Current 4/24/2012 1 Day 5 Day Average 10 Day Average 1 Month Average 3 Month Average 6 Month Average 1 Year Average 52 Week High 04/15/2011 52 Week Low 10/04/2011 IPO 12/06/2007 Closing ADS Price(s) Implied Premium of Revised HDS Proposed Price over Average Closing ADS Price $1.17 173.5% $2.00 60.0% $2.24 42.9% $2.13 50.6% $2.06 55.1% $2.14 49.8% $2.75 16.5% $4.59 -30.3% $8.16 -60.8% $1.30 146.2% $42.50 -92.5%

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only Relative Stock Performance HDS Proposal Update 5 Indexed Stock Price Performance Since WSP IPO Source: Capital IQ Note: 1. Halter USX China Index is comprised of companies whose common stock is publicly traded in the United States and the majority of whose business is conducted within the People's Republic of China 2. Selected companies include TenarisSA, VallourecSA, OAO TMK, JindalSaw Ltd., ShengliOil & Gas Pipe Holdings Limited, Shandong MolongPetroleum Machinery Co. Ltd., and Anhui TiandaOil Pipe Co. Ltd. 4/24/12 Relative Stock Performance (WSP IPO to 4/24/2012): S&P 500 Index: -9.3% Halter USX China Index1: -41.4% Selected Companies2: -50.9% WSP: -97.2%

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only WSP Ownership Summary HDS Proposal Update 6 Source: Shareholding information per Capital IQ Notes: 1. Based on 20.4 million outstanding ADSs per WSP public filings as of 9/30/2011 adjusted for 5:1 reverse split on 2/15/2012 2. Total Public Holdings denotes shares not owned by insiders

 


 

Privileged and Confidential - Preliminary and for Discussion Purposes Only (in millions) Currenrt ADS Holdings Insiders Holdings Insiders: Piao, Longhua (Chairman and CEO) Total Insider Holdings Public Holdings Top Institutional Holders: UMW Holdings Oaktree Captial Management Total Top Institutional Holders Other Public Shareholders Total Public Holdings2 ADS Outstanding1 No. of ADS Held1 Owenership % 1 10.4 10.4 4.6 1.4 6.0 4.0 10.0 20.4 50.9% 50.9% 22.5% 6.9% 29.4% 19.7% 49.1% 100.0% Shareholding information per Capital IQ Notes: 1. Based on 20.4 million outstanding ADSs per WSP public filings as of 9/30/2011 adjusted for 5:1 reverse split on 2/15/2012 2. Total Public Holdings denotes shares not owned by insiders

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only Historical and Projected Financials Preliminary Financial Considerations 8 Source: Historical financials per WSP public filings; projected financials per Company management Notes: 1. CAGR refers to Compound Annual Growth Rate. 2. Depreciation and amortization expense is not available per 2011 result press release and is estimated based on 2010 depreciation and amortization as a percent of revenue. 3. Impairment of long-lived assets of $17.1 million in 2010. NMF refers to not meaningful Privileged and Confidential -Preliminary and for Discussion Purposes Only Selected Companies1 Preliminary Financial Considerations 9 Source: Trading information per Capital IQ Notes: 1. No company used in this analysis for comparative purposes is identical to the Company 2. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests –cash and cash equivalents 3. Based on closing prices as of 4/24/2012 4. Calculated based on number of common shares outstanding as of the latest available Company filing 5. LTM refers to the most recently completed twelve-month period for which financial information has been made public 6. NFY refers to the next fiscal year for which financial information has not been made public 7. NFY +1 refers to the fiscal year following NFY 8. Multiples based on forward looking financial information may have been calendarizedto the Company’s fiscal year end of 12/31 9. Company NFY and NFY + 1 revenue based on non-public Company management projections NA refers to not available

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only Selected Transactions -Manufacturers of Tubular Goods Used in Energy Sector1 Preliminary Financial Considerations 10 Source: Capital IQ Notes: 1. No transaction used in this analysis for comparative purposes is identical to the HDS proposal 2. Transaction Value refers to the implied enterprise value of the target company, based on the announced transaction equity price and other public information available at time of announcement 3. Based on reported metric for the most recent LTM period prior to announcement of transaction NA refers to not available Privileged and Confidential -Preliminary and for Discussion Purposes Only Selected Transactions -Manufacturers of Non- Tubular Goods Equipment Used in Energy Sector1 Preliminary Financial Considerations 11 Source: Capital IQ Notes: 1. No transaction used in this analysis for comparative purposes is identical to the HDS proposal 2. Transaction Value refers to the implied enterprise value of the target company, based on the announced transaction equity price and other public information available at time of announcement 3. Based on reported metric for the most recent LTM period prior to announcement of transaction NA refers to not available *Excluded as outlier from high, low, mean and median data Privileged and Confidential -Preliminary and for Discussion Purposes Only Implied Premiums Paid in Selected Going Private Transactions Involving US-Listed Chinese Companies Preliminary Financial Considerations 12 Source: Capital IQ and Public Filings Notes: 1. Financial information regarding the transaction has not been disclosed NA refers to not available (US$ in millions) Historical Fiscal Year Ended December Projected Fiscal Year Ended December 31, 2009A 2010A 2011A 2012E 2013E 2014E 2015E ‘Reported Revenue $577.0 $470.5 $686.1 $830.7 $953.1 $1,083.5 $1,225.4 Revenue Growth % -36.7% -18.5% 45.8% 21.1% 14.7% 13.7% 13.1 % Cost of Goods Sold (496.7) (467.4) (637.6) (712.2) (817.1) (929.9) (1,051.5) Gross Profit $80.4 $3.1 $48.5 $118.5 $136.0 $153.6 $173.9 Gross Margin % 13.9% 0.7% 7.1 % 14.3% 14.3% 14.2% 14.2% Selling, General & Administrative Expenses (63.0) (87.8) (96.3) (72.2) (72.2) (72.2) (72.2) Other Operating Expenses 2.6 2.9 2.8 (2.9) (2.9) (2.9) (2.9) Depreciation & Amortization(2) 29.6 34.3 50.0 53.1 59.8 59.8 59.8 Total Adjustments’ 0.0 17.1 0.0 0.0 0.0 0.0 0.0 ‘Adjusted EBITDA $49.5 ($30.6) $5.0 $96.5 $120.7 $138.3 $158.6 EBITDA Margin % 8.6% -6.5% 0.7% 11.6% 12.7% 12.8% 12.9% Depreciation & Amortization (29.6) (34.3) (50.0) (53.1) (59.8) (59.8) (59.8) ‘Adjusted EBIT $19.9 ($64.8) ($45.0) $43.3 $60.8 $78.5 $98.7 EBIT Margin % .3.5% -13.8% -6.6% 5.2% 6.4% 7.2% 8.1% Interest Expense, net (17.0) (26.0) (30.6) (88.1) (85.7) (82.5) (76.2) Adjusted Pre-tax Income $2.9 ($90.9) ($75.6) ($44.8) ($24.9) ($4.1) $22.6 Taxes @ 15.0% (0.4) 13.6 11.3 6.7 3.7 0.6 (3.4) ‘Adjusted Net Income $2.5 ($77.2) ($64.2) ($38.1) ($21.2) ($3.4) $19.2 Net Income Margin % 0.4”/, -16.4% -9.4% -4.6% -2.2% -0.3% 1.6% Additional Financial Information Capital Expenditures $132.8 $139.3 $93.4 $50.0 $30.0 $30.0 $30.0 $30.0 Capex as a % of Sales 23.0% 29.6% 1.3.6% 6.0% 13% 2.8% 2.4% 2.2% Historical financials per WSP public filings; projected financials per Company management Notes: 1. CAGR refers to Compound Annual Growth Rate. 2. Depreciation and amortization expense is not available per 2011 result press release and is estimated based on 2010 depreciation and amortization as a percent of revenue. 3. Impairment of long-lived assets of $17.1 million in 2010. NMF refers to not meaningful 2016E 11.9% (1,17598) $195.0 14.2% (72.2) (2.9) 59.8 0.0 $179.8 13.1% (59.8) $119.9 8.7% (71.4) $48.5 (7.3) $41.2 3.0% CAGR1 2011A - 2016 14.8% 104.6% NMF

 


 

 (US$ millions, except exchange rate and per ADS amounts) Stock Exchange Trading Currency Exchange Rate to USD Share Price Equity Market Value3,(4) Enterprise Implied Enterprise Value(2) to Revenue Multiple Value3,(4) LTM NFY 2012(6)’(8) NFY+1 2013(7),(8) Tenaris SA BIT EUR 0.76 $17.80 $21,017.8 $21,360.9 2.14x 1.89x 1.73x Vallourec SA ENXTPA EUR 0.76 57.13 6,937.4 9,015.6 1.29x 1.17x 1.05x OAO TMK MICEX RUB 29.34 3.07 2,654.0 6,306.6 0.93x 0.93x 0.87x Jindal Saw Ltd. BSE INR 52.67 3.01 831.3 1,230.0 1.34x 1.03x 0.84x Shengli Oil & Gas Pipe Holdings Limited SEHK HKD 7.76 0.12 287.7 345.2 1.20x 0.50x 0.38x Shandong Molong Petroleum Machinery Co. Ltd. SEHK HKD 7.76 0.76 301.2 357.5 0.82x 0.57x 0.56x Anhui Tianda Oil Pipe Co. Ltd. SEHK HKD 7.76 0.18 184.4 199.4 0.28x 0.25x 0.24x Low 0.28x 0.25x 0.24x High 2.14x 1.89x 1.73x Median 1.20x 0.93x 0.84x Mean 1.14x 0.91x 0.81x WSP (Current Trading) $1.17 $23.9 $846.6 1.23x 1.02x 0.89x WSP (Implied Revised HDS Proposal)9 3.20 65.4 888.1 1.29x 1.07x 0.93x Source: Trading information per Capital IQ Notes: 1. No company used in this analysis for comparative purposes is identical to the Company 2. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests –cash and cash equivalents 3. Based on closing prices as of 4/24/2012 4. Calculated based on number of common shares outstanding as of the latest available Company filing 5. LTM refers to the most recently completed twelve-month period for which financial information has been made public 6. NFY refers to the next fiscal year for which financial information has not been made public 7. NFY +1 refers to the fiscal year following NFY 8. Multiples based on forward looking financial information may have been calendarizedto the Company’s fiscal year end of 12/31 9. Company NFY and NFY + 1 revenue based on non-public Company management projections NA refers to not available

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only Selected Transactions -Manufacturers of Tubular Goods Used in Energy Sector1 Preliminary Financial Considerations 10 Source: Capital IQ Notes: 1. No transaction used in this analysis for comparative purposes is identical to the HDS proposal 2. Transaction Value refers to the implied enterprise value of the target company, based on the announced transaction equity price and other public information available at time of announcement 3. Based on reported metric for the most recent LTM period prior to announcement of transaction NA refers to not available (dollars in millions) Announced Effective Target Acquiror Transaction Value(2) Percentage Sought Implied Transaction Value/ Revenue(3) Multiple 01/31/2012 NA Sobena Offshore Inc. Sdn Bhd Marubeni-Itochu Tubulars Asia Pte Ltd; Hendroff Holdings $9.0 51.0% 1.33x Sdn. Bhd. 12/20/2011 03/30/2012 Lakeside Steel, Inc. JMC Steel Group, Inc. 96.6 100.0% 0.45x 02/03/2011 NA Sumitomo Metal Industries Ltd. Nippon Steel Corp. 25,177.8 90.3% 1.46x 04/19/2010 06/14/2010 OCI Energy Sdn Bhd Daya Materials Bhd 8.8 100.0% 0.85x 02/27/2009 04/28/2009 PT. Seamless Pipe Indonesia Jaya Tenaris SA 79.7 77.5% 0.57x Tubular Low $8.8 0.45x High $25,177.8 1.46x Median $79.7 0.85x Mean $5,074.4 0.93x Implied Revised HDS Proposal $888.1 49.1% 1.29x

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only Implied Premiums Paid in Selected Going Private Transactions Involving US-Listed Chinese Companies Preliminary Financial Considerations 11 Source: Capital IQ Notes: 1. No transaction used in this analysis for comparative purposes is identical to the HDS proposal 2. Transaction Value refers to the implied enterprise value of the target company, based on the announced transaction equity price and other public information available at time of announcement 3. Based on reported metric for the most recent LTM period prior to announcement of transaction NA refers to not available *Excluded as outlier from high, low, mean and median data (dollars in millions) Announced Effective Target Acquiror Transaction Value2 Percentage Sought Implied Transaction Value/ Revenue(3) Multiple 02/20/2012 NA Flint Energy Services Ltd. URS Corporation $1,471.0 100.0% 0.90x 11/23/2011 12/14/2011 Seaboard International, Inc. The Weir Group PLC 678.0 100.0% 7.01x 10/28/2011 10/28/2011 Specialty Supply, L.P. Hunting plc 36.0 100.0% 2.03x 07/14/2011 07/14/2011 Canada Tech Corp. Reservoir Group Ltd. 5.0 100.0% 0.45x 07/05/2011 06/30/2011 CRTS, Inc. Insituform Technologies Inc. 39.0 100.0% 2.93x 10/06/2010 01/10/2011 T-3 Energy Services Inc. Robbins & Myers Inc. 417.5 100.0% 2.09x 08/24/2010 08/31/2010 Dresser Oil Tools, Inc. McJunkin Red Man Corporation 9.3 100.0% 0.78x 05/03/2010 12/31/2010 Cuming Corporation Deep Down, Inc. 55.0 100.0% 0.75x 02/21/2010 08/27/2010 Smith International, Inc. Schlumberger Limited 13,658.4 100.0% 1.66x 02/04/2010 NA KNM Group Bhd Goldman Sachs Group, Merchant Banking Division; 1,236.2 NA 2.30x Goldman Sachs Capital Partners VI, L.P.; Mettiz Capital 04/22/2009 06/12/2009 National Coupling Company, Inc. Hunting plc 52.5 100.0% NA Non-Tubular Low $5.0 0.45x High $13,658.4 2.93x Median $55.0 1.66x Mean $1,605.3 1.54x Overall Low $5.0 0.45x (Tubular and Non-tubular) High $25,177.8 2.93x Median $79.7 1.33x Mean $2,570.0 1.34x Implied Revised HDS Proposal $888.1 49.1% 1.29x

 


 

Announced Date Company Name Offer Price (US$) 1 Day Prior 1 Month Prior Offer Premium vs. 3 Month Prior 12 Month Prior 52 Week High Announced $1.65 50.0% 26.9% 33.1% -17.1% -17.1% 04/17/2012 Shcngtai Pharmaceutical Inc. 04/02/2012 Winner Medical Group Inc. 4.30 26.5% 16.2% 66.7% -7.1% -18.9% 03/27/2012 Zhongpin, Inc. 13.50 46.6% 25.6% 55.2% -11.6% -22.0% 03/01/2012 Tibet Pharmaceuticals, Inc. 3.00 78.6% 211.7% 229.7% -39.1% -42.3% 02/24/2012 Gushan Environmental Energy Limited 02/21/2012 China TransInfo Technology Corp. 01/20/2012 AsiaInfo-Linkage, Inc. (1) 1.60 5.65 NA 30.0% 9.7% NA 24.6% 20.0% NA -5.9% 71.7% NA -67.5% 20.5% NA -68.3% 9.1% NA 01/07/2012 Pansoft Company Limited 3.76 88.5% 49.8% 88.9% -6.2% -24.6% 12/28/2011 Fushi Copperweld, Inc. 9.50 26.3% 25.3% 91.5% 6.6% -25.5% 11/23/2011 Andatee China Marine Fuel Services Corporation 4.21 20.6% 57.7% 201.1% -18.2% -27.7% 07/26/2011 China Advanced Construction Materials Closed 2.65 3.15 15.2% 23.0% 47.2% 66.7% -11.7% 47.9% -35.2% -1.6% -50.8% -16.2% 11/14/2011 China GrenTech Corp. Ltd. 10/28/2011 China Real Estate Information Corporation 6.62 22.5% 35.0% 4.5% -32.3% -38.0% 10/15/2011 Shanda Interactive Entertainment Ltd. 41.35 23.5% 20.0% 10.9% 3.5% -23.7% 06/27/2011 Tiens Biotech Group USA Inc. 1.72 67.0% 29.4% 26.5% -6.0% -12.7% 03/25/2011 Funtalk China Holdings Limited 7.20 17.1% 44.0% 34.6% 15.2% -16.4% 03/07/2011 China Fire & Security Group Inc. 9.00 43.8% 52.5% 26.2% -43.0% -43.1% 01/28/2011 China Security & Surveillance Technology Inc. 6.50 33.2% 25.5% 21.5% -12.4% -26.9% 11/11/2010 Chemspec International Limited 8.10 28.2% 30.6% 2.4% 38.7% -4.7% 10/10/2010 Harbin Electric, Inc. 24.00 20.2% 45.5% 37.6% 23.5% -7.7% 04/08/2010 Tongjitang Chinese Medicines 4.50 13.6% 17.8% 21.3% 23.3% -11.8% Closed Mean Median 29.2% 23.3% 36.7% 32.8% 23.3% 23.9% 0.9% 1.0% -20.1% -16.3% Overall Mean Median 16.6% 16.1% 43.6% 30.0% 52.7% 33.8% -8.3% -6.7% -15.4% -12.2% Implied Revised HDS Offer $3.20 60.0% 54.2% 52.4% -39.6% -64.1% Privileged and Confidential -Preliminary and for Discussion Purposes Only Implied Premiums Paid in Selected Going Private Transactions Involving US-Listed Chinese Companies Preliminary Financial Considerations 12 Source: Capital IQ and Public Filings Notes: 1. Financial information regarding the transaction has not been disclosed NA refers to not available

 


 

Privileged and Confidential -Preliminary and for Discussion Purposes Only Disclaimer Preliminary Financial Considerations 13 This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Special Committee of the Board of Directors (the “Committee”) of WSP Holdings Ltd. (“WSP” or the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. 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