EX-99.2 4 d502503dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

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NASDAQ: SAEX DISCUSSION MATERIALS S T R I C T L Y P R I V I L E G E D & C O N F I D E N T I A L – S U B J E C T T O F R E 4 0 8


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Summary of Exchange Offer DRAFT—For Discussion Purposes Only Transaction Summary Pro Forma Capital Structure nd ($ in Thousands) Transaction Pro Forma • Exchange $50mm of 2 Lien to SAE Equity representing 54.9% of shares outstanding Opening Adjustments for Exchange nd New Credit Facility 5,000—5,000 • Exchange $35mm of 2 Lien into $35mm of Preferred Equity – Preferred Equity has 8% PIK which turns cash-pay when Amended Term Loan 29,995—29,995 trailing twelve month free cash flow exceeds $15mm Second Lien Notes 84,689 (84,689)— – Upon full repayment, Preferred Equity receives an additional 20% of SAE Equity Senior Secured Notes 1,839—1,839 – In the event of a partial repayment, the unpaid portion of the Preferred Equity will convert into Equity at a Total Debt 121,523 36,834 $91mm valuation plus 20% of SAE Equity Preferred Equity—34,689 34,689 – Mandatory conversion upon M&A, Change-in-Control and other standard triggers Common Equity 24,578 50,000 74,578 – Standard anti-dilution provisions will apply Total Equity 24,578 109,267 ïƒ~ As of October 20th, over 63% of Noteholders have agreed to this transaction, subject to final documentation NASDAQ: SAEX Strictly privileged & Confidential – Subject to FRE 408 1