EX-99.C.14 14 d798733dex99c14.htm EX-99.C.14 EX-99.C.14

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May 2019 PROJECT BOOTS Special Committee and Board Materials Exhibit (c)(14)


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Summary Transaction Terms 2 SHO Market Data 4 SHO Financial Projections 8 Summary Valuation Analysis 10 Other Analysis 16 TABLE OF CONTENTS


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Based on 22.7M of Common Shares Outstanding. Based on net debt of $118.7M as of end of Q1 2019. SELECTED PROPOSED TRANSACTION TERMS Acquiror Per Share Consideration Go-Shop Period Implied Equity Value (a) Implied Enterprise Value (b) Financing Transform HoldCo LLC Base Merger Consideration of $2.25 in cash, to be increased by the pro rata net proceeds calculated on a fully-diluted basis from a sale of Outlet (if any) to a third party above the Outlet Sale Minimum Proceeds of $97.5M during the Go-Shop Period $51.1M + Net Proceeds from Outlet Sale, if applicable $169.8M + Net Proceeds from Outlet Sale, if applicable Transform to receive an Equity Commitment Letter from ESL Investments in an amount equal to the aggregate Base Merger Consideration to be paid in the merger Immediately following entry into the transaction agreement the Company will launch a broad marketing process for a sale to a third party of the Company’s Outlet Segment The Company will be permitted for 85 days (extendable to 95 days in certain circumstances) following the date of the Transaction Agreement to solicit acquisition proposals in respect of the Outlet Segment and seek to negotiate the terms of an Outlet Sale and enter into definitive transaction documentation with a third party The Company must complete any Outlet Sale with 145 days (extendable to 160 days in specified circumstances) of the date of the Transaction Agreement Transform will have an opportunity to match any third-party proposal equal to or exceeding the Outlet Sale Minimum Proceeds but less than an agreed threshold of $120M


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(a) 0.8M RSUs outstanding, which will accelerate and be paid at merger closing if Outlet Sale occurs. If not, they are paid by Transform on normal schedule post-closing at Base Merger Consideration (subject to potential acceleration for RSUs vesting January 2020 for certain employees, per ongoing discussions). OFFER SUMMARY


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SHO MARKET DATA


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Adjusted to exclude unusual and extraordinary items. LTM figures for the period ended February 2, 2019. Source: May 2019 Management Projections. Assumes 8.0x rent methodology. Shares outstanding as May 3, 2019. Source: Company's Form 10-K for the period ended February 2, 2019. Assumes the treasury stock method with no in-the-money options outstanding. Includes exercisable options held by directors and executive officers. Source: Company's Proxy Statement dated April 19, 2018 and Bloomberg; ESL 13D filed May 14,2019. SUMMARY CAPITALIZATION AND VALUATION [ Update ]


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STOCK PRICE PERFORMANCE – LAST TWELVE MONTHS STOCK PRICE PERFORMANCE – SINCE OCTOBER 12, 2012 SHO SPINOUT Source: Capital IQ as of May 30, 2019. SUMMARY HISTORICAL STOCK PRICE PERFORMANCE $2.20 $2.20 [ Update ]


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RECENT KEY EVENTS Source: Capital IQ as of April 24, 2019. Key events, news and SHC activity KEY EVENTS Source: Capital IQ as of May 30, 2019. SUMMARY HISTORICAL STOCK PRICE PERFORMANCE $2.20 Median: $2.55 (12/5/2016) Overtures by ESL for SHO to participate in SHC Home Services acquisition (08/30/2018) Upbeat preliminary Q2 results (12/07/2018) Q3 results announced with SSS Q decline of (0.2%) (9/6/17) SHO Q2 Results announced (2.1%) SSS (12/01/2018) Q3 results impacted by Hurricanes SSS Q (9.1%) (3/14/17) SHC announces sale of Craftsman brand to Stanley Black & Decker (03/10/17) SHO Q4 Results announced (4.1%) SSS (6/2/17) SHO Q1 Results announced (7.3%) SSS (02/20/2018) Announcement of $40M TL (04/19/2018) Annual results, SSS decline of (12.4%) (01/17/2019) SHC announces that ESL won the bankruptcy court auction (03/29/2019) Q4 results announced with SSS Q decline of (8.5%) (10/15/2018) SHC files for Chapter 11 with the intention to sell the business as a going concern (06/08/2018) Q1 results Announcement that 90-100 stores will be closed (04/08/2019) ESL launches a bid for all SHO shares not already owned for $2.25 per share [ Update ]


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SHO FINANCIAL PROJECTIONS


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Source: May 2019 Management Plan. PROJECTED FINANCIAL PERFORMANCE Financial Data as of Financial Year End (1/31) [ Add 2022 ]


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SUMMARY VALUATION ANALYSIS


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Notes: All methodologies assume an actual net debt of $118.7M as of end of Q1 2019. Excludes valuation analysis on a liquidation of Hometown scenario. The Special Committee (as defined below) has also directed us, and we have assumed for purposes hereof, that the Company is prevented from undertaking any transaction contemplated by the Management Liquidation Plan or any other strategic or financial transaction alternative that is not in accordance with the Company’s organizational documents, including, without limitation, Section 2.10 of the Bylaws. We express no opinion with respect to the values that might have been obtained for the Company or its assets in any merger or business combination with any other party or in any other strategic or financial transaction, including, without limitation, any transaction contemplated by the Management Liquidation Plan. SUMMARY VALUATION OVERVIEW $2.25 Base Merger Consideration from Transform [ Update ] (for illustrative purposes only)


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Implied valuation based on selected public companies and precedent transactions Note: LTM EBITDA reflects fiscal 2018 actuals for the period ended February 2, 2019.. Equity value based on actual net debt of $118.7M as of end of Q1 2019. COMPARABLE COMPANIES AND TRANSACTIONS [ Update ]


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Source: Company filings, Capital IQ and other publicly available sources. Note: CAGRs (Compound Annual Growth Rates) and Averages are for the last three completed fiscal years for each company. All operating data has been adjusted to exclude unusual and extraordinary items. LTM EBITDA reflects fiscal 2018 actuals for the period ended February 2, 2019. (a) Source of projected EPS, EBITDA and growth rate estimates: Thomson Reuters median estimate of Wall Street analysts as of May 30, 2019. (b) Enterprise value represents equity value plus book values of total debt, preferred stock and minority interest less cash. SELECTED PUBLIC COMPANIES [ Update ]


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Source: SEC filings and other publicly available data. (a) EBITDA multiple assumes 50% of corporate overhead and D&A attributed to retail segment. (b) Investor Presentation dated October 16, 2013. (c) Based on sales of $315mm for the FY ended Jan. 28, 2012 per Moody's Investors Service. PRECEDENT HARDLINES TRANSACTIONS


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DISCOUNTED CASH FLOW ANALYSIS Notes: Net debt is as of end of Q1 2019. Not including the potential impact of NOLs. DISCOUNTED CASH FLOW ANALYSIS [ Update for 2022 ]


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OTHER ANALYSES


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Source: Factset. PREMIUMS PAID ANALYSIS SUMMARY


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(a) Assumes book value of debt approximates market value. (b) Source: Capital IQ 5-year adjusted weekly beta as reported on May 24, 2019. (c) Unlevered Beta = Levered Beta / {1+(Debt/Market Equity)*(1-Tax Rate)}. (d) 10-year Treasury Note yield as of May 30, 2019. (e) Source: Duff & Phelps 2018 Valuation Handbook. (f) Size premium of 3.39% for companies with market capitalizations between 2.5mm and 727.8mm (g) Marginal tax rate based on PJ Solomon assumption. (h) Relevered Beta = Unlevered Beta * {1+(Debt/Equity)*(1-Tax Rate)}. (i) Cost of Equity = Risk Free Rate + (Relevered Beta * Market Risk Premium) + Size Premium. (j) Median Unlevered Beta of Comps. . WEIGHTED AVERAGE COST OF CAPITAL [ Update ]


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This presentation has been prepared by PJ Solomon Securities, LLC (together with its affiliates, “SOLOMON”), in its capacity as financial advisor to the special committee (the “Committee”) of the board of directors of Sears Hometown & Outlet Stores, Inc. (the “Company”), for the exclusive use of the Committee and the board of directors of the Company (the “Board”), each in their respective capacities as such, solely in connection with the Committee’s and Board’s consideration of the potential transaction referenced herein. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by SOLOMON. This presentation is based on materials and information available from publicly available sources or supplied (whether orally or in writing) by or at the request of the Company or its representatives. SOLOMON has assumed and relied upon the accuracy and completeness of such information and does not assume any responsibility for independent verification of such information. This presentation includes certain statements, estimates and projections provided by the Company and selected public sources with respect to the historical and anticipated future performance of the Company. Such statements, estimates and projections contain or are based on significant assumptions and subjective judgments made by management of the Company and such public sources. For the purposes of this presentation and the opinion being issued by SOLOMON, SOLOMON has assumed the reasonableness, accuracy and completeness of all such information, including, with respect to any Company projections, that such projections have been reasonably prepared on bases reflecting the best currently available estimates and judgments of management of the Company as to the future financial performance of the Company. SOLOMON assumes no responsibility for, and expresses no view as to, any such forecasts or the assumptions on which they are based. These assumptions and judgments may or may not be correct, and there can be no assurance that any projected results are attainable or will be realized. SOLOMON has not attempted to verify any such statements, estimates and projections, and as such SOLOMON makes no representation or warranty as to, and assumes no responsibility for, their accuracy or completeness and for the effect which any such inaccuracy or incompleteness may have on the results or judgments contained in this presentation. This presentation is not intended to provide the sole basis for any decision on a transaction and does not represent a fairness opinion, recommendation, valuation or opinion of any kind with respect to any transaction. The financial analysis in this presentation is complex and not susceptible to partial analysis or summary descriptions. SOLOMON has viewed the results of the analysis as a whole, and has not necessarily attributed any particular weight to any specific portion of the analysis considered. Viewing any individual portion or portions of the analysis without considering the analysis as a whole would create an incomplete view of SOLOMON’s financial analysis. Except where otherwise indicated, this analysis speaks as of the date hereof. Under no circumstances should the delivery of this document imply that the analysis would be the same if made as of any other date. This presentation and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies. SOLOMON does not provide legal, regulatory, accounting or tax advice. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this presentation. This presentation is not a research report and was not prepared by the research department of SOLOMON or any of its affiliates. SOLOMON expresses no view or opinion as to the price or range of prices at which the shares of common stock or other securities of the Company may trade at any time, including, without limitation, subsequent to the announcement or consummation of any transaction with Buyer. SOLOMON provides mergers and acquisitions, restructuring and other advisory services to clients. At any given time, SOLOMON or its affiliates may be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in connection with matters unrelated to any transaction. As a result, it is possible that SOLOMON or its affiliates may from time to time be involved in one or more capacities that, directly or indirectly, may be or may be perceived as being adverse to the Company’s interests. Moreover, SOLOMON or its affiliates may, in the course of other client relationships, have or in the future acquire information material to the Company’s interests which, by virtue of such other client relationships, SOLOMON or its affiliates are or will not be at liberty to disclose to the Company. SOLOMON is an affiliate of Natixis, which engages globally in a wide variety of financing, commodities, derivatives, commercial banking, investment banking, securities trading and brokerage activities, asset management and financial advisory services. In the ordinary course of its activities Natixis may at any time (i) be in possession of non-public information that it does not disclose to the Company and (ii) hold long or short positions, or trade or otherwise effect transactions, for its own account or customer accounts, in the debt or equity of (or other financial instruments relating to) persons or entities that may be involved or otherwise have interests in a transaction involving the Company or may provide investment banking and other services or financing to such persons or entities. The Company further understands and agrees that Natixis may exercise voting power or other types of discretion over loans or securities of (or other financial instruments relating to) persons or entities that may be involved in a transaction involving the Company and that Natixis may exercise such powers or discretion and otherwise perform its functions in connection with any fiduciary and other relationships without regard to its relationship to the Company. THIS PRESENTATION IS FOR THE INFORMATION AND ASSISTANCE OF THE COMMITTEE AND THE BOARD, EACH IN THEIR RESPECTIVE CAPACITIES AS SUCH. IT IS NOT INTENDED TO BE USED OR RELIED UPON, AND SHOULD NOT AND CANNOT BE USED OR RELIED UPON, BY ANY OTHER PERSON. THIS PRESENTATION IS CONFIDENTIAL AND SHOULD NOT, WITHOUT PRIOR WRITTEN CONSENT OF SOLOMON, BE COPIED OR MADE AVAILABLE TO ANY PERSONOTHER THAN THE COMMITTEE AND THE BOARD. NOTWITHSTANDING ANYTHING THAT MAY APPEAR HEREIN OR IN OTHER MATERIALS TO THE CONTRARY, THE COMPANY SHALL BE PERMITTEDTO DISCLOSE THE TAX TREATMENT AND TAX STRUCTURE OF A TRANSACTION (INCLUDING ANY MATERIALS, OPINIONS OR ANALYSES RELATING TO SUCH TAX TREATMENT OR TAX STRUCTURE, BUT WITHOUT DISCLOSURE OF IDENTIFYING INFORMATION OR, EXCEPT TO THE EXTENT RELATING TO SUCH TAX STRUCTURE OR TAX TREATMENT, ANY NONPUBLIC COMMERCIAL OR FINANCIAL INFORMATION) ON AND AFTER THE EARLIEST TO OCCUR OF THE DATE OF (I) PUBLIC ANNOUNCEMENT OF DISCUSSIONS RELATING TO SUCH TRANSACTION, (II) PUBLIC ANNOUNCEMENT OF SUCH TRANSACTION OR (III) EXECUTION OF A DEFINITIVE AGREEMENT (WITH OR WITHOUT CONDITIONS) TO ENTER INTO SUCH TRANSACTION; PROVIDED, HOWEVER, THAT IF SUCH TRANSACTION IS NOT CONSUMMATED FOR ANY REASON, THE PROVISIONS OF THIS SENTENCE SHALL CEASE TO APPLY. 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