EX-99.2 3 d800592dex992.htm EX-99.2 EX-99.2
Becoming a leader in the North
American Body-in-White market
Constellium reaches agreement
for the acquisition of Wise Metals
October 3, 2014
1
Exhibit 99.2

This
presentation
contains
“forward-looking
statements”
with
respect
to
our
business,
results
of
operations
and
financial
condition,
and
our
expectations or beliefs concerning future events and conditions.
You can identify certain forward-looking statements because they contain words such
as,
but
not
limited
to,
“believes,”
“expects,”
“may,”
“should,”
“approximately,”
“anticipates,”
“estimates,”
“intends,”
“plans,”
“targets,”
“likely,”
“will,”
“would,”
“could”
and
similar
expressions
(or
the
negative
of
these
terminologies
or
expressions).
All
forward-looking
statements
involve
risks
and
uncertainties. Many risks and uncertainties are inherent in our industry and markets. Others are more specific to our business and operations. The
occurrence of the events described and the achievement of the expected results depend on many events, some or all of which are not predictable or
within our control. Actual results may differ materially from the forward-looking statements contained in this presentation.
These forward-looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested
by
the
forward-looking
statements.
These
risks
and
uncertainties
include,
but
are
not
limited
to,
the
risk
that
the
closing
conditions
will
not
be
satisfied
in a timely manner or at all; the ability of Constellium and Wise Metals Group to achieve expected synergies and the timing thereof; the risk that the
businesses will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected; Constellium’s
increased levels of indebtedness as a result of the proposed transaction, which could limit Constellium’s operating flexibility and opportunities;
Constellium’s inability to complete the anticipated financing as contemplated prior to the commitment letter or otherwise secure favorable terms for
such
financing;
failure
to
receive,
delays
in
the
receipt
of
or
unacceptable
or
burdensome
conditions
imposed
in
connection
with
any
required
regulatory approvals and the satisfaction of the closing conditions to the transaction; the potential failure to retain key employees as a result of the
proposed transaction or during the integration of the business, the loss of customers, suppliers and other business relationships as a result of the
transaction;
disruptions
to
business
operations
resulting
from
the
proposed
transaction;
slower
or
lower
than
expected
growth
in
the
North
American
market
for
Body-in-White
aluminium
rolled
products
and
other
risk
factors
set
forth
under
the
heading
“Risk
Factors”
in
our
Annual
Report
on
Form
20-
F, and as described from time to time in subsequent reports filed with the U.S. Securities and Exchange Commission.  Moreover, we caution you not to
place undue reliance on these forward-looking statements, which speak only as of the date they were made. We do not undertake any obligation to
publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date of the offering memorandum or to
reflect the occurrence of unanticipated events.
This presentation contains the terms Adjusted EBITDA, Adjusted EBITDA per metric ton and Net Debt, which are supplemental measures not required
by, or presented in accordance with, accounting principals generally accepted under IFRS as issued by IASB (“GAAP”). Adjusted EBITDA, Adjusted
EBITDA per metric ton and Net Debt are not measurements of financial performance under GAAP and should not be considered as an alternative to
operating
or
net
income
determined
in
accordance
with
GAAP.
These
measures
may
not
be
comparable
to
similarly
titled
measures
of
other
companies. The presentation provides a reconciliation of non-GAAP financial measures to the most directly comparable financial measure. These non-
GAAP financial measures supplement our IFRS disclosures and should not be considered an alternative to the IFRS measures. All references to
“tons”
are metric tons.
This
presentation
is
neither
an
offer
to
sell
nor
a
solicitation
of
an
offer
to
buy
securities.
This presentation contains industry data that we have prepared primarily based on our knowledge of the industry in which we operate. Statements as
to our market position relative to our competitors are based on volume (by metric tons) for the year ended December 31, 2012 or December 31, 2013
and,
unless
otherwise
noted,
internal
analysis
and
estimates
may
not
have
been
verified
by
independent
sources.
2

3
Management Participants
Didier Fontaine
Chief Executive Officer of Constellium
Former Chairman and CEO of FCI (global leading manufacturer of connectors), former
CEO of Wagon, a UK company listed on the LSE, former member of the executive
committee in charge of the aluminum conversion sector at Pechiney, former Chairman
and CEO of Pechiney Rhenalu
Didier Fontaine
Prior to joining Constellium,  Didier served as Executive Vice President, Chief Financial
Officer
and
Information
Technology
Director
at
Plastic
Omnium,
a
worldwide
leading
auto
parts manufacturer listed on Euronext Paris
Chief Financial Officer of Constellium
Pierre Vareille

Transaction Highlights
4
Acquisition of Wise Metals for $1.4 billion
$455 million in cash and $945 million in assumption of debt obligations
In 2015, Wise should generate more than $140 million of EBITDA and $80 million of operating cash flow excluding capex, growing to
a recurring $120 million over the next 5 years
Expected to contribute in excess of $230 million and $370 million of EBITDA in 2020 and 2025, respectively, once capacity expansion
is completed
Financing
Deutsche Bank has provided a committed bridge facility to finance the transaction
Transaction will be funded with a mix of debt and equity
Preserve Constellium’s strong capital structure and liquidity
Constellium has a strong commitment to maintaining a robust credit rating
Strategic rationale
Provides
immediate
access
to
scarce
hot
mill
capacity
with
plans
to
expand
to
serve
the
rapidly
growing
Body-in-White
(“BiW”)
market
Constellium is expected to achieve BiW shipments in 2018 while continuing to produce can sheet
Strong near-term ramp-up in can sheet production with committed long-term contracts creates healthy operating cash flow to
fund the expansion
Significantly increases scale, creating a global leader in its three key end-markets, with expansion upside
Transforms Constellium into a more balanced global portfolio with increased exposure to North America
BiW North America is the fastest growing end market for aluminum
North American BiW market is expected to grow to 1.3 million tons by 2020 and greater than 2.0 million tons by 2025 (from almost
nothing in 2013)
Constellium’s goal is to attain at least a 20% market share by 2025

Acquisition of Wise Metals expands Constellium’s North American
Presence and Accelerates its Body-in-White Growth
5
Provides hot mill
capacity in
North America
Provides platform to accelerate Constellium’s BiW footprint into North America, becoming a top 3
player in this rapidly growing market
Adds
immediate
access
to
450
finished
ktons
of
hot
mill
capacity
with
plans
to
expand
to
over
700
finished ktons
Is one of a few wide hot mills in the United States capable of producing automotive sheet
Significantly
increases scale
Creates
global
aluminum
rolled
products
leader
in
Constellium’s
three
key
end-markets
–
aerospace,
automotive
and
packaging
–
with
expansion
upside
Improves competitive position and allows Constellium to better serve its global customer base
Increases technological capabilities and product development resources, and provides greater
operational flexibility
Globalizes
Constellium’s
portfolio
Transforms Constellium into a more balanced global portfolio
Increases exposure to North America, with 2013 sales in the North American market increasing to
30% pro forma (vs. 14% standalone)
Adds a strong can sheet business in North America that will continue to complement Constellium’s
leading position in Europe

Source:
Company information
* Wise Metals
Wise Metals is a Natural Fit with Constellium’s Asset Portfolio and
Strategy
Wise Metals Overview
2013 shipments breakdown by product
Map of rolling and finishing facilities
Leading aluminum can manufacturing facility based in Muscle
Shoals, Alabama
Robust hot line at Muscle Shoals plant
Sources approximately 75% of its aluminum through captive
recycling operations
North America’s top 3 producer of aluminum can stock for the
beverage industry
~20% market share in North American beverage can sheet 
80% of can business over next four years contracted with key,
investment-grade customers, providing strong cash flow
generation to support company transformation
Muscle Shoals plant ideally located to serve major automotive
manufacturing facilities in the southeastern United States
Reputation of excellent product quality and service to
customers
Single production site with approximately 1,250 employees
6
Solid business with strong growth potential to support global capacity increase and BiW developments
71%
23%
2%
4%
Body stock
End stock
Tab stock
Other
Ravenswood
Bowling Green
Muscle Shoals

Planned Investments at Wise Metals Facility to Expand North American
BiW Operations
7
Constellium
plans
to
invest
approximately
$700
million
-
$750
million
in
Wise
between
2015
and
2022
to
develop
the
plant
$250
million
-
$300
million
in
Wise’s
casthouse
and
hot
line
to
increase
rolling
capacity
from
450
finished
ktons
to
over
700
finished ktons; the incremental capacity is expected to be allocated 70% to BiW and 30% to can
Approximately
$450
million
to
build
and
commission
dedicated
BiW
rolling
/
finishing
capacity
of
200
ktons,
ramping-up
in
2018
Investments and incremental capacity expected to be made with minimum downtime of existing capacity
Investments are expected to be funded with operating cash flow generated by Wise Metals and existing Constellium resources
These investments will complement Constellium’s existing BiW projects both in the United States and Europe
Expected volume growth (ktons)
Expected EBITDA growth ($ million)
1.7x
3.2x
550-600
2014e
sept 2014
LTM
2012
Can & Other
BiW
2025e
>700
401
2020e
389
2013
364
2020e
2013
>230
sept 2014
LTM
2014e
2025e
>370
2012
386
116
104
92
81

BiW Market Development in North America
The switch to aluminum intensive vehicles is expected to create demand in excess of announced capacity
Analysts forecast the North American BiW market to be greater than 2 million tons by 2025
BiW North American demand forecast (ktons)
Announced finishing capacity for BiW (ktons)
(1)
Based on analyst projections
Source:
Constellium estimates
8
1,500 –
3,200
(1)
2020
Note
–
does
not
include
Wise
facility
1,600
1,300
Potential
Probable
2025+ outlook
32
39
45
59
68
166
406
649
858
1,023
1,078
1,078

Financially Compelling Transaction
9
Transaction and financing
Expected financial benefits
Acquisition of Wise Metals for $1.4 billion; $ 455 million
in cash and $945 million in assumption of debt
obligations
Bridge facility provided by Deutsche Bank
Transaction to be funded with a mix of debt and equity
securities
Preserve Constellium’s strong capital structure and
liquidity
Strong commitment to maintaining a robust credit
rating
Estimated $140 million of EBITDA in 2015; ramping up to 
more than $230 million of EBITDA in 2020, following
completion of the expansion, and $370 million in 2025 with
full contribution of BiW
Robust operating cash flow generated as 80% of Wise’s can
business is contractually committed through 2018
The operating cash flow generated by Wise Metals, and
existing Constellium resources, will fund the planned $700
million
-
$750
million
of
investments
between
2015
and
2022
in addition to the yearly $40 million sustaining capital
expenditure
EBITDA/ton in excess of $500/ton after full ramp-up of BiW
Additional capital expenditures expected to be
funded with operating cash flow generated by Wise
and existing Constellium resources

Expanded Constellium at a Glance
Aerospace
Market
growth
forecast
(1)
:
8%
Automotive
Market growth forecast
continues to increase
Packaging
Market
growth
forecast
(3)
:
3%
Aerospace plates: #1 world-wide
Aluminum crash management systems: #2 world-wide
Major player in auto body sheet: #4 world-wide
Can body stock: #1 Europe
Can stock: #3 North America
Closures: #1 world-wide
(1) Source: Airline Monitor February 2014. Represents 2012-2017 CAGR for airplane deliveries. (2) Source: CRU Automotive. Reflects 2012-2015 CAGR for North America passenger cars and Western
Europe auto body. 2013-2018 CAGR for auto body market in North America and Western Europe estimated at 31%. (3) Source: CRU. Represents 2013-2018 CAGR for Western and Eastern Europe can
stock market. (4) Numbers in parenthesis represent Constellium standalone geographic and segment breakdown.
An innovative aluminum converter focused on high margin global markets
10
2013
Adjusted
EBITDA
by
operating
segment
(4)
Total 2013 pro forma Adjusted EBITDA: €349 million
2013
sales
by
geography
(4)
Total 2013 pro forma sales: €4,417 million
(*) formerly 14% excluding Wise
North
America (*)
Germany
France
United
Kingdom
Other Europe
Asia / Pacific
Other
12%
19%
22%
8%
6%
3%
Aerospace &
Transportation
Packaging &
Automotive
Rolled Products
Automotive
Structures &
Industry
34%
49%
17%
(21%)
(42%)
(37%)
30%

Enabling a unique combination of Constellium’s engineering expertise and innovation with Wise
Metals’
strong asset base and the available capital to develop Wise to its full potential
Accelerating exposure to the fast growing BiW business in North America with a controlled execution
plan and positioning Constellium as a global leader in this market
Creating global leadership and a more balanced geographic portfolio in Constellium’s three key
markets
–
aerospace,
automotive
and
packaging
Accelerating operating cash flow and earnings growth while maintaining a conservative capital
structure and strong liquidity
Transforming Constellium
11