EX-99.(C)(9) 10 d585745dex99c9.htm EX-99.(C)(9) EX-99.(C)(9)

Exhibit (c)(9)

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C O N F I D E N T I A L

1 1 A U G U S T 2 0 1 3

P R E S E N T A T I O N T O T H E S P E C I A L C O M M I T T E E

Project Dolphin

PRIVILEGED AND CONFIDENTIAL


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C O N F I D E N T I A L

P R O J E C T D O L P H I N

Disclaimer

The information herein has been prepared by Lazard based upon information supplied by Dole Food Company, Inc. (together with its subsidiaries, “Dole” or “Dolphin” or the “Company”) or publicly available information, and portions of the information herein may be based upon certain statements, estimates and forecasts provided by the Company with respect to the anticipated future performance of the Company. We have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent verification of such information or any independent valuation or appraisal of any of the assets or liabilities of the Company, or any other entity, or concerning solvency or fair value of the Company, or any other entity. Certain forecasts utilized herein were provided by the Company and certain forecasts were prepared based upon direction from the Special Committee. With respect to financial forecasts provided by the Company, we have assumed that they 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. We assume no responsibility for and express no view as to any forecasts or the assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof, unless indicated otherwise. These materials and the information contained herein are confidential and may not be disclosed publicly or made available to third parties without the prior written consent of Lazard; provided, however, that you may disclose to any and all persons the U.S. federal income tax treatment and tax structure of the transaction described herein and the portions of these materials that relate to such tax treatment or structure. Lazard is acting as investment banker to the Special Committee of the Board of Directors (the “Special Committee”) of Dole Food Company, Inc., and will not be responsible for and will not provide, and the information herein does not constitute, any tax, accounting, actuarial, legal or other specialist advice.


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C O N F I D E N T I A L P R O J E C T D O L P H I N

Table of Contents

I INTRODUCTION 1

II DISCUSSION OF DOLPHIN PROJECTIONS 8

III VALUATION ANALYSIS 19

APPENDIX

A Supplemental Materials on Management 5-Year Projections 32

B Supplemental Valuation Materials 38


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P R O J E C T D O L P H I N

I Introduction


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P R O J E C T D O L P H I N

I I N T R O D U C T I O N

Situation Overview

On June 10, Mr. Murdock made an offer to acquire the remaining ~60% he does not currently own in Dolphin

On June 24, the Special Committee and its financial and legal advisors held a meeting with Mr. Murdock and his advisors and representatives of the Company and its counsel

On June 25, the formation of the Special Committee, along with the retention of financial and legal advisors, was announced in a press release

Following this announcement, the advisors and the Special Committee began conducting due diligence

On July 8, Competitor A made an approach to the Special Committee and its advisors to discuss a potential combination with Dolphin

The transaction (which would include a mixed consideration of cash and stock) was presented as having the potential to deliver value to Dolphin’s shareholders in excess of the $12.00 offer

Competitor A conditioned the submission of a more definitive proposal on assurances from Mr. Murdock of his willingness to participate

The Special Committee also received inquiries from two separate financial sponsors

Sponsor A, who held discussions with Dolphin in the past regarding one of Dolphin’s divisions, expressed an interest in discussing

a potential transaction involving either a division of Dolphin or the whole Company; Sponsor A offered no indication of value

After a prior verbal expression of interest, Sponsor B sent a letter to the Special Committee on July 19, expressing an interest in acquiring Dolphin for a price per share of up to $14.00; the offer is subject to due diligence and appropriate financing; Sponsor B declined to provide any bases or assumptions in support of their valuation

On July 10, Mr. Murdock’s legal counsel sent a letter to the Special Committee reiterating that it was Mr. Murdock’s current intention to terminate his offer if no agreement had been reached by July 31

On July 23, the Special Committee and its advisors reviewed an initial set of projections prepared by Management (the

“Management 5-Year Projections”)

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P R O J E C T D O L P H I N

Situation Overview (cont’d)

I I N T R O D U C T I O N

On July 25 – 26, Andrew Conrad, the Chairman of the Special Committee, and Lazard held calls with five significant Dolphin shareholders

On July 25, Mr. Conrad and Lazard held a telephonic meeting with Mr. Murdock and his advisors

Mr. Murdock stated that under no circumstance would he support a merger with or a sale of Dolphin to Competitor A

He restated his intention to withdraw his acquisition offer on July 31

On July 27, Mr. Conrad and Mr. Murdock met to discuss the scheduled expiration of Mr. Murdock’s offer and the Special Committee’s process to date and its timeline

Mr. Conrad discussed the Special Committee’s concerns related to Management’s projections and the need to develop material changes to those projections

Mr. Murdock emphasized that he had not determined to extend his July 31 termination date and discussed with Mr. Conrad the alternatives available to him if he withdrew his offer on July 31 as previously announced

Mr. Conrad highlighted the substantial work that has been done to date by the Special Committee and its advisors and indicated that it would not be in the best interest of Dolphin or its shareholders if the process were to be terminated at this point

Mr. Murdock indicated a willingness to increase his offer to $13.05 per share if the Special Committee would be prepared to accept

a deal at that price

On July 30, the Special Committee and its advisors met to:

Review the updated Management 5-Year Projections

Review potential alternative sets of projections (prepared at the direction of the Special Committee)

Review the preliminary valuation implications of the various sets of projections

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P R O J E C T D O L P H I N

Situation Overview (cont’d)

I I N T R O D U C T I O N

On August 1, Mr. Conrad and Sherry Lansing, a member of the Special Committee, met with Mr. Murdock to discuss the economic terms of Mr. Murdock’s offer

Mr. Conrad and Ms. Lansing indicated that the Special Committee would be willing to enter into a transaction at $14.00 per share

After discussions, Mr. Murdock indicated that the maximum price he could pay was $13.25 per share

After further negotiations, Mr. Murdock offered $13.50 per share as his final offer and threatened to otherwise end the process

Mr. Conrad and Ms. Lansing broke the negotiations to discuss Mr. Murdock’s offer with the other members of the Special

Committee, Lazard and Sullivan & Cromwell to determine negotiating tactics and whether it was possible to increase the price further

In further discussions, Mr. Conrad and Ms. Lansing sought again to persuade Mr. Murdock to increase his price, but he unequivocally refused to do so and indicated he was prepared to withdraw the offer rather than increase his price further

Mr. Conrad and Ms. Lansing took a second break to discuss the situation with the other members of the Special Committee, Lazard and Sullivan & Cromwell

After consulting with the other members of the Special Committee, Lazard and Sullivan & Cromwell, Mr. Conrad and Ms. Lansing informed Mr. Murdock that the Special Committee would be prepared to recommend a transaction at an agreed price of $13.50, subject to negotiation of the definitive terms of the merger agreement and the debt and equity commitment letters and receipt of a fairness opinion from Lazard

Between August 1 and August 10, Paul Hastings and Sullivan & Cromwell negotiated the terms of the merger agreement, the equity commitment letter to be delivered by Mr. Murdock and the debt commitment letter to be delivered by Mr. Murdock’s lenders

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P R O J E C T D O L P H I N

Summary of the Murdock Offer

I I N T R O D U C T I O N

On June 10, 2013, Mr. Murdock delivered a offer to acquire all of the outstanding shares of Dolphin not already owned by him or his affiliates (remaining 60%)

Offer price of $12.00 in cash per share (plus the assumption of existing debt)

According to Mr. Murdock’s proposal, the offer represented a premium of 18% over the closing share price on June 10 and 19% over the one-month VWAP preceding June 10

Believes this represents “compelling valuation compared to historical Company and peer trading levels and similar transactions”

Implied valuation multiple, as presented by Mr. Murdock, does not appear to reflect any value for non-core assets and EBITDA does not appear to be adjusted for stock-based compensation expense

Will not proceed with the transaction unless the following conditions are met:

The approval by a Special Committee of independent directors of the Board

A non-waivable condition requiring the approval of a majority of the shares not owned by Mr. Murdock or his affiliates

Proposes to negotiate a definitive merger agreement with customary terms and conditions

Has received a “highly confident” letter with respect to the financing of the transaction from Deutsche Bank

Mr. Murdock is prepared to commit additional funding to support the transaction

Has hired Deutsche Bank as financial advisor and Paul Hastings LLP as legal advisor

Offer letter recognized the need for the Board to conduct an appropriate process but stated that “time is of the essence” and that Mr. Murdock planned to terminate or withdraw his offer if a definitive merger agreement had not been executed by July 31, 2013

Schedule 13D indicated that “Mr. Murdock does not currently intend to sell any shares”; this position was reiterated by Mr.

Murdock during subsequent discussions

Based on discussions at the July 27 meeting with Mr. Conrad, Mr. Murdock indicated a willingness to increase his offer to $13.05 per share if the Special Committee would be prepared to accept a deal at that price

At a meeting on August 1 with Mr. Conrad and Ms. Lansing, Mr. Murdock offered $13.50 per share in cash as his final offer

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P R O J E C T D O L P H I N I I N T R O D U C T I O N

Share Price Performance Since the Murdock Offer

Share Volume Price (m)

$14.00 June 11: DHM Offer 25

Made Public DHM Revised Offer: $13.50

Dolphin $12.81

$13.00 +25.6%(a)20

CQB

$12.00 $12.35(b)

DHM June 10 Offer: $12.00 +15.3%(a)

15

FDP

$11.00 June 10: $29.50(b)$10.20 +8.5%(a)

10

$10.00

Daily Average Trading Volume Over a 90-day

$9.34 Period Prior to the Murdock Offer: 1.0m 5 $9.00

Volume Equivalent to c. 114% of Free Float Traded Since the Murdock Offer (c. 62.2m shares)

$8.00 0 Jun 05 Jun 18 Jul 01 Jul 14 Jul 27 Aug 09

Source: FactSet as of 8/9/2013.

(a) Performance since 6/10/2013 closing price.

(b) Actual company stock price. FDP and CQB stock price evolutions displayed in the graph are rebased on Dolphin’s price as of 6/10/2013.

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Summary of the Feedback Received from Dolphin’s Shareholders

At the direction of the Special Committee, Lazard approached Dolphin’s major shareholders (based on most recent public filing data) and responded to incoming inquiries to offer shareholders the opportunity to share their views with the Special Committee on the Murdock offer

As a result, Andrew Conrad and Lazard attended five separate telephonic meetings (listen-only mode) on July 25 – 26 with shareholders representing more than 10% of the float (based on self-reported shareholdings)

Consensus view is that the Murdock offer is opportunistic and does not value the Company appropriately given its earnings potential and the embedded value of non-core assets, among other factors

However, certain shareholders indicated that they would be amenable to a transaction and certain shareholders expressed their preference for a transaction to occur eventually

Shareholders expressed confusion and concern at the recent sequence of corporate events (e.g. announcement of share buyback followed by cancellation shortly thereafter)

They also expressed meaningful concern about the lack of clarity regarding Management’s communication to the investor community (e.g. cost saving opportunities, value of non-core assets)

Certain shareholders acknowledged the recent transformation of the business (sale of the worldwide packaged foods and Asia fresh produce businesses) and noted that they struggle with estimating the run-rate earnings potential of Dolphin

Shareholders highlighted (i) the potential for earnings to turn around once industry conditions become more favorable and (ii) that the Company should be able to improve operating margins over time and close the gap with its peers

Shareholders questioned the decision to purchase new ships and noted the lack of clarity in terms of return on investment

Shareholders want to see the Special Committee complete its work and, to the extent that an agreement is struck with Mr. Murdock eventually, such agreement should be at a value higher than $12.00 per share

Shareholders expressed concern at the July 31 deadline and encouraged the Special Committee to take the time necessary to complete its work

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Due Diligence to Date

KEY INTERACTIONS TO DATE

6/25/2013 Kick-off conference call with Management (information request, process/timetable, logistics)

6/28/2013 Lazard NDA finalized; conference call with Management to review the background of the Itochu transaction

6/28/2013 Access granted to the dataroom

6/30/2013 Preliminary information request list sent to the Company

7/1/2013 Conference call with Management to discuss various business and financial due diligence items

7/8/2013 Due diligence meeting with Management at the Company’s headquarters

Key meetings/

conference 7/12/2013 Conference call with Management: presentation of Management 5-Year Projections

calls with 7/14/2013 Follow-up information request list sent to the Company

Management 7/15/2013 Conference call with Management to discuss various business and financial due diligence items

7/16/2013 Conference call with Management and divisional executives to review divisional performance

Supplemented Conference call with Management, Hawaii operations manager and C.B. Richard Ellis representatives to discuss

by daily 7/17/2013 Hawaiian land and sale process

interactions

with Conference call with Management to discuss certain items related to investment in new ships

Management Follow-up information request list sent to the Company

and ongoing 7/22/2013 Conference call with Management to discuss various financial due diligence items

updates Discussion with D. DeLorenzo to review historical performance of the business

posted to the

dataroom 7/23/2013 Review of Management 5-Year Projections with Special Committee

7/24/2013 Discussion between Mr. Conrad, Management and Lazard regarding the Management 5-Year Projections

7/25-29/2013 Follow-up discussions with Management

7/30/2013 Review with Special Committee of updated Management 5-Year Projections, potential alternative sets of

projections (prepared at the direction of the Special Committee) and preliminary valuation implications of the

various sets of projections

7/31-8/8/2013 Follow-up discussions with Management

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P R O J E C T D O L P H I N

II Discussion of Dolphin Projections


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P R O J E C T D O L P H I N

I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Introduction to Management 5-Year Projections

Prepared by Management at request of Special Committee ahead of July Board meeting

Reviewed at July 11 Board meeting; Board not requested to and did not approve

Received input from senior management as well as divisional executives

5-year projections vs. regular 3-year budgeting/planning process

Outer years subject to limited visibility and uncertainty given cyclical nature of fresh produce business

Prepared on “top-down” basis rather than “bottom-up”

Prepared over a relatively short period of time and may not have been subject to usual senior management

“give-and-take” of regular budgeting process

Focused primarily on EBITDA metric

Remainder of P&L constructed from EBITDA as starting point each year

Cash flow items were provided on July 19

Cash flow items(a)reflect Management’s most current thinking/estimates

Unclear that full impact/upside of sizeable investment program (~$600 million over 2013 – 2017) has been reflected in EBITDA

IT capex program initially estimated at $110 million over projected period and revised to $25 million on July 24

(a) Revised cash flow forecasts do not reflect any increase in D&A related to new USWC vessels and IT capex program; Management indicated that net cash flow impact would likely be neutral as these investments would likely not generate any tax benefits due to Dolphin’s current tax structure.

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I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Management 5-Year Projections – Management Approach

Source: Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.)

Starting point: Dolphin 3-Year Plan

Management approach:

Reviewed historical performance against budget since the 2009 IPO

Volatile earnings in Dolphin’s commodity produce business

Reviewed key variables based on current business environment

Did not incorporate any acquisition activity

2016E-2017E EBITDA kept constant, other than impact from new USWC vessels

Key variables:

Banana pricing and cost

Fresh Vegetables earnings capability

Business realignment

Impact of the West Coast replacement vessels

Assessment of key variables resulted in a High / Low EBITDA range per year until 2017 (see page 33 for further details)

Management then selected the midpoint of the range for each year

Source: Company.

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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Management 5-Year Projections – Summary Overview

($ in millions)

Source: 2013-2017 Projection Summary 07.22.2013 Revision (Dataroom: 3.9.3.); 2013-2017 Cash Flow Projections Revised

7-24-2013 (Dataroom: 3.9.6.)

ACTUAL MANAGEMENT 5-YEAR PROJECTIONS 13E-17E

2012A 2013E 2014E 2015E 2016E 2017E CAGR

P&L ITEMS

Revenue $4,246.7 $4,458.2 $4,452.0 $4,554.9 $4,612.8 $4,621.8 0.9%

% Growth (11.1%) 5.0% (0.1%) 2.3% 1.3% 0.2%

Gross Margin $367.8 $354.0 $369.0 $373.4 $386.2 $388.3 2.3%

% Margin 8.7% 7.9% 8.3% 8.2% 8.4% 8.4%

Adjusted EBITDA—Company Reporting(a) $171.8 $154.5 $164.0 $169.2 $181.5 $183.2 4.3%

% Margin 4.0% 3.5% 3.7% 3.7% 3.9% 4.0%

Less: D&A (65.9) (66.0) (68.3) (67.8) (67.3) (66.9)

% of Total Revenue 1.6% 1.5% 1.5% 1.5% 1.5% 1.4%

Adjusted EBIT—Company Reporting $105.9 $88.6 $95.7 $101.3 $114.2 $116.3 7.0%

% Margin 2.5% 2.0% 2.2% 2.2% 2.5% 2.5%

CASH FLOW ITEMS

Change in Working Capital — ($9.2) ($2.4) ($3.5) ($2.0) ($0.3)

% of Change in Revenue — 4.3% (38.6%) 3.4% 3.4% 3.4%

Strategic and All Other Projects Capex — (113.7) (92.9) (68.3) (69.2) (69.3)

% of Total Revenue — 2.5% 2.1% 1.5% 1.5% 1.5%

IT-Related Capex — — (15.0) (10.0) — —

Ships Payments — (32.9) (32.9) (67.5) (34.7) —

Other Cash Items (Excludes Interest)(b) — (228.9) (81.2) (57.9) (53.7) (46.9)

After-Tax Unlevered Free Cash Flow ($230.1) ($60.4) ($38.1) $21.9 $66.6

Source: Company.

(a) Midpoint of projections for 2014-2017 period. 2012 and 2013 adjusted for E.U. fine ($26.0m recorded in 2012, $33.8m recorded in Q1 2013 as per Company “Tuesday Packages”).

(b) Includes defined benefit plan contributions ($13.2m outflow in 2013, $18.1m in 2014, progressively decreasing to $8.3m in 2017), SERP/ESP funding ($47.3m outflow in 2013), other

Itochu expenses/tax payments ($43.5m outflow in 2013), E.U. fine ($64.5m outflow in 2013), tax cases settlements ($23.1m outflow in 2013 and $19.6m outflow in 2014), DBCP settlements ($24.9m outflow between Q4 2013 and 2016), EBITDA comparability adjustments (deduction of stock-based compensation expense, equity earnings contribution and interest 10 income) totaling approximately ~$17m per annum from 2014 onwards (~$21m in 2013E), and taxes at effective tax rate of 20.0% as per Company’s guidance plus $1.6m incremental taxes each year from 2014 onwards, related to Ecuador tax case resolution. Excludes net proceeds from exercise of stock-options/share repurchase (+$3.3m net inflow in 2013) and asset sales

($30.6m in 2013, $50.0m per annum over the 2014-2017 period).

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I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Management 5-Year Projections vs. Historical Performance

($ in millions)

Source: Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.)

VAR. 2009A-2013E: ($62m) VAR. 2013E-2017E: +$28m(a)

$226

Adjusted $217

EBITDA $206

$204

$196 $193 $195 High

$182

$173 $178 Midpoint

$172 $182 $183

$168

$169 $170 $171 Low

$155 $155 $164

$160

Budget $155

Actual/Proj.

2009A 2010A 2011A 2012A 2013E 2014E 2015E 2016E 2017E

Actual vs. Budget ($) +$11 ($22) +$28 ($10)

Actual vs. Budget (%) +5% (10%) +17% (6%)

11 Source: Company.

(a) Midpoint of 2017E range vs. 2013E.


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I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Management 5-Year Projections vs. Dolphin 3-Year Plan – Adjusted EBITDA

($ in millions)

Source: Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.); 2013-2017 Projection Summary

07.22.2013 Revision (Dataroom: 3.9.3.)

$211.9

Adjusted $200.5

EBITDA

($42.7)

($36.5) $183.2

$181.5

$169.2

$154.5 $164.0

Dolphin

3-Year Plan $154.5

Management

5-Year

Projections

(Midpoint)

2013E 2014E 2015E 2016E 2017E

Source: Company.


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I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

2015E Adj. EBITDA Bridge: Dolphin 3-Year Plan vs. Management 5-Year Projections

($ in millions)

Source: Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.); 2013-2017 EBITDA Sensitivity Analysis

(Dataroom: 3.6.)

Dolphin Management

3-Year Plan 5-Year Projections

$211.9

$12.0 $1.3 $1.5 $0.6 $178.1

($27.1) ($0.7) ($1.3)

CASE $211.8 $211.8 ($20.1 )

$184.7 $184.0 $175.9 $177.2 $178.7 $179.3 $178.0

HIGH $163.9 $163.9 $163.9

2015E North European Higher Chile Fresh Latin Fresh Fresh Corporate Transition Bonus Packaged Pro Forma

Adj. America Banana Banana Higher Vegetables Cost/ Fruit Vegetables Cost to New Ships Reversal Food 2015E

EBITDA Banana Pricing Fruit Fruit Normalization Price Cost Cost Savings Legacy Adj.

Pricing Cost Cost Adjustment Savings Savings Pension Cost EBITDA

$211.9 Midpoint $169.2

($26.0)

($5.0) $27.0 $160.1

CASE ($1.3)

$185.8 $180.8 ($29.1) ($0.7) $10.0 $1.3 $1.5 $0.6

LOW $151.7 $151.0 $160.0

()$ $ 120.(30.1)9) $120.9 $130.9 $130.9 $132.2 $133.7 $134.3

2015E North European Higher Chile Fresh Latin Fresh Fresh Corporate Transition Bonus Packaged Pro Forma

Adj. America Banana Banana Higher Vegetables Cost/ Fruit Vegetables Cost to New Ships Reversal Food 2015E

EBITDA Banana Pricing Fruit Fruit Normalization Price Cost Cost Savings Legacy Adj.

Pricing Cost Cost Adjustment Savings Savings Pension Cost EBITDA

13

Source: Company.


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I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Management 5-Year Projections vs. Dolphin 3-Year Plan – Capex (Revised)

($ in millions)

Source: Dole – Model – 3 Year Plan (Bank Book) (Dataroom: 3.2.); 2013-2017 Cash Flow Projections Revised 7-24-2013 (Dataroom: 3.9.6.)

2013E-2017E

Cumulative

Strategic and All Other Capex $413

Ships Capex 168

$170 IT Capex 25

Capex Total $606

($23)

$147 $146

$141 $10

$33

$15 IT Capex

Strategic IT Capex $68

Capex Ships Capex

$33

$105

Dolphin $35 +$65 +$72 $104

3-Year Plan Strategic Capex Ships Capex $35

Ships Capex

$26

Management $75 Strategic Capex $74

5-Year $79 Ships Capex

Projections

All All Other Capex $67 $68 $69 $69

Other

Capex All Other Capex

$65 All Other Capex All Other Capex All Other Capex

2013E 2014E 2015E 2016E 2017E

Source: Company.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

P R O J E C T D O L P H I N

I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Management 5-Year Projections – Selected EBITDA Sensitivity Analysis

($ in millions)

ANNUAL 2017E PRO

SENSITIVITY EBITDA FORMA

DESCRIPTION IMPACT EBITDA OBSERVATIONS

MANAGEMENT 5-YEAR PROJECTIONS — $183.2 -

$0.25/box price Dolphin 3-Year Plan initially contemplated a $0.34/box

NORTH AMERICA increase on North +$19.3-21.2(a) $204.3 price increase in 2014

BANANA PRICING

America volumes(a) Sensitivity would apply each year, starting in 2014

`

$0.25/box price Dolphin 3-Year Plan initially contemplated a $0.49/box

EUROPE BANANA increase on Europe +$5.3(b) $188.4 price increase in 2014

PRICING

volumes(b) Sensitivity would apply each year, starting in 2014

Fresh Vegetables at

FRESH Management 5-Year Projections contemplate a run-rate

initial 2015 run-rate

VEGETABLES +$23.8 $207.0 EBITDA of $79m for the Fresh Vegetables business

forecast of $103m (per

EARNINGS Sensitivity would apply each year, starting in 2014(c)

Dolphin 3-Year Plan)

Management public statement in September 2012

$30m incremental contemplated $50m of potential annual cost savings (of

COST SAVINGS +$30.0 $213.2

annual cost savings which $20m have been clearly identified in projections)

Sensitivity would apply each year, starting in 2014

Management 5-Year Projections assume 2016E-17E

1.5% growth per EBITDA kept constant, other than impact from new

EBITDA GROWTH annum in 2016E-2017E +$5.1 $188.3 USWC vessels

EBITDA

Sensitivity would apply each year, starting in 2016(d)

$7.3m incremental Management 5-Year Projections include $11.8m-$17.4m

UPSIDE FROM benefits from 2016 +$7.3 $190.5 of potential upside from new USCW vessels by 2017

NEW USWC SHIPS

onwards (50% upside) Sensitivity would apply each year, starting in 2016(e)

(a) Based on Company’s expected North American volumes, excluding organic bananas volumes: 77.1m boxes in 2014, 78.2m in 2015, 83.7m in 2016, 84.7m in 2017 (Source: 2013-2017

EBITDA Sensitivity Analysis – Dataroom: 3.6. – midpoint of assumptions). (b) Based on Company’s expected European volumes, excluding organic bananas volumes of 21.0m boxes each year

15 from 2014 onwards (Source: 2013-2017 EBITDA Sensitivity Analysis – Dataroom: 3.6.). (c) $2.3m impact in 2014, $23.8m from 2015 onwards. (d) $2.5m impact in 2016, $5.1m from 2017

onwards. (e) $6.5m impact in 2016, $7.3m from 2017 onwards.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Potential Alternatives to Management 5-Year Projections

The sets of projections outlined in the following pages have been prepared at the direction of the Special Committee

Corresponds to high end of EBITDA estimates from Management 5-Year Projections (see page 11)

Source: Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.)

Results in 2017E EBITDA of $ 195 million (vs. $ 183 million in midpoint of Management 5-Year Projections)

Key differences (and EBITDA impact) compared to Dolphin 3-Year Plan include:

MANAGEMENT

HIGH CASE Higher fruit costs (-$27 million; primarily bananas)

Fresh Vegetables normalization (-$ 20 million in run-rate earnings)

Upside from incremental cost savings (+$15 million; primarily Fresh Fruit)

Upside from new USWC vessels (+$17 million by 2017)

Cash flow items(a)per Management 5-Year Projections

2014E – 2015E EBITDA estimates per Dolphin 3-Year Plan; adjusted to exclude EBITDA impact of certain

capital expenditures that have been postponed, as per Management guidance:

EBITDA reduction of $9 million related to postponement of farm acquisitions in Ecuador (postponed

indefinitely)

EBITDA reduction of $1 million in 2014 related to postponement of Coyoles investment to 2014

EBITDA reduction of $2 million in 2014 related to postponement of Banapuerto investment to end of 2014

SPECIAL 2013E EBITDA estimate per Management 5-Year Projections ($ 155 million) plus $ 6.5 million incremental bonus

COMMITTEE

UPSIDE CASE reversal (results in 2013E EBITDA of $ 161 million)

2016E – 2017E EBITDA projected to grow at 1.5% per annum, plus incorporating 50% additional anticipated

benefits of new USWC vessels vs. Management 5-Year Projections (i.e. 50% of $ 14.6m by 2017 = $ 7.3m)

Results in 2017E EBITDA of $ 231 million (vs. $ 183 million in Management 5-Year Projections)

Cash flow items(a)per Management 5-Year Projections

2013E capital expenditures reduced from $ 147 million to $ 125 million to reflect approved and committed

capital expenditures only, the difference being evenly spread over 2014, 2015 and 2016 (i.e. $ 7 million p.a.)

16 (a) Revised cash flow forecasts do not reflect any increase in D&A related to new USWC vessels and IT capex program; Management indicated that net cash flow impact would likely be neutral as these investments would likely not generate any tax benefits due to Dolphin’s current tax structure.


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P R O J E C T D O L P H I N

I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Alternative Cases vs. Management 5-Year Projections – Adjusted EBITDA

($ in millions)

Source: 2013-2017 Projection Summary 07.22.2013 Revision (Dataroom: 3.9.3.); Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.)

$231

$225

Adjusted

EBITDA

+$44 +$48

$203

$193 $195

$189 +$34

$182 +$11 $183 +$12

+$25 $178

$173

$169 +$9

$161 $164 +$9

Special $155 $155 +$7

Committee

Upside Case

Management

High Case

Management

5-Year

Projections

2013E 2014E 2015E 2016E 2017E


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

I I D I S C U S S I O N O F D O L P H I N P R O J E C T I O N S

Alternative Cases vs. Management 5-Year Projections – Summary Overview

($ in millions)

Source: 2013-2017 Projection Summary 07.22.2013 Revision (Dataroom: 3.9.3.); 2013-2017 Cash Flow Projections Revised

7-24-2013 (Dataroom: 3.9.6.); Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.)

ACTUAL MANAGEMENT 5-YEAR PROJECTIONS 13E-17E

2012A 2013E 2014E 2015E 2016E 2017E CAGR

Adjusted EBITDA—Company Reporting (a)

Management 5-Year Projections (b) $171.8 $154.5 $164.0 $169.2 $181.5 $183.2 4.3%

Management High Case — $154.5 $173.0 $178.1 $193.0 $194.9 6.0%

Special Committee Upside Case — $161.0 $188.5 $202.9 $225.4 $230.9 9.4%

Cash Flow Items

Change in Working Capital — ($9.2) ($2.4) ($3.5) ($2.0) ($0.3)

Strategic and All Other Projects Capex — (113.7) (92.9) (68.3) (69.2) (69.3)

Capex Delta—Special Committee Upside Case Only (c) — +21.5 -7.2 -7.2 -7.2 —

IT-Related Capex — — (15.0) (10.0) — —

Ships Payments — (32.9) (32.9) (67.5) (34.7) —

Other Cash Items (Excludes Interest)(d)

Management 5-Year Projections (228.9) (81.2) (57.9) (53.7) (46.9)

Management High Case (228.9) (83.0) (59.7) (56.0) (49.3)

Special Committee Upside Case (230.2) (86.1) (64.7) (62.5) (56.5)

After-Tax Unlevered Free Cash Flow

Management 5-Year Projections ($230.1) ($60.4) ($38.1) $21.9 $66.6

Management High Case (230.1) (53.2) (31.0) 31.1 76.0

Special Committee Upside Case (203.4) (48.0) (18.3) 49.9 104.8

(a) 2012 and 2013 adjusted for E.U. fine ($26.0m recorded in 2012, $33.8m recorded in Q1 2013 as per Company “Tuesday Packages”).

(b) Midpoint of projections for 2014-2017 period.

(c) See page 16 for further details.

(d) Includes defined benefit plan contributions ($13.2m outflow in 2013, $18.1m in 2014, progressively decreasing to $8.3m in 2017), SERP/ESP funding ($47.3m outflow in 2013), other

Itochu expenses/tax payments ($43.5m outflow in 2013), E.U. fine ($64.5m outflow in 2013), tax cases settlements ($23.1m outflow in 2013 and $19.6m outflow in 2014), DBCP settlements ($24.9m outflow between Q4 2013 and 2016), EBITDA comparability adjustments (deduction of stock-based compensation expense, equity earnings contribution and interest 18 income) totaling approximately ~$17m per annum from 2014 onwards (~$21m in 2013E), and taxes at effective tax rate of 20.0% as per Company’s guidance plus $1.6m incremental taxes each year from 2014 onwards, related to Ecuador tax case resolution. Excludes net proceeds from exercise of stock-options/share repurchase (+$3.3m net inflow in 2013) and asset sales

($30.6m in 2013, $50.0m per annum over the 2014-2017 period).


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P R O J E C T D O L P H I N

III Valuation Analysis


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P R O J E C T D O L P H I N

I I I V A L U A T I O N A N A L Y S I S

Valuation Analysis Overview

Focused on three primary valuation methodologies

Discounted cash flow (“DCF” or “intrinsic valuation”)

Public comparable benchmarks

Precedent transaction benchmarks

Performed based upon Management 5-Year Projections, Management High Case and Special Committee Upside Case sensitivities

Considered value of non-core assets

Assessed valuation impact of certain key sensitivities – e.g. run-rate EBITDA, selected operating parameters


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

I I I V A L U A T I O N A N A L Y S I S

Valuation Key Assumptions and Adjustments

Valuation date as of 6/15/2013 (end of Dolphin’s second quarter)

Assumes WACC range of 7.5%-8.5%

Assumes perpetual growth rate range of 1.0%-2.0%

DCF Uses mid-year convention

VALUATION Assumes effective tax rate of 20.0% as per Company’s guidance, plus $1.6 million incremental taxes each year

related to Ecuador tax case resolution

Assumes D&A equal to capex in terminal value

Assumes change in working capital neutral in terminal value

PUBLIC Sample composed of Dolphin’s main fresh produce peers, as well as – for reference – other fruit and vegetables

COMPARABLE players and other food commodity peers

BENCHMARKS Valuation based on 2014E comparable basis EBITDA on all three cases discussed

PRECEDENT Sample composed of selected comparable transactions in the fresh fruit and vegetables segment

TRANSACTION

BENCHMARKS Valuation based on LTM Q2 2013 comparable basis EBITDA

Assumes net debt as of 6/15/2013 (per Dolphin’s Q2 2013 10-Q)

Adjusted for cash payments projected post-Q2 2013 closing: E.U. fine ($64.5m), Honduran tax case settlement

ENTERPRISE ($16.8m), Itochu-related costs ($13.6m)

VALUE

ADJUSTMENTS Assumes book value of non-controlling interests, equity investments and assets held for sale as of 6/15/2013

Non-core assets incorporated at assumed after-tax present value of $155m, assuming disposal over 4 years at a

8.0% discount rate (see pages 40-41 for detailed calculation)


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N I I I V A L U A T I O N A N A L Y S I S

Basis of Preparation: Enterprise Value and EBITDA Adjustments

($ in millions, except per share data)

ENTERPRISE VALUE ADJUSTMENTS

ITEMS # RATIONALE

Fully diluted share count including

in-the-money dilutive instruments to

Diluted Share 90.7(a) reflect value to all equity holders:

Count (m) stock options (treasury method),

RSAs, RSUs and Performance Shares

Share Price $12.81 Spot price as of August 9, 2013

= Equity Value $1,162

Net Financial Net financial debt as of June 15, 2013

+ $258

Debt Excludes restricted cash

Post-Q2 2013 closing payments: E.U.

fine ($64.5m), Honduran tax case

Pro Forma settlement ($16.8m) and Itochu-related

+ 94

Adjustments costs ($13.6m)

Book value of assets held for sale ($0.6m)

as of June 15, 2013

+ Non-controlling 7 Book value as of June 15, 2013

Interests

– Equity (90) Book value as of June 15, 2013

Investments

Assumed after-tax present value of non- core assets

Assuming disposal over 4 years and discount rate of 8.0% (see pages 40-41 for detailed calculation)

= Enterprise $1,276 Value

Source: Company, FactSet.

21 (a) Based on outstanding share count of 89.9m as of 7/23/2013.

(b) Adjustments for comparability with peers.

(c) Assumes 0.07% interest rate per annum per Company’s guidance.

EBITDA ADJUSTMENTS(b)

EBITDA Q2 2013

CALCULATION LTM 2013E 2014E RATIONALE

Per Dolphin

definition of

Adjusted

EBITDA – EBITDA

Company $170.6 $154.5 $164.0

Reporting Based on

Management

5-Year

Projections

Represents an

economic value

to the

Stock-Based shareholders

(–)Compensation (17.9) (13.6) (12.2) (non-cash)

Expense Reported

below the

EBITDA line

by Dolphin

Reported

Equity Earnings above the

– (6.0) (7.6) (5.1)

Contribution EBITDA line

by Dolphin

Reported

Interest above the

– (0.1) (0.2) (0.1)

Income(c) EBITDA line

by Dolphin

EBITDA –

= Comparable $146.6 $133.1 $146.6 Basis

21


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P R O J E C T D O L P H I N

I I I V A L U A T I O N A N A L Y S I S

Implied Multiples and Premia at Various Prices Per Share

($ in millions, except per share data) DHM DHM

June 10 Revised

Unaffected(a) Current(b) Offer Offer

Price Per Share $10.20 $12.81 $12.00 $13.00 $13.50 $14.00

Premium to:

Unaffected Price—$10.20 (a) — 26% 18% 27% 32% 37%

Current Price—$12.81 (b) (20%) — (6%) 1% 5% 9%

52-Week High—$14.35 (29%) (11%) (16%) (9%) (6%) (2%)

All-Time High—$14.87 (31%) (14%) (19%) (13%) (9%) (6%)

Three-Month Average Unaffected—$10.64 (4%) 20% 13% 22% 27% 32%

Fully Diluted Share Count(c) 90.2 90.7 90.5 90.7 90.9 91.0

Equity Value $921 $1,162 $1,086 $1,180 $1,227 $1,273

Net Financial Debt(d) $258 $258 $258 $258 $258 $258

Other Adjustments(e) 11 11 11 11 11 11

Enterprise Value Without Non-Core Assets $1,189 $1,431 $1,355 $1,448 $1,495 $1,542

Assumed Present Value of Non-Core Assets(f) ($155) ($155) ($155) ($155) ($155) ($155)

Enterprise Value With Non-Core Assets $1,034 $1,276 $1,200 $1,294 $1,340 $1,387

Implied EBITDA Multiples

LTM $171 6.1x 7.5x 7.0x 7.6x 7.9x 8.1x

COMPANY 2013E 155 6.7 8.3 7.8 8.4 8.7 9.0

REPORTING 2013E Without Non-Core Assets 155 7.7 9.3 8.8 9.4 9.7 10.0

2014E 164 6.3 7.8 7.3 7.9 8.2 8.5

LTM $147 7.1x 8.7x 8.2x 8.8x 9.1x 9.5x

COMPARABLE 2013E 133 7.8 9.6 9.0 9.7 10.1 10.4

BASIS(g) 2013E Without Non-Core Assets 133 8.9 10.7 10.2 10.9 11.2 11.6

2014E 147 7.1 8.7 8.2 8.8 9.1 9.5

Source: Company, FactSet.

(a) Trading price of $10.20 as of 6/10/13, prior to public disclosure of Mr. Murdock’s offer.

(b) Spot price as of 8/9/2013.

(c) Outstanding share count as of 7/23/2013, plus in-the-money dilutive instruments to reflect value to all equity holders: stock options (using treasury method), RSAs, RSUs and

Performance Shares.

(d) As of 6/15/2013.

22 (e) Adjustments include book value of non-controlling interests, equity investments and assets held for sale, as well as post-Q2 2013 closing payments.

(f) Assumed after-tax present value of non-core assets (see pages 40-41 for detailed calculation).

(g) EBITDA adjusted for stock-based compensation expense, equity earnings contribution and interest income.


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P R O J E C T D O L P H I N

I I I V A L U A T I O N A N A L Y S I S

Valuation Summary

(in $ per share)

INCLUDING ASSUMED AFTER-TAX PRESENT

VALUE OF NON-CORE ASSETS(a)(b)(c) OBSERVATIONS/COMMENTS

Management

5-Year $6.05 $7.88

Projections

1 DISCOUNTED Management $7.39 $9.45

CASH FLOW High Case

Special

Committee $11.40 $14.08

Upside Case

Management

5-Year $9.31 $10.91

Projections

PUBLIC Management

2 COMPARABLE High Case $9.95 $11.64

BENCHMARKS

Special

Committee $11.05 $12.89

Upside Case

PRECEDENT Unaffected share price: $10.20

3 TRANSACTION LTM EBITDA $11.70 $13.27

BENCHMARKS

Based on 1.5% PGR/7.5%-8.5% WACC and 8.0% WACC/1.0%-2.0% PGR

Based on 6.5x-7.5x 2014E comparable basis EBITDA

Based on 8.0x-9.0x Q2 2013 LTM comparable basis EBITDA

DHM Revised Offer: $13.50

Source: Company, FactSet as of 8/9/2013.$ $3 $4 $5 $6 $7 $8 $9 $10 17 $18

(a) Based on a fully diluted share count (outstanding number of shares as of 7/23/2013), including in-the-money dilutive instruments to reflect value to all equity holders: stock options

(using treasury method), RSAs, RSUs and Performance Shares.

(b) Assuming an EqV to EV bridge of $269m as of 6/15/2013 (includes net financial debt, non-controlling interests, equity investments and assets held for sale at book value value and

23 post-Q2 2013 closing payments).

(c) Based on assumed after-tax present value of non-core assets of $155m (see pages 40-41 for detailed calculation).


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P R O J E C T D O L P H I N I I I V A L U A T I O N A N A L Y S I S

1 DCF Analysis – Summary Overview

(in $ per share)

EXCLUDING ASSUMED AFTER-TAX INCLUDING ASSUMED AFTER-TAX

PRESENT VALUE OF NON-CORE ASSETS(a) PRESENT VALUE OF NON-CORE ASSETS(a)

Implied Value Per Share Implied Value Per Share

at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

WACC 1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

MANAGEMENT 7.0% $6.33 $7.33 $8.54 $8.05 $9.05 $10.24

5-YEAR 7.5% 5.33 6.16 7.15 7.05 7.88 8.86

PROJECTIONS 8.0% 4.47 5.17 5.99 6.19 6.89 7.71

8.5% 3.73 4.33 5.02 5.45 6.05 6.74

9.0% 3.08 3.60 4.19 4.80 5.32 5.91

Implied Value Per Share Implied Value Per Share

at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

WACC 1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

MANAGEMENT 7.0% $7.93 $9.06 $10.39 $9.64 $10.75 $12.06

HIGH CASE 7.5% 6.80 7.73 8.84 8.51 9.45 10.54

8.0% 5.83 6.62 7.54 7.55 8.34 9.26

8.5% 4.99 5.67 6.44 6.71 7.39 8.16

9.0% 4.27 4.85 5.51 5.98 6.56 7.23

Implied Value Per Share Implied Value Per Share

at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

WACC 1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

SPECIAL 7.0% $12.69 $14.13 $15.87 $14.34 $15.78 $17.52

COMMITTEE 7.5% 11.21 12.43 13.85 12.88 14.08 15.50

UPSIDE CASE 8.0% 9.93 10.97 12.17 11.62 12.64 13.83

8.5% 8.82 9.72 10.74 10.52 11.40 12.41

9.0% 7.84 8.62 9.50 9.56 10.32 11.19

(a) Assumed after-tax present value of non-core assets estimated at $155m (see pages 40-41 for detailed calculation).


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N I I I V A L U A T I O N A N A L Y S I S

1 Illustrative Value Impact of Selected Sensitivities (DCF Methodology)

($ in millions, except per share data)

Illustrative calculation of potential adjustments to Management 5-Year Projections (using WACC of 8.0% and PGR of 1.5%)

ANNUAL TOTAL VALUE/

EBITDA VALUE SHARE

SENSITIVITY DESCRIPTION IMPACT FREQUENCY IMPACT(h) IMPACT(i)

NORTH AMERICA $0.25/box price increase on North Each year,

+$19.3-21.2(a) ~$240 ~$2.65

BANANA PRICING America volumes(a) starting in 2014

EUROPE BANANA $0.25/box price increase on Europe Each year,

+$5.3(b) ~$60 ~$0.65

PRICING volumes(b) starting in 2014

FRESH Fresh Vegetables at initial 2015 run-rate Each year,

VEGETABLES forecast of $103m (per Dolphin 3-Year +$23.8 ~$255 ~$2.85

EARNINGS Plan) starting in 2014(c)

Each year,

COST SAVINGS $30m incremental annual cost savings +$30.0 ~$345 ~$3.80

starting in 2014

1.5% growth per annum in Each year,

EBITDA GROWTH +$5.1 ~$50 ~$0.55

2016E-2017E EBITDA starting in 2016(d)

UPSIDE FROM $7.3m incremental benefits from 2016 Each year,

+$7.3 ~$75 ~$0.80

NEW USWC SHIPS onwards (50% upside) starting in 2016(e)

Incremental $50m resolution cost vs.

ECUADOR Management $19.6m assumptions — — ~($45) ~($0.50)

TAX CASE (assumed in 2014)

Disposal of Hawaiian farmed land for Each year,

HAWAII LAND ($1.1)(g) ~$25 ~$0.30

$72.5m(f)evenly sequenced over 4 years starting in 2014(g)

(a) Based on Company’s expected North American volumes, excluding organic bananas volumes: 77.1m boxes in 2014, 78.2m in 2015, 83.7m in 2016, 84.7m in 2017 (Source: 2013-2017

EBITDA Sensitivity Analysis – Dataroom: 3.6. – midpoint of assumptions). (b) Based on Company’s expected European volumes, excluding organic bananas volumes of 21.0m boxes each

25 year from 2014 onwards (Source: 2013-2017 EBITDA Sensitivity Analysis – Dataroom: 3.6.). (c) $2.3m impact in 2014, $23.8m from 2015 onwards. (d) $2.5m impact in 2016, $5.1m from 2017

onwards. (e) $6.5m impact in 2016, $7.3m from 2017 onwards. (f) See page 42 for further details. (g) Run-rate impact. Progressive ramp-up from 2014E onwards to reflect gradual

disposals. (h) DCF value, based on illustrative tax rate of 20.0%. (i) Based on outstanding share count as of 7/23/2013 of 89.9m.


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P R O J E C T D O L P H I N I I I V A L U A T I O N A N A L Y S I S

1 Illustrative DCF Sensitivity at Various 2017 EBITDA Levels

($ in millions, except per share data)

Based on WACC of 8.0% and PGR of 1.5%

Includes assumed after-tax present value of non-core assets of $155 million (see pages 40-41 for detailed calculation)

Assuming 2013E-2017E EBITDA growth pattern similar to Management 5-Year Projections

Illustrative Illustrative

2017E 2013E-2017E 2017E Implied Value Per Share(b)

EBITDA CAGR EBITDA at Perpetuity Growth Rate of 1.5%

Company Comparable(a)

Management Reporting Basis

5-Year

Projections $183 $180 3.9% $163 $6.52

$195 190 5.3% 173 7.69

Management 200 6.7% 183 8.87

High Case 210 8.0% 193 10.03

220 9.2% 203 11.18

$231 230 10.5% 213 12.32

Special 240 11.6% 223 13.45

Committee

Upside Case 250 12.8% 233 14.58

(a) Adjusted for stock-based compensation expense, equity earnings contribution and interest income.

(b) Based on a fully diluted share count (outstanding number of shares as of 7/23/2013), including in-the-money dilutive instruments to reflect value to all equity holders: stock options (using treasury

method), RSAs, RSUs and Performance Shares.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N I I I V A L U A T I O N A N A L Y S I S

2 Dolphin vs. Key Peers – Relative Business Profile

($ in millions)

DOLPHIN

Fresh Other Prepared Fresh Other

Vegetables (Commercial Food Vegetables 5%

26% Cargo) 10% 1%

2012 2%

Salads &

PRODUCT Snacks

MIX Fresh Fruit Fresh Fruit 31% Fresh Fruit Fresh

Fruit

72% 89% 64% 100%

o/w bananas/ripening: 58% o/w bananas: 45% o/w bananas: 64%

o/w pineapples: 4% o/w pineapples: 15%

RoW MENA RoW MENA RoW

15% 11% 3% 11% 20%

2012 Asia

12%

GEOGRAPHIC North North Europe North UK & Eurozone 40%

EXPOSURE Europe America Europe America 31% America Ireland

58% 53% 58%

27% 21% 40%

Based on total revenues, incl. share of JVs.

CREDIT RATING B/Stable NR B/Negative NR

ENTERPRISE $1,189(d) $1,797 $1,086 $207

VALUE(a)

EQUITY VALUE(a)(b) 921 1,667 594 267

NET LEVERAGE(c) 2.7x 0.4x 3.6x (0.2x)

Source: Companies filings, FactSet and Wall Street Research.

Note: Enterprise value calculated as of 8/9/2013, including market capitalization, latest available net debt, non-controlling interests and equity investments (at book value or market value

when available). Dolphin market capitalization based on unaffected share price, i.e. as of 6/10/2013.

(a) Fyffes data calculated based on €/USD exchange rate as of 8/9/2013 of 1.331.

27 (b) Based on fully diluted share count (latest available outstanding share count diluted for stock options using treasury method and other dilutive instruments); Dolphin net debt includes

impact of E.U. fine, Honduran tax case settlement, remaining Itochu-related costs and assets held for sale. (c) Based on 2013E comparable basis calendarized EBITDA (see page 38 for

further details). (d) Excluding assumed after-tax present value of non-core assets; $1,034m when including assumed after-tax present value of non-core assets.


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P R O J E C T D O L P H I N I I I V A L U A T I O N A N A L Y S I S

2 Public Comparable Benchmarks

($ in millions, except per share data, FYE 12/31)

Market Enterprise EV / EBITDA P/E Net

Company Cap.(a) Value(b) 2013E 2014E 2013E 2014E Leverage(c)

Fresh Produce Peers

Fresh Del Monte $1,667 $1,797 8.3x 7.3x 13.4x 12.3x 0.4x

Chiquita Brands 594 1,086 7.4 6.5 17.6 11.1 3.6

Fyffes 267 207 4.0 4.0 7.8 7.6 (0.2)

Average 6.6x 5.9x 12.9x 10.4x 1.3x

Median 7.4 6.5 13.4 11.1 0.4

Other Fruit and Vegetables Players

Del Monte Pacific $912 $1,013 14.2x 12.2x 26.0x 20.5x 1.7x

Bonduelle 738 1,824 7.2 6.6 10.3 8.6 4.3

Calavo Growers 399 412 11.6 9.0 21.8 16.8 1.3

Total Produce 322 394 4.8 4.7 8.7 8.4 0.9

La Doria 123 310 5.6 5.2 9.9 7.8 2.9

For Average 8.7x 7.5x 15.3x 12.4x 2.2x

reference Median 7.2 6.6 10.3 8.6 1.7

Other Food Commodity Peers

Tyson Foods $11,679 $13,177 6.7x 5.9x 13.3x 10.9x 0.7x

JBS(d) 9,313 19,849 8.2 7.0 14.0 10.0 3.9

Smithfield Foods(e) 3,116 4,978 5.8 5.4 9.4 8.3 2.6

Dean Foods(f) 1,999 2,636 6.2 5.8 20.5 15.4 1.5

Average 6.7x 6.0x 14.3x 11.1x 2.2x

Median 6.4 5.8 13.7 10.4 2.0

All Peers

Average 7.5x 6.6x 14.4x 11.5x 2.0x

Median 6.9 6.2 13.4 10.4 1.6

Dolphin Unaffected (as of 6/10/2013), Excluding Assumed After-Tax Present Value of Non-Core Assets—Comparable Basis EBITDA (g)

Management 5-Year Projections $921 $1,189 8.9x 8.1x — — 2.7x

Management High Case 921 1,189 8.9 7.6 — — 2.7

Special Committee Upside Case 921 1,189 8.5 6.9 — — 2.5

Dolphin Unaffected (as of 6/10/2013), Including Assumed After-Tax Present Value of Non-Core Assets—Comparable Basis EBITDA (g)

Management 5-Year Projections $921 $1,034 7.8x 7.1x — — 2.7x

Management High Case 921 1,034 7.8 6.6 — — 2.7

Special Committee Upside Case 921 1,034 7.4 6.0 — — 2.5

Source: Companies filings, FactSet, Wall Street Research.

(a) Based on fully diluted share count (latest available outstanding share count diluted for stock options using treasury method and other dilutive instruments), as of 8/9/2013. (b) EqV to EV bridge includes latest available net financial debt, non-controlling interests and equity investments at book value. (c) Based on latest available net financial debt and 2013E calendarized comparable basis EBITDA. (d) Includes impact of Seara Acquisition (incorporation of R$5.85bn of debt). (e) Based on unaffected share price as of 3/6/2013 (i.e. prior to disclosure of

28 Continental Grain letter to Smithfield Board of Directors). (f) Adjusted for spin-off of WhiteWave and including cash proceeds from disposal of remaining shares (at current spot price); adjusted for litigation settlement, cash performance units and phantom shares (settled in cash). (g) Equity value to Enterprise value for Dolphin as described on page 21; assumed after-tax present value of non-core assets of $155m (see pages 40-41 for more details).


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2 Public Comparable Benchmarks – Implied Value per Dolphin Share

($ in millions, except per share data)

Assumed Management Management Special Committee

Multiple Range 5-Year Projections High Case Upside Case

Low High Low High Low High Low High

2014E EBITDA—Company Reporting $164 $173 $189

Comparability Adjustments

Less: Stock-Based Compensation Expense (12) (12) (12)

Less: Equity Earnings Contribution and Interest Income (5) (5) (5)

2014E EBITDA—Comparable Basis $147 $156 $171

Enterprise Value 6.5x 7.5x $953 $1,099 $1,011 $1,167 $1,112 $1,283

—Net Financial Debt ($258) ($258) ($258) ($258) ($258) ($258)

—Non-Controlling Interests (7) (7) (7) (7) (7) (7)

+ Equity Investments 90 90 90 90 90 90

—Other Adjustments (94) (94) (94) (94) (94) (94)

+ Assumed After-Tax Present Value of Non-Core Assets(a) 155 155 155 155 155 155

Equity Value $839 $985 $897 $1,053 $998 $1,169

Implied Value Per Share(b) $9.31 $10.91 $9.95 $11.64 $11.05 $12.89

Implied Premium to Current Price of $12.81 (27.3%) (14.9%) (22.3%) (9.1%) (13.8%) 0.6%

Implied Premium to Unaffected Price of $10.20 (8.8%) 6.9% (2.5%) 14.1% 8.3% 26.3%

(a) See pages 40-41 for detailed calculation.

(b) Based on a fully diluted share count (outstanding number of shares as of 7/23/2013), including in-the-money dilutive instruments to reflect value to all equity holders: stock options (using treasury

method), RSAs, RSUs and Performance Shares.


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P R O J E C T D O L P H I N I I I V A L U A T I O N A N A L Y S I S

3 Precedent Transactions in the Fresh Fruit and Vegetables Space

($ in millions)

ANN. EBITDA ENTERPRISE ENTERPRISE VALUE AS MULTIPLE OF

DATE TARGET ACQUIRER TARGET MARGIN VALUE SALES EBITDA EBIT

9/12 Dolphin Asia Fresh & Packaged Foods Itochu Corporation Asia 7.6% $1,685 0.7x(a) 9.0x(a) -

7/12 Bolthouse Farms Campbell Soup USA 22.1% 1,550 2.2 10.2(b) 16.8

12/11 Turners & Growers (72.5%) BayWa New Zealand 6.3% 226 0.5 7.2 12.9

2/10 France Champignon Bonduelle France 7.5% 139 0.5(c) 6.3(c) 13.5(c)

6/08 Vitacress Salads RAR Group UK 7.9% 105 0.6 8.2 -

6/08 Desarollo Agroindustrial/Caribana Fresh Del Monte Produce Costa Rica 10.5% 403 0.8 8.1 10.1

7/06 Chiquita Brands South Pacific Tradefresh Australia 8.9% 128 0.8(d) 8.6(d) 11.8(d)

Average 0.9x 8.2x 13.0x

Median 0.7x 8.2x 12.9x

Memo:

12/02 Dolphin David Murdock USA 8.5% $2,322 0.5x 6.2x 8.7x

Source: Company Filings, Wall Street Research, Press, MergerMarket; excludes transactions with enterprise value below $100 million and prior to 2006.

(a) Financials as of 2011. Based on 2012E financials, EV/sales multiple would stand at 0.6x and EV/EBITDA multiple would stand at 8.4x.

(b) Company reports an EBITDA multiple of 9.5x including tax benefits.

(c) Financials as of 2008.

(d) Financials as of end of FY 2005 (6/30).


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3 Precedent Transaction Benchmarks – Implied Value per Dolphin Share

($ in millions, except per share data)

Assumed

Multiple Range Actuals

Low High Low High

Q2 2013 LTM EBITDA—Company Reporting $171

Comparability Adjustments

Less: Stock-Based Compensation Expense (18)

Less: Equity Earnings Contribution and Interest Income (6)

Q2 2013 LTM EBITDA—Comparable Basis $147

Enterprise Value 8.0x 9.0x $1,173 $1,319

—Net Financial Debt ($258) ($258)

—Non-Controlling Interests (7) (7)

+ Equity Investments 90 90

—Other Adjustments (94) (94)

+ Assumed After-Tax Present Value of Non-Core Assets(a) 155 155

Equity Value $1,059 $1,205

Implied Value Per Share(b) $11.70 $13.27

Implied Premium to Current Price of $12.81 (8.7%) 3.6%

Implied Premium to Unaffected Price of $10.20 14.7% 30.1%

(a) See pages 40-41 for detailed calculation.

(b) Based on a fully diluted share count (outstanding number of shares as of 7/23/2013), including in-the-money dilutive instruments to reflect value to all equity holders: stock options (using treasury

method), RSAs, RSUs and Performance Shares.


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Appendix


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P R O J E C T D O L P H I N

A Supplemental Materials on Management 5-Year Projections


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

A S U P P L E M E N T A L M A T E R I A L S O N M A N A G E M E N T 5—Y E A R P R O J E C T I O N S

Management 5-Year Projections – Key Assumptions

Source: 2013-2017 Projection Summary 07.22.2013 Revision (Dataroom: 3.9.3.)

Assessment of key variables (see next page for further details)

2014-2015 volume build-up in North America fresh fruit due to new ship program reflected in forecasts

Projections assume resolution of Ecuador tax case dispute

Do not reflect potential negative financial impact of restructuring Dolphin’s business in the event no resolution is reached

Working Capital

Working capital balance assumed at 3.4% of revenues

Capital Expenditures

1.5% of revenues

Plus strategic projects

Plus ship payments

Selected IT system update initiatives – $25 million

DBCP Resolution

Assuming resolution by 2016; Dolphin responsible for up to 50% of cash settlement

Tax provision

2013 per current estimates

20.0% for 2014-2017

Cash taxes

2013 as projected

2014-2017 increases as EBT increases, plus $1.6 million annual increase in Ecuador, assuming resolution of tax case dispute

Ecuador tax case resolution assumed in early 2014; $3.9 million tax base per year, less taxes already paid, plus 10% interest per annum

Source: Company.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

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A S U P P L E M E N T A L M A T E R I A L S O N M A N A G E M E N T 5—Y E A R P R O J E C T I O N S

Management 5-Year Projections – EBITDA Sensitivity Key Assumptions

($ in millions)

ADJUSTED EBITDA

Source: 2013-2017 EBITDA Sensitivity Analysis (Dataroom: 3.6.) IMPACT VS. DOLPHIN

3-YEAR PLAN

KEY ASSUMPTIONS LOW HIGH

Banana pricing:

North America: $0.34/box price increase on 76m boxes: not included in Low, maintained in High ($26.0) -

Europe: $0.49/box price increase on 21m boxes maintained in High; decreased by $0.24/box in Low (5.0) -

Latin America:

FRESH FRUIT Higher banana fruit costs: (29.1) (27.1)

No additional Ecuador farms / Banapuerto / Coyoles: $(10.0)-(12.0)m in High/Low (12.0) (10.0)

Higher banana fruit costs: $1.55/box on 110m boxes: $(17.1)m both in High and Low (17.1) (17.1)

Cost/price adjustment: committing to identify measures to achieve minimal profitability in Low +10.0 -

Chile: higher fruit costs – both in High and Low (0.7) (0.7)

Normalization of the business to the following EBITDA: (30.1) (20.1)

FRESH Fresh Pack: $10.0m – both in High and Low

VEGETABLES Value-Added: $40.0m Low/$50.0m High

Berries: $20.0m – both in High and Low

REALIGNMENT Fresh Fruit: High only — +12.0

/ COST SAVINGS DFV: both in High and Low +1.3 +1.3

Corporate: both in High and Low +1.5 +1.5

2014: 1.1m boxes build-up at $0.25/box +0.3 +0.3

2015: 2.2m boxes build-up at $0.25/box +0.6 +0.6

2016: 2 ships full year, 1 ship from May 1(st)only; incremental volume at $0.50/box EBITDA

NEW SHIPS Low: 86% capacity / 6m boxes / $7.5m lower shipping costs +10.5 -

High: 95% capacity / 9.3m boxes / $10.8m lower shipping costs — +15.5

2017: 3 ships full year; incremental volume at $.50/box EBITDA

Low: 86% capacity / 6.8m boxes / $8.4m lower shipping costs +11.8 -

High: 95% capacity / 10.5m boxes / $12.2m lower shipping costs — +17.4

2013 EBITDA from operations increased approximately $18m upon further review of fruit cost (vs. “Tuesday Package 6” – cf. Dataroom 4.3.)

OTHER The midpoint EBITDA would reflect bonus pools appropriate for the earnings level

ASSUMPTIONS Projections do not incorporate any acquisition activity and are based on Dolphin’s current capital structure

2016 and 2017 projections are flat compared with 2015 except for the impact of the replacement vessels

33 Source: Company.


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P R O J E C T D O L P H I N

A S U P P L E M E N T A L M A T E R I A L S O N M A N A G E M E N T 5—Y E A R P R O J E C T I O N S

Management 5-Year Projections – Adjusted EBITDA (Detail)

($ in millions)

Source: Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.)

2013E 2014E 2015E 2016E 2017E

Dolphin Management Dolphin Management Management Management

Original 3-Year 5-Year Projections 3-Year 5-Year Projections 5-Year Projections 5-Year Projections

Budget P6(a) Target(a)(b) Plan Low(c) High(c) Plan Low(c) High(c) Low(c) High(c) Low(c) High(c)

Fresh Fruit $ 120.6 $119.0 $ 137.3 $158.4 $ 108.0 $ 143.0 $ 162.0 $111.8 $ 146.8 $ 121.7 $161.7 $ 123.0 $163.6

Fresh Vegetables 84.8 59.0 59.0 78.6 71.3 81.3 103.0 74.2 84.2 74.2 84.2 74.2 84.2

Corporate Expenses (50.9) (47.7) (47.7) (51.5) (51.3) (51.3) (53.1) (52.9) (52.9) (52.9) (52.9) (52.9) (52.9)

Total Company $154.5 $130.3 $148.5 $185.5 $128.0 $173.0 $211.9 $133.1 $178.1 $143.0 $193.0 $144.3 $194.9

Bonus Reversal/Berry Earn-Out 0.0 25.0 6.0 15.0 27.0 0.0 0.0 27.0 0.0 27.0 0.0 27.0 0.0

Adjusted Total $154.5 $155.3 $154.5 $200.5 $155.0 $173.0 $211.9 $160.1 $178.1 $170.0 $193.0 $171.3 $194.9

Midpoint of Projections $164.0 $169.2 $181.5 $183.2

+$0.0 ($36.5) ($42.7)

Source: Company.

(a) Adjusted for E.U. fine ($33.8m recorded in Q1 2013 as per Company “Tuesday Packages”).

(b) Target for 2013 assumes $19m of cash bonus paid, i.e. $6m of cash bonus reversal.

(c) Low scenarios assume cash bonus reversal. High scenarios assume $27m of cash bonus paid.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

A S U P P L E M E N T A L M A T E R I A L S O N M A N A G E M E N T 5—Y E A R P R O J E C T I O N S

Historical Performance by Division

($ in millions)

***

Source: Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.); 2013-2017 Projection Summary

07.22.2013 Revision (Dataroom: 3.9.3.)

DFFNA EUROPE

Adjusted VAR. 09A-13E: ($116m) VAR. 09A-13E: +$10m

EBITDA $74

$212 $199 $58

$183 $173 $47

$154 $31 $29 $33 $35 $35 $35

$136 $129 $24 $25 $28

Budget $104 $(96)$96 $91 $92 $104 $106 $7

Actual/Proj. ($26)

2009A 2010A 2011A 2012A 2013E 2014E 2015E 2016E 2017E 2009A 2010A 2011A 2012A 2013E 2014E 2015E 2016E 2017E

Actual vs. Budget ($) +$58 +$16 +$37 +$25 ($50) ($84) ($24) ($22)

Actual vs. Budget (%) +38% +9% +27% +24% (68%) (145%) (77%) (47%)

CHILE DFV

$80 $85 $76 $79 $79 $79

$17 $17 $18 $18 $18 $(56) $55 $53 $52 $59

$15 $15 $15 $16 $16 $52

$13 $40

$(10) $9

$8 $26

2009A 2010A 2011A 2012A 2013E 2014E 2015E 2016E 2017E 2009A 2010A 2011A 2012A 2013E 2014E 2015E 2016E 2017E

Actual vs. Budget ($) ($2) +$2 +$6 +$2 ($14) +$4 ($2) ($28)

Actual vs. Budget (%) (12%) +25% +67% +15% (35%) +8% (4%) (35%)

35 Source: Company.


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A S U P P L E M E N T A L M A T E R I A L S O N M A N A G E M E N T 5—Y E A R P R O J E C T I O N S

Management 5-Year Projections vs. Research Estimates – Adjusted EBITDA

($ in millions)

Source: Board of Directors’ Meeting – Company Overview – July 2013 (Dataroom: 1.10.); 2013-2017 Projection Summary

07.22.2013 Revision (Dataroom: 3.9.3.)

EBITDA ESTIMATES

2013E 2014E 2015E 2016E 2017E

Research Estimates

Goldman Sachs (7/26/2013) $151.6 $181.9 $193.2 — -

BofA-ML (6/11/2013) 115.5 164.6 — — -

Janney (7/26/2013) 156.5 182.0 — — -

BB&T (7/26/2013) 158.8 — — — -

Average $145.6 $176.2 $193.2 — -

Median 154.1 181.9 193.2 — -

Memo: FactSet Median $154.0 $181.9 $193.2 — -

Management 5-Year Projections(a) $154.5 $164.0 $169.2 $181.5 $183.2

Management High Case 154.5 173.0 178.1 193.0 194.9

Management vs. Average ($) $8.9 ($12.2) ($24.0) — -

Management vs. Median ($) 0.5 (17.9) (24.0) — -

Management vs. FactSet ($) 0.5 (17.9) (24.0) — -

Source: Company, Wall Street Research, FactSet as of 8/9/2013.

(a) Target for 2013 (adjusted for E.U. fine), midpoint of projections for 2014E-2017E period.

OBSERVATIONS

Limited number of analysts covering Dolphin

Limited visibility beyond 2014

Some variability in 2013 estimates

Management continues to guide towards low end of original $150-170m 2013E EBITDA guidance


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A S U P P L E M E N T A L M A T E R I A L S O N M A N A G E M E N T 5—Y E A R P R O J E C T I O N S

Cost Savings – Management Estimates

($ in millions)

Source: EBITDA Bridge and Pro Forma (Dataroom: 3.3.); 2013-2017 EBITDA Sensitivity Analysis (Dataroom: 3.6.)

EBITDA

BRIDGE

(JUNE 2013)

2014E 2015E

Additional Cost Savings Low High Low High

EBITDA Additional: Fresh Fruit — $12.0 — $12.0

SENSITIVITY Additional: Fresh Vegetables 1.3 1.3 1.3 1.3

(JULY 2013)

Additional: Corporate 1.5 1.5 1.5 1.5

Additional: Cost/Price Adjustment—Latin America 10.0 — 10.0 -

Total Realignment/Cost Savings 12.8 14.8 12.8 14.8

Source: Company.


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B Supplemental Valuation Materials


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B S U P P L E M E N T A L V A L U A T I O N M A T E R I A L S

Dolphin vs. Peers – EBITDA Comparability

($ in millions)

Source: 2013-2017 Projection Summary 07.22.2013 Revision (Dataroom: 3.9.3.); Equity Earnings Forecast (Dataroom: 3.9.5)

FRESH DEL

DOLPHIN MONTE CHIQUITA FYFFES

Reported EBITDA build-up

Stock-Based Compensation Above the Line

(a)

Equity Earnings Contribution Below the Line

Interest Income Below the Line

Q2 2013

EBITDA Comparability Adjustments LTM 2013E 2014E

Adjusted EBITDA—Company Reporting $170.6 $154.5 $164.0

Less: Stock-Based Compensation Expense ($17.9) ($13.6) ($12.2)

Less: Equity Earnings Contribution and Interest Income (6.1) (7.8) (5.2)

o/w Equity Earnings Contribution (6.0) (7.6) (5.1)

o/w Interest Income (b) (0.1) (0.2) (0.1)

Adjusted EBITDA—Comparable Basis $146.6 $133.1 $146.6

Source: Companies filings, FactSet and Wall Street Research.

(a) Projected equity earnings of $0.3 million in 2013 and 2014.

(b) Assumes 0.07% interest rate per annum per Company’s guidance.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

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B S U P P L E M E N T A L V A L U A T I O N M A T E R I A L S

Equity Value to Enterprise Value Adjustments

($ in millions)

Source: 2013-2017 Cash Flow Projections Revised 7-24-2013 (Dataroom: 3.9.6.); Dolphin 2013 10-Q as of 06-15-2013

Note: Does not include assumed after-tax present value of non-core assets of $155m (see pages 40-41 for further details)

Item Q2 Comments/Observations

Gross Financial Debt 683.0 Reported, as of 6/15/2013

Cash and Cash Equivalents (424.9) Reported, as of 6/15/2013, excluding restricted cash ($16.3m)

Net Financial Debt $258.0 Reported, as of 6/15/2013

Non-Controlling Interests 6.5 Book value, as of 6/15/2013

Equity Investments (90.1) Book value, as of 6/15/2013

Assets Held For Sale (0.6) Book value, as of 6/15/2013

Pro Forma Adjustments 94.9

E.U. Fine 64.5 Post-Q2 2013 closing payment

Honduran Tax Case Settlement 16.8 Post-Q2 2013 closing payment

Remaining Itochu-Related Transaction Costs *** Post-Q2 2013 closing payment

Total EqV-EV Adjustments $268.8

Source: Company.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

***

B S U P P L E M E N T A L V A L U A T I O N M A T E R I A L S

Summary of Dolphin Non-Core Assets

($ in millions)

Source: Dolphin Non-Core Assets Revised 7-10-2013 (Dataroom 7.3.1.)

Estimated Value Net Book

Acres Low High Value

Latin America and Europe

Ecuador: Former Flowers Property 487 $1.3 $1.7 $0.4

Colombia: Former Flowers Properties(a) 151 4.0 5.1 2.8

Italy: Ripening Warehouse(a) 3 1.0 2.0 2.3

Honduras: Lis Lis 1,343 6.0 12.0 0.1

NON-CORE Honduras: La Ceiba Golf Course 44 16.0 18.0 0.3

ASSETS Honduras: La Ceiba Golf Properties(a) 147 38.0 47.5 0.6

SUMMARY Ukraine: Former Arkadia Warehouses(a) 18 1.0 2.0 —

Total Latin America and Europe Assets 2,193 $67.3 $88.3 $6.5

SOURCE:

DOLPHIN United States

MANAGEMENT Citation Corporate Jet(a) — $0.6 $0.7 $0.6

Hawaii Land Market for Sale(a) 20,600 175.0 200.0 147.7

Salinas Campus(b) 9 — — 3.3

Total U.S. Assets 20,609 $175.6 $200.7 $151.6

Total Worldwide Saleable Assets 22,802 $242.9 $289.0 $158.1

ASSUMED Est. Est. Theoretical

ESTIMATED Pre-tax Value Tax Tax After-tax

NET VALUE Min Max Midpoint Basis Rate Value

CALCULATION

Latin America and Europe Assets $67.3 $88.3 $77.8 $0.0 10.0% $70.0

SOURCE:

DOLPHIN US Assets 175.6 200.7 188.2 0.0 37.5% 117.6

MANAGEMENT

GUIDANCE Total $242.9 $289.0 $266.0 $0.0 $187.6

Source: Company.

(a) Currently listed for sale.

40 (b) Currently being used by Dolphin Fresh Vegetables operations.

OBSERVATIONS

Assumed value based on Management estimates and guidance

Hawaiian farmed land not included, notwithstanding limited contribution to EBITDA, on concerns that Dolphin needs to maintain an active farming presence in Hawaii (for branding and other commercial reasons)

Assumed pre-tax value of $72.5m

Marginal contribution to EBITDA (~$1.1-1.2m in 2014-2015)

Net impact on DCF value would be ~$0.30 per share

Assumes after-tax values do not include any tax from repatriation of offshore sale proceeds


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Illustrative After-Tax Valuation of Non-Core Assets

($ in millions)

Key assumptions:

Disposal sequenced evenly over a 4-year period (2014-2017); note: disposals could prove more difficult to realize in outer years given the potential for decreasing attractiveness of the remaining parcels over time

Does not include any sale of assets related to ordinary course of business (sale of containers, etc.)

Does not include Hawaiian farmed land

Discounted value based on discount rate of 8.0%

Memo:

Total Assumed Undiscounted After-Tax Non-Core Asset Value $187.6

BUDGET PROJECTIONS

H2 2013 2014E 2015E 2016E 2017E

Net Proceeds of Sale of Non-Core Assets —$46.9 $46.9 $46.9 $46.9

Discounted Value @ 8.0% —$43.3 $40.1 $37.1 $34.4

Illustrative Present Value of Future Cash Proceeds $154.9


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B S U P P L E M E N T A L V A L U A T I O N M A T E R I A L S

Dolphin Hawaii – Excess Land Holding Valuation Reconciliation

($ in thousands)

Source: Dole Hawaii Land Holding Valuation Reconciliation 7-2-13 (Dataroom: 7.3.3.)

Source: Company.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

***

B S U P P L E M E N T A L V A L U A T I O N M A T E R I A L S

DCF Analysis – Management 5-Year Projections

($ in millions)

BUDGET PROJECTIONS Terminal

P&L H2 2013 2014E 2015E 2016E 2017E Value

EBITDA—Company Reporting $30.8 $164.0 $169.2 $181.5 $183.2 $183.2

Less: Stock-Based Compensation Expense ($1.7) ($12.2) ($12.1) ($12.1) ($12.1) (12.1)

Less: Equity Earnings Contribution (4.4) (5.1) (5.1) (5.1) (5.1) (5.1)

Less: Interest Income (0.1) (0.1) (0.1) (0.1) (0.1) (0.1)

EBITDA—Comparable Basis $24.6 $146.6 $151.9 $164.3 $165.9 $165.9

Less: D&A (36.1) (68.3) (67.8) (67.3) (66.9) (69.3)

EBIT—Comparable Basis ($11.5) $78.3 $84.1 $97.0 $99.0 $96.6

Less: Taxes 2.3 (15.7) (16.8) (19.4) (19.8) (19.3)

% Ef f ective Tax Rate (a) 20.0% 20.0% 20.0% 20.0% 20.0% 20.0%

Unlevered Net Income ($9.2) $62.7 $67.2 $77.6 $79.2 $77.3

Cash Flow Items

Plus: D&A 36.1 68.3 67.8 67.3 66.9 69.3

Less: Strategic and All Other CapEx (76.7) (92.9) (68.3) (69.2) (69.3) (69.3)

Less: IT CapEx 0.0 (15.0) (10.0) 0.0 0.0 0.0

Less: Ships Payments (32.9) (32.9) (67.5) (34.7) 0.0 0.0

Less: Change in Working Capital 14.7 (2.4) (3.5) (2.0) (0.3) 0.0

Less: Pension Cash Contribution (7.3) (18.1) (13.6) (10.6) (8.3) 0.0

Less: DBCP Settlements (2.5) (8.9) (8.7) (4.9) 0.0 0.0

Less: Ecuador Tax Case Settlement — (19.6) 0.0 0.0 0.0 0.0

Less: Ecuador Incremental Taxes — (1.6) (1.6) (1.6) (1.6) (1.6)

Unlevered Free Cash Flow ($77.7) ($60.4) ($38.1) $21.9 $66.6 $75.7

(a) As per Company’s guidance.


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DCF Analysis – Management 5-Year Projections (cont’d)

($ in millions, except per share data)

PV of PV of Term. Value Total Enterprise Value Implied Exit EV/EBITDA Multiple

Future at Perpetuity Growth Rate of: at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

WACC Cash Flows 1.0% 1.5% 2.0% 1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

7.0% ($97) $937 $1,027 $1,135 $839 $930 $1,038 7.7x 8.4x 9.3x

7.5% (98) 847 922 1,010 749 824 913 7.1 7.7 8.5

8.0% (98) ++ 770 833 907 == 671 735 809 6.6 7.1 7.8

8.5% (99) 704 757 820 605 659 721 6.1 6.6 7.2

9.0% (99) 646 692 745 547 593 646 5.8 6.2 6.6

Adj.

Net Implied Equity Value Implied Value per Share(b)

Debt (a) at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

($269) $571 $661 $769 $6.33 $7.33 $8.54

(269) 480 555 644 5.33 6.16 7.15

++ (269) == 403 466 540 4.47 5.17 5.99

(269) 336 390 452 3.73 4.33 5.02

(269) 278 324 377 3.08 3.60 4.19

Assumed After-Tax

PV of Non-Core Implied Value per Share (b)

Assets at Perpetuity Growth Rate of:

1.0% 1.5% 2.0%

$155 $8.05 $9.05 $10.24

155 7.05 7.88 8.86

++ 155 6.19 6.89 7.71

155 5.45 6.05 6.74

155 4.80 5.32 5.91

(a) Includes net debt as of 6/15/2013, non-controlling interests and equity investments at 6/15/2013 book value and other adjustments as previously described.

(b) Based on a fully diluted share count (outstanding number of shares as of 7/23/2013), including in-the-money dilutive instruments to reflect value to all equity holders: stock options (using treasury

method), RSAs, RSUs and Performance Shares.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

***

B S U P P L E M E N T A L V A L U A T I O N M A T E R I A L S

DCF Analysis – Management High Case

($ in millions)

BUDGET PROJECTIONS Terminal

P&L H2 2013 2014E 2015E 2016E 2017E Value

EBITDA—Company Reporting $30.8 $173.0 $178.1 $193.0 $194.9 $194.9

Less: Stock-Based Compensation Expense ($1.7) ($12.2) ($12.1) ($12.1) ($12.1) (12.1)

Less: Equity Earnings Contribution (4.4) (5.1) (5.1) (5.1) (5.1) (5.1)

Less: Interest Income (0.1) (0.1) (0.1) (0.1) (0.1) (0.1)

EBITDA—Comparable Basis $24.6 $155.6 $160.8 $175.7 $177.6 $177.6

Less: D&A (36.1) (68.3) (67.8) (67.3) (66.9) (69.3)

EBIT—Comparable Basis ($11.5) $87.3 $93.0 $108.4 $110.8 $108.3

Less: Taxes 2.3 (17.5) (18.6) (21.7) (22.2) (21.7)

% Ef f ective Tax Rate(a) 20.0% 20.0% 20.0% 20.0% 20.0% 20.0%

Unlevered Net Income ($9.2) $69.9 $74.4 $86.7 $88.6 $86.7

Cash Flow Items

Plus: D&A 36.1 68.3 67.8 67.3 66.9 69.3

Less: Strategic and All Other CapEx (76.7) (92.9) (68.3) (69.2) (69.3) (69.3)

Less: IT CapEx 0.0 (15.0) (10.0) 0.0 0.0 0.0

Less: Ships Payments (32.9) (32.9) (67.5) (34.7) 0.0 0.0

Less: Change in Working Capital 14.7 (2.4) (3.5) (2.0) (0.3) 0.0

Less: Pension Cash Contribution (7.3) (18.1) (13.6) (10.6) (8.3) 0.0

Less: DBCP Settlements (2.5) (8.9) (8.7) (4.9) 0.0 0.0

Less: Ecuador Tax Case Settlement — (19.6) 0.0 0.0 0.0 0.0

Less: Ecuador Incremental Taxes — (1.6) (1.6) (1.6) (1.6) (1.6)

Unlevered Free Cash Flow ($77.7) ($53.2) ($31.0) $31.1 $76.0 $85.1

(a) As per Company’s guidance.


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DCF Analysis – Management High Case (cont’d)

($ in millions, except per share data)

PV of PV of Term. Value Total Enterprise Value Implied Exit EV/EBITDA Multiple

Future at Perpetuity Growth Rate of: at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

WACC Cash Flows 1.0% 1.5% 2.0% 1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

7.0% ($70) $1,053 $1,154 $1,276 $983 $1,085 $1,206 8.1x 8.8x 9.8x

7.5% (71) 952 1,036 1,136 881 966 1,065 7.4 8.1 8.9

8.0% (71) ++ 865 936 1,020 == 794 865 948 6.9 7.5 8.1

8.5% (72) 791 852 922 719 779 849 6.4 6.9 7.5

9.0% (73) 726 778 838 653 705 765 6.0 6.5 7.0

Adj.

Net Implied Equity Value Implied Value per Share(b)

Debt (a) at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

($269) $715 $816 $938 $7.93 $9.06 $10.39

(269) 612 697 797 6.80 7.73 8.84

+ (269) == 525 596 679 5.83 6.62 7.54

(269) 450 511 581 4.99 5.67 6.44

(269) 384 437 496 4.27 4.85 5.51

Assumed After-Tax

PV of Non-Core Implied Value per Share(b)

Assets at Perpetuity Growth Rate of:

1.0% 1.5% 2.0%

$155 $9.64 $10.75 $12.06

155 8.51 9.45 10.54

+ 155 7.55 8.34 9.26

155 6.71 7.39 8.16

155 5.98 6.56 7.23

(a) Includes net debt as of 6/15/2013, non-controlling interests and equity investments at 6/15/2013 book value and other adjustments as previously described.

(b) Based on a fully diluted share count (outstanding number of shares as of 7/23/2013), including in-the-money dilutive instruments to reflect value to all equity holders: stock options (using treasury

method), RSAs, RSUs and Performance Shares.


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***   Certain portions of this exhibit have been redacted and separately filed with the Securities and Exchange Commission pursuant to a request for confidential treatment.

 

P R O J E C T D O L P H I N

***

B S U P P L E M E N T A L V A L U A T I O N M A T E R I A L S

DCF Analysis – Special Committee Upside Case

($ in millions)

BUDGET PROJECTIONS Terminal

P&L H2 2013 2014E 2015E 2016E 2017E Value

EBITDA—Company Reporting $37.3 $188.5 $202.9 $225.4 $230.9 $230.9

Less: Stock-Based Compensation Expense ($1.7) ($12.2) ($12.1) ($12.1) ($12.1) (12.1)

Less: Equity Earnings Contribution (4.4) (5.1) (5.1) (5.1) (5.1) (5.1)

Less: Interest Income (0.1) (0.1) (0.1) (0.1) (0.1) (0.1)

EBITDA—Comparable Basis $31.1 $171.1 $185.6 $208.2 $213.7 $213.7

Less: D&A (36.1) (68.3) (67.8) (67.3) (66.9) (69.3)

EBIT—Comparable Basis ($5.0) $102.8 $117.8 $140.9 $146.8 $144.3

Less: Taxes 1.0 (20.6) (23.6) (28.2) (29.4) (28.9)

% Ef f ective Tax Rate (a) 20.0% 20.0% 20.0% 20.0% 20.0% 20.0%

Unlevered Net Income ($4.0) $82.3 $94.2 $112.7 $117.5 $115.5

Cash Flow Items

Plus: D&A 36.1 68.3 67.8 67.3 66.9 69.3

Less: Strategic and All Other CapEx (b) (55.2) (100.1) (75.5) (76.4) (69.3) (69.3)

Less: IT CapEx 0.0 (15.0) (10.0) 0.0 0.0 0.0

Less: Ships Payments (32.9) (32.9) (67.5) (34.7) 0.0 0.0

Less: Change in Working Capital 14.7 (2.4) (3.5) (2.0) (0.3) 0.0

Less: Pension Cash Contribution (7.3) (18.1) (13.6) (10.6) (8.3) 0.0

Less: DBCP Settlements (2.5) (8.9) (8.7) (4.9) 0.0 0.0

Less: Ecuador Tax Case Settlement — (19.6) 0.0 0.0 0.0 0.0

Less: Ecuador Incremental Taxes — (1.6) (1.6) (1.6) (1.6) (1.6)

Unlevered Free Cash Flow ($51.0) ($48.0) ($18.3) $49.9 $104.8 $113.9

(a) As per Company’s guidance.

(b) See page 16 for further details.


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DCF Analysis – Special Committee Upside Case (cont’d)

($ in millions, except per share data)

PV of PV of Term. Value Total Enterprise Value Implied Exit EV/EBITDA Multiple

Future at Perpetuity Growth Rate of: at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

WACC Cash Flows 1.0% 1.5% 2.0% 1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

7.0% $10 $1,410 $1,546 $1,709 $1,420 $1,555 $1,718 9.0x 9.8x 10.9x

7.5% 8 1,274 1,387 1,521 1,282 1,395 1,529 8.3 9.0 9.9

8.0% 6 ++ 1,159 1,254 1,365 == 1,165 1,260 1,371 7.7 8.3 9.1

8.5% 5 1,059 1,140 1,234 1,064 1,145 1,239 7.2 7.7 8.4

9.0% 3 972 1,042 1,122 976 1,046 1,125 6.7 7.2 7.8

Adj.

Net Implied Equity Value Implied Value per Share(b)

Debt (a) at Perpetuity Growth Rate of: at Perpetuity Growth Rate of:

1.0% 1.5% 2.0% 1.0% 1.5% 2.0%

($269) $1,151 $1,287 $1,450 $12.69 $14.13 $15.87

(269) 1,013 1,127 1,260 11.21 12.43 13.85

++ (269) == 896 992 1,103 9.93 10.97 12.17

(269) 795 876 970 8.82 9.72 10.74

(269) 707 777 857 7.84 8.62 9.50

Assumed After-Tax

PV of Non-Core Implied Value per Share (b)

Assets at Perpetuity Growth Rate of:

1.0% 1.5% 2.0%

$155 $14.34 $15.78 $17.52

155 12.88 14.08 15.50

++ 155 11.62 12.64 13.83

155 10.52 11.40 12.41

155 9.56 10.32 11.19

(a) Includes net debt as of 6/15/2013, non-controlling interests and equity investments at 6/15/2013 book value and other adjustments as previously described.

(b) Based on a fully diluted share count (outstanding number of shares as of 7/23/2013), including in-the-money dilutive instruments to reflect value to all equity holders: stock options (using treasury

method), RSAs, RSUs and Performance Shares.


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WACC Calculation

($ in millions)

Net

Market Value Financial Total Net Debt/ Net Debt/ Levered Unlevered Cost of

Company of Equity (a) Debt(b) Capitalization Equity Total Cap. Beta Beta (c) Equity (d)

Fresh Produce Peers

Fresh Del Monte $1,667 $92 $1,759 5.5% 5.2% 0.644 0.617 6.9%

Chiquita Brands 594 535 1,129 90.0% 47.4% 1.402 0.815 12.0%

Fyffes 267 (12) 255 — — 0.626 0.626 6.8%

Average 31.8% 17.5% 0.891 0.686 8.5%

Median 5.5% 5.2% 0.644 0.626 6.9%

Other Fruit and Vegetables Players

Del Monte Pacific $912 $150 $1,062 16.4% 14.1% 0.832 0.738 8.2%

Bonduelle 738 1,087 1,825 147.2% 59.5% 0.813 0.392 8.0%

Calavo Growers 399 45 444 11.2% 10.1% 0.634 0.594 6.8%

Total Produce 322 70 392 21.8% 17.9% 0.804 0.694 8.0%

La Doria 123 158 281 127.8% 56.1% 0.694 0.370 7.2%

For Average 64.9% 31.5% 0.755 0.557 7.6%

reference Median 21.8% 17.9% 0.804 0.594 8.0%

Other Food Commodity Peers

Tyson Foods $11,679 $1,464 $13,143 12.5% 11.1% 0.774 0.718 7.8%

JBS(e) 9,313 9,495 18,807 102.0% 50.5% 1.674 1.071 13.8%

Smithfield Foods(f) 3,116 2,225 5,341 71.4% 41.7% 1.257 0.800 11.0%

Dean Foods(g) 1,999 636 2,636 31.8% 24.1% 1.197 0.999 10.6%

Average 54.4% 31.9% 1.226 0.897 10.8%

Median 51.6% 32.9% 1.227 0.900 10.8%

All Peers

Average 53.1% 28.1% 0.946 0.703 8.9%

Median 26.8% 21.0% 0.809 0.706 8.0%

Dolphin—Unaffected (as of 6/10/2013) $921 $353(h) $1,273 38.3% 27.7% 1.472 1.127 12.4%

Source: Companies filings, FactSet, Bloomberg, Barra.

(a) Based on fully diluted share count (latest available outstanding share count diluted for stock options using treasury method and other dilutive instruments), as of 8/9/2013. (b) Net financial debt only (i.e. not including non-controlling-interests nor equity investments). (c) Unlevered Beta = Levered Beta / [1 + (1—Tax Rate) x (Net Debt / Equity)]. (d) Cost of Equity = (Risk Free Rate of Return)+(Levered Beta) x (Equity Risk Premium) + Equity Size Premium. (e) Includes impact of Seara Acquisition (incorporation of R$5.85bn of debt).

49 (f) Based on unaffected share price as of 3/6/2013 (i.e. prior to disclosure of Continental Grain letter to Smithfield Board of Directors). (g) ) Adjusted for spin-off of WhiteWave and including cash proceeds from disposal of remaining shares (at current spot price); adjusted for litigation settlement, cash performance units and phantom shares (settled in cash). (h) Equity value to Enterprise value for Dolphin as described on page 21, excluding assets held for sale and assumed after-tax present value of non-core assets (see pages 40-41 for further details).


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WACC Calculation (cont’d)

Analysis does not include a size premium given that all of the most relevant peers are of a comparable size to Dolphin

WACC CALCULATION—BASED ON PEERS BETA

Pre-Tax / After-Tax Cost of Debt(a)

5.5% 6.5% 7.5%

Net Debt/ Net Debt/ Unlevered Levering Levered Cost of 4.4% 5.2% 6.0%

Total Cap. Equity Beta Factor(b) Beta Equity(c) Weighted Average Cost of Capital (d)

10% 11.1% 0.686 1.089 0.747 7.6% 7.3% 7.3% 7.4%

20% 25.0% 0.686 1.200 0.823 8.1% 7.4% 7.5% 7.7%

30% 42.9% 0.686 1.343 0.921 8.7% 7.4% 7.7% 7.9%

40% 66.7% 0.686 1.533 1.052 9.6% 7.5% 7.9% 8.2%

50% 100.0% 0.686 1.800 1.235 10.9% 7.6% 8.0% 8.4%

60% 150.0% 0.686 2.200 1.509 12.7% 7.7% 8.2% 8.7%

SENSITIVITY ON UNLEVERED BETA

Unlevered Beta

Unlevered Beta 0.600 0.700 0.800 0.900

Target Net Debt/Capitalization 27.50% 27.50% 27.50% 27.50%

Target Net Debt/Equity 37.9% 37.9% 37.9% 37.9%

Levering Factor(b) 1.303 1.303 1.303 1.303

Levered Beta(e) 0.782 0.912 1.043 1.173

Effective Tax Rate(a) 20.00% 20.00% 20.00% 20.00%

Risk-Free Rate of Return(f) 2.58% 2.58% 2.58% 2.58%

Long Term Equity Risk Premium (g) 6.70% 6.70% 6.70% 6.70%

Cost of Equity(c) 7.8% 8.7% 9.6% 10.4%

Pre-Tax Cost of Debt 6.50% 6.50% 6.50% 6.50%

Weighted Average Cost of Capital (d) 7.1% 7.7% 8.4% 9.0%

Source: Companies filings, FactSet, Bloomberg, Barra and Ibbotson.

(a) Marginal tax rate of 20.0%, as per Company’s guidance. (b) Levering Factor = [1 + (1—Tax Rate) x (Net Debt / Equity)]. (c) Cost of Equity = (Risk Free Rate of Return)+(Levered

50 Beta) x (Equity Risk Premium) + Equity Size Premium. (d) Weighted Average Cost of Capital = (After-Tax Cost of Debt) x (Net Debt/Cap.) + (Cost of Equity) x (Equity/Cap.). (e)

Levered Beta = Unlevered Beta x Levering Factor. (f) 10-Year Treasury Bond Yield as of 8/9/2013. (g) Represents the long-term expected equity risk premium based on differences

between large company stock total returns and long-term government bonds.


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Dolphin Share Price Performance – Since IPO

Price LTM Peak: Volume (m)

9/20/2012—$14.35

$16 25.0

Max: $14.87

DHM Revised

Offer: $13.50

14

$12.28 20.0

12 $12.81

DHM June 10 +4%

Offer: $12.00

10

15.0

8

Min: $8.05

10.0

6

4

5.0

2

0 0.0

Oct 2009 Jul 2010 Apr 2011 Feb 2012 Nov 2012 Aug 2013

Source: FactSet as of 8/9/2013.


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Equity Analyst Price Targets and Evolution Over Time

ANALYST AND PRICE TARGET

DOLPHIN RATING EVOLUTION SINCE IPO

ANALYST PRICE TARGET

(PRE – POST OFFER)

Pre/Post-Offer

$12.00

5/3 – 7/26

Pre-Offer Post-Offer

$10.50 $12.50

5/28 – 7/25

Pre-Offer Post-Offer

5/6 – 6/11 $9.00 N/A

Pre/Post-Offer

N/A

Hold

5/3 – 7/26

Buy

Hold Pre-Offer Median Target Price Current

$10.50 Spot Price

Sell (+2.9% vs. 6/10/2013 spot)(a) $12.81(b)

Source: FactSet, Wall Street research.

52 (a) Spot price of $10.20 as of 6/10/2013.

(b) Spot price as of 8/9/2013.

100% $ 20

1 1 1

90% $ 18

1 2 2 2 1

2 1

80% $ 16

3 3

2 2

70% $ 14

5

60% $ 12

50% 2 $ 10

6 6 6 3

40% $ 8

3 6 6 6 3

2

30% $ 6

4

2 2 2

20% $ 4

1

10% $ 2

1 1 1

0% $ 0

Sell Hold Buy Trading Price Avg. Target Price


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Illustrative LBO Analysis – Based on Special Committee Upside Case

($ in millions, except per share data)

SOURCES AND USES PURCHASE PRICE MULTIPLES (BASED ON COMPARABLE BASIS EBITDA)

Assumes entry as of 6/15/2013 (end of Q2 2013) Multiple of Includes assumed af ter-tax PV of non-core assets of $155m

Purchase Price per Share LTM EBITDA EBITDA Purchase Price per Share

$13.00 $13.50 $14.00 (Company Reporting) (Comparable Basis) $13.00 $13.50 $14.00

Sources: Enterprise Value/

New Term Loan B $682 $682 $682 4.0x LTM EBITDA $147 8.8x 9.1x 9.5x

Senior Unsecured Notes 341 341 341 2.0x 2013E EBITDA 140 9.3x 9.6x 9.9x

Total Funded Debt $1,023 $1,023 $1,023 6.0x 2014E EBITDA 171 7.6x 7.8x 8.1x

Revolver (Undrawn @ Close) 150 150 150 —

Total Gross Debt $1,023 $1,023 $1,023 6.0x

Equity 619 666 713 RETURNS—EXIT IN 2017 (4.5 YEARS)—NO ADDITIONAL COST SAVINGS

% Equity 38% 39% 41%

Total Capitalization $1,643 $1,690 $1,737 2018E EBITDA Sale Purchase Price per Share

(Comparable Basis) $217 EV $13.00 $13.50 $14.00

Uses: N+1 Forward 6.5x $1,412 (3.8%) (5.3%) (6.7%)

Equity Purchase Price $1,180 $1,227 $1,273 EBITDA 7.0x $1,520 0.1% (1.5%) (3.0%)

Plus: Gross Debt 683 683 683 Multiple 7.5x $1,629 3.5% 1.9% 0.4%

Minus: Excess Cash (270) (270) (270) (at end of 2017E) 8.0x $1,737 6.6% 4.9% 3.4%

Plus: Fees 50 50 50

Total Uses $1,643 $1,690 $1,737

CREDIT STATISTICS @ $13.50 PER SHARE—NO ADDITIONAL COST SAVINGS RETURNS—EXIT IN 2017 (4.5 YEARS)—$20M ADDITIONAL COST SAVINGS

At. Close After 1.5 Yr After 3.5 Yr After 4.5 Yr

New TL B Cumul. Paydown — 1.0% 3.0% 16.0%

Cumul. Total Debt Paydown — NM 2.9% 14.0% 2018E EBITDA Sale Purchase Price per Share

FCF/Debt — (2.9%) 6.2% 13.0% (Comparable Basis) $237 EV $13.00 $13.50 $14.00

Total Debt/EBITDA 6.0x 5.8x 4.6x 4.0x N+1 Forward 6.5x $1,542 2.6% 0.9% (0.6%)

Net Debt/EBITDA 5.6x 5.5x 4.3x 3.7x EBITDA 7.0x $1,660 6.0% 4.3% 2.8%

EBITDA / Interest — 3.1x 3.5x 3.6x Multiple 7.5x $1,779 9.1% 7.4% 5.8%

EBITDA—Capex / Interest — 0.7x 1.8x 2.5x (at end of 2017E) 8.0x $1,897 11.9% 10.1% 8.5%

Sources: Company, Special Committee, Bloomberg, Factset.

Notes:

Assuming entry gross leverage of 6.0x Q2 2013 LTM EBITDA of $171m (Company Reporting EBITDA), implying a net entry leverage of 5.6x Q2 2013 LTM EBITDA, assuming $60m of cash remaining within the Company at entry (based on cash on balance sheet as of 6/15/2013 of $425m pro forma for post-Q2 2013 closing payments (totaling $95m) and assuming $270m of excess cash illustratively used in funding of transaction).

Enterprise value at entry includes assumed after-tax present value of non-core assets of $155m. Non-core assets disposals sequenced evenly over a 4-year period.

Assumes New Term Loan B pricing of L+375bps with a 1.00% Libor floor, Senior Unsecured Notes of 7.5% and ABL Revolver of L+275bps with a 1.00% Libor floor.

53 Implied illustrative returns analysis assumes cash sweep based on 100% of excess cash flow, with minimum balance sheet cash of $60m. Implied illustrative returns analysis assumes management retains 5% of equity value at exit.

Enterprise value at exit based on 2018E EBITDA of $217m (i.e. 1.5% growth vs. 2017E EBITDA).