EX-99.(C)(7) 4 a06-19974_4ex99dc7.htm EX-99.(C)(7)

Exhibit 99.(c)(7)

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Special Committee Follow-up July 14, 2006 Project Franklin

 


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Table of Contents Project Franklin Section 1 Leveraged Recapitalization Economics Section 2 Tender Offer Details and Economics Appendix A Supporting Materials

 


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Project Franklin Section 1 Leveraged Recapitalization Economics

 


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Leveraged Recapitalization Economics Executive Summary Share Repurchase Objectives Project Franklin 1Capture many of the economic benefits afforded to the sponsor group by purchasing undervalued shares on a leveraged basis Preserve the upside in existing sizeable projects at Key delivered through the GP Preserve the unforeseen, sizeable opportunities beyond the business plan which are provided by this broad, high-quality asset base and proven management team Rebalance share ownership base with long term, fundamental investors Achieve attractive accretion in earnings per share and growth in earnings magnified by leverage Maintain creditworthiness Target $3-3.5 Bn repurchase

 


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Leveraged Recapitalization Economics Overview of the Leveraged Repurchase Impact of Share Repurchase Project Franklin Kite has a substantial opportunity to repurchase a meaningful amount of stock by using the proceeds from its asset sales and issuing incremental debt Maintains investment grade rating It will be important to express strong commitment to investment grade rating to credit agencies Costs of going below investment grade involve more complexity and expense in issuing debt if current bonds remained outstanding 2Currently, Kite has $7.3Bn of debt (4.2x 2006 EBITDA) and a BBB / Baa2 credit rating In order to maintain the investment grade rating, it will be important to maintain total debt of less than $10Bn Kite expects $767MM of after-tax proceeds (and the removal of $377MM of debt) from the drop-down of TransMountain and the sale of 75% of Corridor Kite also expects to receive after-tax proceeds of $793MM from the sale of Power and Retail A $4Bn share repurchase should maintain the investment grade rating However, this is the edge of investment grade, it brings debt to EBITDA to 6.4x, and could create risk of non-investment grade outcomes A share repurchase of $3Bn would likely result in a downgrade to BBB- / Baa3, but is unlikely to result in Kite dropping below investment grade (represents 5.8x EBITDA) Uses$MMRepurchase of Shares @ $95 - $110 per share3,000Fees20Total3,020

 


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Project Franklin Leveraged Recapitalization Economics Impact on Credit Statistics 3Leveraged Recapitalization Additional Assumptions $3Bn Share Repurchase $105 per share Repurchase Price Interest Rates on New Debt: 3 Yr FRN (6.1%), 5 Yr Fixed / FRN (6.6%), 10 Yr Fixed (6.9%) Sale of Retail for $720MM Sale of Power for $175MM Management Plan Assumptions Existing Debt currently has a weighted average cost of approximately 6.5% Sale of TransMountain for $700MM to Key Sale of 75% of Corridor for $225MM to income trust From a financial perspective, the share repurchase Increases Kite EPS during the 2006-2010 period Also increases overall Kite leverage, however marginally increases free cash flow as reduced dividend payments offset increased interest expense (1) Note 1. Operating Cash Flow – Capital Expenditures & JV Investments - Dividends (1) Financial Summary - Management Plan$MM2006E2007E2008E2009E2010EKey StatisticsEBITDA ($MM)1,7321,7912,0792,2742,429EPS ($)5.005.506.757.638.34Free Cash Flow ($MM)(197)(599)(111)53Fully Diluted Shares (MM)135.3134.0132.2131.9131.2Debt / EBITDA (x)4.53.93.43.12.9EBITDA / Interest (x)3.84.14.54.95.3Accretion / Dilution Analysis20062007200820092010Mgmt. EPS ($)5.005.506.757.638.34@ $100Pro Forma5.767.418.569.51Acc. / Dil. 5%10%12%14%@ $105Pro Forma5.687.318.439.37Acc. / Dil. 3%8%11%12%Financial Summary - Leveraged Recapitalization$MM2006E2007E2008E2009E2010EKey StatisticsEBITDA ($MM)1,5201,7001,9872,1802,333EPS ($)5.687.318.439.37Free Cash Flow ($MM)(607)(85)4661Fully Diluted Shares (MM)105.4103.6103.3102.7Debt / EBITDA (x)5.85.44.74.33.9EBITDA / Interest (x)2.62.93.33.63.9

 


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Leveraged Recapitalization Economics Discounted Equity Value Repurchase Shares @ $100 Project Franklin 4P/E P/E Discounted Equity Value$BaseShare %BaseShare %BaseShare %BaseShare %CaseRepurchaseChangeCaseRepurchaseChangeCaseRepurchaseChangeCaseRepurchaseChange9.0% Cost of Equity15x80.6584.474.7%94.02102.759.3%100.79111.9911.1%104.62117.5112.3%16x85.9289.994.7%99.95109.269.3%106.95118.8911.2%110.79124.5512.4%17x91.1895.514.7%105.88115.779.3%113.10125.7911.2%116.97131.5912.5%18x96.45101.034.7%111.81122.299.4%119.25132.6911.3%123.15138.6212.6%10.5% Cost of Equity15x80.1083.894.7%92.13100.699.3%97.50108.3211.1%99.93112.2312.3%16x85.3389.384.7%97.94107.079.3%103.44114.9911.2%105.82118.9312.4%17x90.5694.864.7%103.75113.459.3%109.39121.6611.2%111.71125.6412.5%18x95.79100.344.8%109.56119.839.4%115.34128.3311.3%117.60132.3512.5%2006200720082009

 


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Leveraged Recapitalization Economics Discounted Equity Value Repurchase Shares @ $105 Project Franklin 5P/E P/E Discounted Equity Value$BaseShare %BaseShare %BaseShare %BaseShare %CaseRepurchaseChangeCaseRepurchaseChangeCaseRepurchaseChangeCaseRepurchaseChange9.0% Cost of Equity15x80.6583.333.3%94.02101.357.8%100.79110.489.6%104.62115.9410.8%16x85.9288.783.3%99.95107.777.8%106.95117.289.7%110.79122.8710.9%17x91.1894.223.3%105.88114.197.9%113.10124.089.7%116.97129.8011.0%18x96.4599.663.3%111.81120.617.9%119.25130.889.8%123.15136.7311.0%10.5% Cost of Equity15x80.1082.763.3%92.1399.327.8%97.50106.869.6%99.93110.7210.8%16x85.3388.173.3%97.94105.617.8%103.44113.439.7%105.82117.3310.9%17x90.5693.583.3%103.75111.907.9%109.39120.019.7%111.71123.9410.9%18x95.7998.983.3%109.56118.197.9%115.34126.589.7%117.60130.5511.0%2006200720082009

 


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Project Franklin Section 2 Tender Offer Details and Economics

 


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Tender Offer Details and Economics Tender Offer Mechanics Dutch Auction Project Franklin 6Kite will offer to purchase up to a fixed number of shares of its common stock at a price between a specified price range Will file tender documents with SEC, but review is not required prior to mailing Kite will then mail offer to shareholders The offer to purchase shares must be open for 20 business days Investors will tender some or all of their shares and specify a number of shares and a share price to sell as part of the tender Investors can tender and specify the “clearing price” to maximize the likelihood of participating in the tender At the end of the 20 business day period, Kite will select the lowest price within the range that allows the Company to purchase the amount of shares sought All investors who tender at or below the chosen price will receive the same price (the “clearing price”) In the case of oversubscription, investors who tender will be subject to pro-ration In the case of undersubscription, Kite will purchase the amount of shares tendered at the highest price specified by investors within the range Kite may upsize the tender by 2% of the Company’s total shares outstanding without extending the offer Kite will typically not hear much investor feedback until the very end of the tender period as investors will wait to make a decision Kite stock price will generally settle to a level within the “specified range.” There will be a technical bid for the stock during the tender period In order to repurchase a meaningful number of shares in a short time, a tender offer is the most efficient method The benefits of a Dutch tender offer include Market sets tender price / premium Price range increases likelihood of repurchasing targeted amount Most common tender approach provides market familiarity The main drawback to a tender offer is that it exposes repurchase to 20 days of price risk

 


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Tender Offer Details and Economics Optimal Share Repurchase Size and Premium Lessons learned from Tribune and ACS Key factors to estimate a tender offer premium Implied clearing price based on EPS framework Market expectations Valuation of company relative to peers and historical multiples Recent shareholder activity Case Studies Tribune’s stock had steadily declined over the previous two years, requiring a premium of up to 17% to avoid undersubscription $28.00-$32.50 launch range (0% to 17% premium) Chandler family signaling desire to break up the company impacted outcome The implied clearing price for ACS was above the 10% high end of the dutch auction range $56.00 to $63.00 launch range (-2% to 10% premium) Resulted in buying back 13% of desired stock 7Project Franklin Tender Premium AnalysisP/E Framework2007E EPS $2.07$3.93$5.41Fully Diluted Shares (MM)306127135Current Share Price$27.89$57.17$100.00Current P/E13.514.518.5Tender Shares (MM)53.055.528.6Percent of Fully Diluted Shares17.3%43.7%21.1%Implied Clearing Price (constant multiple)$30.24$65.50$104.80Tender Size ($MM)1,6033,6353,000Borrowing Rate / Return on Cash6.300%7.500%6.520%Tax Rate35%35%35%Incremental After-Tax Interest Expense ($MM)66177127Fully Diluted Shares Post-Tender (MM)25371107Pro-forma 2007E EPS$2.24$4.50$5.67Implied Clearing P/E / Price / Premium13.5x / $30.24 / 8.4%14.5x / $65.50 / 14.6%18.5x / $104.80 / 4.8%14.5x / $32.48 / 16.5%15.5x / $70.01 / 22.5%19.5x / $110.47 / 10.5%Kite $3Bn 7/12/2006Recent Case StudiesTribune Company 5/30/2006Affiliated Computer Services - 1/26/2006

 


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Tender Offer Details and Economics Kite Stock Trading Volume Analysis Prior and Post Announcement of Proposal Project Franklin 8Volume Traded by Price Range – Post-Announcement Source FactSet Volume Traded by Price Range – LTM Pre-Announcement Source FactSet Over the twelve months prior to the Proposal, 4.6MM shares traded at prices at or above $100 / share, representing 2.8% of the shares traded 166MM shares traded over that twelve month period vs. 56MM since announcement Since announcement, 30.5MM shares traded at or above $100 / share, representing 55% of the traded volume Average price in this period was $100.14(1) Note 1. Based on Volume Weighted Average Share Price

 


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Project Franklin Appendix A Supporting Materials

 


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Project Franklin Supporting Materials Precedent Tender Offers 2005 to Present ($100MM+ Sought, Pre-tender Market Capitalization $500MM+) 9Notes Typical ADTV (average daily trading volume) is representative of long term historical ADTV; adjusted downward by 20% to account for NASDAQ reporting conventions Based on last closing price prior to announcement Selected U.S. Equity Self-TendersAnnouncement DateIssuerMarket Cap ($MM)Max Value ($MM)% of OustandingMultiple of Adj. Typical ADTV (1)Fixed Price / Dutch AuctionLow (%)High (%)Purchased as % of SoughtPremium Paid to Price at Announcement07/11/2006Mirant Corporation$8,050$1,24714.3%13.2xDutch-0.6%12.0%TBDTBD07/06/2006Laidlaw International, Inc.$2,575$42815.3%24.0xDutch-1.5%10.0%TBDTBD05/30/2006Tribune Company$8,450$1,72317.5%37.9xDutch0.4%16.5%85%16.5%05/16/2006Liberty Global, Inc. - Class A$5,000$2504.4%7.8xFixed100%10.8%05/16/2006Liberty Global, Inc. - Class C$5,000$2504.5%12.9xFixed100%10.8%05/10/2006Cumulus Media Inc.$550$14424.1%28.8xDutch-4.8%8.1%100%-0.5%03/17/2006CBRL Group, Inc.$2,100$77135.4%34.9xDutch-5.2%3.8%100%-5.2%03/08/2006The Brink's Company$2,850$52517.0%25.0xDutch-2.3%8.0%100%5.3%03/07/2006AutoNation, Inc.$5,500$1,15019.0%45.5xFixed100%10.1%01/26/2006Affiliated Computer Services$6,750$3,49747.2%50.5xDutch-2.0%10.2%13%10.2%11/18/2005Emdeon Corporation$2,900$49217.4%31.3xFixed100%-2.0%11/14/2005Agilent Technologies, Inc.$16,250$2,70114.8%29.2xDutch-2.8%12.4%100%9.3%10/04/2005Brookfield Homes Corporation$1,750$1659.7%20.0xFixed100%-1.6%10/13/2005HCA, Inc.$21,100$2,50011.1%25.0xDutch-7.9%7.1%57%7.1%09/12/2005Dycom Industries, Inc.$950$20019.4%2.4xDutch-3.0%10.1%92%10.1%08/29/2005EGL, Inc.$1,050$25020.3%21.9xDutch-0.6%14.9%84%14.9%07/19/2005Exar Corporation$675$12016.7%29.4xDutch-5.2%7.4%100%1.1%06/29/2005Performance Food Group Company$1,375$31521.3%41.7xDutch-6.1%7.5%100%1.6%05/25/2005PolyMedica Corporation$850$16817.6%33.9xDutch-0.2%12.0%82%21.8%06/14/2005Mylan Laboratories, Inc.$4,775$1,00018.1%27.1xDutch1.7%15.8%100%10.2%05/10/2005Emmis Communications Corporation$800$40039.3%50.6xDutch11.7%27.8%100%26.2%05/06/2005Meadwestvaco Corporation$6,000$5207.8%19.5xDutch-3.9%10.6%100%0.4%04/14/2005Kerr-McGee Corporation$12,100$4,00226.6%21.8xDutch14.9%24.4%100%14.9%04/05/2005TNS, Inc.$525$16732.2%97.5xDutch-1.9%0.8%70%0.8%03/30/2005OfficeMax Incorporated$3,100$79925.2%23.5xDutch-9.7%2.4%100%-0.6%02/11/2005Hewitt Associates, Inc.$1,750$25214.0%32.0xDutch-4.1%4.1%100%-4.1%-1.6%10.8%10.8%10.1%-2.0%Pre-Tender (Announcement-1)Shares Outstanding SoughtPremium Range at Announcement (2)Results

 


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Supporting Materials Kite Projections Selected Income and Cash Flow Statement Items and Credit Statistics Project Franklin 10Note 1. Operating Cash Flow – Capital Expenditures& JV Investments - Dividends (1) Financial Summary - Management Plan$MM2006E2007E2008E2009E2010EIncome Statement StatisticsEBITDA1,732$1,791$2,079$2,274$2,429Growth %3%16%9%7%EBIT1,4811,5731,8572,0472,197Growth %6%18%10%7%Interest Expense456437457461460Income Tax348398507580642Net Income6777378931,0061,095Fully Diluted Shares Outstanding135134132132131Earnings Per Share5.005.506.757.638.34Cash Flow StatisticsCash Flow from Operations8967149811,1171,203Growth %(20%)37%14%8%Capital Expenditures & JV Investments(623)(409)(439)(395)(399)Dividends / Treasury Stock Activity(470)(903)(654)(717)(800)Free Cash Flow(197)(599)(111)53Dividends Per Share3.503.854.254.705.20Credit StatisticsDebt / Capitalization54%54%53%51%50%Debt / EBITDA (x)4.53.93.43.12.9EBITDA / Interest (x)3.84.14.54.95.3

 


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Supporting Materials Kite Pro-Forma Projections Assumes Leveraged Recap with Simultaneous $3Bn Share Buyback Project Franklin 11Notes Estimated to reflect discontinued operations of Retail, Power, TransMountain and Corridor Cash Flow from Operations includes $20MM of expected fees Operating Cash Flow – Capital Expenditures & JV Investments - Dividends (1) (3) (2) Financial Summary - Leveraged Recapitalization$MM2006E2007E2008E2009E2010EIncome Statement StatisticsEBITDA1,520$1,700$1,987$2,180$2,333Growth %12%17%10%7%EBIT1,5041,7861,9752,123Growth %19%11%8%Interest Expense581599601597Income Tax324430503564Net Income599757872962Fully Diluted Shares Outstanding105104103103Earnings Per Share5.687.318.439.37Cash Flow StatisticsCash Flow from Operations5348239611,047Growth %54%17%9%Capital Expenditures & JV Investments(348)(378)(334)(338)Dividends(793)(531)(580)(648)Free Cash Flow (607)(85)4661Dividends Per Share3.854.254.705.20Credit StatisticsDebt / Capitalization75%76%74%71%68%Debt / EBITDA (x)5.85.44.74.33.9EBITDA / Interest (x)2.62.93.33.63.9