Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - NATIONAL FINANCIAL PARTNERS CORP | d548981d8k.htm |
| EX-99.1 - EX-99.1 - NATIONAL FINANCIAL PARTNERS CORP | d548981dex991.htm |
| EX-99.2 - EX-99.2 - NATIONAL FINANCIAL PARTNERS CORP | d548981dex992.htm |
 Sources, uses & pro forma capitalization
(d)
Exhibit 99.3
($ in millions)
Sources
Uses
New revolver ($135mm size)
$0
Purchase of equity
$1,023
New term loan B
716
Settlement of convertible notes
243
New senior unsecured notes
337
Refinance existing credit facility
124
Equity contribution
385
Estimated fees, expenses & OID
90
Cash from balance sheet
42
Total sources
$1,480
Total uses
$1,480
Pro forma capitalization
xLTM 3/31/13
As of
Adjustments
3/31/13
PF Transaction
% of
3/31/13
+
-
Pro forma
Adjusted EBITDA
Capitalization
Cash
$92
(42)
$50
Existing revolver
$124
(124)
-
New revolver ($135mm size)
-
-
New term loan B
-
716
716
4.2x
49.8%
Total secured debt
$124
$716
4.2x
49.8%
Net secured debt
(c)
32
689
4.0x
New senior unsecured notes
-
337
$337
2.0x
23.4%
Convertible notes
$125
(125)
-
-
Total debt
$249
$1,053
6.2x
73.2%
Net debt
(c)
157
1,026
6.0x
Equity contribution
385
$385
2.3x
26.8%
Total capitalization
$1,438
8.4x
100.0%
Pro Forma Transaction Adjusted EBITDA
$170
PF Interest expense
58
LTM capital expenditures
9
Pro Forma Transaction Adjusted EBITDA / interest expense
2.9x
(Pro
Forma
Transaction
Adjusted
EBITDA
-
capex)
/
interest expense
2.8x
(a)
(a)
(a)
(a)
(b)
(a)
Excludes potential OID or upfront payments with respect to the new revolver and new term loan
(b)
Settlement of our convertible notes assumes that all notes are converted. The settlement also includes
the net settlement of the related convertible senior note hedges and warrants. Amounts will not
be paid at close, but will be funded through borrowings and cash on balance sheet after closing.
(c)
Net secured debt and net debt for the 3/31/13 pro forma amounts were increased by $22.6 million of
cash consideration used in acquisitions and management contract buyouts that occurred on April
1, 2013 (d)
Excludes amortization of debt origination costs as well as the write-off of unamortized debt cost
relating to the Company’s existing credit facility and convertible notes.
|
 Highly
predictable and recurring revenue stream Recurring Adj. EBITDA has increased to
82% since 2007, driven by a focus on growth in Corporate Benefits
Note:
2007
ICG legacy focus
2012
Investment in, and growth of, CCG
Recurring
45%
Non-
recurring
55%
Recurring
65%
Non-
recurring
35%
Recurring
82%
Non-
recurring
18%
Recurring
50%
Non-
recurring
50%
Recurring revenue and recurring Adjusted EBITDA includes revenue and Adjusted EBITDA, respectively,
from corporate and executive benefits, property & casualty, wealth Designation of Adjusted EBITDA to recurring Adjusted EBITDA is based on the definition of publicly
reported Adjusted EBITDA
management and asset-based fees and trails |
 Significant cash flow generation
Historical Transaction Adjusted EBITDA less Capex
Illustrative Pro Forma Free Cash Flow
(a)
Profile
High free cash flow conversion supported by low
maintenance capex requirement
Low working capital requirements
(a)
Pro Forma Free Cash Flow defined as Pro Forma Transaction Adjusted EBITDA less
maintenance capex, pro forma cash interest expense, actual change in working capital and cash taxes. The Pro
Forma Transaction adjustments and Pro Forma interest expense have been impacted at a
statutory tax rate of 38% (b)
Pro Forma Free Cash Flow Conversion defined as Pro Forma Free Cash Flow divided by
Pro Forma Transaction Adjusted EBITDA 3-year historical capex average of
$9.8 million - ~1% of sales
($ in millions)
PF LTM 3/31/13
LTM Pro Forma Transaction Adjusted EBITDA
$170
less capex -
infrastructure
(9)
less PF cash interest expense
(58)
less cash taxes
(18)
less change in working capital
(13)
PF Free Cash Flow
(a)
$72
PF Free Cash Flow Conversion
(b)
43% |