|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Agent 10/30/14 Pike Corp SC 13E3/A 2:661K Pike Corp Donnelley … Solutions/FA Court Square Capital GP III, LLC Court Square Capital Partners III, L.P. Joe B./Anne A. Pike Generation Skipping Trust Mr. J. Eric Pike Pioneer Merger Sub, Inc. Pioneer Parent, Inc. Takuan, LLC |
Document/Exhibit Description Pages Size
1: SC 13E3/A Amendment to Tender-Offer Statement - HTML 96K
Going-Private Transaction
2: EX-99.C.7 Miscellaneous Exhibit HTML 168K
| EX-99.C.7 |
 Strictly
Confidential
Regarding:
The Special Committee
Follow-Up Materials Prepared for:
Project Pioneer
Exhibit (c)(7) |
 Notice to Recipient
Confidential
“Bank of America Merrill Lynch” is the marketing name for the
global banking and global markets businesses of Bank of America Corporation. Lending, derivatives, and other commercial banking
activities are performed globally by banking affiliates of Bank of America
Corporation, including Bank of America, N.A., member FDIC. Securities, strategic advisory, and other investment banking
activities are performed globally by investment banking affiliates of Bank
of America Corporation (“Investment Banking Affiliates”), including, in the United States, Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Merrill Lynch Professional Clearing Corp., which are both
registered broker dealers and members of FINRA and SIPC, and, in other jurisdictions, by locally registered entities.
Investment products offered by Investment Banking Affiliates: Are Not FDIC
Insured * May Lose Value * Are Not Bank Guaranteed.
These materials have been prepared by one or more subsidiaries of Bank of
America Corporation for the Special Committee of the Board of Directors (the “Committee”) of the company code-named
“Pioneer” (the “Company”) in connection with an
engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with us. These materials
are based on information provided by or on behalf of the Committee, the
Company and/or other potential transaction participants, from public sources or otherwise reviewed by us. We assume no
responsibility for independent investigation or verification of such
information (including, without limitation, data from third party suppliers) and have relied on such information being complete and
accurate in all material respects. To the extent such information includes
estimates and forecasts of future financial performance prepared by or reviewed with the managements of the Committee, the
Company and/or other potential transaction participants or obtained from
public sources, we have assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best
currently available estimates and judgments of such managements (or, with
respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty,
express or implied, is made as to the accuracy or completeness of such
information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the
future. These materials were designed for use by specific persons familiar
with the business and affairs of the Company and are being furnished and should be considered only in connection with other
information, oral or written, being provided by us in connection herewith.
These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with
respect to, any transaction or other matter. These materials do not
constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Bank of America Corporation or any of its
affiliates to provide or arrange any financing for any transaction or to
purchase any security in connection therewith. These materials are for discussion purposes only and are subject to our review and
assessment from a legal, compliance, accounting policy and risk
perspective, as appropriate, following our discussion with the Committee. We assume no obligation to update or otherwise revise these
materials. These materials have not been prepared with a view toward public
disclosure under applicable securities laws or otherwise, are intended for the benefit and use of the Committee, and may not
be reproduced, disseminated, quoted or referred to, in whole or in part,
without our prior written consent. These materials may not reflect information known to other professionals in other business areas
of Bank of America Corporation and its affiliates.
Bank of America Corporation and its affiliates (collectively, the “BAC
Group”) comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading,
foreign exchange and other brokerage activities, and principal investing as
well as providing investment, corporate and private banking, asset and investment management, financing and strategic
advisory services and other commercial services and products to a wide
range of corporations, governments and individuals, domestically and offshore, from which conflicting interests or duties, or a
perception thereof, may arise. In the ordinary course of these activities,
parts of the BAC Group at any time may invest on a principal basis or manage funds that invest, make or hold long or short
positions, finance positions or trade or otherwise effect transactions, for
their own accounts or the accounts of customers, in debt, equity or other securities or financial instruments (including derivatives,
bank loans or other obligations) of the Company, potential counterparties
or any other company that may be involved in a transaction. Products and services that may be referenced in the accompanying
materials may be provided through one or more affiliates of Bank of America
Corporation. We have adopted policies and guidelines designed to preserve the independence of our research analysts. The
BAC Group prohibits employees from, directly or indirectly, offering a
favorable research rating or specific price target, or offering to change a rating or price target to a subject company as consideration
or inducement for the receipt of business or for compensation and the BAC
Group prohibits research analysts from being directly compensated for involvement in investment banking transactions. We are
required to obtain, verify and record certain information that identifies
the Company, which information includes the name and address of the Company and other information that will allow us to
identify the Company in accordance, as applicable, with the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) and such other laws, rules and regulations as applicable within
and outside the United States.
We do not provide legal, compliance, tax or accounting advice. Accordingly,
any statements contained herein as to tax matters were neither written nor intended by us to be used and cannot be used
by any taxpayer for the purpose of avoiding tax penalties that may be imposed
on such taxpayer. If any person uses or refers to any such tax statement in promoting, marketing or recommending a
partnership or other entity, investment plan or arrangement to any taxpayer,
then the statement expressed herein is being delivered to support the promotion or marketing of the transaction or matter
addressed and the recipient should seek advice based on its particular
circumstances from an independent tax advisor. Notwithstanding anything that may appear herein or in other materials to the
contrary, the Company shall be permitted to disclose the tax treatment and
tax structure of a transaction (including any materials, opinions or analyses relating to such tax treatment or tax structure,
but without disclosure of identifying information or, except to the extent
relating to such tax structure or tax treatment, any nonpublic commercial or financial information) on and after the earliest to
occur of the date of (i) public announcement of discussions relating to such
transaction, (ii) public announcement of such transaction or (iii) execution of a definitive agreement (with or without
conditions) to enter into such transaction; provided, however, that if such
transaction is not consummated for any reason, the provisions of this sentence shall cease to apply.
Copyright 2014 Bank of
America Corporation. |
       1
Fiscal Year 2014E
Comparison of Projections for Select Sub-Segments
____________________
Source: Pioneer Management. Note: Dollars in millions.
Fiscal Year 2015E
Fiscal Year 2016E
Statistic ($mm)
Growth Rate / Margin (%)
Aug-13
Pioneer
Pioneer
Aug-13
Pioneer
Pioneer
Forecast
Forecast
Base Case
Forecast
Forecast
Base Case
Engineering and Siting
$151.3
$155.2
$155.2
NA
(0.4%)
(0.4%)
Klondyke (Union Construction)
83.0
54.5
54.5
NA
(45.2%)
(45.2%)
Pine Valley (Union Construction)
44.3
41.4
41.4
NA
71.1%
71.1%
Subtotal
$278.6
$251.2
$251.2
NA
(10.1%)
(10.1%)
Engineering and Siting
$17.2
$15.0
$12.5
11.4%
9.6%
8.0%
Klondyke (Union Construction)
10.0
4.6
2.2
12.1%
8.4%
4.0%
Pine Valley (Union Construction)
6.4
1.7
(0.9)
14.5%
4.1%
(2.1%)
Subtotal
$33.7
$21.3
$13.8
12.1%
8.5%
5.5%
Revenue
Gross
Margin
Statistic ($mm)
Growth Rate / Margin (%)
Aug-13
Pioneer
Pioneer
Aug-13
Pioneer
Pioneer
Forecast
Forecast
Base Case
Forecast
Forecast
Base Case
Engineering and Siting
$164.9
$170.8
$170.8
9.0%
10.0%
10.0%
Klondyke (Union Construction)
87.2
60.0
60.0
5.0%
10.0%
10.0%
Pine Valley (Union Construction)
50.5
42.3
42.3
13.9%
2.0%
2.0%
Subtotal
$302.6
$273.0
$273.0
8.6%
8.7%
8.7%
Engineering and Siting
$20.4
$19.9
$17.2
12.4%
11.7%
10.1%
Klondyke (Union Construction)
11.3
7.5
4.9
12.9%
12.5%
8.1%
Pine Valley (Union Construction)
8.4
5.1
2.5
16.6%
12.1%
5.9%
Subtotal
$40.1
$32.6
$24.6
13.3%
11.9%
9.0%
Revenue
Gross
Margin
Statistic ($mm)
Growth Rate / Margin (%)
Aug-13
Pioneer
Pioneer
Aug-13
Pioneer
Pioneer
Forecast
Forecast
Base Case
Forecast
Forecast
Base Case
Engineering and Siting
$180.7
$187.8
$187.8
9.6%
10.0%
10.0%
Klondyke (Union Construction)
91.5
66.0
66.0
5.0%
10.0%
10.0%
Pine Valley (Union Construction)
58.0
49.8
49.8
14.9%
17.8%
17.8%
Subtotal
$330.3
$303.6
$303.6
9.2%
11.2%
11.2%
Engineering and Siting
$24.3
$24.2
$21.2
13.4%
12.9%
11.3%
Klondyke (Union Construction)
12.6
8.6
6.7
13.8%
13.0%
10.1%
Pine Valley (Union Construction)
10.0
6.5
3.9
17.3%
13.0%
7.9%
Subtotal
$46.9
$39.3
$31.8
14.2%
12.9%
10.5%
Revenue
Gross
Margin |
 2
Gross Margin
Revenue
Pioneer Base Case
Review of Select Sub-Segments
____________________
Source: Pioneer Base Case.
Note: Dollars in millions.
Fiscal Year Ending June 30,
2009A
2010A
2011A
2012A
2013A
2014E
2015E
2016E
2017E
2018E
Engineering and Siting
$38.4
$52.7
$75.6
$69.2
$155.8
$155.2
$170.8
$187.8
$202.9
$213.0
Klondyke (Union Construction)
--
--
28.1
46.3
99.5
54.5
60.0
66.0
71.2
74.8
Pine Valley (Union Construction)
--
--
--
18.9
24.2
41.4
42.3
49.8
55.8
59.7
Subtotal
$38.4
$52.7
$103.7
$134.4
$279.5
$251.2
$273.0
$303.6
$329.9
$347.5
Growth Rates:
Engineering and Siting
--
37.5%
43.4%
(8.6%)
125.3%
(0.4%)
10.0%
10.0%
8.0%
5.0%
Klondyke (Union Construction)
--
--
--
65.2%
114.7%
(45.2%)
10.0%
10.0%
8.0%
5.0%
Pine Valley (Union Construction)
--
--
--
--
28.5%
71.1%
2.0%
17.8%
12.1%
6.9%
Subtotal
--
37.5%
96.6%
29.6%
108.0%
(10.1%)
8.7%
11.2%
8.7%
5.3%
Fiscal Year Ending June 30,
2009A
2010A
2011A
2012A
2013A
2014E
2015E
2016E
2017E
2018E
Engineering and Siting
--
--
--
$7.1
$13.4
$12.5
$17.2
$21.2
$23.2
$24.3
Klondyke (Union Construction)
--
--
--
6.6
9.0
2.2
4.9
6.7
7.9
9.0
Pine Valley (Union Construction)
--
--
--
2.0
(3.4)
(0.9)
2.5
3.9
5.5
7.1
Subtotal
--
--
--
$15.7
$19.0
$13.8
$24.6
$31.8
$36.6
$40.5
% Margin:
Engineering and Siting
--
--
--
10.3%
8.6%
8.0%
10.1%
11.3%
11.4%
11.4%
Klondyke (Union Construction)
--
--
--
14.3%
9.0%
4.0%
8.1%
10.1%
11.1%
12.0%
Pine Valley (Union Construction)
--
--
--
10.6%
(14.1%)
(2.1%)
5.9%
7.9%
9.9%
12.0%
Subtotal
--
--
--
11.7%
6.8%
5.5%
9.0%
10.5%
11.1%
11.6% |
 CONFIDENTIAL
3
Pioneer Base Case
Capital Expenditure Projections
____________________
Source: Pioneer Base Case forecast.
Note: Dollars in millions.
Fiscal Year Ending June 30,
Cumulative
2014E
2015E
2016E
2017E
2018E
'14E - '18E
Total CAPEX Replacement Needs - PELLC
$26.1
$18.0
$30.0
$40.0
$50.0
$164.1
Total Equipment Assumed Added to Lease Program
(10.2)
(6.3)
(10.5)
(14.0)
(17.5)
(58.5)
Fleet Maintenance Capex - PELLC
$15.9
$11.7
$19.5
$26.0
$32.5
$105.6
PELLC Overhead
--
--
$10.4
$8.3
$8.7
$27.3
PELLC Underground
--
--
3.9
3.2
1.8
8.9
PELLC Transmission
--
$7.2
8.3
6.8
3.7
26.0
PELLC Substation
--
0.5
0.5
0.5
0.5
2.0
Klondyke (New and Replacement)
$5.8
1.0
1.0
1.0
1.0
9.8
Pine Valley (New and Replacement)
2.5
0.0
3.1
2.3
1.3
9.2
Engineering
3.0
0.5
0.5
0.5
0.5
5.0
New Growth CAPEX
$11.3
$9.2
$27.7
$22.7
$17.4
$88.2
New Growth CAPEX Added to Lease Program
--
(3.2)
(9.7)
(7.9)
(6.1)
(26.9)
IT/Financial Systems CAPEX
3.1
1.0
1.0
1.0
1.0
7.1
New Opportunities
--
8.8
15.3
--
--
24.2
Other (Furniture, etc)
1.2
0.5
0.5
0.5
0.5
3.2
Total Capital Expenditures
$31.4
$28.0
$54.3
$42.2
$45.3
$201.3 |
 4
Summary of Financial Projections –
Pioneer Base Case
Appendix
____________________
Source: Pioneer Base Case.
Note: Dollars in millions, except per share figures.
Historical
Pioneer Base Case
Fiscal Year Ending June 30,
'11-'13A
'13A -'18E
2009A
2010A
2011A
2012A
2013A
2014E
2015E
2016E
2017E
2018E
CAGR
CAGR
Income Statement:
Non-storm-related Services Revenue
$461
$457
$529
$615
$763
$762
$781
$849
$908
$954
20.0%
4.6%
% Growth
--
(0.7%)
15.7%
16.1%
24.1%
(0.1%)
2.5%
8.6%
7.0%
12.4%
Storm-related Services Revenue
$153
$47
$65
$71
$156
$60
$75
$75
$75
$75
55.4%
(13.6%)
% Growth
--
(69.5%)
38.4%
9.3%
121.0%
(61.5%)
25.0%
0.0%
0.0%
0.0%
New Opportunities Revenue
--
--
--
--
--
--
$32
$54
$54
$49
NA
NA
% Growth
--
--
--
--
--
--
NM
67.2%
0.0%
(8.4%)
Total Revenue
$613
$504
$594
$685
$919
$822
$888
$977
$1,036
$1,078
24.4%
3.3%
% Growth
--
(17.8%)
17.8%
15.4%
34.1%
(10.5%)
8.1%
10.0%
6.1%
10.3%
Gross Profit
$110
$48
$68
$92
$147
$106
$124
$142
$153
$161
47.2%
1.8%
% Margin
18.0%
9.5%
11.4%
13.4%
16.0%
12.9%
13.9%
14.5%
14.7%
15.0%
EBITDA
$96
$22
$48
$64
$110
$72
$83
$98
$104
$108
51.8%
(0.4%)
% Margin
15.7%
4.3%
8.0%
9.4%
11.9%
8.7%
9.4%
10.1%
10.0%
10.0%
Memo: EBITDA (Excl. New Opportunities)
$96
$22
$48
$64
$110
$72
$81
$91
$97
$101
51.8%
(1.5%)
EPS
$0.94
($0.41)
$0.04
$0.31
$1.03
$0.44
$0.64
$0.91
$1.03
$1.12
NM
1.8%
Cash Flow:
D&A
$37
$36
$38
$38
$41
$41
$41
$41
$40
$40
4.4%
(0.9%)
% of Revenue
6.0%
7.1%
6.4%
5.6%
4.5%
5.0%
4.6%
4.2%
3.8%
3.7%
Capital Expenditures, Gross
$27
$18
$19
$34
$40
$31
$28
$54
$42
$45
45.4%
2.3%
% of Revenue
4.4%
3.5%
3.2%
4.9%
4.4%
3.8%
3.2%
5.6%
4.1%
4.2%
Business Acquisitions
$25
$15
$0
$17
$70
—
% of Revenue
4.1%
3.0%
0.0%
2.5%
7.6%
—
—
—
—
—
—
—
—
— |
| This ‘SC 13E3/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 10/30/14 | CORRESP, PRER14A | ||
| 3/28/14 | ||||
| 6/30/09 | 10-K | |||
| 10/26/01 | ||||
| List all Filings | ||||
