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As Of Filer Filing For·On·As Docs:Size Issuer Agent 3/27/08 Getty Images Inc SC 13E3 10:59M Getty Images Inc Donnelley … Solutions/FA Abe Acquisition Corp. Abe Investment, L.P. Getty Investments L.L.C. Hellman & Friedman Capital Partners VI, L.P. Jonathan Klein Mark Getty |
Document/Exhibit Description Pages Size 1: SC 13E3 Tender-Offer Statement - Going-Private Transaction HTML 140K 2: EX-99.(B)(1) Senior Secured Credit Facilities Commitment HTML 177K Letter 3: EX-99.(C)(2) Presentation of Goldman Sachs to the Board of HTML 178K Directors, Dated February 24, 2008 4: EX-99.(C)(3) Draft Presentation of Goldman Sachs, Dated HTML 189K February 18, 2008 5: EX-99.(C)(4) Draft Presentation of Goldman Sachs, Dated HTML 200K February 7, 2008 6: EX-99.(C)(5) Draft Presentation of Goldman Sachs, Dated HTML 104K December 2007 7: EX-99.(C)(6) Draft Presentation of Goldman Sachs, Dated HTML 71K November 28, 2007 8: EX-99.(C)(7) Draft Presentation of Goldman Sachs, Dated HTML 33K November 6, 2007 9: EX-99.(C)(8) Draft Presentation of Goldman Sachs, Dated HTML 112K October 10, 2007 10: EX-99.(C)(9) Draft Presentation of Goldman Sachs, Dated HTML 222K September 19, 2007
Draft Presentation of Goldman Sachs, dated November 6, 2007 |
Exhibit (c)(7)
Goldman Sachs
Project Closeup
Discussion Materials
Goldman, Sachs & Co.
06-Nov-2007
Goldman Sachs
I. Process Update and Timetable
II. Seller-Offered Financing Considerations
Goldman Sachs
I. Process Update and Timetable
1
Goldman Sachs
Sponsor Meetings Summary
Sponsor C – October 23, 2007
H&F – October 24, 2007
Sponsor B – October 25, 2007
Sponsor A – October 30, 2007
Sponsor D – November 1, 2007
2
Goldman Sachs
Summary of Follow-up Data Requests and Key Diligence Issues
Historical revenue trends and future trends and growth drivers by product, customer, customer type, price points, geography and others
— Key focus is on historical and projected performance that helps quantify and put ranges around what parts of traditional creative stills business will decline / stay flat / grow and how customer cannibalization vs secular decline in image usage are contributing to revenue declines
Customer buying behavior for agency, corporate, and media/editorial
Implications of advertising expenditure shift away from traditional media to internet
iStockPhoto business model
— Customer dynamics and unit economics with focus on growth potential, pricing evolution and sustainability of margins
Footage business model
— Customer dynamics: customer profile, product usage, key purchase criteria, etc
— Content sourcing
— Unit economics: volume, pricing, commissions, OH, and capex requirements
Editorial market dynamics
— Exclusivity/official relationships
— Unit economics: subscription vs. a la carte volume, pricing and margin implications
— Competitive dynamics
Sizing of growth/penetration opportunities in EMEA and APAC and by customer segment
3
Goldman Sachs
Preliminary Timetable
October 2007
S M T W T F S
1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
21 22 23 24 25 26 27
28 29 30 31
November 2007
S M T W T F S
1 2 3
4 5 6 7 8 9 10
11 12 13 14 15 16 17
18 19 20 21 22 23 24
25 26 27 28 29 30
December 2007
S M T W T F S
1
2 3 4 5 6 7 8
9 10 11 12 13 14 15
16 17 18 19 20 21 22
23 24 25 26 27 28 29
30 31
January 2008
S M T W T F S
1 2 3 4 5
6 7 8 9 10 11 12
13 14 15 16 17 18 19
20 21 22 23 24 25 26
27 28 29 30 31
Week of Description of Events
October 22nd and 29th
Initial Sponsor Meetings
Collect follow-up questions
Schedule follow-up calls
November 5
Dinner: Sponsor D
November 6
Board Update
November 7
Follow-up call: Sponsor B
November 8
Follow-up call: Sponsor D
November 12
Follow-up call: H&F
Dinner: Sponsor B
November 13
Follow-up call: Sponsor A
November 14
Follow-up call: Sponsor C
Dinner: Sponsor A
November 19
Initial bids due (Nov 21)
November 26
Discuss initial bids
Consider sponsor pairings
Respond to sponsors on next steps
Populate data room
Prepare merger contract
4
Goldman Sachs
Preliminary Timetable (Cont’d)
October 2007
S M T W T F S
1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
21 22 23 24 25 26 27
28 29 30 31
November 2007
S M T W T F S
1 2 3
4 5 6 7 8 9 10
11 12 13 14 15 16 17
18 19 20 21 22 23 24
25 26 27 28 29 30
December 2007
S M T W T F S
1
2 3 4 5 6 7 8
9 10 11 12 13 14 15
16 17 18 19 20 21 22
23 24 25 26 27 28 29
30 31
January 2008
S M T W T F S
1 2 3 4 5
6 7 8 9 10 11 12
13 14 15 16 17 18 19
20 21 22 23 24 25 26
27 28 29 30 31
Week of Description of Events
December 3 – December 31
Due diligence
Contract negotiations
Contact potential strategic buyers
January 7
Final bids and contract mark-ups due
January 14
Pick winner and announce the transaction
5
Goldman Sachs
II. Seller-Offered Financing Considerations
6
Goldman Sachs
Staple-On Financing Discussion
Disclaimer for Board Presentation Materials
The information contained herein regarding staple-on financing is for discussion purposes only and does not constitute a commitment by Goldman Sachs to offer or provide staple-on financing to potential buyers. Goldman Sachs has not yet sought internal approvals to offer staple-on financing to buyers. Set forth herein are some of the issues the Company’s board of directors and counsel may wish to consider in determining whether to request that its sell-side advisor offer staple-on financing to potential buyers. The Company and all potential buyers will be notified of Goldman Sachs’ procedures in connection with providing staple-on financing to buyers. The Company and each potential buyer will be required to acknowledge and consent to such procedures.
7
Goldman Sachs
Staple-On Financing Discussion
Overview of Process
A staple-on financing is a common debt financing package offered by the financing group of the sell-side M&A advisor (i.e., Goldman Sachs) to all potential buyers in connection with the transaction
Potential buyers are free to seek other financing sources and would not be required to accept the staple-on financing package offered by Goldman Sachs
For each buyer that initiates negotiations of the staple financing terms, Goldman Sachs will establish a separate financing team, or “tree”, to negotiate the financing package
In the event that bidders negotiate the staple-on financing packages, the terms of the financing package Goldman Sachs ultimately offers to each tree may differ
All potential buyers are notified of Goldman Sachs’ procedures in connection with providing staple-on financing to multiple buyers
In the event that Goldman Sachs is requested to, and does, offer staple-on financing and is also requested to conduct a study in order to render a fairness opinion, Goldman Sachs will require that the Company also obtain a fairness opinion from an independent advisor that is not involved in the financing
Goldman Sachs may be invited to participate in the financing being provided to the winning bidder by another financial institution, even if the bidder does not avail itself of the staple package offered by GS. Goldman Sachs would not participate in such financing without the Company’s consent
8
Goldman Sachs
Staple-On Financing
Potential Benefits
Streamlines the M&A sellside process particularly in early part of process
— Promotes confidentiality by limiting discussions to a single institution
— Saves time with concurrent due diligence for M&A and leveraged financing teams
– Improves quality of data room and anticipates need for certain exhibits
— Allows greater time for structuring and diligence for complex financial, structural or operating issues
Focuses bidders on asset value as opposed to the availability of debt financing, especially in early rounds
Increases competition/levels the field particularly for bidders with lesser access to financing
Helps establish floor valuation expectations to bidders
Potentially creates more competition among financing sources to provide more attractive/aggressive financing terms
Goldman Sachs may have particular financing product expertise that facilitates higher leverage levels
— For example, deal contingent currency or interest rate hedging, commodity hedges or other risk management products as part of the staple package may help potential buyers reduce certain deal-related risks
9
Goldman Sachs
Staple-On Financing Discussion
Issues to Consider and Mitigants
Issues to Consider Mitigating Process Factors
Risks creating a “ceiling” valuation
Third party sources typically use staple financing as starting point for competing for financing
Goldman Sachs’ role as financial advisor to the seller and provider of financing for potential buyers may be perceived as a conflict of interest
Goldman Sachs professionals that are part of a separate financing team working with a bidder will not be members of Goldman Sachs advisory team or any other financing team working with other bidders
Goldman Sachs may be perceived as having an incentive to favor bidders who accept the staple-on financing package over bidders who obtain non-Goldman Sachs financing
Bidders are not required to accept the financing package offered by Goldman Sachs
Bids will be considered on their merits and Company retains control over determination of winning bidder
Winner often does not use staple package
Importance of maintaining confidentiality of information both between seller and bidders and amongst bidders
Separation of financing teams
Controlled access to common resources and committees
Advisory team treats financing teams in the same manner as all third party financing sources
Senior supervisory oversight
10
This ‘SC 13E3’ Filing | Date | Other Filings | ||
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Filed on: | 3/27/08 | PREM14A | ||
11/1/07 | 8-K | |||
10/30/07 | ||||
10/25/07 | ||||
10/24/07 | ||||
10/23/07 | ||||
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