ITN Briefing May 6, 2008. 1 ITN Investment Overview ITN was acquired for $156MM by Veronis Suhler Stevenson (VSS) and SPT in July 2006 Upon acquisition.

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Presentation transcript:

ITN Briefing May 6, 2008

1 ITN Investment Overview ITN was acquired for $156MM by Veronis Suhler Stevenson (VSS) and SPT in July 2006 Upon acquisition ITN experienced a short-term decline in profitability as was projected in the acquisition bank case In Q ITN management increased its 2008 EBITDA forecast from $18MM to $26MM suggesting a return to historical profitability levels ITN’s average historical EBITDA is ~$29MM

2 Improved ITN Performance May Have Created A Window Of Opportunity For SPT To Acquire ITN SPT has always been bullish about ITN’s growth prospects and we invested with an expectation of earnings volatility Analysis of ITN’s historical profitability suggests there may be significant upside in acquiring the business from VSS We believe that the recent upward trend in earnings is the beginning of a period of extended profitability growth for the business We believe ITN’s financial volatility will encourage VSS to exit enable SPT to negotiate an acquisition price in the $ MM range To Validate this opportunity, SPT should: – 1) Confirm the sustainability of management EBITDA projections – 2) Establish VSS willingness to exit – 3) Develop and execute negotiation strategy (e.g., leverage SPT’s right of first negotiation)

3 APPENDIX

4 Under Previous ITN Economic Forecasts the EBITDA Multiple Required to Meet VSS Minimum Price was Prohibitive 2006 actual EBITDA missed bank case projections by 16% 2007 Actual missed target by 27% Given this underperformance, acquiring ITN at the end 2007 would have required paying 10.9x EBITDA--more than twice the original acquisition multiple Note: IRR figures calculated based on 12/31/07 transaction close

5 Improved ITN Profitability has Created a Window of Opportunity for VSS to Exit at an Acceptable IRR and for SPT Gain Control at a Reasonable EBITDA Multiple Revised ITN Q1 ’08 forecast suggests 2008 EBITDA will outperform bank case projections by 9% Projected 2008 EBITDA reduces the EBITDA multiple required to ensure a 30% IRR for VSS from 10.9x to 7.2x VSS may view current performance improvement as an opportunity to exit a business with inconsistent cash flows at an attractive IRR Note: IRR figures calculated based on 6/30/08 transaction close