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Deal Update March 18, 2007. 2 Executive Summary We believe Veronis Suhler Stevenson has a minimum sale price range of $185-215M – $185M yields an IRR.

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Presentation on theme: "Deal Update March 18, 2007. 2 Executive Summary We believe Veronis Suhler Stevenson has a minimum sale price range of $185-215M – $185M yields an IRR."— Presentation transcript:

1 Deal Update March 18, 2007

2 2 Executive Summary We believe Veronis Suhler Stevenson has a minimum sale price range of $185-215M – $185M yields an IRR of 30% for VSS and below this threshold the MIP is not fully vested – $215M yields an IRR of 40% and an additional bonus payment of $3M to ITN management Under previous ITN economic forecasts the EBITDA multiple required to meet VSS minimum price was prohibitive – Providing an IRR of 30% to VSS in Q4 ’07 required acquiring ITN at 11x 2007 EBITDA ($175M) – Unlikely that an 11x EBITDA acquisition would have been approved by Tokyo as ITN delivered 2007 EBITDA of $16M against a forecast of $22M Improved ITN profitability has created a window of opportunity for VSS to exit at an acceptable IRR and for SPT to gain control at a reasonable EBITDA multiple – Based on 2008 EBITDA forecasts, the perceived minimum acquisition price of $185M represents 7.2x EBITDA – Given the uncertainty associated with future ITN cash flows VSS may elect to exit the business *Unless noted, IRR figures calculated based on July 2008 transaction Should SPT choose to pursue an acquisition of ITN: – Upon SPT notifying VSS of intention to acquire SPT receives a 30 day “first look” right of negotiation before VSS can engage a third party – VSS is under no obligation to sell to SPE – If VSS sells to a third party customary drag along rights will apply to SPT Please make this page 1

3 3 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 Conform to prior page so scale looks same 1 decimal Pls give me one copy of the old analysis

4 4 Improved ITN Profitability has Created a Window of Opportunity for VSS to Exit at an Acceptable IRR and for SPT to 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

5 5 ITN Waterfall Distributions Overview First, Pay off Debt Second, to the Investors with respect to the Series A units in an amount equal to invested capital; Third, $500,000 to ZM which is to be treated as Series A invested capital Fourth, to the Investors with respect to the Series A units, an 8% per year return on investment, compounded annually (with ZM’s $500,000 being deemed invested capital); Fifth, to the Series C unit holders, up to 3.2% of the balance of the available cash (note: these are the “warrants” with respect to the subordinated debt); Sixth, to the management group* an “equity value payment” calculated as follows: (1) if realized equity value is less than or equal to $300MM, 2% of such equity value; (2) if realized equity value is $300MM-$400MM, 2% of such equity value plus 1 basis point for each $1MM of realized value over $300MM; and (3) if realized equity value is greater than $400MM, 3% of such equity value; Seventh, 90% to the Series A Investors and 10% to Series B unit holder until the Series A Investors have received an aggregate of 2X their invested capital by reason of the distributions pursuant to clauses First through Seventh; provided that up to 28% of the Series A Investors’ distribution pursuant to this paragraph will be reallocated to the MIP; An additional payment of $3MM is distributable to the management group upon reaching a 40% IRR for Series A Investors Eighth, 80% to the Series A Investors and 20% to ITN (Series B unit holder); provided that up to 28% of the Series A Investors’ distribution pursuant to this paragraph will be reallocated to the MIP. Distributions to the MIP as described above occur only upon a Liquidation Event. *Individual management members excluding Connors


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