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STRATEGIC ALTERNATIVES REVIEW
5/20/16
The Bottom Lines
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TABLE OF CONTENTS
Company Overview
Section II:
Industry Overview
Section III:
Leveraged Buyout Proposal
Section IV:
Valuation
Section V:
Merger Analysis
Section VI:
Q&A
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Section I:
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COMPANY OVERVIEW
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COMPANY OVERVIEW General Overview
Rodney C. Sacks – Chairman and CEO Hilton H. Schlosberg – President and CFO Thomas J. Kelly – Senior VP, Finance
Description
Highlights
Develops and sells energy drink beverages in the United States and internationally Products include Monster Energy, NOS, Nalu, Java Energy, Muscle Monster, and more Provides carbonated energy drinks to full service distributors, retail grocery and specialty chains, wholesalers, and more Known for supporting many extreme sports events such as BMX, Motocross, skateboarding, snowboarding, and even eSports Employees – 2,214 Market Cap – $30,143.7 Net Income – $706.2
Enterprise Value – $27,180.5 Revenue – $2,776.0 EBITDA – $1,046.0
$ in millions, market data as of 5/19/16, LTM financial data of 3/31/16
Financial Summary
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Key Management
1985
Monster embraces extreme action sports, alternative music and having fun to promote its products. The company’s marketing and advertising platforms are focused on engaging consumers by exposing them to a fun and extreme lifestyle Social media plays a key role in consumer marketing strategy, as Monster sponsors athletes and extreme events Monster’s lifestyle marketing programs focus on expanding their brand awareness through relationships with key influencers, event promotions, and other outreach events
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Founded
Corona, California
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Headquarters
Strategic Marketing and Branding
Key Metrics Energy drinks are most popular among the largest segment of the United States population – millennials The core market of Monster consists of 18-25 year old males, which make up 59% of the overall energy drink market Energy drink consumption in the United States increased from 55% to 61% of millennials from 2014 to 2015 At the same time, there continues to be a decline in the popularity of energy shots for the third consecutive year
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Monster’s revenue growth since Q1 2012 ($ in millions) Revenue
YoY Revenue Growth
20%
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$900
$750
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15%
$600
10%
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$450 $300
5%
$150 $-
0% Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2012
2013
2014
2015
Sources: 10-K, Mintel
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BUSINESS SEGMENTS Product Overview
International Expansion
Where Monster Distributes
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Monster’s main beverage offerings are categorized into: Monster Energy, Java Monster, Muscle Monster, Extra Strength, Rehab, Punch, and Juice Monster The company’s ability to innovate and market its drinks to appeal to more consumers leads to strong revenue and earnings growth potential
The development and sustained profitability of Monster Energy’s brand internationally remains a key value driver for the company’s corporate growth International growth increased 31% from $141.0 million in Q1 2015 to $184.4 million in Q1 2016 Monster’s strategic partnership with Coca-Cola will help catalyze revenue and earnings growth by increasing distribution reach into new territories on a global scale 20 year distribution agreement with Coca-Cola Amatil brought Monster products to Australia and New Zealand earlier this month and plans to expand into China and India later this year
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What Monster Sells
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Monster’s worldwide sales growth ($ in millions)
$2,392.5
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$1,569.5
$2,005.9
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$1,859.6
$2,169.2
$240.6
$381.0
2010
2011
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$1,247.9
US
$513.9
$580.6
$657.9
$713.2
2012
2013
2014
2015
Outside of the U.S.
Sources: 10-K
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HISTORICAL FINANCIALS For the year ending December 31,
$1,303.9
2012A
2013A
2014A
2015PF
$1,703.2 30.6%
$2,060.7 21.0%
$2,246.4 9.0%
$2,464.9 9.7%
$2,722.6 10.5%
623.7 680.2 52.2%
808.9 894.3 52.5%
995.0 1,065.7 51.7%
1,073.5 1,172.9 52.2%
1,125.1 1,339.8 54.4%
1,090.3 1,632.3 60.0%
Operating expenses Operating income % margin
332.4 $347.8 26.7%
513.5 $380.8 22.4%
586.8 $478.9 23.2%
590.1 $582.8 25.9%
660.6 $679.2 27.6%
900.1 $893.7 32.8%
Depreciation & amortization EBITDA % margin
11.8 $359.6 27.6%
17.1 $397.9 23.4%
20.6 $499.5 24.2%
22.8 $605.6 27.0%
25.7 $704.8 28.6%
30.9 $924.5 34.0%
Adjustments Adj. EBITDA % margin
(0.8) $358.8 27.5%
(1.4) $396.4 23.3%
(4.3) $495.1 24.0%
(22.7) $582.9 25.9%
(4.9) $699.9 28.4%
(83.2) $841.3 30.9%
$40.8 1.8%
$28.0 1.1%
$35.6 1.3%
As $12.6 1.0%
$25.6 1.5%
$42.9 2.1%
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Capital expenditures % revenue
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Cost of sales Gross profit % margin
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Total revenue % growth
2011A
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2010A
High adjustment required due to change in previous accounting purchase estimates resulting from Coca Cola energy drink acquisitions
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Large change in operating expense due to distributor termination costs from strategic partnership with Coca Cola
Consistently improving EBITDA margins starting 2011 from increased operating efficiency, even after acquisition of Coca Cola’s energy brands
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INDUSTRY OVERVIEW
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ENERGY DRINK MARKET Increasing Market Share Worldwide
The global energy drinks market was worth $8 billion in 2015 and is expected to reach $12 billion by 2020 at a CAGR of 6.9% over the forecasted period Increased regulatory oversight and health concerns force energy beverage companies to thoroughly test ingredients, leading to lower average margins within the industry
U.S. Sales of Energy Drink Beverages ($ in billions) $15 $10
$8.1
$10.7
$9.4
$13.5
$12.2
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$5
According to Nielsen reports for the 13 weeks through March 2016, the energy drink industry increased by 7.1% compared to the same period a year ago Sales of Monster grew 10.8% in the 13-week period, while Red Bull only grew by 4.1% and Amp’s sales declined 8.1% Monster’s market share increased 1.2 points in dollar points over the same period last year, while Red Bull decreased 1.6 points to below Monster’s market share Rockstar’s market share increased by 0.5 points while Amp’s declined by 0.2 points Including coffee into the energy drinks industry, sales increased 20.6%, with Java Monster increasing 18.4%
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General Overview
Monster International Market Share for Q1
$2011
2012
2013
2014
2015
25%
20%
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Competitive Landscape
15% 10%
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U.S. Energy Drink Brand Market Share 2015 1%
5%
0%
8%
44%
Monster
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46%
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Red Bull
Rockstar
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Amp
Great Britain
Sweden
Belgium
Norway
France
Germany
South Africa
Ireland
Spain
Greece
Chile
Brazil
South Korea
Japan
50%
40% 30% 20% 10%
0%
2015
2016
Sources: IBISWorld, Statista, Nielsen
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INDUSTRY COMPETITORS Publically Traded Non-Alcoholic Drink Manufacturers Profitability
3-Yr Growth Rates
EBITDA Margin 27.6% 19.2% 24.7% 12.0%
Median
57.4%
Monster Beverage Corporation
60.8%
(2.9%) (1.5%) 1.7% 19.4%
(2.7%) 0.3% 6.0% 21.6%
22.0%
0.1%
3.1%
$94,186
0.62
14.0x
27.8x
7.9%
31.7%
11.1%
37.7%
9.9%
23.3%
$27,180
0.77
26.0x
42.4x
15.9%
21.9%
19.6%
13.3x 19.7x
24.5x 39.0x
Beta 0.60 0.64 0.58 1.13
EV/ P/E Ratio EBITDA 18.0x 26.8x 14.0x 28.8x 12.6x 22.3x 20.3x 43.9x
ROA
ROE
ROC
7.0% 8.8% 10.1% 5.8%
26.9% 38.3% 36.5% 14.9%
8.8% 13.3% 17.1% 7.3%
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Return Metrics
Enterprise Value $217,526 $168,672 $19,701 $9,755
Revenue EBITDA
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The Coca-Cola Company Pepsico, Inc. Dr Pepper Snapple Group, Inc. The WhiteWave Foods Company
Gross Margin 60.2% 55.3% 59.5% 34.3%
Company Name
Valuation Metrics
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($ in millions)
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Monster Beverage’s strong financial performance positions the company for future growth Impressive top-line growth over past three years indicates flexibility to use earnings for product expansion
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Return metrics showcase efficient use of company/shareholder resources and strong bottom-line profitability
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High EBITDA margins relative to industry help justify Monster’s higher valuation metrics
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LEVERAGED BUYOUT PROPOSAL
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TAKE-PRIVATE STRUCTURE LBO Financing
Pro Forma Capitalization Table Amount
Cash from balance sheet $250 million revolver First lien term loan Second lien term loan Senior notes Sponsors equity Total sources
$2,175.4 – 2,315.0 1,050.0 – 28,644.8 $34,185.2
– 7.2% 3.3% – 89.5% 100.0%
Cash
$250 million revolver First lien term loan Total first lien debt
Existing debt Second lien term loan Senior notes Total debt Sponsor's equity Total capitalization
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Amount
$250.0 – 33,813.7 121.5
LTM 12/31/15PF operating statistics Adj. EBITDA Net cash interest expense Capital expenditures
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Cash to balance sheet Refinance existing debt Equity purchase price Financing fees, OID & other expenses
12/31/2015
L + 375 bps L + 425 bps
L + 800 bps 9.5%
$250.0 – 2,315.0 $2,315.0 – 1,050.0 – $3,365.0
28,644.8 $32,009.8
$841.3 217.3 35.6
$34,185.2
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Total uses
– 2.8x 4.0x 4.0x 38.0x 38.0x
Rate
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Uses
Cum. EBITDA % of Total Multiple Capitalization
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Sources
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Transaction financing derived from precedent LBOs within the beverage industry
LTM 12/31/15PF credit statistics First lien debt / Adj. EBITDA Total debt / Adj. EBITDA Net debt / Adj. EBITDA Adj. EBITDA / Net cash interest expense Total debt / Total capitalization
2.8x 4.0x 3.7x 3.9x 10.5%
Heavy capital infusion required to fund transaction due to a 21% purchase premium on one-month, unaffected share price and high company valuation
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TRANSACTION SUMMARY Fiscal year ended December 31,
2015PF
2016E
2017E
2018E
2019E
2020E
$2,723 10.5%
$3,033 11.4%
$3,327 9.7%
$3,637 9.3%
$3,964 9.0%
$4,313 8.8%
Gross profit % margin
$1,632 60.0%
$1,911 63.0%
$2,146 64.5%
$2,382 65.5%
$2,616 66.0%
$2,846 66.0%
$925 (83) $841 30.9%
$1,171 – $1,171 38.6%
$1,326 – $1,326 39.9%
$1,476 – $1,476 40.6%
$1,629 – $1,629 41.1%
$1,773 – $1,773 41.1%
$841 (217) (36) (223) (16) $349
$1,171 (217) (39) (349) (16) $549 549
$1,326 (188) (43) (420) (15) $660 1,208
$1,476 (164) (55) (486) (16) $756 1,964
$1,629 (125) (59) (559) (17) $869 2,832
$1,773 (55) (65) (640) (19) $994 3,827
$250
$250
$250
$250
$250
$712
EBITDA Plus: Adjustments Adj. EBITDA % margin
– 2,315 $2,315
Second lien term loan Senior notes Total debt % paydown % net paydown
$1,050 – $3,365
– 383 $383 83.5% 93.6%
– – – 100.0% 100.0%
– – – 100.0% 100.0%
$1,040 – $2,816 16.3% 17.6%
$1,029 – $2,157 35.9% 38.8%
$1,019 – $1,401 58.4% 63.0%
$533 – $533 84.2% 90.9%
– – – 100.0% 100.0%
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Adj. EBITDA / Net cash interest expense (Adj. EBITDA - capex) / Net cash interest expense Free cash flow / Total debt
– 1,128 $1,128 51.3% 57.5%
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Credit statistics First lien debt / Adj. EBITDA Total debt / Adj. EBITDA Net debt / Adj. EBITDA
– 1,777 $1,777 23.2% 26.1%
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$250 million revolver First lien term loan Total first lien debt % paydown % net paydown
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Capitalization Cash
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Adj. EBITDA Less: Net cash interest expense Less: Capital expenditures Less: Cash taxes Change in working capital Free cash flow Cumulative free cash flow
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Free cash flow
Revenue projections are derived by consolidating multiple analyst estimates Expert perception indicates maturity as shown by plateauing growth projections
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Total revenue % growth
2.8x 4.0x 3.7x
1.5x 2.4x 2.2x
0.9x 1.6x 1.4x
0.3x 0.9x 0.8x
– 0.3x 0.2x
– – NM
3.9x 3.7x
5.4x 5.2x
7.0x 6.8x
9.0x 8.7x
13.0x 12.6x
32.2x 31.0x
10.4%
19.5%
30.6%
53.9%
163.0%
High debt paydown due partially to effective free cash flow growth, but also from low debt incurred during proposed buyout
Leverage is consistent with recent leveraged buyouts within the beverage industry (2.5x – 4.0x) High interest coverage ratio indicates the capacity for the company to pay off debt immediately over time
NM
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SPONSOR RETURNS Fiscal year ending December 31, Full year Adj. EBITDA Exit mulitiple Enterprise value
40.2x
Less: Total debt Plus: Cash Equity value
2016
2017
2018
2019
2020
2021
2022
$1,170.7 40.2x $47,037.0
$1,325.9 40.2x $53,270.6
$1,476.4 40.2x $59,320.6
$1,629.1 40.2x $65,455.7
$1,772.5 40.2x $71,215.8
$1,923.2 40.2x $77,269.1
$2,077.0 40.2x $83,450.7
($2,156.9) 250.0 $51,363.7
($1,401.3) 250.0 $58,169.2
($532.8) 250.0 $65,172.9
– 711.5 $71,927.3
– 1,830.4 $79,099.5
– 3,042.0 $86,492.7
51,363.7 $51,363.7
58,169.2 $58,169.2
65,172.9 $65,172.9
71,927.3 $71,927.3
79,099.5 $79,099.5
86,492.7 $86,492.7
($2,816.4) 250.0 $44,470.6
Sponsor cash flow Cash outflow Cash inflow, different exit years Total cash flows
($28,632.2) 44,470.6 $44,470.6
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($28,632.2)
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2015
IRR given different exit years MOIC given different exit years
55.1% 1.6x
20.2% 2.5x
18.4% 2.8x
17.1% 3.0x
40.2x
41.2x
42.2x
16.4%
20.2%
20.8%
21.4%
22.0%
22.6%
18.9%
19.6%
20.2%
20.8%
21.4%
22.0%
21.4%
19.0%
19.6%
20.2%
20.8%
21.4%
23.9%
18.4%
19.0%
19.6%
20.2%
20.8%
26.4%
17.9%
18.5%
19.1%
19.7%
20.2%
Purchase Premium
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39.2x
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$71,927.3
Purchase Multiple
38.2x
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$37,166.1
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$3,365.0
22.8% 2.3x
IRR Sensitivity Analysis
$71,927.3
$33,801.1
26.6% 2.0x
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5 Year Exit Structure
33.9% 1.8x
–
Purchase
Net Debt
Exit
Equity
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VALUATION
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INTRINSIC VALUATION DCF Model
WACC Calculation 2014A $674.2 260.9 25.7 28.0
(+/-) Changes in Working Capital Unlevered Free Cash Flows Discounted Unlevered Free Cash Flows
2015PF $810.4 313.6 30.9 35.6
2016E $1,137.4 440.2 33.4 39.4
2017E $1,289.3 498.9 36.6 43.3
2018E $1,436.4 555.9 40.0 54.5
2019E $1,585.5 613.6 43.6 59.5
2020E $1,725.1 667.6 47.4 64.7
(16.0) 476.1 476.1
(16.0) 675.2 612.1
(15.4) 768.2 631.5
(16.3) 849.7 633.2
(17.4) 938.6 634.2
(18.8) 1,021.4 625.6
2020E EBITDA
Market Risk Premium
5.8%
Risk-Free-Rate
2.6%
Cost of Equity
10.3%
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Sensitivity Analysis
2
3
4
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$631.5
$633.2
$634.2
$625.6 $3,136.6 $15,199.8 $18,336.3 $2,175.4 -
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$612.1
Exit Multiple
10.3%
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Implied Equity Value Shares Outstanding Implied Share Price
1.33
* Monster’s lack of debt effectively makes WACC equal to cost of equity
14.0x $24,815.1
WACC
Discounted Free Cash Flows Sum of Discounted Cash Flows Discounted Terminal Value Implied Enterprise Value (+) Cash (-) Debt
WACC Calculation Levered Beta
1,772.5
Exit Multiple Implied Terminal Value
Year
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Year Adjusted EBIT (-) Tax Expenses (+) Depreciation & Amortization (-) Capital Expenditures
$98.9 12.0x 13.0x 14.0x 15.0x 16.0x
8.3% $95.3 $101.0 $106.7 $112.5 $118.2
9.3% $91.7 $97.2 $102.7 $108.2 $113.6
WACC 10.3% 11.3% $88.4 $85.2 $93.6 $90.2 $98.9 $95.2 $104.1 $100.2 $109.3 $105.2
12.3% $82.2 $87.0 $91.8 $96.5 $101.3
$20,511.7 207.5 $98.9
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VALUATION SUMMARY Share Price Based on Various Valuation Methods
Equity Comps
$64.41
DCF
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$148.46
$90.36
$108.20
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$90.20
$125.74
$152.60
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LBO
$113.08
$160.50
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LTM Spread
$0
$25
$50
$75
$100
$125
$150
$175
Current Trading Price
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MERGER ANALYSIS
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DR. PEPPER SNAPPLE OVERVIEW General Overview
Larry D. Young – President and CEO Martin M. Ellen – CFO and Executive VP Angela A. Stephens – Senior VP
Description
Highlights
Manufacturer and distributor of non-alcoholic beverages in the United States, Canada, and Mexico Offers flavored carbonated soft drinks and non-carbonated beverages, including ready-to-drink teas, juice drinks, water, and mixers The company sells its flavored carbonated drinks primarily under the Dr. Pepper, Canada Dry, 7UP, A&W, Crush, Sunkist soda, and Squirt brands Operates through over 100 distribution centers in the US and owns over 30 leading beverage brands Employees – 19,000 Market Cap – $17,131.9 Net Income – $789.0
Enterprise Value – $19,700.8 Revenue – $6,318.0 EBITDA – $1,562.0
$ in millions, market data as of 5/19/16, LTM financial data of 3/31/16
Financial Summary
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Key Management
2008
With a brand heritage spanning over 200 years, Dr. Pepper Snapple’s portfolio includes over 50 brands and hundreds of flavors of soft drinks, juices, teas, and mixers 13 of Snapple branded drinks are ranked number 1 and number 2 in their specific beverage categories
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Founded
Plano, Texas
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Headquarters
Representative Brands
Key Metrics Currently involved in sponsorships with Pittsburgh Penguins, San Francisco Giants, and Chicago Bears Heavily involved in philanthropic causes concerning youth wellness and environmental conservation, leading them to winning a “Civic 50” award Declared dividend of $0.53 as of May 18, 2016 DOT award winning supply chain service
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Snapple’s revenue growth since Q1 2012 ($ in millions) Revenue
YoY Revenue Growth
5.0%
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$1,800
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$1,500 $1,200
2.5%
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$900 $600
-%
$300 $-
-2.5%
Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1
2012
2013
2014
2015
Sources: 10-K, Mintel
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MERGER MODEL Post-Merger Analysis
Transaction Assumptions
Combined Income Statement
Per Share Purchase Price:
$112.52
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Transaction Overview Equity Purchase Price:
$21,239
% Cash: % Debt:
12.0% 48.0%
Cash Used: Debt Issued:
$2,549 $10,195
% Stock:
40.0%
New Shares Issued:
0.5%
Debt Interest Rate:
Foregone Cash Interest Rate: Revenue Synergy %: Cost Synergies % OpEx:
10.0% 22.5%
2017E $9,863
Revenue Synergies: Cost of Goods Sold: Revenue Synergy COGS: Gross Profit:
$641 $3,813 $320 $5,947
$654 $3,926 $327 $6,264
Operating Expenses: OpEx Synergies:
$3,214 $549
$3,347 $560
$148 $14 $0 $854 $0
$154 $14 $0 $854 $0
$2,266 ($10) ($13) ($765) $1,478 $572
$2,455 ($10) ($13) ($765) $1,667 $645
$906
$1,022
Depreciation of PP&E: Depr. of PP&E Write-Up: Amortization of Intangibles: Amort. of New Intangibles: Stock-Based Compensation:
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(12.5%) (6.6%) (0.6%) 5.5% 11.8% 18.2% 24.7% 31.3%
(9.2%) (3.2%) 2.8% 9.0% 15.3% 21.7% 28.3% 34.9%
(5.8%) 0.2% 6.3% 12.5% 18.8% 25.3% 31.9% 38.6%
(2.4%) 3.6% 9.7% 16.0% 22.3% 28.8% 35.4% 42.2%
1.0% 7.0% 13.2% 19.5% 25.9% 32.4% 39.0% 45.8%
4.4% 10.5% 16.6% 23.0% 29.4% 35.9% 42.6% 49.4%
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(15.9%) (10.1%) (4.1%) 2.0% 8.3% 14.6% 21.1% 27.7%
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(19.3%) (13.5%) (7.5%) (1.4%) 4.7% 11.1% 17.5% 24.1%
50.0%
Expense Synergies % Seller OpEx: 21.0% 23.0% 25.0% 27.0% 29.0% 31.0% 33.0% (24.0%) (20.7%) (17.4%) (14.1%) (10.7%) (7.4%) (4.1%) (18.3%) (15.0%) (11.6%) (8.3%) (4.9%) (1.6%) 1.8%
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125.00 120.00 115.00 110.00 105.00 100.00 95.00 90.00
19.0% (27.4%) (21.7%)
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Per Share Purchase Price
$ $ $ $ $ $ $ $
17.0% (30.7%) (25.1%)
7.5%
Revenue Synergy COGS %:
Sensitivity Analysis – Accretion/Dilution 5.0% $ 135.00 $ 130.00
57,086
2016E $9,441
Combined Revenue:
7.8% 13.9% 20.1% 26.4% 32.9% 39.5% 46.2% 53.1%
Operating Income: Interest Income / (Expense): Foregone Interest on Cash: Interest Paid on New Debt: Pre-Tax Income: Income Tax Provision: Net Income: Earnings Per Share (EPS): Diluted Shares Outstanding: Accretion / Dilution: Accretion / Dilution %:
$3.42 264,586
$3.86 264,586
$0.16 5.0%
$0.16 4.4%
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FINAL RECOMMENDATION Accretion/Dilution Analysis
Leveraged Buyout Analysis
2016E $9,441
2017E $9,863
Revenue Synergies: Cost of Goods Sold: Revenue Synergy COGS: Gross Profit:
$641 $3,813 $320 $5,947
$654 $3,926 $327 $6,264
Operating Expenses: OpEx Synergies:
$3,214 $549
$3,347 $560
$148 $14 $0 $854 $0
$154 $14 $0 $854 $0
$2,266 ($10) ($13) ($765) $1,478 $572
$2,455 ($10) ($13) ($765) $1,667 $645
$906
$1,022
$3.86 264,586
Net Income: Earnings Per Share (EPS): Diluted Shares Outstanding: Accretion / Dilution: Accretion / Dilution %:
$3.42 264,586
Cash from balance sheet $250 million revolver First lien term loan Second lien term loan Senior notes Sponsors equity Total sources
$2,175.4 – 2,315.0 1,050.0 – 28,644.8 $34,185.2
– 2.8x 4.0x 4.0x 38.0x 38.0x
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Uses
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Cash to balance sheet Refinance existing debt Equity purchase price Financing fees, OID & other expenses
Total uses
– 7.2% 3.3% – 89.5% 100.0%
Amount $250.0 – 33,813.7 121.5
$34,185.2
Accretive projection achieved by issuing 40% more stock Leverage ratio would be increased to over triple industry median Shareholders would not allow merger to go through
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Operating Income: Interest Income / (Expense): Foregone Interest on Cash: Interest Paid on New Debt: Pre-Tax Income: Income Tax Provision:
The optimal LBO requires almost 90% equity from Monster, leaving them with the task of raising almost $30 billion
Amount
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Depreciation of PP&E: Depr. of PP&E Write-Up: Amortization of Intangibles: Amort. of New Intangibles: Stock-Based Compensation:
Sources
$0.16 5.0%
$0.16 4.4%
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Combined Revenue:
Cum. EBITDA % of Total Multiple Capitalization
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Combined Income Statement
Based on multiple valuation methods and projections, we advise Monster Beverage Corporation to continue its current operations
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THANK YOU
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