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Leveraged Buyout Proposal of
Michael Baker Corporation (AMEX: BKR)




          Prepared for SLPECC Committee

  By TEAM UNLEVERAGED (Cheng Li & Allan Yang)

                  April 23, 2010




                        1
Target Overview
Michael Baker is a well-established, national engineering and consulting firm that has been providing
engineering services to the federal government, transportation, and civil infrastructure end markets since
1940. Baker advises customers on the design, engineering, and implementation (construction inspection
and construction management) of its projects in various sectors including transportation, aviation,
transit/rail, water/waste, and commercial facilities. Its services encompass the life cycle of infrastructure
and managed asset project.

Baker provides its core engineering services in three end markets: the federal government, transportation,
and commercial infrastructure.

Federal Government – the federal government sector accounts for approximately 50% of total revenues
and includes services in facilities, water, environmental, and geospatial information technology projects.
Its main customers include the Department of Defense, Department of Homeland Security with FEMA,
US-VISITS, and the Coastal Guard. The Federal Emergency Management Agency (FEMA) is Baker’s
largest customer, representing 15% of its revenue in 2009.

Transportation – the state and local transportation sector accounts for approximately 40% of total
revenues and includes engineering services for roads, highways, bridges, and rail systems. Its main
customers include various state departments of transportation (DOTs) including Pennsylvania, North
Carolina, Ohio, Indiana, and New Jersey.

Commercial/Private – the private sector accounts for approximately 10% of total revenues and includes
services for universities, port authorities, prisons, office buildings, aviation and medical facilities.
Although Baker historically has not focused on this sector, it plans to dedicate more resources to this
market.

In addition to these three markets, Baker also maintains a joint venture with the Stanley Group to provide
construction management services in Iraq. It was awarded this contract by the U.S. Army Corps of
Engineers to assist in the reconstruction of Iraq. Although this specific contract expired at year end 2009,
Baker is currently bidding for similar contracts in both Iraq and Afghanistan.

Lastly, in October 2009, Baker completed the sale of its energy business to Wood Group of Scotland for
$47.2 million, ending a multi-year effort to refocus the company toward its core competency, the
engineering business.




                                                      2
Industry Overview
The engineering and construction industry has been resilient during the economic downturn and is poised
for significant growth in the upcoming years. Market opportunities have arisen as a result of specific bills
and acts passed by Congress:

American Recovery and Reinvestment Act – the $787 billion stimulus bill passed in February 2009 has
positively impacted the industry, with an addressable opportunity of approximately $87 billion for early
stage engineering service companies like Michael Baker. In addition, the House passed a jobs bill in
December 2009, which allocates $48 billion for transportation and infrastructure projects. This bill
highlights the Obama Administration’s continued focus on highway, bridge, and rail infrastructure
spending, a key part of Baker’s business.

SAFE Transportation Equity Act – The Safe, Accountable, Flexible, and Efficient Transportation Equity
Act is a federal program to fund highway and interstate transportation projects. In the program, the
government matches at least 80% of highway and interstate projects though the highway trust fund, which
is paid for via a federal gasoline tax of 18.4 cents per gallon. The act was extended to year end 2010. The
National Surface Transportation Policy and Revenue Commission estimates that the nation needs to
invest at least $225 billion annually for the next 50 years to bring our current infrastructure up to good
repair, which suggests that the SAFE act will be further extended. This bodes well for Baker and the
engineering and construction industry.

Department of Transportation and Housing & Urban Development Bill – in December 2009, the House
approved the budget report to allot $76 billion of its fiscal year 2010 budget to the Department of
Transportation, which is a 13% increase from the allotted amount in fiscal year 2009. A significant
portion of the increase was for the Federal Railroad Administration (FRA), which included a $1.5 billion
increase in funding for high-speed rails. The FRA designated 10 potential high speed rail corridors
locations and plans to inject 1 billion per year for 6 years to jump start this program. This 1 billion is
beyond what is already allocated to transit and rails in the ARRA stimulus bill. Again, this action is opens
the doors for substantial growth in the transportation industry for Baker.

National Infrastructure Reinvestment Bank – President Obama is expected to create a federally funded
government entity to review, authorize, and fund significant national and regional infrastructure projects.
The objective of this entity is to improve national security and stimulate the economy through highway,
airport, and water projects. Through this entity, an injection of over $50 billion dollars is expected to take
place over a span of 10 years. The NIRB would help to emphasize the need for infrastructure spending
and highlight the importance of transportation safety and security on a national scale, another growth
opportunity for companies in the engineering and construction industry.

Overall, Baker competes for contracting business with larger Engineering and Construction companies,
such as AECOM Technology Corporation, URS Corporation, Jacobs Engineering Group, and Tetra Tech
as well as with a large number of smaller private engineering and architectural firms. Although the
industry is competitive, pricing and billing rates have remained stable. We see no indication that this will
be a problem in the near future.




                                                      3
Investment Thesis & Value Creation Opportunities
Investment Strategic Fit

Consistent cash flow generation – Baker operates a stable business with the ability to generate consistent
and predictable cash flows. Baker has been in the engineering services industry for 70 years and has a
history of profitability. It has recorded positive net profits since 2001 and is consistently ranked in the top
10% of US engineering design firms. The nature its business allows Baker to forecast future cash flows
from its backlog system where historically, over 80% of unfunded projects receive funding. As of
December 2009, Baker’s total backlog was $1.43 billion, including a funded backlog of $438 million and
an unfunded backlog of $991. Historically, almost 100% of transportation-related unfunded backlog have
received funding, eventually generating revenue for the company.

Strong balance sheet liquidity – The Company has a strong balance sheet with no debt. As of December
2009, Baker has $105 million in excess cash, with $37 million coming from the sale of Energy business.
A significant portion of this cash is can be used towards the equity portion of a buyout of the company.

Competitive market position – The Company is well positioned in a large and growing, but fragmented
market. As a result of the favorable trends in regulation, the engineering and construction industry is
positioned for tremendous growth. For Baker, government contracts make up roughly 50% of revenues
while transportation supplies are another 40%. In addition, Baker is an industry leader in the field of early
stage engineering services. Furthermore, since there is no single big competitor (the industry is
competitive with fragment players such as the competitors mentioned previously: AECOM, URS, Jacobs
Engineering, Tetra Tech), Baker is well situated to capture this market opportunity.

Low current market valuation – The Company is currently undervalued relative to competitors. With an
EV/EBITDA ratio of 6x and P/E ratio of 12x, Baker’s multiples are lower compared to industry averages
of 9x and 16x. Meanwhile, its operating margins are consistently higher than competitors. From this, we
conclude that Baker is undervalued at its current share price and provides a great buy at this discount.

                                                                            P/E                  EV/EBITDA
       Company               Price*      Market Cap    Enterprise
                                          ($MM)       Value ($MM)   2008A   2009A   2010E     2008A     2009A
 URS Corp (URS)             $ 50.57      $   4,248    $   4,480     15.9x   16.0x    14.1x     7.3x      8.1x
 AECOM (ACM)                $ 29.57      $   3,370    $   3,350     20.1x   17.7x    13.5x     9.5x      9.6x
 TetraTech (TTEK)           $ 22.45      $   1,385    $   1,310     25.4x   15.6x    17.0x     13.2x     8.5x
 Average                                                            20.5x   16.4x    14.9x     10.0x     8.7x
 Michael Baker (BKR)        $ 35.98      $     321    $    210      15.6x   12.0x    12.4x     6.9x      6.1x
 * Priced as of April 20, 2010 (close)



Operational Improvements to Create Value

Revenue growth via expansion into new geographical territories – Currently, Baker has very little
involvement in the Pacific West, the Midwest, and most of the Southeast regions. The company has a
strong presence in the Northeast and Mid-Atlantic regions and adequate presence in some states in the
West and South. In the overall industry, construction services have been growing rapidly to open up the
Northwest and Southeast to provide protection against hurricanes and other disasters. Baker will focus on
expanding geographically to cover the rest of the United States. In addition, we plan to accelerate new


                                                           4
project delivery methods, such as the design/build model, which can be more profitable than traditional
design contracts, in these new territories.

Revenue growth via expanded federal market penetration – Currently, Baker provides most of its federal
services to the Department of Defense (DOD) and Department of Homeland Security (DHS) with FEMA
and US-VISITS. Baker plans to leverage these existing relationships to expand contracting opportunities
with other federal departments including the Department of Energy (DOE), Department of State (DOS),
and Department of Justice (DOJ). Opportunities with the DOE include the design/build of various
facilities (office, testing, and maintenance), while DOS presents opportunities in the hardening of existing
embassy facilities. The DOJ needs contractors to design and build correctional facilities and improve
courthouse information management systems. Preliminary efforts to gain access to federal contracts with
these agencies are already in process, and the possibility of contracting them is extremely optimistic.

Revenue growth via cross-selling of construction services to existing clients – Baker’s main service
offerings centers around design/engineering and architectural services. The company does not control the
entire construction contracting process, from design/engineering to end construction. Design/build
contracts tend to have higher margins than traditional design contracts and often include performance
incentives. Only 15 of its 50 offices have personnel with expertise in construction management and
inspection. This revenue initiative focuses on expanding its market share with existing customers through
the cross-selling of its construction management services to current design, engineering, and/or
architectural services customers.

Revenue growth via increased private sector mix – Baker has not focused its efforts on the
commercial/private sector market, partially due to the economy and limited opportunities. It will dedicate
more resources to this market in order to enhance overall growth and provide diversification to decrease
dependence on federal contracts.

Cost cutting initiatives – Baker will roll out process improvement initiatives centered around improving
labor and subcontractor utilization efficiency to increase margins. In addition, we plan to revitalize its
sales force by implementing more efficient marketing & sales spending to create brand equity and gain
traction in the private sector. With the expertise of the individuals we bring in, we plan to improve project
and financial management to lower overhead costs.

Increase leverage – Currently, Baker has zero debt and is underleveraged compared to its competitors.
Having had debt several years ago and having received over $37 million in cash from the sale of its
energy sector, Baker has the capacity to take on debt for a more efficient capital structure.

Aligning incentive to retain and foster talent – The management was replaced in 2008 with an
experienced CEO and CFO, whom we plan to retain. Baker can align incentives by increasing top and
middle managements’ share of equity to retain and motivate the best talent.




                                                      5
Investment Risks
Decline in economic conditions could affect profitability and cash flow generation. Even though Michael
Baker Corporation has benefited from the ARRA federal stimulus, due to the upfront nature of its
services, less than 30% of the stimulus allocations for infrastructure projects have been paid out. Federal
projects not attached to the stimulus, such as projects attributed to state and local government agencies,
have the possibility of being delayed or postponed due to lack of funding and political interference.
Furthermore, while the private sector only accounts for 10% of the company’s revenue, the company has
identified the area as a major component of its continual growth strategy; however, a economic decline
can dramatically diminish private capital expenditures and decrease the amount of opportunities available.
If the economy worsens or recovers much more slowly than expected, Baker’s future revenue and
profitability could be negatively impacted as the amount of stimulus opportunities is depleted.

Changes in the government’s spending priorities could affect future revenue and growth prospects.
Baker’s primary customers that compose a substantial portion of the revenue and backlog include various
agencies that operate on funding provided by the U.S. federal government, state, and local governments.
Consequently, any significant changes and fluctuations in the government’s spending priorities, either as
a result of policy changes or economic downturns, may directly affect future revenue streams.
Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project
may take more than one year to perform. As a result, at the beginning of a project, the related contract
may only be partially funded, with additional funding committed only as appropriations are made in each
subsequent year. These appropriations, and the timing of payments, may be influenced by issues such as
the state of the economy, competing political priorities, oversight delays, budget constraints, or the overall
level of government expenditures. Additionally, reduced spending by the U.S. government may create
competitive pressure which could lead to lower revenues and margins in the future.

Strong dependence on fixed-price contracts could create cost-control problems. Many federal contracts,
especially relating to the infrastructure stimulus, are fixed-price contracts, which can generate higher
levels of profits than other contract types; however, they can also lead to cost overrun and losses. Possible
cost-control problems due to underestimation, subcontractor cost inflation, and other external
environment risks can be prevalent.

Competitive billing pressure could affect ability to secure contracts. Baker competes with many other
large engineering consulting firms in a fairly fragmented industry, as well as with many local/specialized
engineering companies. If competition increases in any sector or geographic region, the market
fragmentation can be reduced, leading to increased billing/pricing pressures.

Breakdown in partnership, joint venture, and subcontractor could affect company performance. Baker
provides many of its services through partnerships and joint ventures with other contractors, construction
services providers, and the like. If its partners or subcontractors fail to perform their obligations
satisfactorily as a result of financial or other difficulties, Baker may be unable to perform or deliver its
contracted services and be required to make additional investments in a project to ensure completion.




                                                      6
Statement-
Summary Financials (Income Statement- Base Case)
Income Statement
(US$ in 000's)                                   2007A       2008A      2009A       2010E     2011E     2012E     2013E     2014E     2015E     2016E

Engineering services revenue breakdown
Federal government                              $ 196,500 $ 238,800 $ 217,500 $ 225,113 $ 233,554 $ 242,896 $ 252,612 $ 262,717 $ 273,225 $ 284,154
State and local government                        160,700   173,200   181,000   185,525   190,627   196,346   202,236   208,303   214,552   220,989
Domestic private industry                          44,300    43,900    46,700    48,802    51,120    53,676    56,359    59,177    62,136    65,243

Total Reveunues                                   401,500    455,900    445,200     459,439   475,301   492,918   511,208   530,197   549,914   570,386
Cost of work performed                            321,850    371,397    357,197     357,135   369,465   383,159   397,377   412,138   427,464   443,378
Gross profit                                       79,650     84,503     88,003     102,304   105,836   109,758   113,831   118,059   122,450   127,008

Selling, general and administrative expenses       53,122     51,232     57,422      59,259    61,304    63,577    65,936    68,385    70,928    73,569
EBIT                                               26,528     33,271     30,581      43,045    44,531    46,182    47,895    49,674    51,522    53,440

Depreciation & Amortization                         5,039      4,952      5,592       5,329     5,329     5,329     5,329     5,329     5,329     5,329
EBITDA                                             31,567     38,223     36,173      48,374    49,860    51,511    53,224    55,004    56,851    58,769

Interest income                                       303        642        160         160       160       160       160       160       160       160
Interest expense                                     (554)       (93)       (70)     15,800    12,318    10,075     7,895     5,588     2,012         0
Other, net                                            (55)        66        101         101       101       101       101       101       101       101
Income before income taxes                         28,446     36,951     37,829      59,106    57,110    56,518    56,051    55,524    53,794    53,701

Provision for income taxes                         11,079     14,422     13,234      22,256    21,504    21,281    21,105    20,907    20,256    20,220
Net Income                                         17,367     22,529     24,595      36,850    35,606    35,237    34,946    34,617    33,539    33,480

Forcast Drivers
Revenue growth:
 Federal government                                   12%        22%          -9%      3.5%      3.8%      4.0%      4.0%      4.0%      4.0%      4.0%
 State and local                                       6%         8%           5%      2.5%      2.8%      3.0%      3.0%      3.0%      3.0%      3.0%
 Domestic private industry                           -17%        -1%           6%      4.5%      4.8%      5.0%      5.0%      5.0%      5.0%      5.0%
Expenses as % of sales:
 Cost of work performed                             80.2%      81.5%      80.2%       77.7%     77.7%     77.7%     77.7%     77.7%     77.7%     77.7%
 Selling, general and administrative expenses       13.2%      11.2%      12.9%       12.9%     12.9%     12.9%     12.9%     12.9%     12.9%     12.9%
Effective Tax Rate                                    39%        39%        35%       37.7%     37.7%     37.7%     37.7%     37.7%     37.7%     37.7%




                                                                          7
LBO Modeling and Valuation Summary
A




    Sources and Uses (US$ in 000's)
    Sources                                                       Pro Forma Capitalization
    Term Loan                                     140,000                                                                   Pro Forma
    Mezzanine Debt                                 50,000                                        12/31/2009 Adjustment     12/31/2009
    Common Equity                                 139,389         Cash                            $ 105,259 $   (84,207) $       21,052
                   (1)
    Excess Cash                                   84,207
     Total Sources                              $413,596          Exisiting Debt                          0                    0                    0
    (1) 80% of cash used in buyout, 20% remain for operations
                                                                  Revolver                                0                  0                   0
    Uses                                                          Term Loan                               0            190,000             190,000
    Equity Consideration
                               (2)
                                                  407,484         Total Senior Secured Debt               0            140,000             190,000
    Investment Banking Fees                         4,075         Mezzanine                               0             50,000              50,000
    Mezzanine Underwriting Fees                     2,037         Total Debt                              0            190,000             240,000
    Refinance existing debt                             0
      Total Uses                                   $413.6         Common Equity                          9,403             0                 9,403
    (2) Assumes 30% Bid Premium on 4/9/10 Stock price             Total Capitalization                 114,662         105,793             270,455


    Summary Financials
    (US$ in 000's)                                              2007A        2008A       2009A           2010E     2011E      2012E      2013E      2014E      2015E      2016E

    Income Statement Summary
    Total Reveunues                                              $401,500    $455,900    $445,200 $459,439 $475,301 $492,918 $511,208 $530,197 $549,914 $570,386
      Revenue growth %                                             -37.9%       13.5%       -2.3%     3.2%     3.5%     3.7%     3.7%     3.7%     3.7%     3.7%
    Cost of work performed                                        321,850     371,397     357,197 357,135 369,465 383,159 397,377 412,138 427,464 443,378
    Gross profit                                                   79,650      84,503      88,003 102,304 105,836 109,758 113,831 118,059 122,450 127,008
      Gross margin %                                                  20%         19%         20%      22%      22%      22%      22%      22%      22%      22%

    Selling, general and administrative expenses                   53,122      51,232        57,422      59,259    61,304     63,577     65,936     68,385     70,928     73,569
    EBIT                                                           26,528      33,271        30,581      43,045    44,531     46,182     47,895     49,674     51,522     53,440

    Depreciation & Amortization                                     5,039       4,952         5,592       5,329     5,329      5,329      5,329      5,329      5,329      5,329
    EBITDA                                                         31,567      38,223        36,173      48,374    49,860     51,511     53,224     55,004     56,851     58,769

    Balance Sheet Summary
    Cash and cash equivalents                                      22,052      49,050     105,259        21,052    21,052     21,052     21,052     21,052     32,633     60,525
    Receivables                                                   109,453     113,676      76,455        78,900    81,624     84,650     87,791     91,052     94,438     97,953
    Unbilled revenues on contracts in progress                     88,214      70,455      49,605        51,192    52,959     54,922     56,960     59,076     61,272     63,553
    Property, Plant and Equipment, net                             16,776      16,671      12,578        14,693    17,180     20,074     23,275     26,795     30,646     34,841

    Secured Debt                                                         0           0            0      90,253    58,213     27,070          0          0           0         0
    Mezz Debt                                                            0           0            0      50,000    50,000     50,000     46,570     16,765           0         0

    Statement of Cash Flows Summary
    Net cash provided by operating activities:                     14,107      23,450        49,077      52,536    39,856     39,367     39,030     38,654     37,526     37,416
    Net cashed provided by investing activities:                     (492)     (4,847)       (6,154)     (2,790)   (7,816)    (8,223)    (8,530)    (8,849)    (9,180)    (9,524)
    Total pre-debt repayment cash flow                                                                   49,747    32,040     31,144     30,500     29,805     28,346     27,892

    Cash Flows from Financing Activities:
    Secure debt paydown                                                 0           0             0     (49,747)   (32,040)   (31,144)   (27,070)         0          0         0
    Mezz debt paydown                                                   0           0             0           0          0          0     (3,430)   (29,805)   (16,765)        0
    Net cash used for financing activities                         (4,745)      8,395        13,286     (49,747)   (32,040)   (31,144)   (30,500)   (29,805)   (16,765)        0

    Net increase in cash and cash equivalents                       8,870      26,998        56,209           0          0          0          0          0    11,581     27,892




                                                                                         8
LBO Modeling and Valuation Summary (Continued)
Debt Repayment Schedule
(US$ in 000's)                                                           2010E              2011E       2012E           2013E        2014E          2015E        2016E
                                                Rate of Return:
Senior Debt [L + 600 bps (BBB+ comparables)]             7%
Balance 1/1                                                              140,000             94,176          64,321      32,601           1,176             0            0
Debt Repayment                                                            45,824             29,854          31,720      31,424           1,176             0            0
Balance 12/31                                                             94,176             64,321          32,601       1,176               0             0            0
Interest Expense                                                           9,800              6,592           4,502       2,282              82             0            0
                                                Rate of Return:
Mezz Debt                                                12%
Balance 1/1                                                               50,000             50,000          50,000      50,000          50,000      20,304              0
Debt Repayment                                                                 0                  0               0           0          29,696      20,304              0
Balance 12/31                                                             50,000             50,000          50,000      50,000          20,304           0              0
Interest Expense                                                           6,000              6,000           6,000       6,000           6,000       2,436              0

Total pre-debt repayment cash flow                                        45,824             29,854          31,720      31,424          30,873      29,453       28,822


Returns - EBITDA Multiple                                                                     Returns - P/E Multiple
                                           Exit Year                                                                                          Exit Year
                               2013             2014              2015                                                            2013             2014            2015
Exit Multiple:                                                                                Exit Multiple:
      5.1x                    18.1%            15.0%          13.0%                                 11.4x                       26.0%             22.1%           18.3%
       6.1                    23.5%            19.2%          16.4%                                 12.4                        29.1%             24.2%           20.0%
       7.1                    28.3%            22.9%          19.4%                                 13.4                        31.9%             26.3%           21.5%

Credit Statistics
(US$ in 000's)                                            2010E           2011E                2012E            2013E           2014E             2015E         2016E

Return on Invested Capital (ROIC)                                  7%                 8%               9%              9%             9%               9%            9%
Debt Payback Period (years)                                        3.1                3.8              2.6             1.6            0.7              0.0           0.0
Senior Secured / LTM EBITDA                                       2.3x               1.4x             0.6x            0.0x           0.0x             0.0x          0.0x
Total Debt / LTM EBITDA                                           2.3x               1.4x             0.6x            0.0x           0.0x             0.0x          0.0x
Total Debt / Capitalization                                       20%                14%               7%              0%             0%               0%            0%
EBITDA / Interest Expense                                         2.6x               3.7x             5.0x            6.6x           9.3x            24.1x          N/A
EBITDA less Capex / Interest Expense                              2.1x               3.1x             4.2x            5.6x           7.8x            20.2x          N/A




                                                                                 9
Sensitivity Analysis
Sensitivity Analysis
(US$ in 000's)                2007A          2008A       2009A          2010E      2011E      2012E      2013E      2014E         2015E        2016E

Revenue:
 Base Case                    401,500        455,900     445,200        459,439    475,301    492,918    511,208    530,197        549,914     570,386
 Upside Case                  401,500        455,900     445,200        477,214    512,740    552,212    594,742    640,571        689,954     743,169
 Downside Case                401,500        455,900     445,200        437,179    433,693    434,590    439,853    445,199        450,628     456,142

Revenue growth:
 Base Case
  Federal government                                                       3.5%       3.8%       4.0%       4.0%       4.0%             4.0%      4.0%
  State and local                                                          2.5%       2.8%       3.0%       3.0%       3.0%             3.0%      3.0%
  Domestic private industry                                                4.5%       4.8%       5.0%       5.0%       5.0%             5.0%      5.0%
 Upside Case
  Federal government                                                       7.5%       7.8%       8.0%       8.0%       8.0%             8.0%      8.0%
  State and local                                                          6.5%       6.7%       7.0%       7.0%       7.0%             7.0%      7.0%
  Domestic private industry                                                8.3%       8.6%       8.8%       8.8%       8.8%             8.8%      8.8%
 Downside Case
  Federal government                                                       -1.5%      -0.5%       0.5%      1.5%       1.5%             1.5%      1.5%
  State and local                                                          -2.5%      -1.5%      -0.5%      0.5%       0.5%             0.5%      0.5%
  Domestic private industry                                                -0.5%       0.5%       1.5%      2.5%       2.5%             2.5%      2.5%

EBITDA:
 Base Case                     31,567         38,223      36,173         48,374     49,860     51,511     53,224     55,004         56,851      58,769
 Upside Case                   31,567         38,223      36,173         50,040     53,368     57,066     61,051     65,345         69,971      74,957
 Downside Case                 31,567         38,223      36,173         46,289     45,962     46,046     46,539     47,040         47,549      48,065

Secure Debt
 Base Case                            0              0           0       90,253     58,213     27,070          0            0             0            0
 Upside Case                          0              0           0       92,632     62,127     31,832      1,449            0             0            0
 Downside Case                        0              0           0       87,291     53,999     22,858          0            0             0            0

Mezz Debt
 Base Case                            0              0           0       50,000     50,000     50,000     46,570     16,765               0            0
 Upside Case                          0              0           0       50,000     50,000     50,000     50,000     20,873               0            0
 Downside Case                        0              0           0       50,000     50,000     50,000     43,573     15,538               0            0




Returns - EBITDA Multiple                                                           Returns - P/E Multiple
Upside Case                               Exit Year                                 Upside Case                         Exit Year
                      2013                     2014              2015                                        2013            2014                2015
Exit Multiple:                                                                      Exit Multiple:
     5.1x           22.3%                   19.0%            17.0%                       11.4x              30.6%               26.5%          22.8%
      6.1           27.8%                   23.4%            20.5%                       12.4               33.7%               28.7%          24.6%
      7.1           32.8%                   27.2%            23.6%                       13.4               36.6%               30.8%          26.2%

Returns - EBITDA Multiple                                                           Returns - P/E Multiple
Downside Case                             Exit Year                                 Downside Case                       Exit Year
                      2013                     2014              2015                                        2013            2014                2015
Exit Multiple:                                                                      Exit Multiple:
     5.1x           14.2%                   11.5%             9.7%                       11.4x              21.6%               18.1%          14.6%
      6.1           19.5%                   15.5%            13.0%                       12.4               24.6%               20.2%          16.2%
      7.1           24.1%                   19.1%            15.9%                       13.4               27.3%               22.1%          17.7%



                                                                            10

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Case Competition Proposal

  • 1. Leveraged Buyout Proposal of Michael Baker Corporation (AMEX: BKR) Prepared for SLPECC Committee By TEAM UNLEVERAGED (Cheng Li & Allan Yang) April 23, 2010 1
  • 2. Target Overview Michael Baker is a well-established, national engineering and consulting firm that has been providing engineering services to the federal government, transportation, and civil infrastructure end markets since 1940. Baker advises customers on the design, engineering, and implementation (construction inspection and construction management) of its projects in various sectors including transportation, aviation, transit/rail, water/waste, and commercial facilities. Its services encompass the life cycle of infrastructure and managed asset project. Baker provides its core engineering services in three end markets: the federal government, transportation, and commercial infrastructure. Federal Government – the federal government sector accounts for approximately 50% of total revenues and includes services in facilities, water, environmental, and geospatial information technology projects. Its main customers include the Department of Defense, Department of Homeland Security with FEMA, US-VISITS, and the Coastal Guard. The Federal Emergency Management Agency (FEMA) is Baker’s largest customer, representing 15% of its revenue in 2009. Transportation – the state and local transportation sector accounts for approximately 40% of total revenues and includes engineering services for roads, highways, bridges, and rail systems. Its main customers include various state departments of transportation (DOTs) including Pennsylvania, North Carolina, Ohio, Indiana, and New Jersey. Commercial/Private – the private sector accounts for approximately 10% of total revenues and includes services for universities, port authorities, prisons, office buildings, aviation and medical facilities. Although Baker historically has not focused on this sector, it plans to dedicate more resources to this market. In addition to these three markets, Baker also maintains a joint venture with the Stanley Group to provide construction management services in Iraq. It was awarded this contract by the U.S. Army Corps of Engineers to assist in the reconstruction of Iraq. Although this specific contract expired at year end 2009, Baker is currently bidding for similar contracts in both Iraq and Afghanistan. Lastly, in October 2009, Baker completed the sale of its energy business to Wood Group of Scotland for $47.2 million, ending a multi-year effort to refocus the company toward its core competency, the engineering business. 2
  • 3. Industry Overview The engineering and construction industry has been resilient during the economic downturn and is poised for significant growth in the upcoming years. Market opportunities have arisen as a result of specific bills and acts passed by Congress: American Recovery and Reinvestment Act – the $787 billion stimulus bill passed in February 2009 has positively impacted the industry, with an addressable opportunity of approximately $87 billion for early stage engineering service companies like Michael Baker. In addition, the House passed a jobs bill in December 2009, which allocates $48 billion for transportation and infrastructure projects. This bill highlights the Obama Administration’s continued focus on highway, bridge, and rail infrastructure spending, a key part of Baker’s business. SAFE Transportation Equity Act – The Safe, Accountable, Flexible, and Efficient Transportation Equity Act is a federal program to fund highway and interstate transportation projects. In the program, the government matches at least 80% of highway and interstate projects though the highway trust fund, which is paid for via a federal gasoline tax of 18.4 cents per gallon. The act was extended to year end 2010. The National Surface Transportation Policy and Revenue Commission estimates that the nation needs to invest at least $225 billion annually for the next 50 years to bring our current infrastructure up to good repair, which suggests that the SAFE act will be further extended. This bodes well for Baker and the engineering and construction industry. Department of Transportation and Housing & Urban Development Bill – in December 2009, the House approved the budget report to allot $76 billion of its fiscal year 2010 budget to the Department of Transportation, which is a 13% increase from the allotted amount in fiscal year 2009. A significant portion of the increase was for the Federal Railroad Administration (FRA), which included a $1.5 billion increase in funding for high-speed rails. The FRA designated 10 potential high speed rail corridors locations and plans to inject 1 billion per year for 6 years to jump start this program. This 1 billion is beyond what is already allocated to transit and rails in the ARRA stimulus bill. Again, this action is opens the doors for substantial growth in the transportation industry for Baker. National Infrastructure Reinvestment Bank – President Obama is expected to create a federally funded government entity to review, authorize, and fund significant national and regional infrastructure projects. The objective of this entity is to improve national security and stimulate the economy through highway, airport, and water projects. Through this entity, an injection of over $50 billion dollars is expected to take place over a span of 10 years. The NIRB would help to emphasize the need for infrastructure spending and highlight the importance of transportation safety and security on a national scale, another growth opportunity for companies in the engineering and construction industry. Overall, Baker competes for contracting business with larger Engineering and Construction companies, such as AECOM Technology Corporation, URS Corporation, Jacobs Engineering Group, and Tetra Tech as well as with a large number of smaller private engineering and architectural firms. Although the industry is competitive, pricing and billing rates have remained stable. We see no indication that this will be a problem in the near future. 3
  • 4. Investment Thesis & Value Creation Opportunities Investment Strategic Fit Consistent cash flow generation – Baker operates a stable business with the ability to generate consistent and predictable cash flows. Baker has been in the engineering services industry for 70 years and has a history of profitability. It has recorded positive net profits since 2001 and is consistently ranked in the top 10% of US engineering design firms. The nature its business allows Baker to forecast future cash flows from its backlog system where historically, over 80% of unfunded projects receive funding. As of December 2009, Baker’s total backlog was $1.43 billion, including a funded backlog of $438 million and an unfunded backlog of $991. Historically, almost 100% of transportation-related unfunded backlog have received funding, eventually generating revenue for the company. Strong balance sheet liquidity – The Company has a strong balance sheet with no debt. As of December 2009, Baker has $105 million in excess cash, with $37 million coming from the sale of Energy business. A significant portion of this cash is can be used towards the equity portion of a buyout of the company. Competitive market position – The Company is well positioned in a large and growing, but fragmented market. As a result of the favorable trends in regulation, the engineering and construction industry is positioned for tremendous growth. For Baker, government contracts make up roughly 50% of revenues while transportation supplies are another 40%. In addition, Baker is an industry leader in the field of early stage engineering services. Furthermore, since there is no single big competitor (the industry is competitive with fragment players such as the competitors mentioned previously: AECOM, URS, Jacobs Engineering, Tetra Tech), Baker is well situated to capture this market opportunity. Low current market valuation – The Company is currently undervalued relative to competitors. With an EV/EBITDA ratio of 6x and P/E ratio of 12x, Baker’s multiples are lower compared to industry averages of 9x and 16x. Meanwhile, its operating margins are consistently higher than competitors. From this, we conclude that Baker is undervalued at its current share price and provides a great buy at this discount. P/E EV/EBITDA Company Price* Market Cap Enterprise ($MM) Value ($MM) 2008A 2009A 2010E 2008A 2009A URS Corp (URS) $ 50.57 $ 4,248 $ 4,480 15.9x 16.0x 14.1x 7.3x 8.1x AECOM (ACM) $ 29.57 $ 3,370 $ 3,350 20.1x 17.7x 13.5x 9.5x 9.6x TetraTech (TTEK) $ 22.45 $ 1,385 $ 1,310 25.4x 15.6x 17.0x 13.2x 8.5x Average 20.5x 16.4x 14.9x 10.0x 8.7x Michael Baker (BKR) $ 35.98 $ 321 $ 210 15.6x 12.0x 12.4x 6.9x 6.1x * Priced as of April 20, 2010 (close) Operational Improvements to Create Value Revenue growth via expansion into new geographical territories – Currently, Baker has very little involvement in the Pacific West, the Midwest, and most of the Southeast regions. The company has a strong presence in the Northeast and Mid-Atlantic regions and adequate presence in some states in the West and South. In the overall industry, construction services have been growing rapidly to open up the Northwest and Southeast to provide protection against hurricanes and other disasters. Baker will focus on expanding geographically to cover the rest of the United States. In addition, we plan to accelerate new 4
  • 5. project delivery methods, such as the design/build model, which can be more profitable than traditional design contracts, in these new territories. Revenue growth via expanded federal market penetration – Currently, Baker provides most of its federal services to the Department of Defense (DOD) and Department of Homeland Security (DHS) with FEMA and US-VISITS. Baker plans to leverage these existing relationships to expand contracting opportunities with other federal departments including the Department of Energy (DOE), Department of State (DOS), and Department of Justice (DOJ). Opportunities with the DOE include the design/build of various facilities (office, testing, and maintenance), while DOS presents opportunities in the hardening of existing embassy facilities. The DOJ needs contractors to design and build correctional facilities and improve courthouse information management systems. Preliminary efforts to gain access to federal contracts with these agencies are already in process, and the possibility of contracting them is extremely optimistic. Revenue growth via cross-selling of construction services to existing clients – Baker’s main service offerings centers around design/engineering and architectural services. The company does not control the entire construction contracting process, from design/engineering to end construction. Design/build contracts tend to have higher margins than traditional design contracts and often include performance incentives. Only 15 of its 50 offices have personnel with expertise in construction management and inspection. This revenue initiative focuses on expanding its market share with existing customers through the cross-selling of its construction management services to current design, engineering, and/or architectural services customers. Revenue growth via increased private sector mix – Baker has not focused its efforts on the commercial/private sector market, partially due to the economy and limited opportunities. It will dedicate more resources to this market in order to enhance overall growth and provide diversification to decrease dependence on federal contracts. Cost cutting initiatives – Baker will roll out process improvement initiatives centered around improving labor and subcontractor utilization efficiency to increase margins. In addition, we plan to revitalize its sales force by implementing more efficient marketing & sales spending to create brand equity and gain traction in the private sector. With the expertise of the individuals we bring in, we plan to improve project and financial management to lower overhead costs. Increase leverage – Currently, Baker has zero debt and is underleveraged compared to its competitors. Having had debt several years ago and having received over $37 million in cash from the sale of its energy sector, Baker has the capacity to take on debt for a more efficient capital structure. Aligning incentive to retain and foster talent – The management was replaced in 2008 with an experienced CEO and CFO, whom we plan to retain. Baker can align incentives by increasing top and middle managements’ share of equity to retain and motivate the best talent. 5
  • 6. Investment Risks Decline in economic conditions could affect profitability and cash flow generation. Even though Michael Baker Corporation has benefited from the ARRA federal stimulus, due to the upfront nature of its services, less than 30% of the stimulus allocations for infrastructure projects have been paid out. Federal projects not attached to the stimulus, such as projects attributed to state and local government agencies, have the possibility of being delayed or postponed due to lack of funding and political interference. Furthermore, while the private sector only accounts for 10% of the company’s revenue, the company has identified the area as a major component of its continual growth strategy; however, a economic decline can dramatically diminish private capital expenditures and decrease the amount of opportunities available. If the economy worsens or recovers much more slowly than expected, Baker’s future revenue and profitability could be negatively impacted as the amount of stimulus opportunities is depleted. Changes in the government’s spending priorities could affect future revenue and growth prospects. Baker’s primary customers that compose a substantial portion of the revenue and backlog include various agencies that operate on funding provided by the U.S. federal government, state, and local governments. Consequently, any significant changes and fluctuations in the government’s spending priorities, either as a result of policy changes or economic downturns, may directly affect future revenue streams. Legislatures may appropriate funds for a given project on a year-by-year basis, even though the project may take more than one year to perform. As a result, at the beginning of a project, the related contract may only be partially funded, with additional funding committed only as appropriations are made in each subsequent year. These appropriations, and the timing of payments, may be influenced by issues such as the state of the economy, competing political priorities, oversight delays, budget constraints, or the overall level of government expenditures. Additionally, reduced spending by the U.S. government may create competitive pressure which could lead to lower revenues and margins in the future. Strong dependence on fixed-price contracts could create cost-control problems. Many federal contracts, especially relating to the infrastructure stimulus, are fixed-price contracts, which can generate higher levels of profits than other contract types; however, they can also lead to cost overrun and losses. Possible cost-control problems due to underestimation, subcontractor cost inflation, and other external environment risks can be prevalent. Competitive billing pressure could affect ability to secure contracts. Baker competes with many other large engineering consulting firms in a fairly fragmented industry, as well as with many local/specialized engineering companies. If competition increases in any sector or geographic region, the market fragmentation can be reduced, leading to increased billing/pricing pressures. Breakdown in partnership, joint venture, and subcontractor could affect company performance. Baker provides many of its services through partnerships and joint ventures with other contractors, construction services providers, and the like. If its partners or subcontractors fail to perform their obligations satisfactorily as a result of financial or other difficulties, Baker may be unable to perform or deliver its contracted services and be required to make additional investments in a project to ensure completion. 6
  • 7. Statement- Summary Financials (Income Statement- Base Case) Income Statement (US$ in 000's) 2007A 2008A 2009A 2010E 2011E 2012E 2013E 2014E 2015E 2016E Engineering services revenue breakdown Federal government $ 196,500 $ 238,800 $ 217,500 $ 225,113 $ 233,554 $ 242,896 $ 252,612 $ 262,717 $ 273,225 $ 284,154 State and local government 160,700 173,200 181,000 185,525 190,627 196,346 202,236 208,303 214,552 220,989 Domestic private industry 44,300 43,900 46,700 48,802 51,120 53,676 56,359 59,177 62,136 65,243 Total Reveunues 401,500 455,900 445,200 459,439 475,301 492,918 511,208 530,197 549,914 570,386 Cost of work performed 321,850 371,397 357,197 357,135 369,465 383,159 397,377 412,138 427,464 443,378 Gross profit 79,650 84,503 88,003 102,304 105,836 109,758 113,831 118,059 122,450 127,008 Selling, general and administrative expenses 53,122 51,232 57,422 59,259 61,304 63,577 65,936 68,385 70,928 73,569 EBIT 26,528 33,271 30,581 43,045 44,531 46,182 47,895 49,674 51,522 53,440 Depreciation & Amortization 5,039 4,952 5,592 5,329 5,329 5,329 5,329 5,329 5,329 5,329 EBITDA 31,567 38,223 36,173 48,374 49,860 51,511 53,224 55,004 56,851 58,769 Interest income 303 642 160 160 160 160 160 160 160 160 Interest expense (554) (93) (70) 15,800 12,318 10,075 7,895 5,588 2,012 0 Other, net (55) 66 101 101 101 101 101 101 101 101 Income before income taxes 28,446 36,951 37,829 59,106 57,110 56,518 56,051 55,524 53,794 53,701 Provision for income taxes 11,079 14,422 13,234 22,256 21,504 21,281 21,105 20,907 20,256 20,220 Net Income 17,367 22,529 24,595 36,850 35,606 35,237 34,946 34,617 33,539 33,480 Forcast Drivers Revenue growth: Federal government 12% 22% -9% 3.5% 3.8% 4.0% 4.0% 4.0% 4.0% 4.0% State and local 6% 8% 5% 2.5% 2.8% 3.0% 3.0% 3.0% 3.0% 3.0% Domestic private industry -17% -1% 6% 4.5% 4.8% 5.0% 5.0% 5.0% 5.0% 5.0% Expenses as % of sales: Cost of work performed 80.2% 81.5% 80.2% 77.7% 77.7% 77.7% 77.7% 77.7% 77.7% 77.7% Selling, general and administrative expenses 13.2% 11.2% 12.9% 12.9% 12.9% 12.9% 12.9% 12.9% 12.9% 12.9% Effective Tax Rate 39% 39% 35% 37.7% 37.7% 37.7% 37.7% 37.7% 37.7% 37.7% 7
  • 8. LBO Modeling and Valuation Summary A Sources and Uses (US$ in 000's) Sources Pro Forma Capitalization Term Loan 140,000 Pro Forma Mezzanine Debt 50,000 12/31/2009 Adjustment 12/31/2009 Common Equity 139,389 Cash $ 105,259 $ (84,207) $ 21,052 (1) Excess Cash 84,207 Total Sources $413,596 Exisiting Debt 0 0 0 (1) 80% of cash used in buyout, 20% remain for operations Revolver 0 0 0 Uses Term Loan 0 190,000 190,000 Equity Consideration (2) 407,484 Total Senior Secured Debt 0 140,000 190,000 Investment Banking Fees 4,075 Mezzanine 0 50,000 50,000 Mezzanine Underwriting Fees 2,037 Total Debt 0 190,000 240,000 Refinance existing debt 0 Total Uses $413.6 Common Equity 9,403 0 9,403 (2) Assumes 30% Bid Premium on 4/9/10 Stock price Total Capitalization 114,662 105,793 270,455 Summary Financials (US$ in 000's) 2007A 2008A 2009A 2010E 2011E 2012E 2013E 2014E 2015E 2016E Income Statement Summary Total Reveunues $401,500 $455,900 $445,200 $459,439 $475,301 $492,918 $511,208 $530,197 $549,914 $570,386 Revenue growth % -37.9% 13.5% -2.3% 3.2% 3.5% 3.7% 3.7% 3.7% 3.7% 3.7% Cost of work performed 321,850 371,397 357,197 357,135 369,465 383,159 397,377 412,138 427,464 443,378 Gross profit 79,650 84,503 88,003 102,304 105,836 109,758 113,831 118,059 122,450 127,008 Gross margin % 20% 19% 20% 22% 22% 22% 22% 22% 22% 22% Selling, general and administrative expenses 53,122 51,232 57,422 59,259 61,304 63,577 65,936 68,385 70,928 73,569 EBIT 26,528 33,271 30,581 43,045 44,531 46,182 47,895 49,674 51,522 53,440 Depreciation & Amortization 5,039 4,952 5,592 5,329 5,329 5,329 5,329 5,329 5,329 5,329 EBITDA 31,567 38,223 36,173 48,374 49,860 51,511 53,224 55,004 56,851 58,769 Balance Sheet Summary Cash and cash equivalents 22,052 49,050 105,259 21,052 21,052 21,052 21,052 21,052 32,633 60,525 Receivables 109,453 113,676 76,455 78,900 81,624 84,650 87,791 91,052 94,438 97,953 Unbilled revenues on contracts in progress 88,214 70,455 49,605 51,192 52,959 54,922 56,960 59,076 61,272 63,553 Property, Plant and Equipment, net 16,776 16,671 12,578 14,693 17,180 20,074 23,275 26,795 30,646 34,841 Secured Debt 0 0 0 90,253 58,213 27,070 0 0 0 0 Mezz Debt 0 0 0 50,000 50,000 50,000 46,570 16,765 0 0 Statement of Cash Flows Summary Net cash provided by operating activities: 14,107 23,450 49,077 52,536 39,856 39,367 39,030 38,654 37,526 37,416 Net cashed provided by investing activities: (492) (4,847) (6,154) (2,790) (7,816) (8,223) (8,530) (8,849) (9,180) (9,524) Total pre-debt repayment cash flow 49,747 32,040 31,144 30,500 29,805 28,346 27,892 Cash Flows from Financing Activities: Secure debt paydown 0 0 0 (49,747) (32,040) (31,144) (27,070) 0 0 0 Mezz debt paydown 0 0 0 0 0 0 (3,430) (29,805) (16,765) 0 Net cash used for financing activities (4,745) 8,395 13,286 (49,747) (32,040) (31,144) (30,500) (29,805) (16,765) 0 Net increase in cash and cash equivalents 8,870 26,998 56,209 0 0 0 0 0 11,581 27,892 8
  • 9. LBO Modeling and Valuation Summary (Continued) Debt Repayment Schedule (US$ in 000's) 2010E 2011E 2012E 2013E 2014E 2015E 2016E Rate of Return: Senior Debt [L + 600 bps (BBB+ comparables)] 7% Balance 1/1 140,000 94,176 64,321 32,601 1,176 0 0 Debt Repayment 45,824 29,854 31,720 31,424 1,176 0 0 Balance 12/31 94,176 64,321 32,601 1,176 0 0 0 Interest Expense 9,800 6,592 4,502 2,282 82 0 0 Rate of Return: Mezz Debt 12% Balance 1/1 50,000 50,000 50,000 50,000 50,000 20,304 0 Debt Repayment 0 0 0 0 29,696 20,304 0 Balance 12/31 50,000 50,000 50,000 50,000 20,304 0 0 Interest Expense 6,000 6,000 6,000 6,000 6,000 2,436 0 Total pre-debt repayment cash flow 45,824 29,854 31,720 31,424 30,873 29,453 28,822 Returns - EBITDA Multiple Returns - P/E Multiple Exit Year Exit Year 2013 2014 2015 2013 2014 2015 Exit Multiple: Exit Multiple: 5.1x 18.1% 15.0% 13.0% 11.4x 26.0% 22.1% 18.3% 6.1 23.5% 19.2% 16.4% 12.4 29.1% 24.2% 20.0% 7.1 28.3% 22.9% 19.4% 13.4 31.9% 26.3% 21.5% Credit Statistics (US$ in 000's) 2010E 2011E 2012E 2013E 2014E 2015E 2016E Return on Invested Capital (ROIC) 7% 8% 9% 9% 9% 9% 9% Debt Payback Period (years) 3.1 3.8 2.6 1.6 0.7 0.0 0.0 Senior Secured / LTM EBITDA 2.3x 1.4x 0.6x 0.0x 0.0x 0.0x 0.0x Total Debt / LTM EBITDA 2.3x 1.4x 0.6x 0.0x 0.0x 0.0x 0.0x Total Debt / Capitalization 20% 14% 7% 0% 0% 0% 0% EBITDA / Interest Expense 2.6x 3.7x 5.0x 6.6x 9.3x 24.1x N/A EBITDA less Capex / Interest Expense 2.1x 3.1x 4.2x 5.6x 7.8x 20.2x N/A 9
  • 10. Sensitivity Analysis Sensitivity Analysis (US$ in 000's) 2007A 2008A 2009A 2010E 2011E 2012E 2013E 2014E 2015E 2016E Revenue: Base Case 401,500 455,900 445,200 459,439 475,301 492,918 511,208 530,197 549,914 570,386 Upside Case 401,500 455,900 445,200 477,214 512,740 552,212 594,742 640,571 689,954 743,169 Downside Case 401,500 455,900 445,200 437,179 433,693 434,590 439,853 445,199 450,628 456,142 Revenue growth: Base Case Federal government 3.5% 3.8% 4.0% 4.0% 4.0% 4.0% 4.0% State and local 2.5% 2.8% 3.0% 3.0% 3.0% 3.0% 3.0% Domestic private industry 4.5% 4.8% 5.0% 5.0% 5.0% 5.0% 5.0% Upside Case Federal government 7.5% 7.8% 8.0% 8.0% 8.0% 8.0% 8.0% State and local 6.5% 6.7% 7.0% 7.0% 7.0% 7.0% 7.0% Domestic private industry 8.3% 8.6% 8.8% 8.8% 8.8% 8.8% 8.8% Downside Case Federal government -1.5% -0.5% 0.5% 1.5% 1.5% 1.5% 1.5% State and local -2.5% -1.5% -0.5% 0.5% 0.5% 0.5% 0.5% Domestic private industry -0.5% 0.5% 1.5% 2.5% 2.5% 2.5% 2.5% EBITDA: Base Case 31,567 38,223 36,173 48,374 49,860 51,511 53,224 55,004 56,851 58,769 Upside Case 31,567 38,223 36,173 50,040 53,368 57,066 61,051 65,345 69,971 74,957 Downside Case 31,567 38,223 36,173 46,289 45,962 46,046 46,539 47,040 47,549 48,065 Secure Debt Base Case 0 0 0 90,253 58,213 27,070 0 0 0 0 Upside Case 0 0 0 92,632 62,127 31,832 1,449 0 0 0 Downside Case 0 0 0 87,291 53,999 22,858 0 0 0 0 Mezz Debt Base Case 0 0 0 50,000 50,000 50,000 46,570 16,765 0 0 Upside Case 0 0 0 50,000 50,000 50,000 50,000 20,873 0 0 Downside Case 0 0 0 50,000 50,000 50,000 43,573 15,538 0 0 Returns - EBITDA Multiple Returns - P/E Multiple Upside Case Exit Year Upside Case Exit Year 2013 2014 2015 2013 2014 2015 Exit Multiple: Exit Multiple: 5.1x 22.3% 19.0% 17.0% 11.4x 30.6% 26.5% 22.8% 6.1 27.8% 23.4% 20.5% 12.4 33.7% 28.7% 24.6% 7.1 32.8% 27.2% 23.6% 13.4 36.6% 30.8% 26.2% Returns - EBITDA Multiple Returns - P/E Multiple Downside Case Exit Year Downside Case Exit Year 2013 2014 2015 2013 2014 2015 Exit Multiple: Exit Multiple: 5.1x 14.2% 11.5% 9.7% 11.4x 21.6% 18.1% 14.6% 6.1 19.5% 15.5% 13.0% 12.4 24.6% 20.2% 16.2% 7.1 24.1% 19.1% 15.9% 13.4 27.3% 22.1% 17.7% 10