Ashland Inc. · NYSE:ASH
Ashland — Ashland Global Holdings — Proxy Contest (November 2018)
25 slides from Ashland's proxy contest presentation, Nov 28, 2018
Slide 1: Elevate Ashland (ASH)
Elevate Ashland (ASH) Cruiser Capital Advisors November 28, 2018 CONFIDENTIAL
Slide 2: Important Information
Important Information This presentation is not a solicitation of a proxy from any security holder of Ashland Global Holdings Inc. (the “ Company ”). Cruiser Capital Master Fund LP has nominated four individuals as nominees to the Company’s board of directors and intends to solicit votes for the elec
Slide 3: Important Information
Important Information Nothing set forth herein shall constitute an offer to sell any securities or constitute a solicitation of an offer to purchase any securities. Any such offer to sell or solicitation of an offer to purchase shall be made only by formal offering documents, which include, among ot
Slide 4: Important Information
Important Information Before making an investment decision with respect to Cruiser Capital, LLC (the “Fund”) managed by Cruiser Capital Advisors, LLC (the “Manager ”), or any manager potential investors are advised to read carefully the respective offering documents (including any relevant underlyin
Slide 5: Elevate Ashland
Elevate Ashland 5 • Cruiser Capital believes that Ashland Global Holdings Inc. (NYSE: ASH) is a strategic asset that is worth well in excess of $125 + • Potentially worth substantially more • Concerned that Company will Undertake Premature M&A Activity Before Fixing its Long - Standing Problems – De
Slide 6: Who We Are
Who We Are 6 • Engaged shareholders who brought Ashland Jerome Peribere to the Board • Company publicly thanked Cruiser Capital: We would also like to thank Cruiser Capital Advisors for their assistance in recommending Jerome to Ashland. We are confident that Jerome's industry experience, coupled wi
Slide 7: Engaging with Shareholders?
Engaging with Shareholders? 7 “Ashland strives to maintain constructive, ongoing communications with all its stockholders and welcomes views and opinions that may advance its goal of driving enhanced value .” (1) What is so intimidating about meeting with Dr. Bill Joyce and Allen Spizzo ? CONFIDENTI
Slide 8: Who We Are Recommending
Who We Are Recommending 8 Dr. Bill Joyce: Bill currently is a Director of Hexion and Vice Chairman of the Fermi Research Association. Bill served as CEO where he oversaw the successful turn - arounds of Union Carbide (purchased by Dow Chemical), Hercules (ultimately purchased by Ashland, and now a k
Slide 9: Insider Purchases?
Insider Purchases? We believe that no director or officer has purchased common stock in the last ten years Source: Capital IQ 9 Holder Name Trade Date Range Transacted Shares Transaction Value Range (USD)Transaction Type Price Range (USD) Ligocki Ph.D., Kathleen A. (Former Director) Dec-01-2008 20,0
Slide 10: Lack of Integration
Lack of Integration Ashland disclosed 6.30.18 LTM SG&A of $708mm; this compares to FY 2018 adjusted EBITDA of $683mm 10 CONFIDENTIAL - NOT FOR DISTRIBUTION Source: Investor Presentation
Slide 11: Excessive Cost Structure
Excessive Cost Structure • Ashland announced a cost reduction program to reduce $70mm of corporate cost (A) associated with the Composite and I&S business being sold and $50mm of direct business SG&A (B) at ASI • $70mm cost reduction associated with businesses that are being sold - the majority of t
Slide 12: EBITDA Potential: Low Hanging Fruit
EBITDA Potential: Low Hanging Fruit A base case ASI EBITDA of $700mm assumes only an incremental $50mm cost reduction (there is a $100mm+ opportunity) and less than 5% of organic growth in the base business 12 ASI EBITDA Bridge EBITDA EBITDA 50 26 700 50 574 0 100 200 300 400 500 600 700 800 2018 AS
Slide 13: Valuation Matrix
Valuation Matrix Substantial opportunity to improve Ashland’s EBITDA and Multiple 13 CONFIDENTIAL - NOT FOR DISTRIBUTION Ashland Valuation Potential (1) EBITDA 650 675 700 725 750 10.0x $84 $88 $92 $96 $100 11.0x $95 $99 $104 $108 $112 12.0x $105 $110 $115 $120 $124 13.0x $116 $121 $126 $131 $136 14
Slide 14: Ashland's most exciting opportunities are to grow sales and profits
None of this discussion focuses on Ashland’s most exciting opportunities which are to grow sales and profits . 14 CONFIDENTIAL - NOT FOR DISTRIBUTION
Slide 15: Where is the EBITDA Growth?
ASI EBITDA 509 Pharmachem 683 491 529 527 476 493 574 - 200 400 600 800 2012 2013 2014 2015 2016 2017 2018 Where is the EBITDA Growth? Ashland EBITDA at ASI has not grown over a long period of time Note (1): Pharmachem acquisition closed May 2017; $65mm of EBITDA per management , FY 2018 first full
Slide 16: Aspirational Margin Improvement
Aspirational Margin Improvement Shareholders should not have to wait another three plus years for the Company to achieve adequate profitability • January 28, 2014: From an ASI perspective, what we've said in the past is in the 25% to 27% range . And if you look across the spectrum of high - quality,
Slide 17: ASI EBITDA Margin Improvement?
ASI EBITDA Margin Improvement? • Ashland has had a long term ASI EBITDA margin target of 25% - 27% for over FOUR YEARS • ASI had an EBITDA margin of 23.2% in FY 2018 compared to 23.3% margins in FY 2015. 17 CONFIDENTIAL - NOT FOR DISTRIBUTION 23.3% 22.8% 22.2% 23.2% 25% - 27% 16.0% 18.0% 20.0% 22.0%
Slide 18: Elevate Ashland
Elevate Ashland • Ashland is now set to receive $1 billion of net proceeds following the completion of the recently announced sale of Composites and Marl BDO facility. • In March, the Company authorized a $1 billion share repurchase. Well - informed Board perspectives on capital allocation decisions
Slide 19: Elevate Ashland
Elevate Ashland • The bottom line : We believe Ashland deserves more. Great opportunity exists at the Company. • We believe Dr. Bill Joyce, Allen Spizzo , Pat Gottschalk, Carol Eicher can help elevate Ashland to achieve more value for its shareholders, employees and customers . 19 CONFIDENTIAL - NOT
Slide 20: Dr. William H. Joyce
20 Dr. William H Joyce is one of the most successful Chemical executives in history. He is the retired Chairman of the Board and Chief Executive Officer of Nalco, Hercules Inc., Union Carbide Corporation and Vice Chairman of Dow Chemical. He currently is an indirect owner of over 470,000 shares ($40
Slide 21: Dr. William H. Joyce Selected Professional Experiences
Dr. William H. Joyce 21 Selected Professional Experiences (1) He led the turnaround of Union Carbide Corporation, a Dow Jones 30 Industrial company, which was facing bankruptcy. Share price under the improvement program moved from four ($4.00) dollars a share to $66 in 7½ years. This improvement was
Slide 22: Allen Spizzo
Allen Spizzo Allen A. Spizzo , age 59, is a business and management consultant focused on the chemicals, materials, biotechnology and pharmaceutical industries. He also serves as an investment advisor and asset management trustee where he is the indirect owner of approximately 750,000 shares of SHLM
Slide 23: Patrick Gottschalk
Patrick Gottschalk Patrick Gottschalk is an experienced global business leader with over 30 years and currently is a director at Superior Plus (TSX:SPB). Mr. Gottshcalk is skilled at driving complex organizations to increase focus on key business improvement levers and increase value capture. While
Slide 24: Carol Eicher
Carol Eicher Carol Eicher was most recently the President and Chief Executive Officer of Innocor , Inc. Carol brings thirty years of manufacturing, commercial and executive leadership experience in the chemical industry. Throughout her career, she has led global specialty chemicals businesses servin
Slide 25: Feel Free to Contact Us
Feel Free to Contact Us: 501 Madison Avenue New York, NY 10022 Attn: Keith M. Rosenbloom info@cruisercap.com (212) 251 - 3390 CONFIDENTIAL - NOT FOR DISTRIBUTION 1
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