Best Buy Co., Inc. · NYSE:BBY
Best Buy — Merger or Acquisition (April 2013)
14 slides from Best Buy's merger presentation, Apr 30, 2013
Slide 1: Proposed Acquisition of Best Buy Co., Inc.'s 50% Share in CPW Europe
Carphone Warehouse Group plc PROPOSED ACQUISITION OF BEST BUY CO., INC.’S 50% SHARE IN CPW EUROPE PROPOSED FUNDING INCLUDING 9.99% CASHBOX PLACING Q4 TRADING UPDATE FOR THE QUARTER ENDED 31 MARCH 2013 THIS DOCUMENT IS CONFIDENTIAL AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN P
Slide 2: THIS DOCUMENT IS AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
THIS DOCUMENT IS CONFIDENTIAL AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. THIS DOCUMENT IS NOT AN OFFER OR INVIT
Slide 3: This document does not constitute or form part of any offer or invitation to
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company or any related company nor shall it or any part of it nor the fact of its distribution form the basis of, or be rel
Slide 4: The document has not been independently verified and no representation or warranty, express or
The document has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of the Company, and/or the Managers or any of their respective affiliates, advisers or any person acting on their behalf, as to, and no reliance should be placed o
Slide 5: Summary of Proposed Acquisition
Summary of Proposed Acquisition • Carphone Warehouse to acquire Best Buy Co., Inc.'s 50% share in CPW Europe for a net consideration of £471m • Net consideration funded by: • £250m in new bank debt • 9.99% cashbox placing of new equity • The issue of an £80m stake in Carphone Warehouse Group to Best
Slide 6: Benefits of Proposed Acquisition
Benefits of Proposed Acquisition • Simplified ownership structure; easier day-to-day management; streamlined decision making; leverage CPW Europe’s asset base and know-how • Simplified investment case; fully consolidated accounts • Full ownership of growth opportunities across Europe and other poten
Slide 7: Funding for Proposed Acquisition
Funding for Proposed Acquisition *Should the placing raise more or less than £91m (net of expenses), the difference will be either retained or funded through existing cash resources. **Based on a 2.5% discount to the 5 day closing average pre announcement (190p per share). Type £’m Debt New bank deb
Slide 8: Funding for Proposed Acquisition (continued)
Funding for Proposed Acquisition (continued) New debt facilities • A new £250m four-year amortising sterling term loan facility, which includes the same covenants as the existing CPW Europe facilities and a gross cost (incl. fees) of c.4% p.a. Best Buy Co., Inc. stake • Lock up arrangement for 12 mo
Slide 9: Proposed cashbox placing of shares
Proposed cashbox placing of shares • Proposed placing of 47.2m new ordinary shares • Represents c.9.99% of the company’s issued share capital prior to the placing • Placing to be determined through an accelerated bookbuild by Deutsche Bank and UBS • To be launched on 30 April 2013 • The Directors ar
Slide 10: Expected timing of principal events
Expected timing of principal events 2013 Event 30 April Announcement of proposed acquisition, cashbox placing & Q4 trading update 3 May Admission of the placing shares Early June Publication of prospectus and circular [18 June] EGM to approve proposed acquisition [18 June] Completion of proposed acq
Slide 11: Q4 Trading update: Quarter ended March 2013
Q4 Trading update Quarter ended 31 March 2013 CPW Europe • Q4 group LFL revenues up 6.5%: continued strong UK performance • Q4 connections up 9.7% • France: challenging conditions remain; £80-90m non-cash goodwill/fixed assets write-off, concluded strategic review • Reiterating full year Headline EB
Slide 12: Q4 Trading update (continued)
Q4 Trading update (continued) Quarter ended 31 March 2013 Virgin Mobile France • Revenue: full year growth c.4%, Q4 revenue down 9.7%, as expected • Postpay base: 11,000 net adds for full year, Q4 postpay base down 52,000 • 50% of base on Full MVNO; targeting 80% by November 2013 Group • Sale of two
Slide 13: Q&A
: CARPHONE WAREHOUSE ? GROUP PLC Q&A
Slide 14: Appendix: CPW Europe joint venture
APPENDIX JV founded In 2008 Best Buy acquired 50% of the Carphone Warehouse Group's mobile phone retail and distribution business for $2.1bn creating Best Buy Europe. Current Ownership 50% Carphone Warehouse Group plc 50% Best Buy Co., Inc. Revenue (2011-12) £3.3bn Headline EBIT (2011-12) £135m Stor