Polaris Inc. · NYSE:PII

Polaris — Polaris Industries — Merger or Acquisition (October 2016)

16 slides from Polaris's merger presentation, Oct 12, 2016

  1. Slide 1: Acquisition of Transamerican Auto Parts

    POLARIS INDUSTRIES INC. Acquisition of Transamerican Auto Parts October 12, 2016

  2. Slide 2: Forward Looking Statements and Important Disclosures

    Forward Looking Statements and Important Disclosures Except for historical information contained herein, the matters set forth in this presentation, including management’s expectations regarding the effective purchase price, financing of the purchase price, timing of closing, synergies and other ben

  3. Slide 3: Agenda

    Agenda 1 Transaction Overview and Rationale 2 Transamerican Auto Parts Overview 3 Financial Summary 4 Closing Comments TAP 10/12/16 3

  4. Slide 4: Scott W. Wine, Chairman & CEO

    Scott W. Wine, Chairman & CEO Acquisition of Transamerican Auto Parts Company October 12, 2016 TAP 10/12/16 4

  5. Slide 5: Transaction Overview

    1 Transaction Overview Acquiring Transamerican Auto Parts Company (“TAP”); expect late-Q4’16 close Vertically integrated multi-channel market leader focused on the $10+ billion Jeep and truck aftermarket accessories space ~$740 million in sales (TTM September 30, 2016) $665 million purchase price; ~

  6. Slide 6: Strategic Rationale

    1 Strategic Rationale Immediate market leadership in growing $10+ billion N. A. off-road Jeep and truck aftermarket space Complementary 4WD aftermarket corresponds closely to Polaris ORV business Business Model Creates a leading enterprise in the off-road enthusiast market Expanded Leverage TAP’s ex

  7. Slide 7: Bob Mack, SVP – Corporate Development & Strategy

    Bob Mack, SVP – Corporate Development & Strategy Acquisition of Transamerican Auto Parts Company October 12, 2016 TAP 10/12/16 7

  8. Slide 8: Business Overview

    2 Business Overview Summary Sales & EBITDA 3-year (2012–2015) Sales CAGR = 15% Fully integrated manufacturer, distributor, retailer & 3-year (2012–2015) EBITDA* CAGR = 17% installer of off-road Jeep and truck accessories $740 $672 $607 7 leading aftermarket brands $501 Sales $443 75 retail stores, 6

  9. Slide 9: Business Overview – TAP Product Portfolio

    2 Business Overview – TAP Product Portfolio Sales by Product Category Aftermarket Accessory Applications (FY 2015) Interior: lockboxes, Roof Racks / Antennas / floor mats, Cargo CB Radios Soft seat/covers, etc. Solutions Tops Exterior: hitches, Body Interior Performance Armor tire carriers, roll Acc

  10. Slide 10: Business Overview – Jeep and Truck Aftermarket Space

    2 Business Overview – Jeep and Truck Aftermarket Space Jeep and truck aftermarket is a $10+ billion Market Size: North American Jeep & Truck Aftermarket opportunity 60+ million vehicles (installed base) Jeeps and trucks are modified throughout life cycle Installation Accessories(1) Highly fragmented

  11. Slide 11: Business Overview – Omni-Channel Sales

    2 Business Overview – Omni-Channel Sales Retail / Wholesale E-Commerce / Direct 4Wheel Parts Store Denver, Colorado 75 retail locations in 24 states differentiates TAP from on-line only retailers – opportunity to grow store locations 6 distribution centers and 22 cross dock locations – expands reach

  12. Slide 12: Mike Speetzen, EVP – Finance & CFO

    Mike Speetzen, EVP – Finance & CFO Acquisition of Transamerican Auto Parts Company October 12, 2016 TAP 10/12/16 12

  13. Slide 13: Financial Summary

    3 Financial Summary Purchase $665 million net of assumed liabilities Price EV / EBITDA multiple of ~9.0x TTM EBITDA (net of NPV of estimated future tax benefits) Accretive to EPS in 2017, excluding purchase acctg./acquisition costs; strong cash flow generation Earnings / Gross margin currently at PI

  14. Slide 14: Scott W. Wine, Chairman & CEO

    Scott W. Wine, Chairman & CEO Acquisition of Transamerican Auto Parts Company October 12, 2016 TAP 10/12/16 14

  15. Slide 15: Closing Comments

    4 Closing Comments Largest acquisition to-date Immediate market leadership in growing off-road aftermarket space Consistent with our strategic objective of growing Powersports Plus Significant overlap of strong enthusiast consumer base Similar culture driven by the Powersports lifestyle Provides ind

  16. Slide 16: Q&A

    Q&A Acquisition of Transamerican Auto Parts Company October 12, 2016 TAP 10/12/16 16

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