Great Elm Group, Inc. · NASDAQ:GEG
Great Elm — Unwired Planet — Merger or Acquisition (April 2016)
9 slides from Great Elm's merger presentation, Apr 7, 2016
Slide 1: Corporate Transformation
Corporate Transformation 6 April 2016 Exhibit 99.2
Slide 2: Legal notices
Legal notices Forward-Looking Statements. This communication contains forward-looking statements, including but not limited to those regarding the proposed sale (the “Divestiture”) of subsidiaries and assets of Unwired Planet to Optis UP and our post-IP business. These statements may discuss the ant
Slide 3: Overview
Overview The past year has been a transformative one for Unwired Planet. Boris Teksler joined the Company in June 2015, and quickly brought much needed stability and expertise to the Company. Not long after, Boris and the team secured Unwired Planet's first litigation victories in the United Kingdom
Slide 4: Overview: companies to be divested to Optis UP
Overview Unwired Planet LLC (Nevada) Unwired Planet International Ltd. (Ireland) EU patents that are in litigation Openwave & Ericsson patents Revenue Share Unwired Planet, Inc. Unwired Planet IP Holdings, Inc. Unwired Planet IP Manager LLC 95% 5% The "Unwired Planet Companies” that are to be divest
Slide 5: The Optis UP transaction
The Optis UP transaction Transaction consideration $30 million wired at closing 50% of the recovery (if any) in the Microsoft case $10 million wired two years after closing Approximately 10 million of net payables transferred Divested assets Equity in our subsidiaries that own our patent portfolio U
Slide 6: Estimated net proceeds
Estimated net proceeds Dollar amounts in thousands Up front Backend Microsoft Deal price $30,000 up to $10,000 ½ net proceeds (if any) Settlement with counsel $4,500 Cash severance cost (excludes equity vesting) $1,700 Successful resolution estimate >$4,500 Unsuccessful resolution estimate $(4,000)
Slide 7: Why now
Why now The changes in the legal system have delayed our revenue Even after our three recent victories, our potential customers may continue to litigate in an effort to drain our treasury to make us desperate to settle Our current financial resources are constrained and our potential customers are e
Slide 8: Positioned for the future
Positioned for the future Cash NOL carryforwards Debt Board Management $75.4 million (post severance) + up to $10 million after two years $1.68 billion $35.8 million (principal + accrued through 30 Apr 16) and $ 3.4 million (premium) Four members of our board have significant leveraged finance, M&A
Slide 9: Go forward strategy
Go forward strategy End Markets Staging Vehicles Differentiators Investment management Others M&A Joint ventures Multiple outstanding term sheets now Platform build-out over 2+ years Tax advantaged Strong deal-maker board Financial discipline Clean balance sheet Section 382 limitations Creativity/de