Entegris, Inc. · NASDAQ:ENTG
Entegris — Debt Investor Presentation (March 2014)
15 slides from Entegris's debt investor presentation, Mar 11, 2014
Slide 1: Sources & Uses | Anticipated Post-Closing Capitalization
Exhibit 99.1 Sources & Uses | Anticipated Post-Closing Capitalization ($ in millions) Transaction Sources & Uses1 Sources Amount Uses Amount Balance Sheet Cash $ 379 Equity Purchase Price² $ 1,143 Term Facility 460 Estimated Financing Fees³ 22 Senior Notes 360 Estimated Merger Costs 4 34 Total Sourc
Slide 2: Senior Secured Term Loan B Summary of Indicative Terms
Senior Secured Term Loan B Summary of Indicative Terms Borrower: Entegris, Inc. Tranche: Senior Secured Term Loan B Security: First priority security interest in all assets of the Borrower (other than ABL collateral) and all stock and assets of the Guarantors and a 65% stock pledge of first tier for
Slide 3: Entegris + ATMI = A More Powerful Operating Platform
Entegris + ATMI = A More Powerful Operating Platform Leader in contamination Leader in advanced materials control and wafer handling and material delivery systems 66% unit-driven net sales ~100% unit-driven revenue Net Sales (2013) = $693M Net Sales (2013) = $361M 1 = $132M EBITDA (2013) EBITDA (201
Slide 4: The Contamination Control Experts for Advanced Manufacturing
The Contamination Control Experts for Advanced Manufacturing Entegris Contamination Contamination Control Technologies particles Filtration and Purification inorganics 44% gels Maximized Fluid Handling Yields Airborne molecules 20% bubbles Microenvironments 26% ions Advanced Materials 10% % 2013 Sal
Slide 5: Global Footprint and Breadth of Technology Provide Unique Competitive Position
Global Footprint and Breadth of Technology Provide Unique Competitive Position Gudeng Miraial Shin Etsu SAES Pall GEMU Toyo Tanso Parker Donaldson Small Large Global Footprint (# of employees –logarithmic scale) Note: Size of circles reflects approximate relative semiconductor sales, based on compan
Slide 6: Entegris Customer Overview
Entegris Customer Overview No Customer Accounts for more than 10% of Net Sales Top Customers FY2013 Semiconductor Manufacturers Large North American IC Company Original Equipment Manufacturers Wafer Growers / Chemical Companies Source: Publicfilings, Entegris management Presentation to Prospective L
Slide 7: Longstanding and Collaborative Customer Relationships
4 Longstanding and Collaborative Customer Relationships Entegris serves virtually all significant customers across the semiconductor supply chain and has served as a trusted partner for decades On a combined basis, the top 10 customers constitute 40.8% of 2013 Net Sales Combined Customers as % of To
Slide 8: Experienced Management Team with Previous Integration Experience
5 Experienced Management Team with Previous Integration Experience Name Background Bertrand Loy Bertrandhasservedas Presidentand Chief ExecutiveOfficersinceNovember2012 Previouslyservedas the ExecutiveVicePresidentand ChiefOperatingOfficersinceJuly2008,andprior to that wasthe ExecutiveVicePresidenti
Slide 9: Synergy Commentary and Breakdown
5 Experienced Management Team with Previous Integration Experience Synergy Commentary Synergies were identified over the course of a robust six-week due diligence process that included daily interaction with ATMI management and multiple on-site visits Expected savings were analyzed more thoroughly t
Slide 10: Balance Sheet Management
Balance Sheet Management Balance sheet structured for safety and soundness - Long duration - No financial maintenance covenants - Significant pro forma liquidity ($85M ABL and $318M balance sheet cash, cash equivalents and short-term investments) Size of term loan predicated on full pay-off in 2008/
Slide 11: Entegris Historical Capital Expenditures
Entegris Historical Capital Expenditures ($ in millions) Capital Expenditures Commentary The Company has spent $59M on strategic capacity investments over the past three years - Investment includes membrane and specialty materials facility in Bedford, MA and 450 mm wafer handling facility in Colorad
Slide 12: Entegris Adjusted EBITDA Reconciliation
Entegris Adjusted EBITDA Reconciliation ($ in millions) Year 2011 2012 2013 2013PF Net Sales $749.3 $715.9 $693.5 $1,051.2 Income from Continuing Operations 123.8 68.8 74.5 71.9 Adjustments to Income from Continuing Operations Net Income Attributable to Noncontrolling Interest 0.4 - - - Equity in Ne
Slide 13: I. Entegris / ATMI: At a Glance
I. Entegris / ATMI: At a Glance Overview of Combined Company • The combined company is a leading provider of technologies and products that ultimately reduce manufacturing defects and enable semiconductor makers to maximize their yields • Due to the minimal product overlap, the combined company will
Slide 14: E. Acquisition Rationale
E. Acquisition Rationale • Enhances breadth of product offerings. The combination of Entegris and ATMI brings together two key suppliers in the semiconductor industry to create a technology leader in advanced process materials, contamination control and wafer handling. The transaction combines Enteg
Slide 15: VI. Integration Plan
VI. Integration Plan Entegris’ management team is focused on a quick and seamless integration of the ATMI acquisition. The Company has named a full-time chief integration officer who reports directly to Bertrand Loy, Entegris CEO. Additionally, the retention of key ATMI senior management team member