School Speciality Inc · OTC:SCOO
School Speciality — School Specialty — Merger or Acquisition (June 2005)
11 slides from School Speciality's merger presentation, Jun 1, 2005
Slide 1: Bain Capital
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Slide 2: Proxy solicitation and forward-looking statements notice
In connection with the Company’s solicitation of proxies with respect to the meeting of shareholders to be called with respect to the proposed merger, the Company will file with the Securities and Exchange Commission (the “SEC”), and will furnish to shareholders of the Company, a proxy statement. SH
Slide 3: Transaction Terms
Transaction Terms Billions Cash for stock $1.4 Estimated debt assumed 0.1 Total value of Company $1.5 Estimated closing: Late September, early October No later than October 31
Slide 4: Contingencies to Close
Contingencies to Close File Proxy Shareholder vote Regulatory approval (HSR filing) Financing
Slide 5: Comparison of Debt Structure
Comparison of Debt Structure (in Millions) Old Structure New Structure New Debt $ 0 $ 675 Bank Debt – Term Loans 0 240 Bank Debt – Revolver 49 102 Bank Debt – A/R Securitization 85 85 Convertible Debt 133 0 Capital Leases 17 17 Total Debt $284 $1,119
Slide 6: Expectations for Change
Expectations for Change New Board of Directors Management team to stay in place No layoffs expected Continue to do acquisitions Support from Bain Capital on key initiatives More debt
Slide 7: Benefits to the Company
Benefits to the Company One single owner versus several thousand investors Strong, experienced team at Bain Focused financial performance as we have today, but no longer focused as much on quarterly performance Easier to do acquisitions and integrations with a single partner
Slide 8: Why Did the Board Take This Action?
Why Did the Board Take This Action? Most Boards, including ours, make decisions that are in the best interest of shareholders The Proxy, filed in a few weeks with the SEC, will describe the factors the Special Committee and the Board considered in making their decision.
Slide 9: Bain Capital's investments include a number of well-known companies
Bain Capital’s investments include a number of well-known companies Current and Past Investments * Pending investments
Slide 10: Bain Capital is one of the world's leading private investment firms
Bain Capital is one of the world’s leading private investment firms, with significant differentiation Leading Private Investment Firm Founded in 1984 and currently investing its eighth private equity fund Currently manages approximately $10 billion in private equity and venture capital Together with
Slide 11: Deep knowledge of relevant industries
Deep knowledge of relevant industries Relevant Experience Company Year Description Houghton Mifflin 2002 Leading educational publisher Acquired from Vivendi-Universal The Learning Co. 1997 Creator and publisher of educational software for schools Growth capital Jostens Learning 1995 K-12 educational