Global Brass and Copper Holdings Inc
Global Brass and Copper — Merger or Acquisition (April 2019)
14 slides from Global Brass and Copper's merger presentation, Apr 11, 2019
Slide 1: Investor Presentation April 10, 2019
(NYSE: BRSS)Investor PresentationApril 10, 2019
Slide 2: Transaction highlights
2 Transaction Wieland Group’s acquisition of Global Brass and Copper Price per share 100% of company purchased for $44.00 per share Consideration The transaction is not subject to any financing conditions and Wieland Group has secured appropriate financing facilities Premium 27% premium to closing p
Slide 3: Strategic rationale
Strategic rationale 3 Creates a leader in copper sheet, strip and brass products with global footprint and diversity Enhanced product development and R&D capabilities to better serve attractive growth markets Improved global distribution network across North America and Europe to reach new opportuni
Slide 4: Creating a global leader
Creating a global leader 4 Leading value-added converter, fabricator and distributor of specialized non-ferrous products Outstanding metal expertise, broad product portfolio and effective, future oriented services ~1,900 employees worldwide servicing nearly 4,200 customers in 28 countries Founded in
Slide 5: Broad and diverse product portfolios
Broad and diverse product portfolios… 5 Products End-markets / shipments Copper/Brass Rolled Sheet Aluminum Copper Brass rods Copper & brass sheet Ingot products Eco Bronze Copper foil Fabricated products Key industries:Building & HousingAutomotiveElectronicsMunitionsCoinage Key industries:Building
Slide 6: …and complementary footprint
Mexico Puerto Rico USA …and complementary footprint 6 Complementary regions:North AmericaChina Singapore EuropeAsiaNorth America Complementary footprint provides Wieland a leading supply chain in diverse geographies GBC Wieland Group Mexico China Australia India Europe Russia United Kingdom Japan Un
Slide 7: Compelling strategic combination
Compelling strategic combination 7 90+ total manufacturing and distribution locations worldwide Attractive positions in industries and channels worldwide Opportunities in global sourcingComplementary footprint – leveraging best practicesBalanced industry exposureEnhanced service quality to existing
Slide 8: Expected transaction milestones
Expected transaction milestones 8 Expected timing Milestone April 10th, 2019 Deal announcement H2 2019 Regulatory approvals H2 2019 Shareholder meeting to vote on transaction H2 2019 Expected transaction close
Slide 9: Appendix
Appendix 9
Slide 10: EBITDA and Adjusted EBITDA Reconciliation
EBITDA and Adjusted EBITDA Reconciliation 10 Note: refer to notes on the page following these reconciliations EBITDA and Adjusted EBITDA Reconciliation
Slide 11: Notes for EBITDA and Adjusted EBITDA Reconciliation
Notes for EBITDA and Adjusted EBITDA Reconciliation 11 Represents the loss on extinguishment of debt and other expenses associated with our refinancing activities.Represents unrealized gains / losses on derivative contracts.Represents the impact of lower of cost or market adjustments to domestic met
Slide 12: Non-GAAP Financial Measures Discussion
Non-GAAP Financial Measures Discussion 12 Adjusted EBITDANet income attributable to Global Brass and Copper Holdings, Inc. is the most directly comparable US GAAP measure to adjusted EBITDA. Adjusted EBITDA is defined as net income attributable to Global Brass and Copper Holdings, Inc., plus interes
Slide 13: Non-GAAP Financial Measures Discussion (cont.)
Non-GAAP Financial Measures Discussion (cont.) 13 We compensate for these limitations by using adjusted EBITDA along with other comparative tools, together with US GAAP measurements, to assist in the evaluation of operating performance. Such US GAAP measurements include operating income and net inco
Slide 14: Additional Information
Additional Information Discussion 14 Additional Information and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed acquisition of the Company by Wieland. In connection with the proposed transaction, the Company intends to file with the Securities
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