IPO Pitchbook

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© Pristine For [Insert Text Here] (Confidential) © Pristine – www.edupristine.com

Pitchbook

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Key concept page

I. Pitchbook

II. Parts of a pitchbook

III. Key sources of information

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© Pristine For [Insert Text Here] (Confidential)

1. Introduction to Pitchbooks

Pitchbook is a marketing tool used by investment bankers



Contains detailed analysis of investment ideas for clients



The content varies with the purpose of meeting with the clients

2 Types of Pitch Industry overview/Bank Introduction Deal consideration Management Presentation

 Bank introduction

 Initial sales pitch

 Regular meeting

 Buy- side M&A

 Sell-side M&A

 IPOs

 Debt issuance

 After mandate

pitches

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2 Key parts of a Pitchbook

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Bank credentials



Market overview



Positioning/Equity story



Company profiles



Valuation summary



Potential targets/buyers



Summary/recommendation



Appendix

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2.1 Bank Credentials

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Bank credentials

• Bank Organization

• League Tables

• “Tombstone” deal summary

• Deal team credentials

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Market overview

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Positioning/Equity story

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Company profiles

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Valuation summary

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Potential targets/buyers

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Summary/recommendation

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Apendix

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UBS—A Leading Global Financial Services Firm

―Wall Street Powerhouse‖ FORBES 2004

The UBS Way BLOOMBERG 2004

_{World’s Best Investment} Bank

EUROMONEY 2004 World’s Best Bank EUROMONEY 2003

Best Investment Bank THE ECONOMIST 2003

World’s Best Investment Bank

INVESTMENT DEALERS’ DIGEST 2002

“

UBS is a banking giant but, a Wall Street powerhouse? Oh Yes.

“

UBS has achieved what once seemed impossible for any European investment bank: it has broken into the front rank in the US market,

Our strength is backed by industry accolades

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UBS—A Leading M&A Advisor with Rapid Improvement in

Market Share

2003–2004

# of Transactions / Market Share 1

2003–2004 Market Share versus 2000—2002

Notes: Data represents all M&A deals worldwide greater than $100 million in transaction value. Full credit given to acquiror and target advisor(s). Excludes withdrawn deals, equity carveouts, exchange offers, and open market repurchases

1 Market share based on number of transactions. Market shares do not sum to 100% due to multiple advisors on each transaction (e.g., target advisor and acquiror advisor)

UBS has positioned itself as one of the leading M&A advisors worldwide and has unprecedented momentum, capturing more market share than any other bank since 2002

6.4% 8.1% 8.5% 8.6% 10.4% 10.8% 12.2% 13.0% 13.8% 14.8% Lazard Lehman Bros Merrill Lynch Deutsche Bank CSFB Morgan Stanley Citigroup JP Morgan Goldman Sachs 459 426 403 377 333 322 265 262 252 197 (38% ) (23% ) (11% ) (5% ) (2% ) (1% ) +3% +6% +9% +23% CSFB Merrill Lynch Morgan Stanley JP Morgan Citigroup Goldman Sachs Lazard Deutsche Bank Lehman Bros

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February 2005 US$415 million Sale to eBay February 2005 US$850 million

Sale of Selected DynCorp Units to Veritas Capital

November 2004

US$137million Sale to Cisco Systems

July 2004 US$170 million Sale to FindWhat.com M ay 2004 US$663 million Acquisition of NPTest

Overview of UBS Technology M&A Group

 Strong technology-focused M&A presence with deep industry knowledge and company

relationships

 Experienced in a wide range of advisory assignments

– Buyer advisory – Seller advisory

– Cross-border transactions – Merger of equals

– Shareholder value protection – Leveraged transactions

Technology M&A Expertise 2004 Technology M&A Transactions Less Than $1 Billion

Source: SDC

Financial Advisor Rank Value ($mm) No. of Deals

Goldman Sachs & Co 1 7,168.2 17

Morgan Stanley 2 6,025.4 22

Credit Suisse First Boston 3 5,187.3 15

UBS 4 4,476.8 11

JP Morgan 5 4,375.4 14

Banc of America Securities LLC 6 2,148.2 5

Citigroup 7 2,114.1 12

Jefferies & Co 8 2,093.0 21

Lehman Brothers 9 1,560.4 9

Rothschild 10 1,492.6 3

Selected Recent Transactions

League Table

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© Pristine For [Insert Text Here] (Confidential) 8 February 2005 US$415 million Sale to eBay February 2005 US$850 million

Sale of Selected DynCorp Units to Veritas Capital

November 2004

US$137million Sale to Cisco Systems

July 2004 US$170 million Sale to FindWhat.com M ay 2004 US$663 million Acquisition of NPTest M ay 2004 US$380 million

Sale to Serena Software

M arch 2004 US$463 million Sale to SafeNet January 2004 US$601 million Sale to Manpower January 2004 US$467 million Financial Restructuring November 2003 US$295 million Sale to NetScreen

Overview of UBS Technology M&A Group

 Strong technology-focused M&A presence with deep industry knowledge and company

relationships

 Experienced in a wide range of advisory assignments

– Buyer advisory – Seller advisory

– Cross-border transactions – Merger of equals

– Shareholder value protection – Leveraged transactions

Technology M&A Expertise 2004 Technology M&A Transactions Less Than $1 Billion

Source: SDC

Financial Advisor Rank Value ($mm) No. of Deals

Goldman Sachs & Co 1 7,168.2 17

Morgan Stanley 2 6,025.4 22

Credit Suisse First Boston 3 5,187.3 15

UBS 4 4,476.8 11

JP Morgan 5 4,375.4 14

Banc of America Securities LLC 6 2,148.2 5

Citigroup 7 2,114.1 12

Jefferies & Co 8 2,093.0 21

Lehman Brothers 9 1,560.4 9

Rothschild 10 1,492.6 3

Selected Recent Transactions

“Tombstone” of recent

deals

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2.2 Market/Industry Overview

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Bank credentials



Market overview

• Industry overview

• Market growth

• Recent trends

• Key opportunities



Positioning/Equity story



Company profiles

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Valuation summary

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Potential targets/buyers

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Summary/recommendation

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Appendix

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2.2 Market/Industry Overview

 Gives an overview of the industry/sector

 Backed by numbers and charts

• Total addressable market size

• Market growth rate

• Growth drivers

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Key trends in the industry

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Major players in the industry

• Value chain of industry

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© Pristine For [Insert Text Here] (Confidential) 12

[FOR REFERENCE ONLY]

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[FOR REFERENCE ONLY]

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2.3 Positioning

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Bank credentials



Market overview



Positioning/Equity story

• Why is the company attractive?

• Company’s strength/weakness

• Market share



Company profiles



Valuation summary

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Potential targets/buyers



Summary/recommendation

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Appendix

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2.4 Company profiles



Bank credentials



Market overview



Positioning/Equity story



Company profiles

• What does the company do?

• Public market overview

• Business segments

• Geographical presence

• Key competitors/customers

• Recent News



Valuation summary



Potential targets/buyers



Summary/recommendation



Appendix

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2.4 Company profiles

Profiles

Strip Profile

One-pager/Two

_Pager

Detailed

 Company name/logo

 Summary financials

 Short business

description

 Management

 Detailed business

description

 Recent news

 Key management

 Geographical

presence

 Public market

overview

 Share price

performance

 Detailed business

description

 Product overview

 Management

overview

 Geographical

presence

 Public market

overview

 Share price

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LinkedIn - overview

18 Business description

 Social networking website for people in professional occupations

 Operates a proprietary platform that allows members to create, manage, and share their professional identity online  Also offers members with solutions to search, connect, and

communicate with business contacts

 Provides hiring solutions comprising LinkedIn Corporate Solutions, LinkedIn Jobs and Subscriptions

 Used by 200mm members in 200 countries  Available in nineteen languages  Offices in 25 cities worldwide

 Founded in 2003 and headquartered in Mountain View, CA Recent news

 Jan 09, 2013: Announced that it has reached 200mm members  Dec 4, 2012: Announced the launched of SUCEED: Small

Business Group, an online forum for networking, advice and content for small business professionals in partnership with Staples

Share Price Performance

Public market overview

Key management

Name Designation Past Experience

Jeffrey Weiner CEO and Director Steven Sordello CFO

David Henke SVP Operations

$80 $95 $110 $125 $140 7/23/2012 9/21/2012 11/20/2012 1/19/2013 LNKD

As of 23/1/2013

Share Price

$119.02

Shares outstanding

87.2mm

Market cap

12.8bn

P/E Ratio

596.45x

Forward P/E(1y)

795.27 Earnings Per Share (EPS)

$0.20

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LinkedIn - overview

Business description

$80 $95 $110 $125 $140 7/23/2012 9/21/2012 11/20/2012 1/19/2013 LNKD

As of 23/1/2013

Share Price

$119.02

Shares outstanding

87.2mm

Market cap

12.8bn

 What does the company do?

 What are its business segments?

 What products/solutions does it provide?

 Where all does it operate?

 What are its main sales channels?

 How many employees are there?

 Any proprietary technologies?

 When was it founded?

 Where are its headquarters?

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LinkedIn - overview

Key management

Name Designation Past Experience

Jeffrey Weiner CEO and Director Steven Sordello CFO

$80 $95 $110 $125 $140 7/23/2012 9/21/2012 11/20/2012 1/19/2013 LNKD

As of 23/1/2013

Share Price

$119.02

Shares outstanding

87.2mm

Market cap

12.8bn

P/E Ratio

596.45x

Forward P/E(1y)

795.27 Earnings Per Share (EPS)

$0.20

 Key recent news and events

• Management changes

• New product launches

• M&A activity

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LinkedIn - overview

$80 $95 $110 $125 $140 7/23/2012 9/21/2012 11/20/2012 1/19/2013 LNKD

As of 23/1/2013

Share Price

$119.02

Shares outstanding

87.2mm

Market cap

12.8bn

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LinkedIn - overview

Key management

Name Designation

Jeffrey Weiner CEO and Director

Steven Sordello CFO

$80 $95 $110 $125 $140 7/23/2012 9/21/2012 11/20/2012 1/19/2013 LNKD

As of 23/1/2013

Share Price

$119.02

Shares outstanding

87.2mm

Market cap

12.8bn

P/E Ratio

596.45x

Forward P/E(1y)

795.27 Earnings Per Share (EPS)

$0.20

 Share price chart

• Mention units and currency

• Footnote last closing price date

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LinkedIn - overview

$80 $95 $110 $125 $140 7/23/2012 9/21/2012 11/20/2012 1/19/2013 LNKD

As of 23/1/2013

Share Price

$119.02

Shares outstanding

87.2mm

Market cap

12.8bn

 Public Market overview

• Share price

• Market Cap

• EV

• Debt

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Share Price Performance

24 80 90 100 110 120 130 7/23/2012 8/22/2012 9/21/2012 10/21/2012 11/20/2012 12/20/2012 1/19/2013 LNKD S&P 100

Source: NASDAQ, as of Jan 22nd₂₀₁₃

114.5%

108.3%

Share price performance (Rebased to 100)

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Historical financial performance

68% 32% 73% 27% Revenue by geography 2011 2010 US International International US Revenue by segment 68% 32% 73% 27%

Revenue growth (in $) EBITDA Growth (in $)

243.1 522.2 200 300 400 500 600 M ill ion s 48.0 98.7 40 60 80 100 120 M ill ion s 2011 2010

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Products and solutions - overview

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 Centralized location where LinkedIn members can stay in the loop on your company news, products & services

 LinkedIn app for mobiles  Available for iPhone,

iPad, Android, BlackBerry and Windows

 Provide a forum for its members to discuss topics of interest and meet and interact with other professionals  Target audiences in a

business context, delivering high impact social media marketing solutions

 Enables members to be informed on the job every day by showing them relevant news

 Provides tools for members to land jobs faster  Annual conference exclusively for corporate recruiting customers  Enables members to be informed on the job every day by showing them relevant news

 Enables members to be informed on the job every day by showing them relevant news

 Empowers recruiting agencies and executive search firms to find, contact and place the talent

Company Pages LinkedIn Mobile LinkedIn Marketing Solutions

LinkedIn Today LinkedIn Job Seeker Platinum LinkedIn Groups

LinkedIn Talent Connect Resume Builder LinkedIn Jobs

Recruitment Advertising LinkedIn Map Recruiter Professional Services

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2.5 Valuation summary



Bank credentials



Market overview



Positioning/Equity story



Company profiles



Valuation summary

• Football Field analysis

• Financial Models

–

DCF Model

–

LBO Analysis

• Operating comparable

• Trading comparable



Potential targets/buyers

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2.5 Valuation Summary

 Used in all types of pitches with deal consideration

 Show the a “range” of values for the asset using a football field

• Mean or median value shown to suggest possible valuation

 Supported by individual valuation models

• DCF valuation

• LBO model

• Trading comparable valuation

• Comparable transaction valuation

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Valuation summary

30.7

30.4

23.9

65.7

67.6

30.4

EV/ EBITDA (x) Multiple P/E (x) Multiple P/BV (x) Multiple

Football Field

Football Field

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[FOR REFERENCE ONLY]

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2.6 Potential targets/buyers



Bank credentials



Market overview



Positioning/Equity story



Company profiles



Valuation summary



Potential targets/buyers

• Summary page of targets/buyers

• Company profiles of targets/buyers



Summary/recommendation



Appendix

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[FOR REFERENCE ONLY]

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2.7 Summary/Recommendation



Bank credentials



Market overview



Positioning/Equity story



Company profiles



Valuation summary



Potential targets/buyers



Summary/recommendation

• Analysis of all possible actions that the client can take

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Appendix

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2.8 Appendix



Bank credentials



Market overview



Positioning/Equity story



Company profiles



Valuation summary



Potential targets/buyers



Summary/recommendation



Appendix

• Detailed models

• Backup data

• Detailed profile

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3. Key sources for information

 Company website

• Investor Relations section, look for investor presentations, annual filings etc.

• Recent news and press releases

• Product brochures

• Company history

 SEC filings

• Information about key customers, employees, competitors, products, strategy can be found in

10K, Annual Report

 Call Transcript

• Current challenges facing the company

 Newsrun



Recent developments



Perspective on the company from outside

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4. Best practices

 Text size and spacing

• Use same font size across tables and text boxes

• Check for extra between words

• Ensure line spacing consistency

 Bullet points

• Keep bullets short and concise

• In case of a large amount of related information, create sub-bullets

• Don’t have more than 2/3 sub bullets

 Financials

• Check numbers such as Revenue, Market Cap to ensure consistency across slides

• Ensure that currency and units are mentioned. Exchange rate should be footnoted

 Footnote

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