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	6. TRANSACTION ASSUMPTIONS
	($ in millions unless otherwise noted)
	OFFER PRICE ASSUMPTIONS
		Value	Source / Notes
	Target Current Share Price ($)	$42.00	Market close price
	Offer Price per Share ($)	$55.00
	Premium to Current Price (%)	31.0%
	Target Shares Outstanding (mm)	120.0
	Equity Purchase Price ($mm)	$6,600.0
	Plus: Target Net Debt ($mm)	$700.0
	Enterprise Value ($mm)	$7,300.0
	CONSIDERATION MIX
	Cash Consideration (%)	60.0%
	Stock Consideration (%)	40.0%
	Cash Amount ($mm)	$3,960.0
	Stock Amount ($mm)	$2,640.0
	Acquirer Share Price ($)	$85.00
	Exchange Ratio	0.2588x
	New Shares Issued (mm)	31.1
	Pro Forma Acquirer Shares (mm)	281.1
	FINANCING ASSUMPTIONS
	New Term Loan A ($mm)	$2,000.0	5-year amortizing
	Term Loan A Interest Rate	5.50%
	Term Loan A Amortization (% / yr)	5.0%
	New Term Loan B ($mm)	$1,500.0	7-year bullet
	Term Loan B Interest Rate	6.50%
	Revolver Drawn ($mm)	$0.0	Undrawn at close
	Revolver Interest Rate	5.00%
	Total New Debt ($mm)	$3,500.0
	TRANSACTION FEES & COSTS
	Advisory Fees ($mm)	$75.0	Investment bank fees
	Financing Fees ($mm)	$45.0	Debt arrangement fees
	Legal & Accounting ($mm)	$25.0
	Other Transaction Costs ($mm)	$15.0
	Total Transaction Fees ($mm)	$160.0
	ADDITIONAL ASSUMPTIONS
	Pre-Tax Cost of Debt	5.93%	Weighted average
	Combined Tax Rate	25.0%
	After-Tax Cost of Debt	4.45%
	Financing Fee Amortization (years)	5
	Annual Financing Fee Amortization ($mm)	$9.0
	Target Existing Debt Refinanced?	Yes
	Forgone Interest on Cash Used ($mm)	3.0%	Interest rate on cash
	Note: Blue font = user-editable assumptions. Green font = linked from other sheets.
	Key assumptions should be validated with investment committee and legal counsel prior to closing.