FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Exhibit 77
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`CENTERIVIEW PARTNERS
`
`PROJECT JUICE
`
`Confidential Discussion Materials
`
`January 25, 2018
`
`Highly Confidential
`
`XEROX_FX-00000116
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Disclaimer
`
`This presentation has been prepared by Centerview Partners LLC ("Centerview") for use solely by the Board of Directors of Juice Corporation ("juice")
`in connection with its evaluation of a proposed transaction involving Juice and for no other purpose. The information contained herein is based upon
`information supplied by Juice and Fruit Corporation ("Fruit") and publicly available information, and portions of the information contained herein may
`be based upon statements, estimates and forecasts provided by Juice and Fruit. Centerview has relied upon the accuracy and completeness of the
`foregoing information, and has not assumed any responsibility for any independent verification of such information or for any independent evaluation
`or appraisal of any of the assets or liabilities (contingent or otherwise) of Juice or Fruit or any other entity, or concerning the solvency or fair value of
`Juice or Fruit or any other entity. With respect to financial forecasts, including with respect to estimates of potential synergies, Centerview has assumed
`that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the managements of
`Juice and Fruit as to their respective future financial performances, and at your direction Centerview has relied upon such forecasts, with respect to
`Juice and Frui~ including as to expected synergies. Centerview assumes no responsibility for and expresses no view as to such forecasts or the
`assumptions on which they are based. The information set forth herein is based upon economic, monetary, market and other conditions as in effect on,
`and the information made available to us as of, the date hereof, unless indicated otherwise and Centerview assumes no obligation to update or
`otherwise revise these materials.
`
`The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In performing this
`financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a particular weight to any particular
`portion of the analysis considered. Furthermore, selecting any portion of Centerview's analysis, without considering the analysis as a whole, would
`create an incomplete view of the process underlying its financial analysis. Centerview may have deemed various assumptions more or less probable
`than other assumptions, so the reference ranges resulting from any particular portion of the analysis described above should not be taken to be
`Centerview's view of the actual value of Juice or Fruit or a combination thereof
`
`These materials and the information contained herein are confidential, were not prepared with a view toward public disclosure, and may not be
`disclosed publicly or made available to third parties without the prior written consent of Centerview. These materials and any other advice, written or
`oral, rendered by Centerview are intended solely for the benefit and use of the Board of Directors of Juice (in its capacity as such) in its consideration
`of the proposed transaction, and are not for the benefit of, and do not convey any rights or remedies for any holder of securities of Juice or any other
`person. Centerview will not be responsible for and has not provided any tax, accounting, actuarial, legal or other specialist advice. These materials are
`not intended to provide the sole basis for evaluating the proposed transaction, and this presentation does not represent a fairness opinion,
`recommendation, valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation
`provided by Centerview.
`
`CENTERIVIEW PARTNERS
`
`Highly Confidential
`
`XEROX_FX-00000117
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
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`RECEIVED NYSCEF: 04/27/2018
`
`Table of Contents
`
`- Confidential --
`
`SECTION I ................................................................................................................................................... Situation Update
`
`SECTION 2 ............................................................................................................................... Status of Key Workstrearns
`
`SECTION 3 ........................................................................................................................... Illustrative Honeydew Analysis
`
`Additional Information
`
`APPENDIX I .......................................................................................................... Juice and Fruit X Standalone Valuation
`
`APPENDIX 2 .................................................................................................................................. Detailed Synergy Analysis
`
`Highly Confidential
`
`XEROX_FX-00000118
`
`CENTERIVIEW PARTNERS
`
`2
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
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`INDEX NO. 650675/2018
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`RECEIVED NYSCEF: 04/27/2018
`
`Situation Update
`
`Section I
`
`Highly Confidential
`
`XEROX_FX-00000119
`
`CENTERIVIEW PARTNERS
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
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`INDEX NO. 650675/2018
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`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Background
`
`Juice
`Stand-Alone
`Considerations
`
`• Since separation, Board has been focused on organic alternatives to enhance shareholder value
`
`• Original management LRP did not create value; revised "LRP 2.0" incrementally more aggressive
`
`• LRP has potential downside (described by management as medium/high execution risk)
`
`• Sellside coverage of Company is limited, with consensus estimates focused on short-term EPS
`
`• Strong operating performance since separation (at odds with prior years) has generated strong
`management credibility with investors
`
`• Predating the separation, and accelerating thereafter, Board has also reviewed in detail multiple
`inorganic alternatives to enhance shareholder value
`
`Strategic
`Alternatives
`
`• Topics explored have included "Horizon 3" buyside opportunities; whole-company combinations;
`"YieldCo" alternative, etc.
`
`• A cash sale of the Company to a strategic buyer or financial sponsor would likely be the value-maximizing
`alternative; we do not believe such alternative currently exists
`
`• Combined company will have the scale and global reach to effectively compete in current environment
`
`• Industry situation is evolving; consolidation in progress
`
`• Significant cost synergy opportunity
`
`Project Juice
`Transaction
`Thesis
`
`• Ability for Juice to "control its own destiny" vs. current inefficient JV structure
`
`• Stand-alone plan has execution risk (LRP described as medium/high risk)
`
`• Simplification of corporate structure and financial reporting (i.e. elimination of equity accounting) may
`provide unique opportunity for P/E multiple expansion relative to EV/EBITDA
`
`• Cash at closing + enhanced shareholder value creation relative to stand-alone
`
`CENTERIVIEW PARTNERS
`
`4
`
`Highly Confidential
`
`XEROX_FX-00000120
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
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`INDEX NO. 650675/2018
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`RECEIVED NYSCEF: 04/27/2018
`
`Primary Areas of Focus (see
`
`pages 7-8)
`
`- Confidential --
`
`Due
`Diligence
`
`Business
`Assessment
`
`Synergy
`Analysis
`
`Value
`Creation
`
`Governance
`
`CENTERIVIEW PARTNERS
`
`Highly Confidential
`
`XEROX_FX-00000121
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
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`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Update Since January 12 Board Meeting
`
`- Confidential --
`
`• Fruit is insisting on a January 31 announcement (Tuesday PM signing)
`
`• Since Board meeting on January 12, intense work has continued towards completion of:
`
`- Confirmatory due diligence
`
`- Pro forma financial plan; and
`
`- Negotiation of definitive documents
`
`• These and other topics were reviewed at an in-person meeting in Tokyo on January 16
`
`• In addition, we have focused on transaction execution workstreams necessary to announce on January 31,
`including:
`
`- Creation of NewCo equity story/rollout plan
`
`- Meetings with ratings agencies to secure indications required for transaction financing (led by Citi and
`Morgan Stanley financing teams)
`
`• Management team, Transaction Committee and Centerview have been closely aligned on all workstreams
`
`• On Tuesday, Juice CEO received inbound call from President of Honeydew expressing potential interest
`in a combination of Honeydew printing segment and Juice in a Reverse Morris Trust (RMT) transaction
`
`- Response to call: if Honeydew is interested in making a proposal, they should do so quickly and
`aggressively
`
`CENTERIVIEW PARTNERS
`
`6
`
`Highly Confidential
`
`XEROX_FX-00000122
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
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`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Summary of Key Findings to Date
`Summary
`
`Status
`
`Due
`Diligence
`
`Business
`Assessment
`
`Synergy
`Analysis
`
`Value
`Creation
`
`11 Business due diligence satisfied; key areas of opportunity and risk understood
`11 We have required certain "must have" financial items; Fruit has begun to deliver
`11 Key risk assessment: willingness to sign definitive agreement without benefit of
`audited financial information
`
`11 Judgment unchanged since prior Board discussion
`11 Adjusted Fruit X LRP reduced revenue CAGR from 1.7% to 1.2% and reduced
`both the 2022E margin from I 0.7% and I 0.0% and the ramp to achieve
`11 Relative value assessment looks in-line based on typical valuation methodologies
`
`11
`
`Initial view (December): $1 bn - $1.4bn total synergy opportunity
`11 Current view: $1.6bn total cost opportunity ($1.1 bn transaction synergies and
`$450mm Fruit X strategic transformation)
`11 Ongoing work regarding timetable to achieve, with critical implications for
`transaction value creation
`
`11 Prior models did not drive sufficient value for Juice shareholders as measured by
`(i) illustrative present value of future share price and (ii) earnings dilution
`11 Several negative below-line items have been uncovered; subject to further
`refinement
`- Uncertain tax leakage (current assumption is -$80mm)
`- Further analysis of dilutive impact of Deason Preferred, etc.
`Intensive work has continued to structure model to meet these critical criteria
`11 Ultimate plan must be (i) fully endorsed by management; and (ii) be dearly
`compelling for shareholders
`
`11
`
`Highly Confidential
`
`XEROX_FX-00000123
`
`CENTERIVIEW PARTNERS
`
`7
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
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`INDEX NO. 650675/2018
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`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Summary of Key Findings to Date (continued)
`Summary
`
`Status
`
`Governance
`
`Financing
`
`• Key outstanding issues:
`- Management team composition TBD
`Juice has conceded inclusion of shares underlying Deason preferred for
`-
`purposes of calculating 50. I% I 49.9% pro forma ownership
`Juice continuing to insist on certain protections regarding self-perpetuation of
`continuing directors
`• Discussions regarding certain business arrangements (e.g., inkjet, etc.) are not
`expected to conclude prior to signing
`
`-
`
`• Juice met with ratings agencies on Tuesday
`• Have requested feedback by Friday
`• Story was well-received in all meetings; Moody's most demanding in terms of
`follow-up information required
`• Confirmation of IG by at least one agency will be critical to securing transaction
`financing; sub-IG financing costs significantly higher
`
`Equity
`Story
`
`• Transaction slide deck, script and press release all underway
`• Will ultimately require collaboration with Fruit
`• T eneo retained to assist
`
`Activism
`
`• Shareholders have formed group to run proxy contest and demand filing of
`Fruit/Fruit X agreements
`• To date, Company has not had any substantive public response
`• Public engagement will be required as shareholder vote approaches, with or
`without an announced transaction
`
`n/a
`
`CENTERIVIEW PARTNERS
`
`8
`
`Highly Confidential
`
`XEROX_FX-00000124
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
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`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Stock Price Performance - Since November 2017
`
`Juice Stock Price vs. Core Printing Peers and S&P 500
`
`$35
`
`$34
`
`$33
`
`$32
`
`$31
`
`$30
`$1%\66
`
`$29
`
`$28
`
`Final Fruit Proposal
`Received & Icahn pulls
`Christodoro off the
`Board and nominates 4
`Directors (Dec. 11)
`
`Revised Fruit Proposal
`Received (Dec. 8)
`
`Original Fruit Proposal
`Received (Nov. 30)
`
`Juice reached intraday high on
`Jan. 11 of $32.23 (+id'%)
`
`Icahn issues public
`letter to shareholders
`and files I 3D Oan. 18)
`,,,,,,,,.=-
`
`Juice
`$3236
`+90!%
`
`delivers
`public letter
`to the Board
`and files I 3D
`Oan. 17)
`
`Icahn and
`Deason issue
`joint statement
`for Juice to
`explore a
`potential sale
`(Jan. 22)<3>
`
`$27
`30-Nov- I 7
`
`05-Dec- I 7
`
`I O-Dec-17
`
`I 5-Dec-17
`
`20-Dec- I 7
`
`25-Dec- I 7
`
`30-Dec- I 7
`
`04-Jan- I 8
`
`09-Jan- I 8
`
`I 4-Jan-18
`
`I 9-Jan-18
`
`24-Jan- I 8
`
`.•""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""'-....
`
`I ~Juice
`
`'"""""'"Core Printing Peers Average<2l == S&P 500 I
`
`'"""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""""'" ..
`Source: Wall Street research and FactSet as of January 24, 2018.
`Note: Prices indexed to Juice closing share price as of November 30, 2017.
`Initial leak report by the Wall Street Journal around 7:30pm ET on January I 0, 2018. Reaction percent represents January 11 closing
`(I)
`price in relation to January I 0 closing price.
`Peer group includes Brother, Canon, Fruit, Konica Minolta, HP and Ricoh.
`Rumored in the press on Sunday, January 21, 2018. First trading day influenced was January 22, 2018.
`
`(2)
`(3)
`
`CENTERIVIEW PARTNERS
`
`9
`
`Highly Confidential
`
`XEROX_FX-00000125
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Status of Key Workstreams
`
`Section 2
`
`Highly Confidential
`
`XEROX_FX-00000126
`
`CENTERIVIEW PARTNERS
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Due Diligence
`
`Critical Risks Identified
`
`- Confidential --
`
`Workstream
`
`Risks
`
`Business GTM
`
`• Relative weakness in APAC markets in 2016 and 2017
`• Margin projected to decline in 2017 and 2018
`
`• Unavailability of audited accounts
`• Significant accounting transaction corrections since March 3 1,2017
`Estimated impact of $238mm
`Fruit X management asserts that corrections relate to current period
`• Weak controls, especially in APAC
`• Future restatement (could be mitigated with engagement of PwC to perform the 3/3 I/ 17 and
`3/31/I8 audits)
`• Other information gaps including:
`Full year Fruit X financials on a restated basis
`I OQ type financial statements and notes for Fruit X and related MDA discussion
`Consolidating financial statements by region for last 3 years (for actual and constant
`currency) that tie to Fruit X financial statements and related MD&A-type analysis
`Access to KPMG to discuss status of their 3/31/I7 audit and accounting matters identified
`since 3/3 I/ 17
`
`• Tax dis-synergies
`Potential one time tax charges of up to- $300mm ($200mm non cash)
`Continuing annual tax dis-synergies of $55-105mm
`• Partial APAC visibility
`
`• Limited visibility into Fruit's contracts but Fruit X has confirmed none relevant
`
`• Key infrastructure and security gaps including aging hardware, maintenance, and BC/DR/HA plans
`
`CENTERIVIEW PARTNERS
`
`11
`
`F&A
`
`Tax
`
`Legal
`
`IT
`
`Highly Confidential
`
`XEROX_FX-00000127
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Business .Assessment
`Relative Value Analysis
`• Ranges reflect relative Juice equity ownership based on Low-to-High and High-to-Low valuations
`
`Juice equity value contribution reduced by $2.Sbn special dividend to shareholders
`
`Value of Juice's current 25% equity stake in Fruit X calculated based on respective methodology below
`
`Valuation Methodology
`
`Implied Juice PF Ownership
`
`Trading
`Multiples
`
`FruitX '18E
`Adj. EBITDA
`
`6.Sx- B.Ox
`
`Fruit X 20 I BE Adj. EBITDA of $1.lbn
`
`Fruit X '18E
`Adj. EBITDA
`ex. Standalone
`Cost Savings
`
`6.Sx- B.Ox
`
`Fruit X 20 I BE Adj. EBITDA ex. Standalone
`Cost Savings of $1. I bn
`
`Transaction Multiples
`
`7.0x- B.Ox
`
`20 I 7 A EB/TD A
`
`42A% ®@===~===$m 56.9%
`
`FruitX LRP
`
`'I 7E - '22E Rev. CAGR I. 7%
`'22E Op. Margin<2J I 0. 7%
`
`4L5% ®"'="'!"=======® 62S%
`
`oct=< 1>
`
`FruitX
`Adjusted LRP
`
`'I 7E - '22E Rev. CAGR 1.2%
`'22E Op. Margin<2> I 0.0%
`
`Source: Juice management and company filings.
`Note:
`Based on USD/JPY exchange rate of 11114.
`(I)
`Juice DCF based on a WACC of 8.0% - 9.0% and PGR of 0.0% - 1.0%. Fruit X DCF based on a WACC of 7.5% - 8.5% and PGR of
`0.0%-2.0%.
`Fruit definition, including restructuring costs, non-service retirement related costs and amortization.
`
`(2)
`
`CENTERIVIEW PARTNERS
`
`12
`
`Highly Confidential
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`XEROX_FX-00000128
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Synergy Analysis
`
`Review of Transaction Synergy Development Process
`
`- Confidential --
`
`• On December 13, management reviewed with the Board a preliminary, top-down estimate of
`transaction cost synergies compiled by management
`
`•
`
`Following the Board's approval of continued discussions, the Company retained McKinsey to undertake
`a comprehensive synergy analysis
`
`McKinsey New York (retained by Juice) and McKinsey Tokyo (retained by Fruit) collaborated to
`provide a joint view and recommendation
`
`• While composition of cost opportunity has evolved following an exhaustive due diligence process,
`overall quantum of synergies is largely consistent
`
`Preliminary internal view: $1.0 to $1.4 billion ($I .2bn midpoint)
`
`Final management view (working with McKinsey): $1.1 billion (reflects burden of -$60mm annual
`recurring costs to achieve)
`
`•
`
`Increasing speed of synergy achievement remains a key objective
`
`Current estimate to achieve -67% of deal-related cost synergies by Year 2
`
`Coordination with Fruit required to align on common view
`
`Highly Confidential
`
`XEROX_FX-00000129
`
`CENTERIVIEW PARTNERS
`
`13
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
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`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Synergy Analysis
`
`Review of Synergy Development Process (Cont'd)
`
`- Confidential --
`
`Synergy Estimates by Management - December 2017
`
`......................................................
`:
`'•""'"""'"'""''~~
`
`High level top-down analysis
`
`Focused on broad cost items
`
`r
`
`....I
`
`Current Synergy Estimates from Management (Working with McKinsey) - January 2018
`
`Sefe<ted
`
`I Detailed broadly bottom-up analysis (excl. G&A) I
`
`Access to Fruit X information and cost structure
`through due diligence review
`
`Assessed all areas of potential savings
`
`Input from Fruit X and McKinsey Uapan)
`
`Estimated costs to achieve
`
`I
`
`Identified specific subsectors where there was an
`opportunity to win for revenue synergies
`
`CENTERIVIEW PARTNERS
`
`14
`
`it?·-·····
`
`Highly Confidential
`
`XEROX_FX-00000130
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Synergy Analysis
`
`Current Estimates of Transactional Cost Synergies
`Run-rate savings at end ofY 4 (incremental to LRPs)(I) - Supporting detail in Appendix
`
`Prior case
`(Dec 13)
`
`Update for
`Jan 25
`
`Description
`
`COGS
`(manufacturing,
`supply chain, and
`delivery)
`
`~---··-··-----,')
`\.--...
`$0.2B
`/
`-------------------------_......
`
`/-----··-··-·-----..,\
`( $0. I 8-0.22 B
`;
`...... ......._ ______________________ ...... /
`
`'~~~t~~!st l !
`
`-------.._ ___ ___
`--..._ __________ _...-/
`"')
`/
`$0.2B
`
`/
`1...,
`
`\-. ______ ./
`
`• Optimize plant footprint to consolidate operations of
`consumables (Toner, OPC, CRU)
`• Apply Fruit X manufacturing efficiency to Juice consumables
`• Move A3 mono production to Fruit X
`• Aggregate global logistics and optimize technical services
`
`• Optimize direct materials procurement across
`CombinedCo, deploying Best-Known Methods
`• Re-design office equipment to lower cost of production
`
`/--~·-···-···-·-----""-
`
`)
`$0.2B
`(
`'-----·-··-···-------/
`
`I !
`RD&E
`\-. ______ ./
`I
`lsG&A
`L ................................................. ~)
`
`...,.,.. ... ---------------~-----..........
`
`)
`$0.17B
`(
`'--------~--------------/
`
`•
`
`Integrate devices, controllers, solutions, apps & print drivers,
`and materials development
`• Optimize footprint of research centers
`
`"'
`-----···········----
`1, $0.3 l-0.47B
`/
`/.-
`...... .....__ ______________ ..-...........
`
`• Combine G&A sub-functions where possible and improve
`cost base across major functions (HR, IT, Legal, Finance)
`• Optimize CombinedCo selling-related costs beyond
`reductions contemplated in restructuring plans
`
`....-
`(
`
`--------------------------......
`'"
`$1.0-1.48 j
`----------------
`
`....----------~-------...
`
`'"'
`1, $0.95-1.208 /
`/
`............ _________________________ .,...,.
`
`• Update since Jan I 2: currency rate harmonized at Yen I I 4: USD I
`• Update since Jan 12: further diligence reduced IT synergy opportunity
`
`l 2 estirnat:~:
`
`Source: Juice management and McKinsey.
`(I)
`Excluding cost to achieve estimated at -$60M per annum.
`(2)
`Additional design value achievable beyond 4 years (included $I SOM+ of $380-SOOM total opportunity).
`
`CENTERIVIEW PARTNERS
`
`15
`
`Highly Confidential
`
`XEROX_FX-00000131
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Synergy Analysis
`
`Transaction Synergies in Context
`Benchmarking synergies as a % of combined cost base
`
`Cost Synergies Announced
`
`$1.5
`
`$2.0
`
`$1.6
`
`$1.2
`
`$0.8
`
`$0.4
`
`$0.0
`Pub/icCo: @O
`Memo:
`
`Juice
`
`···················~·················~·················~·················"'"'!~:~"""····
`Olin •1eidos
`
`LogMe(D) +~
`
`COTY
`
`Txn. Size
`
`$58
`
`$14
`
`$15
`
`$5
`
`$5
`
`$2
`
`$3
`
`Cost Synergies as a % of Combined Cost Base<2>
`
`na
`
`$9
`
`na
`
`15%
`
`20%
`
`15%
`
`10%
`
`5%
`
`l~~~~~~~~
`
`:
`
`3%
`
`:
`
`1%
`
`1%
`
`0%
`PublicCo: LogMe(JD
`Juice<3>
`Source: Company filings, press releases, FactSet and Thomson.
`Note: Dollars in billions.
`(I)
`Juice enterprise value as of January I 0, 2018 prior to press rumors of a potential transaction.
`Run-rate synergies as a percent of proforma operating costs.
`(2)
`(3)
`Juice combined cost base defined as 20 I 7E proforma (pre-synergies) operating costs.
`
`3%
`
`2%
`1%
`···················-·················~····
`COTY Olin +~ •1eidas
`
`Highly Confidential
`
`XEROX_FX-00000132
`
`CENTERIVIEW PARTNERS
`
`16
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Value Creation
`
`Development of NewCo Financial Model
`
`- Confidential --
`
`• Management and advisors have continued to iterate NewCo financial model in ensure attractive
`shareholder value profile
`
`• Prior models did not drive sufficient value for Juice shareholders as measured by (i) illustrative present
`value of future share price and (ii) earnings dilution
`
`• Key contributors
`
`- Operating "hedges" to achievement of plans
`
`- Timing of synergy realization
`
`- Multiple below-the-line items, including potential tax leakage (current assumption is -$80mm, subject to
`further refinement)
`
`- Dilutive impact of Deason Preferred, etc.
`
`- Dilutive impact of Juice's depressed P/E multiple relative to EBITDA multiple
`
`• Conversely, calculation of EPS dilution should be considered in the context of:
`
`- Stand-alone LRP (basis of future earnings comparison) described by management as medium/high risk
`
`- Full consolidation of Fruit X income statement by Juice is a transaction benefit; opportunity to condense
`spread between P/E and EBITDA multiples
`
`Highly Confidential
`
`XEROX_FX-00000133
`
`CENTERIVIEW PARTNERS
`
`17
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`- Confidential --
`
`Value Creation
`
`Impact of Multiple Spread
`•
`Juice's P/E multiple is uniquely depressed relative to EV/EBITDA, a result of capital structure and treatment
`of Fruit X equity income
`• Valuation analysis therefore focuses on EV/EBITDA multiples for the purposes of comparability
`
`CY2018E Price I Earnings
`
`(45%)
`
`12.6x
`
`I0.4x
`
`Printing Peer Median (IJ
`
`Fruit X Implied
`
`Juice (LRP)
`
`Juice Exel. Equity Income
`
`Memo: Based on consensus
`
`CY2018£ EV I EBITDA
`
`P I E to EV I EBITDA Ratio
`
`7.7x
`
`6.2x
`
`2.0x
`
`7.1 x
`
`7.lx
`
`l.Sx
`
`Source: Juice management, Company filings and FactSet as of January I 0, 2018.
`Note: Juice financial metrics per LRP. Juice multiple based on unaffected Juice stock price of $30.35 prior to press rumors of a potential
`transaction with Fruit on January I 0.
`Printing Peer group includes Brother, Canon, Konica Minolta, HP and Ricoh. Note: Tax effected pension expense with a tax rate of 21 %
`used for U.S. companies and 30.9% for Japanese companies. Reflects GAAP based P/E treatment.
`
`(I)
`
`CENTERIVIEW PARTNERS
`
`18
`
`Highly Confidential
`
`XEROX_FX-00000134
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`.Activism
`Recent Public Icahn and Deason Actions
`
`- Confidential --
`
`Key Recent f vents
`
`Dec. 11
`
`Icahn announces Christodoro resignation from Board and proposes slate of Directors
`
`c
`
`Dec. 12
`
`Icahn delivers open letter to Juice shareholders calling for a change in management
`
`Jan. 17
`
`Deason delivers public letter to the Board and files 13 D encouraging Juice to disclose and evaluate
`strategic options related to the Fruit X joint venture agreement
`
`eo
`0
`M
`~ ti:!
`::::s c:
`
`ti:! -
`
`+w·.·.·.·.·.·.·.·.·.···
`
`Jan. 18
`
`Icahn delivers open letter to Juice shareholders and files I 3D supporting Deason's statements for
`more disclosure as well as calling out management and the Board
`
`:f~~..._..._ ... ..._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._ ....... ,
`
`@
`
`Jan.22
`
`···············i
`
`~
`!
`Icahn and Deason issue a joint statement calling for Juice to explore a potential sale (for the first
`!
`time), break the Fruit X joint venture agreement and make management changes
`~
`
`
`'\,._...._...._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._ ................. !
`
`@
`~
`@
`@
`
`Source: Company filings as of January 22, 2018.
`
`Icahn
`
`CENTERIVIEW PARTNERS
`
`19
`
`Highly Confidential
`
`XEROX_FX-00000135
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`.Activism
`
`Board Has Considered Multiple Additional Value Drivers
`
`- Confidential --
`
`LRP 1.0 vs. 2.0
`
`In May 2017, management generated an initial LRP ( 1.0) which reflected value erosion over time
`•
`• At the Board's direction, management developed detailed revenue and profit enhancement initiatives
`manifesting in a new LRP (2.0)
`• LRP 2.0 resulted in a modestly positive value creation outlook compared to LRP ( 1.0)
`
`Enhanced Capital
`Return I
`YieldCo
`
`• Prioritization of cash generation and capital allocation I dividend requiring extenshrn change to
`operating model
`• Analysis suggested modest potential for share prk:e enhancement with significant execution risk
`
`,,.
`
`,,.
`
`"'
`
`Actively .
`pursued
`mid-
`1016
`
`Buy-Side M&A
`
`• "Horizon 3" investments required to accelerate exposure to faster growing market areas
`• Significant up front capita! required over extended duration suggests limited feasibility
`• No Fruit interest in selling -26% Fruit X to Juice given fruit desire to maintain cmuoiidation
`
`Honeydew
`Spin I Merge
`
`Project Red
`
`• Opportunity to consolidate leading printing technology franchises across A3 and A4
`• RMT structure may mitigate certain limitations of Fruit X JV agreements
`• Significant breakage costs associated with unwind of JV
`• Preliminary conversation between CEOs did not yield any inm1ediate next steps
`
`,)
`
`• RR Donnelley proposed RMT transaction with Juice (pre-separation Doc Tech) in Summer 2016
`• Would have resulted in -60 - 65% Juice ownership
`• Juice ended discussions due to concerns on value creation potential (Le., limited synergy value)
`
`Take-Private
`
`• LBO is cha!!enging given size of equity check and uncertain investment thesis
`• Predicated on ability to execute on cost savings under "YieldCo" scenario
`
`Sale of Company
`to a Strategic
`
`• Fruit X JV specifically restricts potential counterparties; although still possible to consider certain
`structured transactions, dis-synergies rnay be considerable
`• Fruit is most !ogkai strategic partner given the JV relationship and synergy opportunity
`
`CENTERIVIEW PARTNERS
`
`20
`
`Highly Confidential
`
`XEROX_FX-00000136
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Illustrative Honeydew Analysis
`
`Section 3
`
`Highly Confidential
`
`XEROX_FX-00000137
`
`CENTERIVIEW PARTNERS
`
`

`

`FILED: NEW YORK COUNTY CLERK 04/27/2018 07:14 PM
`NYSCEF DOC. NO. 933
`
`INDEX NO. 650675/2018
`
`RECEIVED NYSCEF: 04/27/2018
`
`Strategic Rationale and Considerations
`
`- Confidential --
`
`Strategic
`
`• Create vertically integrated market leader at scale across full range of industrial and consumer
`market printing segments
`
`• Complementary areas of strength given Honeydew leadership in A4 and Juice leadership in A3
`
`• Graphic solutions and large-format printing are key areas of complementary strategic focus and
`investment prioritization
`
`• All-stock transaction structure enables Company to avoid restrictions off ruit X while qualifying
`for tax-deferred treatment (however, impact of Fruit X exclusivity provisions on PF Juice and other
`considerations TBD)
`
`• Opportunity to optimize portfolio across geographic and technology lines
`
`• Honeydew's recent acquisition of Samsung's printing business for $1 bn reflects focus on segment
`
`• Potenti