UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Wanda Sports Group Company Limited
(Name of the Issuer)

Wanda Sports Group Company Limited
Wanda Sports & Media (Hong Kong) Holding Co. Limited
 
Wanda Culture Holding Co. Ltd.
(Names Person(s) Filing Statement)
Class A Ordinary Shares, no par value*
(Title of Class of Securities)

93368R 101**
(CUSIP Number of Class of Securities)

Wanda Sports Group Company Limited
9/F, Tower B, Wanda Plaza
93 Jianguo Road, Chaoyang District
100022, Beijing
People’s Republic of China
Telephone: +86-10-8558-8813
Wanda Sports & Media (Hong Kong) Holding Co. Limited
Room 1903, 19/F, Lee Garden One
33 Hysan Avenue, Causeway Bay, Hong Kong
Telephone: +86-10-8558-7385
 
Wanda Culture Holding Co. Limited
Unit 606, 6th Floor, Alliance Building,
133 Connaught Road Central, Hong Kong
Telephone: +86-10-8558-7385
 (Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
With copies to:
Peter X. Huang, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
30/F, China World Office 2
No. 1, Jian Guo Men Wai Avenue
Beijing 100004, China
+86-10-6535-5500
Mark S. Bergman, Esq., Xiaoyu Greg Liu, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Unit 5201, Fortune Financial Center
5 Dongsanhuan Zhonglu
Beijing 100020, China
Tel: +86‑10‑5828‑6300  Fax: +86-10-6530-9070/9080
 
This statement is filed in connection with (check the appropriate box):
☐
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule13e-3(c) under the Securities Exchange Act of 1934.
☐
The filing of a registration statement under the Securities Act of 1933.
☒
A tender offer.
☐
None of the above.
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
CALCULATION OF FILING FEE
 
Transaction Valuation***
Amount of Filing Fee**
$105,800,577.8
$11,542.84
 
 
*
Not for trading, but only in connection with the listing of the American depositary shares (“ADSs”) on The Nasdaq Stock Market LLC (Nasdaq Global Select Market).  Every two ADSs represent three Class A ordinary shares (the “Class A Ordinary Shares”).
 
**
This CUSIP number applies to the ADSs.
 
***
Estimated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The filing fee is calculated based on the aggregate cash payment for the proposed per-share cash payment of $1.70 for 62,235,634 outstanding Class A Ordinary Shares (directly or in the form of ADSs) subject to the transaction (the “Transaction Valuation”).
 
****
The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2021, was calculated by multiplying the Transaction Valuation by 0.0001091.
 
☒
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 

Amount Previously Paid:
$11,542.84
Filing Party:
Wanda Sports & Media (Hong Kong) Holding Co. Limited, Wanda Culture Holding Co. Ltd.
Form or Registration No.:
Schedule TO
Date Filed:
December 23, 2020

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this Schedule 13E-3. Any representation to the contrary is a criminal offense.
INTRODUCTION

This transaction statement on Schedule 13E-3 (this “Statement”) is being filed with the SEC pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (i) Wanda Sports Group Company Limited, a listed company incorporated in Hong Kong SAR, People’s Republic of China (the “Company”), with Class A Ordinary Shares (as defined below) (including Class A Ordinary Shares represented by ADSs, as defined below) that are the subject of the Rule 13e-3 transaction described below; (ii) Purchaser (as defined below); and (iii) Parent (as defined below).
This Statement relates to the cash tender offer by Wanda Sports & Media (Hong Kong) Holding Co. Limited, a limited liability company incorporated under the laws of Hong Kong SAR, People’s Republic of China (“Purchaser”), and a wholly-owned subsidiary of Wanda Culture Holding Co. Ltd., a limited liability company incorporated under the laws of Hong Kong SAR, People’s Republic of China (“Parent”), to purchase all the issued and outstanding class A ordinary shares of the Company, no par value (the “Class A Ordinary Shares”), including all Class A Ordinary Shares represented by American depositary shares (the “ADSs,” with every two ADSs represent three Class A ordinary shares), at a purchase price of $1.70 per Class A Ordinary Share or $2.55 per ADS, without interest (the “Offer”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 23, 2020 (the “Offer to Purchase”), and in the related Share Letter of Transmittal and ADS Letter of Transmittal (as both defined in the Offer to Purchase), as each of them may be amended or supplemented from time to time.
The information contained in the Offer to Purchase, as well as the tender offer statement on Schedule TO filed by Purchaser and Parent with the SEC on December 23, 2020 (as amended or supplemented from time to time, the “Schedule TO”) and the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company with the SEC on December 23, 2020 (as amended or supplemented from time to time, the “Schedule 14D-9”) is incorporated by reference herein and, except as described below, the responses to each item in this Statement are qualified in their entirety by the information contained in the Offer to Purchase, the Schedule TO and the Schedule 14D-9. The cross references identified herein are being supplied pursuant to General Instruction G to Schedule 13E-3 and indicate the location in the Offer to Purchase, the Schedule TO and Schedule 14D-9 of the information required to be included in response to the respective Items of this Statement.
Any information contained in the documents incorporated herein by reference shall be deemed modified or superseded for purposes of this Statement to the extent that any information contained herein modifies or supersedes such information. All information contained in, or incorporated by reference into, this Statement concerning each Filing Person has been supplied by such Filing Person.
ITEM 1.
SUMMARY TERM SHEET.
Reference is made to the information set forth in the Offer to Purchase under the heading “Summary Term Sheet” which is incorporated herein by reference.
ITEM 2.
SUBJECT COMPANY INFORMATION.
(a)          Name and Address 
The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information – (a) Name and Address” is incorporated herein by reference.
(b)          Securities 
The information set forth in the Schedule 14D-9 under the heading “Item 1. Subject Company Information – (b) Securities” is incorporated herein by reference.
(c)          Trading Market and Price 
The information set forth in the Offer to Purchase under the heading “The Offer – Section 6. Price Range of ADSs; Dividends” is incorporated herein by reference.
(d)          Dividends 
The information set forth in the Offer to Purchase under the heading “The Offer – Section 6. Price Range of ADSs; Dividends” is incorporated herein by reference.
(e)          Prior Public Offerings 
The Company conducted a public offering (the “IPO”) of 23,800,000 ADSs representing 35,700,000 Class A Ordinary Shares, at an initial offering price of US$8.00 per ADS, the registration statement for which was declared effective by the Securities and Exchange Commission (the “SEC”) on July 26, 2019. The Company received proceeds of approximately US$179.4 million from the offering of new Class A Ordinary Shares after deducting underwriting commissions.
(f)          Prior Share Purchases 
The information set forth in “Special Factors—Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares” and “Schedule B – Security Ownership of Certain Beneficial Owners and Management” of the Offer to Purchase is incorporated herein by reference.
The following shares were issued to the Company’s affiliates following the IPO:

Name
Position
Security
Hengming Yang
Director
281,912 Class A Ordinary Shares
Honghui Liao
Director
509,340 Class A Ordinary Shares
Philippe Blatter
Director
110,175 Class A Ordinary Shares

ITEM 3.
IDENTITY AND BACKGROUND OF FILING PERSON.
(a)          Name and Address
The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference: “The Offer – Section 7. Certain Information Concerning the Company,” “The Offer – Section 8. Certain Information Concerning Purchaser” and “Schedule A. Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser.”
The Company is both a filing person and the subject company.
(b)-(c)    Business and Background of Entities; Business and Background of Natural Persons
The Company is a leading global sports events, media and marketing platform with a mission to unite people in sports and enable athletes and fans to live their passions and dreams. Through its businesses, Infront and Wanda Sports China, the Company has significant intellectual property rights, long-term relationships and broad execution capabilities, enabling it to deliver inspiring sports event experiences, creating access to engaging content and building inclusive communities. The Company’s full-service platform creates value for its partners and clients as well as other stakeholders in the sports ecosystem, from rights owners, to brands and advertisers, and to fans and athletes.
The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person – (a) Name and Address,” “Item 2. Identity and Background of Filing Person – (b)-(c) Business and Background of the Company’s Directors and Executive Officers” and in “Annex A – Directors and Executive Officers” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the following headings is incorporated herein by reference: “The Offer – Section 7. Certain Information Concerning the Company,” “The Offer – Section 8. Certain Information Concerning Purchaser” and “Schedule A. Information Concerning Directors, Executive Officers and Beneficial Owners of Purchaser.”
ITEM 4.
TERMS OF THE TRANSACTION.
(a)          Material Terms 
 (1)      Tender Offers.
The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person – (d) Tender Offer and the Transaction” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – Section 6. Effects of the Offer,” “The Offer – Section 1. Terms of the Offer,” “The Offer – Section 2. Acceptance for Payment and Payment for Shares,” “The Offer – Section 3. Procedures for Accepting the Offer and Tendering Shares,” “The Offer – Section 4. Withdrawal Rights” and “The Offer – Section 5. Certain United States Federal Income Tax Consequences” is incorporated herein by reference.
 (2)      Mergers or similar transactions.
The information set forth in the Schedule 14D-9 under the heading “Item 2. Identity and Background of Filing Person – (d) Tender Offer and the Transaction,” “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” and “Item 8. Additional Information – Shareholder Approval of the Share Consolidation” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions,” “Special Factors –Section 6. Effects of the Offer,” “Special Factors – Section 8. Summary of the Second Step Options,” “The Offer – Section 5. Certain United States Federal Income Tax Consequences,” “The Offer – Section 9. Appraisal Rights; Rule 13e-3 – Appraisal Rights” and “The Offer – Section 13. Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(c)          Different Terms 
The information set forth in the Offer to Purchase under the “Special Factors – Section 1. Background,” “Special Factors - Section 8. Summary of the Second Step Options,” “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions,” and “Special Factors – Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares,” and in “Schedule B – Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
(d)          Appraisal Rights
The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information – Appraisal Rights” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading “Special Factors – Section 9. Appraisal Rights; Rule 13e-3 – Appraisal Rights” and “Schedule C – Companies Ordinance” is incorporated herein by reference.
(e)          Provisions for Unaffiliated Security Holders 
The Company has not made any provision in connection with the transaction to grant unaffiliated security holders access to its corporate files or to obtain counsel or appraisal services at its expense.
(f)          Eligibility for Listing or Trading 
Not applicable.
ITEM 5.
PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a)          Transactions 
The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the “Special Factors – Section 1. Background,” “Special Factors - Section 8. Summary of the Second Step Options,” “Special Factors – Section 10. Related Party Transactions,” “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions,” “Special Factors – Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares” and in “Schedule B – Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
(b)-(c)    Significant Corporate Events; Negotiations or Contacts 
The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements,” “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Introduction,” “Special Factors – Section 1. Background,” “Special Factors - Section 8. Summary of the Second Step Options” and in “Schedule B – Security Ownership of Certain Beneficial Owners and Management” is incorporated herein by reference.
(e)          Agreements Involving the Subject Company’s Securities
The information set forth in the Schedule 14D-9 under the headings Item 2. Identity and Background of Filing Person – (d) Tender Offer and the Transaction” and “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Introduction,” “Special Factors – Section 1. Background,” “Special Factors – Section 8. Summary of the Second Step Options,”  “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions” and “Special Factors – Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares” is incorporated herein by reference.
ITEM 6.
PURPOSE OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b)          Use of Securities Acquired
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions,” “Special Factors – Section 6. Effects of the Offer” “Special Factors – Section 8. Summary of the Second Step Options” is incorporated herein by reference.
(c)(1)-(8) Plans 
The information set forth in the Schedule 14D-9 under the heading “Item 7. Purposes of the Transaction and Plan or Proposals” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions,” “Special Factors – Section 6. Effects of the Offer,” “Special Factors – Section 8. Summary of the Second Step Options” and “The Offer – Section 12. Possible Effects of the Offer on the Market for ADSs; Nasdaq Listing; Exchange Act Registration; Deposit Agreement Termination; Margin Regulations”  is incorporated herein by reference.
ITEM 7.
PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a)          Purposes
The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” and “Item 7. Purposes of the Transaction and Plan or Proposals” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – 1. Background” and “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions” is incorporated herein by reference.
(b)          Alternatives 
The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Special Factors – 1. Background” and “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions” is incorporated herein by reference.
(c)          Reasons 
The information set forth in the Schedule 14D-9 under the headings  “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Special Factors – Section 1. Background” and “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions” is incorporated herein by reference.
(d)          Effects   
The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions,” “Item 5. Persons/Assets Retained, Employed, Compensated or Used” and “Item 8. Additional Information” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Special Factors – Section 2. Purpose of and Reasons for the Offer; Plans for the Company after the Going Private Transactions,” “Special Factors – Section 3. Certain Financial Projections,” “Special Factors – Section 6. Effects of the Offer,” “Special Factors – Section 7. Conduct of the Company’s Business if the Offer Is Not Completed,” “Special Factors – Section 9. Appraisal Rights; Rule 13e-3 – Rule 13e-3,” “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions,” “Special Factors – Section 12. Potential Transactions and Arrangements Concerning the Class A Ordinary Shares,” “The Offer – Section 5. Certain United States Federal Income Tax Consequences” and “The Offer – Section 12. Possible Effects of the Offer on the Market for ADSs; Nasdaq Listing; Exchange Act Registration; Deposit Agreement Termination; Margin Regulations” is incorporated herein by reference.
ITEM 8.
FAIRNESS OF THE TRANSACTION.
(a)          Fairness
The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 4. The Recommendation by the Independent Board Committee and the Board,” and “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions” is incorporated herein by reference.
(b)          Factors Considered in Determining Fairness
The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Opinion of the Independent Board Committee’s Financial Advisor,” “Item 4. The Solicitation or Recommendation – Certain Prospective Financial Information,” and in “Annex B – Opinion of the Independent Board Committee’s Financial Advisor” and the information set forth in Exhibit (c)(1) attached hereto is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 3. Certain Financial Projections,” “Special Factors – Section 4. The Recommendation by the Independent Board Committee and the Board,” and “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions” is incorporated herein by reference.
(c)          Approval of Security Holders
The information set forth in the Schedule 14D-9 under the headings “Item 2. Identity and Background of Filing Person - Tender Offer and the Transaction” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” and “Item 8 Additional Information – Shareholder Approval of the Share Consolidation” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions,” “Special Factors – Section 6. Effects of the Offer,” “The Offer – Section 9. Appraisal Rights; Rule 13e-3 – Appraisal Rights,” and “The Offer – Section 13. Certain Legal Matters; Regulatory Approvals” is incorporated herein by reference.
(d)          Unaffiliated Representative
The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Special Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 1. Background,” “Special Factors – Section 4. The Recommendation by the Independent Board Committee and the Board,” “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions,” and “The Offer – Section 7. Certain Information Concerning the Company” is incorporated herein by reference.
(e)          Approval of Directors
The information set forth in the Schedule 14D-9 under the headings “Item 4. The Solicitation or Recommendation – Recommendations of the Independent Board Committee and the Board of Directors,” “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Special Factors – Section 1. Background,” “Special Factors – Section 4. The Recommendation by the Independent Board Committee and the Board,” “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions,” and “The Offer – Section 7. Certain Information Concerning the Company” is incorporated herein by reference.
(f)          Other Offers
Not applicable.
ITEM 9.
REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS.

(a)-(b)          Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal
The information set forth in the Schedule 14D-9 under the headings “Annex B – Opinion of the Independent Board Committee’s Financial Advisor” and under the headings “Item 4. The Solicitation or Recommendation – Background of the Offer and the Going Private Transactions,” “Item 4. The Solicitation
or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions,” “Item 4. The Solicitation or Recommendation – Certain Prospective Financial Information,” “Item 5. Persons/Assets Retained, Employed, Compensated or Used” and the information set forth in Exhibit (c)(1) attached hereto is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Special Factors – Section 1. Background,” “Special Factors – Section 3. Certain Financial Projections” and “Special Factors – Section 5. Position of Purchaser Regarding Fairness of the Going Private Transactions” is incorporated herein by reference.
(c)          Availability of Documents
The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at the Company’s principal executive offices located at  9/F, Tower B, Wanda Plaza, 93 Jianguo Road, Chaoyang District, 100022, Beijing, People's Republic of China, during regular business hours, by any interested shareholder of the Company or a representative of such interested shareholder who has been so designated in writing by such interested shareholder and at the expense of the requesting security holder.
ITEM 10.
SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.

(a)-(b)          Source of Funds; Conditions
The information set forth in the Offer to Purchase under the headings “The Offer – Section 9. Source and Amount of Funds” is incorporated herein by reference.
(c)          Expenses
The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the heading “The Offer – Section 14. Fees and Expenses” is incorporated herein by reference.
(d)          Borrowed Funds
Not applicable.
ITEM 11.
INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

(a)          Securities Ownership
The information set forth in the Schedule 14D-9 under the heading “Item 3. Past Contacts, Transactions, Negotiations and Agreements” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings  “Schedule B – Security Ownership Of Certain Beneficial Owners and Management” is incorporated herein by reference.
Directors and Executive Officers
Class A Ordinary Shares Beneficially Owned
Maojun Zeng
N/A
Hengming Yang
*
Honghui Liao
*
Philippe Blatter
*
Yimin Gao
N/A
Edwin Fung
N/A
Kenneth Jarrett
N/A
* Less than 1% of the Company’s Class A Ordinary Shares.
(b)          Securities Transactions
The information set forth in the Schedule 14D-9 under the headings “Item 3. Past Contacts, Transactions, Negotiations and Agreements – Arrangements with the Company’s Directors and Executive Officers” and “Item 6. Interest in Securities of the Subject Company” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Schedule B – Security Ownership Of Certain Beneficial Owners and Management” is incorporated herein by reference.
ITEM 12.
THE SOLICITATION OR RECOMMENDATION.

(d)          Intent to Tender or Vote in a Going-Private Transaction
The information set forth in the Schedule 14D-9 under the heading “Item 4. The Solicitation or Recommendation – Intent to Tender” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Special Factors – Section 11. Interests of the Company’s Directors and Executive Officers in the Going Private Transactions” is incorporated herein by reference.
(e)          Recommendations of Others
The information set forth in the Schedule 14D-9 under the headings  “Item 4. The Solicitation or Recommendation – Recommendations of the Independent Board Committee and the Board of Directors” and “Item 4. The Solicitation or Recommendation – Reasons for the Offer and the Going Private Transactions; Recommendation of the Independent Board Committee; Recommendation of the Board; Fairness of the Offer and the Going Private Transactions” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Schedule B – Security Ownership Of Certain Beneficial Owners and Management” is incorporated herein by reference.
ITEM 13.
FINANCIAL STATEMENTS.

(a)          Financial Information
The consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2018 and December 31, 2019 are incorporated herein by reference to Item 18 of the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on May 22, 2020.
The information set forth in the Offer to Purchase under the heading “The Offer – Section 7. Certain Information Concerning the Company – Financial Information” is incorporated herein by reference.
(b)          Pro Forma Information
Not applicable.
ITEM 14.
PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OT USED.

(a)-(b)          Solicitations or Recommendations; Employees and Corporate Assets
The information set forth in the Schedule 14D-9 under the heading “Item 5. Persons/Assets Retained, Employed, Compensated or Used” is incorporated herein by reference. The information set forth in the Offer to Purchase under the heading “The Offer – Section 14. Fees and Expenses” with respect to the persons employed or retained by Parent is incorporated herein by reference.
ITEM 15.
ADDITIONAL INFORMATION.

(c)          Other Material Information
The information set forth in the Schedule 14D-9 under the heading “Item 8. Additional Information” is incorporated herein by reference.
The information set forth in the Offer to Purchase under the headings “Special Factors – Section 3. Certain Financial Projections” is incorporated herein by reference.
ITEM 16.
EXHIBITS.

(a)(1)(i)
   
(a)(1)(ii)
   
(a)(1)(iii)
   
(a)(1)(iv)
   
(a)(1)(v)
   
(a)(1)(vi)
   
(a)(1)(vii)
   
(a)(2)
   
(a)(5)(i)
   
(a)(5)(ii)
   
(b)
Not applicable.
   
(c)(1)
   
(c)(2)
   
(c)(3)
   
(c)(4)
   
(c)(5)
   
(c)(6)
   
(c)(7)
   
(d)
   
(f)
   
(g)
Not applicable.

SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated December 23, 2020

       
 
WANDA SPORTS GROUP COMPANY LIMITED
 
       
 
By:
/s/ Edwin FUNG
 
 
 
Name: Edwin FUNG
 
 
 
Title: Member of the Independent Board Committee
 
     
 
WANDA CULTURE HOLDING CO. LTD.
 
       
 
By:
/s/ Zeng Maojun
 
 
 
Name: Zeng Maojun
 
 
 
Title: Director
 
     
 
WANDA SPORTS & MEDIA (HONG KONG) HOLDING CO. LIMITED
 
       
 
By:
/s/ Zhang Lin
 
 
 
Name: Zhang Lin
 
 
 
Title: Director
 

EXHIBIT INDEX
Exhibit No.   Description
     
(a)(1)(i)
 
     
(a)(1)(ii)
 
     
(a)(1)(iii)
 
     
(a)(1)(iv)
 
     
(a)(1)(v)
 
     
(a)(1)(vi)
 
     
(a)(1)(vii)
 
     
(a)(2)
 
     
(a)(5)(i)
 
     
(a)(5)(ii)
 
     
(b)
 
Not applicable.
     
(c)(1)
 
     
(c)(2)
 
     
(c)(3)
 
     
(c)(4)
 
     
(c)(5)
 
     
(c)(6)
 
     
(c)(7)
 
     
(d)
 
     
(f)
 
     
(g)
 
Not applicable.



 

EXHIBIT (c)(6)

 

Deutsche Bank Investment Bank Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. PRELIMINARY DRAFT Phoenix Preliminary Valuation Summary September 3, 2020

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank “IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusi vel y for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsc he Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or an y U.S. Broker - dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without ou r p rior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, emplo yee s and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be exclude d b y law). Statements and opinions regarding the Recipient's investment case, positioning and valuation are not, and should not be const rue d as, an indication that Deutsche Bank will provide favorable research coverage of the Recipient or publish research containing any particular rating or price target for the Recipient’s securities. This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing ma rket conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient's business and pro spects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Ban k has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided direc tly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes n o o bligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the or al briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or poten tia l change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Pr esentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Ban k. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Ba nk has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary o r o ther relationship between the Recipient and Deutsche Bank.”

 
 

PRELIMINARY DRAFT Investment Bank Deutsche Bank Contents Section

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Executive summary

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank TY Adj. EBITDA ($m) 437.4 90 92 98 Exit multiple 7.0x $2.04 $2.12 $2.32 7.5x $2.25 $2.34 $2.55 8.0x $2.47 $2.55 $2.78 Valuation approach W e have evaluated numerous valuation approaches to Project Phoenix Public comparables  W e have looked at advertising agencies as our primary comparable given the business model - CY 2021 EBITDA multiples range from 5.6x – 7.8x  We have included sports and live event companies as a reference but see these as less relevant given the current lack of owne d I P at WSG Precedent transactions  We have included precedent transactions for reference but also view these as secondary given lack of strong comparability and the fact that these transactions primarily reflect a control premium which would not be relevant in Project Phoenix Precedent take private premiums  We have looked at premiums in privatizations of US listed Chinese companies – the median of the premiums is 16.8%  We have also reviewed premiums in precedent 13e - 3 transactions – the median is 32% Discounted cash flows - we have analyzed scenarios with and without a Lega prolongation 1 Discounted at 10% WACC A B C Infront de - cycled 2024E (c) Infront 2024E (a) Average of Infront ’21E - ’24E (b) TY EBITDA calculated with reference to: TY Adj. EBITDA ($m) 437.4 69 75 78 Exit multiple 7.0x $1.06 $1.25 $1.34 7.5x $1.23 $1.42 $1.52 8.0x $1.39 $1.60 $1.70 A B C Discounted at 10% WACC (a) Calculated with reference to 2024E EBITDA for Infront, WSC, and ListCo (b) Calculated with reference to average of 2021E - 2024E EBITDA for Infront plus 2024E WSC and ListCo (c) Calculated with reference to 2024E de - cycled Infront EBITDA plus 2024E WSC and ListCo EBITDA Source: Management Plan received 8/19/20, Management working capital projection received 9/1/20, Management debt and cash pro jec tion received 9/2/20 Including Lega prolongation Excluding Lega prolongation A B C

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Analysis at various prices 2 Analysis at various prices $ millions, excluding ADS data % premium to $2.11 (Current ADS price) 0% 10% 20% 30% 40% 50% 100% Illustrative acquisition ADS price $2.11 $2.32 $2.53 $2.74 $2.95 $3.17 $4.22 Acquisition market cap (a) $306 $336 $367 $397 $428 $458 $611 (+) Net debt as of 12/31/2020E (b) 324 324 324 324 324 324 324 Acquisition total enterprise value (c) $629 $660 $690 $721 $751 $782 $935 TEV / Adj. EBITDA multiples Adj. EBITDA (d) Management Plan TEV / CY21 Adj. EBITDA $81 7.8x 8.1x 8.5x 8.9x 9.3x 9.6x 11.5x TEV / CY22 Adj. EBITDA 105 6.0x 6.3x 6.6x 6.9x 7.1x 7.4x 8.9x Bloomberg Consensus TEV / CY21 Adj. EBITDA $123 5.1x 5.4x 5.6x 5.9x 6.1x 6.4x 7.6x TEV / CY22 Adj. EBITDA 183 3.4x 3.6x 3.8x 3.9x 4.1x 4.3x 5.1x % Premium paid to Price Current $2.11 0% 10% 20% 30% 40% 50% 100% 30 - day VWAP 2.08 1% 12% 22% 32% 42% 52% 103% 60 - day VWAP 2.09 1% 11% 21% 31% 41% 51% 102% 90 - day VWAP 2.34 (10%) (1%) 8% 17% 26% 35% 80% 180 - day VWAP 2.29 (8%) 1% 11% 20% 29% 38% 84% Note: Market data as of 9 /1/20 (a) Calculated with reference to fully diluted ADS outstanding of 145m as of 9/1/20 (b) 2020E net debt per the management plan. Net debt reconciliation details on page 4 (c) Includes net adjustment for investments and non - controlling interests of ($1m) (d) Management Plan and Bloomberg consensus estimates converted using USD / EUR of 1.1964 as of 9/1/20 Source: Management Plan received 8/19/20, Management debt and cash projection received 9/2/20, Bloomberg, FactSet

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Valuation support materials

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Project Phoenix consolidated financial projections Management plan August 2020 Revenue Gross profit Adj. EBITDA Unlevered free cash flow (EBITDA – Cash flow from investments) 3 32.4% 29.8% 31.8% 33.8% Margin 9.2% 9.9% 9.3% 9.9% Margin ( € millions) / $ millions (a) $883 $1,066 $930 $908 $286 $318 $296 $307 $81 $105 $87 $90 $60 $63 $75 $77 Note: Projections include the prolongation of Lega Advisory after 2020/2021 season (a) Management projections converted using USD / EUR of 1.1964 as of 9/1/20 Source: Management Plan received 8/19/20, FactSet € 738 € 891 € 777 € 759 2021E 2022E 2023E 2024E € 239 € 266 € 247 € 257 2021E 2022E 2023E 2024E € 68 € 88 € 72 € 75 2021E 2022E 2023E 2024E € 50 € 53 € 62 € 65 2021E 2022E 2023E 2024E

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Capitalization as of 12/31/2020 Based on management plan 4 Note: Management projections converted using USD / EUR of 1.1964 as of 9/1/20 (a) Net sale proceeds after repayment of CS loan and shareholder loan: $360m - 235m - 54m=$71m (~€64m). (b) Reflects additional sale proceeds of ~$20m (~€18m) escrowed funds Source: Management debt and cash projection received 9/2/20 Debt and cash overview per management plan EUR millions 2020Q2 July 2020 Post - sale 2020YE forecast 2020YE forecast ($USD) Debt Infront € 472 € 472 € 462 $553 Listco 213 -- -- -- Total debt € 685 € 472 € 462 $553 Cash Infront € 163 € 141 € 111 $133 Listco 5 68 80 96 Total cash € 168 € 209 € 191 $229 Net Debt € 517 € 263 € 271 $324 (a) (b) (b)

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank 0.00 2.00 4.00 6.00 8.00 10.00 12.00 14.00 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 26-Jul-19 14-Sep-19 3-Nov-19 24-Dec-19 12-Feb-20 2-Apr-20 23-May-20 12-Jul-20 1-Sep-20 Volume (m) ADS Price WSG ADS share price performance since IPO 5 10 IPO price: $8.00 (7/26/19) High (a) : $5.36 (8/27/19) Low (a) : $1.44 (3/19/20) Current: $2.11 (9/1/20) Day 1 close: $5.16 (7/26/19) WSG ADS price metrics 30 - day VWAP $2.08 60 - day VWAP $2.09 90 - day VWAP $2.34 180 - day VWAP $2.29 Note: Market data as of 9 /1/20; Market prices with reference to closing ADS share price (a) High and low calculated with reference to closing share price (excludes intra - day trading) Source: FactSet

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank 6.2x 8.2x 7.7x 6.6x 6.1x 6.2x 15.7x 17.6x 15.0x 12.4x 5.1x 7.8x 7.0x 6.9x 5.8x 5.6x 25.3x 23.8x 14.8x 11.1x 6 Select publicly traded companies TEV / CY21 EBITDA Secondary comps: Sports IP & Live Entertainment Note: Market data as of 9/1/2020, pre - COVID 19 data as of 2/19/2020. Balance sheet data as of latest reported; WSG reflects July 2020 balance sheet data (a) Pre - COVID metrics as at 2/14/20, the trading day prior to press speculation of IRONMAN sale (b) Calculated with reference to a blended average share price across all traded share classes (c) Pro forma for Live Nation divestiture (d) Multiples calculated with reference to EBITDA adjusted to exclude additional depreciation associated with IFRS 16 for compara bil ity purposes Source: FactSet, Wall Street research Primary comps: Advertising Agencies Pre - COVID (2/19) Current (9/1) (29%) (33%) (14%) (35%) (23%) (25%) (19%) (6%) Share price Δ (Pre - COVID to Current) (29%) (18%) (b) (a) (a) Phoenix management plan ( d ) ( d ) 7.7x (c)

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank ~3.4x 16.5x 8.9x Mid - teens ~13.5x ~12.5x 11.2x Date Dec 2019 Jul 2018 Jun 2018 Aug 2017 May 2017 Oct 2016 Feb 2015 Target Lagardere Sportradar Imagina Media Audiovisual Endeavor Legends Learfield Infront Acquirer H.I.G. Capital Consortium ( led by CPPIB) Orient Hontai Capital CPPIB New Mountain Capital Atairos Wanda Group TEV ($ in m) $123 $2,400 $2,192 $6,300 $700 $1,265 $1,191 Private market multiples for agencies / media services businesses 7 Select transaction multiples (TEV / LTM EBITDA) (a) Calculated with reference to reported revised FY2018 recurring EBIT. Reported implied value for Lagardère Sports and Entertai nme nt of €150m separately disclosed, implying a 1.9x EBITDA multiple based on CY18 normalized divisional EBITDA of €81m. Multiple depressed reflecting recent loss of ~€10m E BIT per annum CAF media and sponsorship rights agreement (November 2019) (b) Calculated with reference to 2017 EBITDA at the time of deal pricing Source: Wall Street research, Company filings, Deutsche Bank investment banking estimates IP Data / digital Media rights / marketing (a) (b) % Acquired 75% 37% 54% 8% ~30% 100% 100%

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Privatisation deals of US - listed Chinese companies 8 Annc. Date Target Jurisdiction of incorporation Acquirer Stake % before Offer value ($m) Premium / (discount) to Unaffected 30 - day VWAP 90 - day VWAP 06 - Jul - 20 SINA Corp Cayman Islands Chairman 11.8% 2,605 11.8% 21.6% 25.7% 02 - Apr - 20 58.com Inc Cayman Islands A consortium led by Warburg Pincus LLC (with Mr Jinbo Yao) and existing management 9.9% 7,644 17.8% 8.6% (4.8)% 18 - Sep - 19 China Biologic Products Holdings Inc Cayman Islands A consortium led by Centurium Capital Management and PW Medtech Group 58.0% 1,969 16.8% 21.1% 26.4% 19 - Feb - 19 eHi Car Services Ltd Cayman Islands A consortium led by Ctrip.com International and Baring Private Equity Asia 47.7% 1,292 26.9% 22.3% 15.4% 26 - Mar - 18 iKang Healthcare Group Inc (74.97%) Cayman Islands A consortium led by Shanghai Yunfeng Investment Management and existing management 25.0% 1,191 15.0% 24.7% 32.0% 17 - Nov - 17 JA Solar Holdings Co Ltd Cayman Islands Existing Management (with Mr Jin Baofang) and Jinglong Group Co Ltd 31.8% 814 18.2% 7.4% 23.2% 23 - Jun - 16 Qunar Cayman Islands Ltd Cayman Islands A consortium led by Fortune Smart Holdings and Ctrip.com International 75.1% 1,097 15.0% (4.5)% (16.4)% 14 - Dec - 15 Trina Solar Ltd Cayman Islands A consortium led by Industrial Bank Co Ltd and existing management (Mr Jifan Gao) 5.8% 1,868 21.5% 17.7% 20.6% 17 - Jun - 15 Qihoo 360 Technology Co Ltd Cayman Islands A consortium led by CITIC Securities Co Ltd and existing management (Chairman and CEO Mr Hongyi Zhou) 16.3% 8,233 16.6% 30.3% 39.2% 15 - Jun - 15 iDreamSky Technology Ltd Cayman Islands A consortium led by Prometheus Capital and existing management (Chairman and CEO Mr Michael Xiangyu Chen) 20.4% 527 (3.8)% 24.5% 41.5% 09 - Jun - 15 China Mobile Games & Entertainment Group Ltd Cayman Islands A consortium led by Orient Securities Co and Changjiang Securities Co 0.0% 705 7.9% 6.0% 14.9% 09 - Jun - 15 E - House (China) Holdings Ltd Cayman Islands Existing Management (Mr Xin Zhou and Mr Neil Nanpeng Shen) and Sina Corp 26.0% 604 2.1% 7.8% 9.3% 04 - Jun - 15 Mindray Medical International Ltd Cayman Islands Existing Management (Mr Li Xiting/Mr Xu Hang/Mr Cheng Minghe) 27.5% 2,420 1.9% (3.1)% (2.4)% 30 - Apr - 15 WuXi PharmaTech (Cayman) Inc Cayman Islands A consortium led by Ally Bridge Group and existing management (Chairman Dr Ge Li) 0.0% 3,299 16.2% 19.2% 20.6% 02 - Jan - 15 Perfect World Co Ltd Cayman Islands Perfect Peony Holding (Founder and chairman of the Board, Mr Michael Yufeng Chi) 16.8% 834 27.0% 20.9% 6.2% 11 - Mar - 14 Montage Technology Group Ltd Cayman Islands Shanghai Pudong Science & Technology Investment and ChinaElectronics Corp 0.0% 660 31.7% 28.3% 26.0% 25 - Nov - 13 Giant Interactive Group Inc Cayman Islands A consortium led by Baring Private Equity Asia Ltd (Mr Yuzhu Shi) and existing management 47.2% 1,567 18.5% 31.5% 37.4% 21 - May - 13 Pactera Technology International Ltd Cayman Islands Existing Management (Chris Chen and Tiak Koon Loh) and Blackstone Group 5.3% 634 42.6% 38.2% 17.1% 13 - May - 13 AsiaInfo - Linkage Inc US A consortium led by CITIC Capital Partners and Temasek Holdings 13.9% 830 52.3% 52.6% 37.0% Mean 18.7% 19.8% 19.4% Median 16.8% 21.1% 20.6% Note: Includes privatisation transactions over USD500m since 2013 Source: Dealogic

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Select precedent US 13e - 3 transactions Premium / (discount) to % Inc. from Approval Standard Annc. Date Target Acquirer Stake % before Offer value ($m) % of Acq. Mkt Value Consideration Unaffected 52 - wk High First Offer Spec. Comm. Maj. of Minority 11 - Nov - 19 Craft Brew Alliance, Inc. Anheuser - Busch Cos. LLC 31% 221 0% Cash 27% (16%) 10%   27 - Aug - 19 Tallgrass Energy LP Blackstone Infrastructure & GIC 44% 3,534 -- Cash 56% (14%) 15%  22 - Aug - 19 Pivotal Software, Inc. VMware, Inc. 16% 3,459 6% Mix (a) 81% (49%) 9%   02 - Apr - 19 AmeriGas Partners LP UGI Corp. 26% 2,446 25% Mix 13% (19%) 10%  09 - Nov - 18 International Speedway Corp. Nascar Holdings, Inc. 42% 1,139 -- Cash 15% (10%) 7%   09 - Oct - 18 Antero Midstream Partners LP Antero Midstream GP LP 53% 2,763 87% Mix 33% 2% 15%   28 - Sep - 18 American Midstream Partners LP ArcLight Capital 51% 205 -- Cash (9%) (66%) (14%)  10 - Jul - 18 TransMontaigne Partners LP ArcLight Capital (Gulf TLP Holdings LLC) 20% 536 -- Cash 14% (14%) 8%  06 - Feb - 18 Perry Ellis International, Inc. George. Feldenkreis & Fortress Investment Group 11% 390 -- Cash 19% 2% 0%   22 - Jan - 18 Juno Therapeutics, Inc. Celgene Corp. 10% 8,967 11% Cash 91% 37% 9%  09 - Jan - 18 AmTrust Financial Services, Inc. Stone Point Capital LLC & Private Group 43% 1,517 -- Cash 33% (52%) 10%   13 - Nov - 17 GGP, Inc. Brookfield Property Partners LP 34% 14,117 77% Mix 18% (17%) (2%)   26 - Sep - 16 Columbia Pipeline Partners LP Columbia Pipeline Group, Inc. (TransCanada Corp.) 47% 915 2% Cash 11% (13%) 8%   03 - Jun - 16 Talen Energy Corp. Riverstone Holdings LLC 35% 1,170 -- Cash 56% (29%) 27%   10 - Aug - 14 El Paso Pipeline Partners LP Kinder Morgan, Inc. 40% 5,421 15% Mix 15% (10%) (1%)  10 - Aug - 14 Kinder Morgan Energy Partners LP Kinder Morgan, Inc. 10% 37,893 102% Mix 12% 6% (1%)  04 - Aug - 14 Pike Corp. Court Square Capital Partners (CEO Part of buyout group) 10% 364 -- Cash 51% (4%) (6%)  17 - Feb - 14 Chindex International, Inc. TPG, Shanghai Fosun Pharmaceutical (CEO Part of buyout group) 27% 322 -- Cash 40% 26% 66%   16 - Dec - 13 KKR Financial Holdings LLC KKR & Co. LP 0% 2,609 15% Stock 34% 10% 21%   11 - Jun - 13 Dole Food Co., Inc. Dole Food Co., Inc. (David Murdock) 40% 736 -- Cash 32% (6%) 13%   23 - May - 13 rue21, Inc. Apax Partners 30% 689 -- Cash 23% 21% 9%   05 - Feb - 13 Dell, Inc. Silver Lake Management & Michael Dell 14% 21,329 -- Cash 28% (24%) 19%   17 - Dec - 12 Clearwire Corp. Sprint Nextel Corp. 50% 3,669 24% Cash 285% 100% 92%   05 - Dec - 12 McMoRan Exploration Co. Freeport - McMoRan Copper & Gold, Inc. 16% 2,406 7% Cash (b) 74% (11%) (2%)   12 - Nov - 12 CreXus Investment Corp. Annaly Capital Management, Inc. 12% 872 -- Cash 17% 14% 4%   26 - Sep - 12 American Greetings Corp. Management Team 8% 564 -- Cash 32% (3%) 11%   13 - Jun - 11 M & F Worldwide Corp. MacAndrews & Forbes Holdings, Inc. 43% 277 -- Cash 47% (19%) 4%   Mean 31% 43% (6%) Median 15% 32% (10%) 9 Note: GGP, Inc. transaction also required approval by 2/3 of outstanding shares; Dell transaction required a "Yes" vote by a maj ority of the minority of votes actually cast (as opposed to outstanding) (a) In addition to the $15.00 in cash to the public Class A shareholders, Class B shares owned by Dell set to receive 0.055 share s o f VMWare for each share of Pivotal, implying a blended total consideration of $11.71 per the announcement press release (Dell indirectly controlled ~64% of the shares). (b) In addition to the $14.75 in cash, additional consideration of 1.15 units of a royalty trust entitled to 5% overriding royalt y i nterest in future production (SC valued it at approximately $2.45); including the 51mm shares owned by Plains Exploration, the % owned by Freeport - McMoRan would be 34%.

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Discounted cash flow analysis Valuation as of 12/31/20: Including prolongation of Lega Advisory after season 2020/2021 10 ($ in millions, except per ADS data) 2021E 2022E 2023E 2024E Terminal Year (b) 21 - 24 CAGR Revenue $883 $1,066 $930 $908 $908 0.9% % growth 20.7% (12.8%) (2.4%) -- Adj. EBITDA $81 $105 $87 $90 $90 3.5% % margin 9.2% 9.9% 9.3% 9.9% 9.9% Less: D&A (27) (28) (27) (25) (13) EBIT $54 $77 $60 $65 $77 6.1% % margin 6.1% 7.3% 6.4% 7.1% 8.5% Cash taxes (c) (13) (19) (23) (15) (19) % tax rate 24.0% 24.0% 38.6% 24.0% 24.0% Tax Adjusted EBIT $41 $59 $37 $49 $59 6.1% Depreciation and amortization 27 28 27 25 13 Cash flow from investing (21) (42) (12) (13) (13) Decrease (increase) in working capital (42) (1) 55 26 -- Free Cash Flow $5 $44 $106 $88 $59 NM % growth NM NM (17.6%) Terminal Value / Adj. EBITDA Multiple 7.0x 7.5x 8.0x Discount Rate 9.0% 10.0% 11.0% 9.0% 10.0% 11.0% 9.0% 10.0% 11.0% Present Value of Free Cash Flow $194 $189 $185 $194 $189 $185 $194 $189 $185 Present Value of Terminal Value 446 430 415 478 461 444 510 491 474 Total Enterprise Value $640 $619 $600 $672 $650 $629 $703 $681 $659 Less: Net debt (a) 323 323 323 323 323 323 323 323 323 Total Equity Value $316 $296 $276 $348 $326 $306 $380 $357 $335 Total Equity Value Per ADS $2.18 $2.04 $1.91 $2.40 $2.25 $2.11 $2.62 $2.47 $2.32 Terminal Value as a % of Total Value 69.7% 69.4% 69.2% 71.1% 70.9% 70.6% 72.4% 72.2% 71.9% Implied perpetual growth rate (0.3%) 0.7% 1.7% 0.3% 1.3% 2.3% 0.8% 1.8% 2.8% Implied equity value per ADS Free cash flow Illustrative valuation build Equity value / ADS sensitivity Discounted at 10% WACC Note: Management projections converted using USD / EUR of 1.1964 as of 9/1/20 (a) Reflects adjustment for minority interests and equity investments of ($1m) (b) Terminal year reflects 2024E revenue, EBITDA, and cash flow from investing. D&A set equal to cash flow from investing (c) Based on management plan, includes cash tax adjustment of $9m in 2023E Source: Management Plan received 8/19/20, Management working capital projection received 9/1/20, Management debt and cash pro jec tion received 9/2/20 TY Adj. EBITDA ($m) 437.4 90 92 98 Exit multiple 7.0x $2.04 $2.12 $2.32 7.5x $2.25 $2.34 $2.55 8.0x $2.47 $2.55 $2.78 A B C A B C Infront de - cycled 2024E Infront 2024E Average of Infront ’21E - ’24E Discount rate 10.0% PV of ’21 - ’24 CF ($m) $189 Exit Multiple 7.0x 8.0x TY Adj. EBITDA $90 $90 FV of TV $629 $719 Discount factor 0.68 0.68 PV of TV 430 491 TEV ($m) $619 $681 Net debt (a) (323) (323) Equity value $296 $357 FDSO 145 145 Value per ADS $2.04 $2.47 Calculated with reference to:

 
 

PRELIMINARY DRAFT Deutsche Bank Investment Bank Discounted cash flow analysis Valuation as of 12/31/20: Excluding prolongation of Lega Advisory after season 2020/2021 11 Terminal Value / Adj. EBITDA Multiple 7.0x 7.5x 8.0x Discount Rate 9.0% 10.0% 11.0% 9.0% 10.0% 11.0% 9.0% 10.0% 11.0% Present Value of Free Cash Flow $150 $146 $143 $150 $146 $143 $150 $146 $143 Present Value of Terminal Value 344 331 320 368 355 342 393 379 365 Total Enterprise Value $494 $478 $462 $518 $501 $485 $543 $525 $508 Less: Net debt (a) 323 323 323 323 323 323 323 323 323 Total Equity Value $170 $154 $139 $195 $178 $162 $219 $201 $184 Total Equity Value Per ADS $1.17 $1.06 $0.96 $1.34 $1.23 $1.12 $1.51 $1.39 $1.27 Terminal Value as a % of Total Value 69.6% 69.4% 69.1% 71.1% 70.8% 70.6% 72.4% 72.1% 71.9% Implied perpetual growth rate 0.1% 1.1% 2.1% 0.7% 1.7% 2.7% 1.2% 2.2% 3.2% Implied equity value per ADS Free cash flow Illustrative valuation build Equity value / ADS sensitivity Discounted at 10% WACC Note: Management projections converted using USD / EUR of 1.1964 as of 9/1/20 (a) Reflects adjustment for minority interests and equity investments of ($1m) (b) Terminal year reflects 2024E revenue, EBITDA, and cash flow from investing. D&A set equal to cash flow from investing (c) Based on management plan, includes cash tax adjustment of $9m in 2023E Source: Management Plan received 8/19/20, Management working capital projection received 9/1/20, Management debt and cash pro jec tion received 9/2/20 TY Adj. EBITDA ($m) 437.4 69 75 78 Exit multiple 7.0x $1.06 $1.25 $1.34 7.5x $1.23 $1.42 $1.52 8.0x $1.39 $1.60 $1.70 A B C A B C Infront de - cycled 2024E Infront 2024E Average of Infront ’21E - ’24E Discount rate 10.0% PV of ’21 - ’24 CF ($m) $146 Exit Multiple 7.0x 8.0x TY Adj. EBITDA $69 $69 FV of TV $485 $554 Discount factor 0.68 0.68 PV of TV 331 379 TEV ($m) $478 $525 Net debt (a) (323) (323) Equity value $154 $201 FDSO 145 145 Value per ADS $1.06 $1.39 Calculated with reference to: ($ in millions, except per ADS data) 2021E 2022E 2023E 2024E Terminal Year (b) 21 - 24 CAGR Revenue $865 $1,029 $879 $855 $855 (0.4%) % growth 19.0% (14.6%) (2.7%) -- Adj. EBITDA $71 $86 $67 $69 $69 (0.9%) % margin 8.2% 8.4% 7.6% 8.1% 8.1% Less: D&A (27) (28) (27) (25) (13) EBIT $44 $58 $39 $44 $57 (0.1%) % margin 5.1% 5.7% 4.5% 5.1% 6.6% Cash taxes (c) (11) (14) (18) (11) (14) % tax rate 24.0% 24.0% 46.0% 24.0% 24.0% Tax Adjusted EBIT $34 $44 $21 $33 $43 (0.1%) Depreciation and amortization 27 28 27 25 13 Cash flow from investing (21) (42) (12) (13) (13) Decrease (increase) in working capital (42) (1) 55 26 -- Free Cash Flow ($2) $29 $91 $72 $43 NM % growth NM NM (21.0%)

PRELIMINARY DRAFT Deutsche Bank Investment Bank WACC analysis 12 WACC assumptions Risk - free rate (Rf) 0.88% Equity Risk Premium 7.66% Size premium 2.22% Pre - tax cost of debt (b) 5.00% Current tax - rate 24.00% Normalized net debt / cap 30.00% WACC buildup Phoenix Peers (a) Unlevered beta 0.96 0.96 Normalized Net debt / equity 42.9% 42.9% Assumed marginal tax rate 24.0% 24.0% Levered beta 1.27 1.27 Cost of debt 5.0% 5.0% Tax rate 24.0% 24.0% Post tax cost of debt 3.8% 3.8% Risk - free rate (Rf) 0.9% 0.9% Levered beta 1.27 1.27 Equity Risk Premium 7.7% 7.7% Size premium 2.2% 2.2% Cost of equity 12.9% 12.8% Target debt to total capitalization 30.0% 30.0% Equity to total capitalization 70.0% 70.0% WACC 10.1% 10.1% Peer set Peers Levered beta Net debt / equity Tax rate Unlevered beta Net debt ($m) Equity (c) ($m) Net debt / total cap Omnicom Group Inc 0.94 22.0% 26.0% 0.81 2,679 12,184 18.0% WPP Plc 1.33 36.8% 19.0% 1.03 3,880 10,537 26.9% Interpublic Group of Companies, Inc. 1.31 42.0% 23.3% 0.99 3,066 7,302 29.6% Dentsu Group Inc. 1.20 35.7% 27.6% 0.96 2,826 7,911 26.3% Publicis Groupe SA 0.95 50.8% 24.0% 0.68 4,187 8,235 33.7% Wanda Sports Group 1.73 104.9% 24.0% 0.96 324 309 51.2% Median 1.26 39.4% 24.0% 0.96 2,946 8,073 28.2% Note: Market data as of 9/1/20 (a) Calculations based on median unlevered beta of peers (b) 5.00% estimate per Deutsche Bank syndicate desk (c) Calculated as the sum of fully diluted market capitalization and minority interests Source: Bloomberg, FactSet, Duff and Phelps Cost of Capital Navigator, Company Filings, Management debt and cash projection r ece ived 9/2/20

 

 

 

 

EXHIBIT (c)(7)

 

 

Deutsche Bank Investment Bank Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. December 2020 Project Phoenix Price Discussion

 
 

Deutsche Bank Investment Bank “IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusi vel y for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsc he Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or an y U.S. Broker - dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without ou r p rior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, emplo yee s and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be exclude d b y law). Statements and opinions regarding the Recipient's investment case, positioning and valuation are not, and should not be const rue d as, an indication that Deutsche Bank will provide favorable research coverage of the Recipient or publish research containing any particular rating or price target for the Recipient’s securities. This Presentation is ( i ) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient's business and pro spects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Ban k has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided direc tly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes n o o bligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the or al briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or poten tia l change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Pr esentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Ban k. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Ba nk has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary o r o ther relationship between the Recipient and Deutsche Bank.”

 
 

Investment Bank Deutsche Bank Contents Section

 
 

Deutsche Bank Investment Bank Executive summary Prior offer: $2.50 per ADS, reflecting $689m TEV assuming year - end 2020 balance sheet and a multiple of 8.4x (a) / 6.5x (a) for CY21E / CY22E EBITDA IFC representatives have asked for an increase to $ 2.75 - $ 2.80 per ADS  At $ 2.75, that reflects an increase of 10% on equity value and 5 % on TEV Since our initial offer, our primary trading comparables have increased on average by 1.1x (to 7.7x), or an increase of 16%. Additionally, the Euro / USD exchange rate has increased by 1.25% (to 1.2114) As offsets however, the business has seen a more definitive loss of the Lega Advisory contract which should be considered when assessing the value of the business plan projections 1 (a) Calculated with reference to management projection including prolongation of Lega Advisory received 8/19/20, converted using EUR / USD rate of 1.2114 as of 12/8/20 Source: Management plan received 8/19/20, Management debt and cash projection received 9/2/20

 
 

Deutsche Bank Investment Bank WSG ADS share price performance since last valuation 2 10 WSG ADS price metrics 9/1/20 12/8/20 ADS price $2.11 $2.25 30 - day VWAP $2.08 $2.20 60 - day VWAP $2.09 $2.22 90 - day VWAP $2.34 $2.15 180 - day VWAP $2.29 $2.15 Note: Market data as of 12 /8/20; Market prices with reference to closing ADS share price (a) High and low calculated with reference to closing share price (excludes intra - day trading) Source: FactSet, Bloomberg Date of last valuation: $2.11 (9/1/20) Closing price after announcement of receipt of preliminary offer: $2.32 (9/30/20) Reported 3Q results : $2.27 (12/1/20) Current: $2.25 (12/8/20) 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 $0.00 $0.50 $1.00 $1.50 $2.00 $2.50 $3.00 $3.50 $4.00 1-Sep-20 10-Sep-20 20-Sep-20 30-Sep-20 10-Oct-20 20-Oct-20 29-Oct-20 8-Nov-20 18-Nov-20 28-Nov-20 8-Dec-20 Volume (m) ADS Price

 
 

Deutsche Bank Investment Bank 5.1x 7.8x 7.0x 5.6x 6.9x 5.8x 25.3x 23.8x 14.8x 11.1x 4.7x 8.7x 8.1x 7.3x 7.2x 7.1x 40.1x 23.9x 16.3x 10.9x 3 Select publicly traded companies TEV / CY21 EBITDA Secondary comps: Sports IP & Live Entertainment Note: Market data as of 12/8/20. Balance sheet data as of latest reported (a) Calculated with reference to management projection received 8/19/20, converted using EUR / USD rate of 1.2114 as of 12/8/20 (b) Calculated with reference to a blended average share price across all traded share classes (c) Pro forma for Live Nation divestiture (d) Multiples calculated with reference to EBITDA adjusted to exclude additional depreciation associated with IFRS 16 for compara bil ity purposes Source: FactSet, Wall Street research, Bloomberg, Management projection received 8/19/20 Primary comps: Advertising Agencies Prelim Valuation (9/1/20) Current (12/8/20) 33% 22% 39% 26% 25% 22% 7% 1% Share price Δ (9/1/20 to Current) 7 % 13% ( b ) Phoenix management plan (d) (d) 7.7x 7.6x (c) (a) (a) ‘21E EBITDA Δ (9/1/20 to Current) 5% 2% (3%) 16% (4%) (22%) (4%) (5%) 8 % 12%

 
 

Deutsche Bank Investment Bank Analysis at various prices 4 Analysis at various prices $ millions, excluding ADS data Illustrative acquisition ADS price $2.25 $2.50 $2.75 $2.80 Acquisition market cap (a) $326 $362 $398 $405 (+) Net debt as of 12/31/2020E (b) 328 328 328 328 Acquisition total enterprise value (c) $653 $689 $725 $732 % Premium paid to Price Unaffected ADS price (d) $1.80 25% 39% 53% 56% TEV / Adj. EBITDA multiples Adj. EBITDA (e) Management Plan (8/19/20) TEV / CY21E Adj. EBITDA $82 8.0x 8.4x 8.8x 8.9x TEV / CY22E Adj. EBITDA 106 6.2x 6.5x 6.8x 6.9x Management Plan excl. prolongation of Lega Advisory TEV / CY21E Adj. EBITDA $72 9.1x 9.6x 10.1x 10.2x TEV / CY22E Adj. EBITDA 87 7.5x 7.9x 8.3x 8.4x Bloomberg Consensus TEV / CY21E Adj. EBITDA $132 4.9x 5.2x 5.4x 5.7x TEV / CY22E Adj. EBITDA 151 4.3x 4.5x 4.7x 5.0x Note: Market data as of 12 /8/20 (a) Calculated with reference to fully diluted ADS outstanding of 145m as of 12/8/20 (b) 2020E net debt per the management plan received 9/2/20 (c) Includes net adjustment for investments and non - controlling interests of ($1m) (d) The closing price of the Company’s ADS on September 29, 2020, the last trading day prior to the date of announcement of the p rel iminary non - binding offer (e) Management Plan and Bloomberg consensus estimates converted using USD / EUR of 1.2114 as of 12/8/20 Source: Management Plan received 8/19/20, Management debt and cash projection received 9/2/20, Bloomberg, FactSet

 
 

Deutsche Bank Investment Bank DCF - based valuation: Equity value / ADS sensitivity Assumes a 10% WACC 5 TY Adj. EBITDA ($m) Incremental TY EBITDA need at $2.75 per ADS 437.4 91 99  Exit multiple 7.0x $2.07 $2.35 $21 22.5% 12.2% 7.5x $2.29 $2.58 $13 14.4% 4.7% 8.0x $2.50 $2.82 $7 7.2% (1.8%) 8.5x $2.72 $3.05 $1 0.9% (7.6%) A B Includes prolongation of Lega Advisory Excludes prolongation of Lega Advisory A B Infront 2024E (a) Infront de - cycled 2024E (b) Calculated with reference to: Note: Discounted cash flow analysis with calculated with reference to management projections converted using EUR / USD rate o f 1 .2114 as of 12/8/20 (a) Calculated with reference to 2024E EBITDA for Infront, WSC, and ListCo (b) Calculated with reference to 2024E de - cycled Infront EBITDA plus 2024E WSC and ListCo EBITDA (c) Calculated with reference to implied terminal year EBITDA at $2.75 per ADS less terminal year EBITDA A (2024E EBITDA for Infront, WSC, and Listco) (d) Excludes EBITDA associated with Lega Production / Archive contracts net of allocated costs Source: Management Plan received 8/19/20, Management working capital projection received 9/1/20, Management debt and cash pro jec tion received 9/2/20, Management Lega revenue projection received 12/8/20 A B % % TY Adj. EBITDA ($m) Incremental TY EBITDA need at $2.75 per ADS 437.4 70 79  Exit multiple 7.0x $1.08 $1.36 $51 72.0% 53.6% 7.5x $1.25 $1.54 $42 60.5% 43.4% 8.0x $1.41 $1.73 $35 50.5% 34.4% 8.5x $1.58 $1.91 $29 41.6% 26.5% A B A B % % Excludes prolongation of Lega Advisory and 50% of Archive and Production (d) Excludes prolongation of Lega Advisory, Archive and Production (d) TY Adj. EBITDA ($m) Incremental TY EBITDA need at $2.75 per ADS 437.4 68 76  Exit multiple 7.0x $0.96 $1.23 $54 80.4% 60.5% 7.5x $1.11 $1.41 $46 68.3% 49.8% 8.0x $1.27 $1.59 $39 57.8% 40.4% 8.5x $1.43 $1.77 $33 48.5% 32.2% A B % % TY Adj. EBITDA ($m) Incremental TY EBITDA need at $2.75 per ADS 437.4 65 73  Exit multiple 7.0x $0.83 $1.10 $58 89.4% 67.8% 7.5x $0.98 $1.28 $50 76.8% 56.6% 8.0x $1.14 $1.45 $43 65.7% 46.8% 8.5x $1.29 $1.62 $36 56.0% 38.2% A B A B % % A A A A (c) (c) (c) (c) A B

Deutsche Bank Investment Bank DCF - based valuation: Equity value / ADS sensitivity (continued ) Assumes a 9% WACC 6 TY Adj. EBITDA ($m) Incremental TY EBITDA need at $2.75 per ADS 437.4 91 99  Exit multiple 7.0x $2.22 $2.50 $16 17.1% 7.2% 7.5x $2.44 $2.75 $8 9.3% 0.1% 8.0x $2.66 $2.99 $2 2.5% (6.2%) 8.5x $2.88 $3.23 ($3) (3.5%) (11.7%) Includes prolongation of Lega Advisory Excludes prolongation of Lega Advisory TY Adj. EBITDA ($m) Incremental TY EBITDA need at $2.75 per ADS 437.4 70 79  Exit multiple 7.0x $1.19 $1.48 $45 64.7% 47.2% 7.5x $1.37 $1.67 $38 53.8% 37.4% 8.0x $1.54 $1.87 $31 44.2% 28.8% 8.5x $1.71 $2.06 $25 35.7% 21.2% Excludes prolongation of Lega Advisory and 50% of Archive and Production (d) Excludes prolongation of Lega Advisory, Archive and Production (d) TY Adj. EBITDA ($m) Incremental TY EBITDA need at $2.75 per ADS 437.4 68 76  Exit multiple 7.0x $1.06 $1.35 $49 72.8% 53.8% 7.5x $1.23 $1.54 $41 61.3% 43.5% 8.0x $1.39 $1.72 $35 51.2% 34.6% 8.5x $1.56 $1.91 $29 42.3% 26.6% TY Adj. EBITDA ($m) Incremental TY EBITDA need at $2.75 per ADS 437.4 65 73  Exit multiple 7.0x $0.93 $1.22 $53 81.5% 60.8% 7.5x $1.09 $1.40 $45 69.4% 50.1% 8.0x $1.25 $1.58 $38 58.8% 40.7% 8.5x $1.41 $1.76 $32 49.5% 32.5% A B Infront 2024E (a) Infront de - cycled 2024E (b) Calculated with reference to: Note: Discounted cash flow analysis with calculated with reference to management projections converted using EUR / USD rate o f 1 .2114 as of 12/8/20 (a) Calculated with reference to 2024E EBITDA for Infront, WSC, and ListCo (b) Calculated with reference to 2024E de - cycled Infront EBITDA plus 2024E WSC and ListCo EBITDA (c) Calculated with reference to implied terminal year EBITDA at $2.75 per ADS less terminal year EBITDA A (2024E EBITDA for Infront, WSC, and Listco) (d) Excludes EBITDA associated with Lega Production / Archive contracts net of allocated costs Source: Management Plan received 8/19/20, Management working capital projection received 9/1/20, Management debt and cash pro jec tion received 9/2/20, Management Lega revenue projection received 12/8/20 A B A B % % A B A B % % A A (c) (c) A B % % A B A B % % A A (c) (c) A B