Banker board books
When a company is taken private by an affiliate, the buyer has to disclose every report its financial adviser gave the board, and file those materials as exhibits. So the presentations below are not summaries of a banker’s work. They are the board decks themselves, with the premium, the comparable set and the discussion materials as the directors saw them.
Everything here is public and lives on sec.gov. Nothing is copied or re-hosted: each link opens the filing. Cut the set by year, sector, buyer, adviser and deal size, the way a paid deal database would.
1 take-privates in this cut, 1 with adviser materials, 10 exhibits, $3.1bn of stated value across 1 with a fee-table figure. Indexed through 2026Q3.
Start with these three
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TURQUOISE HILL RESOURCES LTD.
Schedule 13E-3 filed 2022-09-29 · 5 amendments · Materials · Metal Mining
- Project Asterix: presentation, June 2022EX-99.(c)(iii) · BMO Capital Markets · filed 2022-09-2964 KB
- Project Asterix: discussion materials, July 2022EX-99.(c)(iv) · filed 2022-09-2918 KB
- Project Asterix: materials, August 2022EX-99.(c)(vi) · Morgan Stanley, J.P. Morgan, Bank of America, Barclays, Credit Suisse, UBS, Jefferies, RBC Capital Markets, BMO Capital Markets, Scotiabank, Raymond James, Stifel, Canaccord, Nomura, Macquarie · filed 2022-09-2923 KB
- Project Asterix: discussion materials, August 2022EX-99.(c)(viii) · filed 2022-09-2911 KB
- Project Asterix: discussion materials for the Special Committee of the Board of Directors, August 2022EX-99.(c)(ix) · BMO Capital Markets · filed 2022-09-2943 KB
- Project Asterix: discussion materials for the Special Committee of the Board of Directors, August 2022EX-99.(c)(x) · BMO Capital Markets · filed 2022-09-2938 KB
- Project Asterix: discussion materials for the Special Committee of the Board of Directors, September 2022EX-99.(c)(xi) · BMO Capital Markets · filed 2022-09-2939 KB
- Project Asterix: presentation, 27 June 2022EX-99.(c)(xii) · TD Cowen · filed 2022-09-2984 KB
- Project Asterix: presentation, 6 July 2022EX-99.(c)(xiii) · TD Cowen · filed 2022-09-2993 KB
- Project Asterix: presentation for the Special Committee of the Board of Directors, 31 August 2022EX-99.(c)(xiv) · TD Cowen · filed 2022-09-2981 KB
How to read one
Start at the back. The comparable companies page and the precedent transactions page tell you what the adviser thought the business was like, and those two choices drive everything in front of them. Then find the football field and check which method gave the widest range, because that is the one the argument actually rests on. Read the premium against the ninety-day average rather than the last close: a bidder picks the reference period that flatters the offer, and noticing which one they picked is the whole skill.
The fastest way to learn what each page is arguing is to build one. The Board Book Studio takes a ticker, reads that company’s filings, and produces the same fifteen pages with every figure linked to the page it is printed on.
What the cuts mean
- Deal size.
- The transaction value the filer stated in the fee table, an estimate made for the fee. Micro is under $250m, Small to $1bn, Mid to $5bn, Large to $20bn, Mega above. Undisclosed means the table carried no figure.
- Buyer.
- Read from the filing persons named on the schedule. A sponsor usually files under its own name, a strategic under its corporate name, a founder as a person. Where only a merger vehicle filed, the parent is named in the offer document instead.
- Rating.
- How much a set of materials teaches, A to D: several exhibits so the price can be followed across meetings, readable text rather than a scanned PDF, breadth of analysis, and a stated value to anchor the multiples. It says nothing about the quality of the advice.
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