EGL Buyout

EGL, Inc. (EAGL)
$1.7B Management-Led Buyout Competing Offer

Summary

Competing offers for transportation - logistics company

Initial proposal from Jim Crane was accepted by the board
Crane is Chairman, CEO and 17% shareholder
Competing offer came from an affiliate of Apollo Management

EAGL news - stock chart

Developments

Apollo Management sues

News item 3.28.07

Press release
Merger agreement 5.24.07

Form 8-K

Ceva wins bid for $47.50 per share; $2B total
Crane paid $30mm termination fee
60% gain in stock value from Friday's close of $29.78;
25% gain over initial bid of $38.00 per share from Crane
Background of the merger

Bidding History

Initial Jim Crane offer Jan - Mar 2007

Crane is Chairman, CEO and 17% shareholder
Made offer at $36 per share in January 2007

Backed by General Atlantic Partner
General Atlantic backed out because of 4Q results
Crane got other backers for $36 offer

Offer accepted by board 3.19.07

Competing offer from Apollo Management 3.20.07

Offers $40 per share

Apollo increases offer to $41 per share 3.28.07

News item 3.28.07

Jim Crane response

Open letter 3.27.07

EGL determines Apollo offer superior at $43 per share

Press release 5.07.07

EGL gets increased offers

Crane group offers $45 per share

Offer letter 5.11.07

Apollo affiliate offers $46 per share

CEVA press release 5.14.07

EGL finds Apollo offer to be a superior proposal

EGL press release 5.14.07
Form 8-K

Offer increase to $46.25 per share 5.18.07

Press release
Termination fee proposed increase to $40mm

Competing Offer

Competing offer from Apollo Management 3.20.07

Offers $40 per share
EGL press release
EGL Form 8-K

Increases offer to $41 per share 3.28.07

News item 3.28.07

Jim Crane response

Open letter 3.27.07

EGL determines Apollo offer superior at $43 per share

Press release 5.07.07

Offer increase to $46 per share 5.12.07

Press release 5.14.07
Proposal is considered superior 5.13.07

Increased offer to $47.50 per share 5.21.07

Press release
Considered superior

Closed 7.31.07

Initial Buyout Proposal

Offer made by Jim Crane

Crane is Chairman, CEO and 17% shareholder

Announced 1.02.07

Developments

General Atlantic drops out as financial backer

Because of 4Q financial results
Press release 2.07.07
Form 8-K 2.12.07

Special committee continues process

Press release 2.12.07
Form 8-K 2.12.07

Woodbridge and Centerbridge join as financial backers

Press release 2.28.07

Initial management proposal at $36 per share

Proposal letter 1.02.07

Backed by General Atlantic Partners

Highly confident letters

Banc of America Securities 1.01.07
Goldman Sachs 1.01.07
Merrill Lynch 12.28.06

Revised management proposal (still at $36 per share)

Proposal letter 2.27.07

Backed by Woodbridge Company and
Centerbridge Partners

Advisors

Financial

Special committee: Deutsche Bank
Buyers: Merrill Lynch / Sagent Advisors

Legal

Special committee: Andrews Kurth
EAGL: Baker Botts
Buyers: Weil Gotshal / Simpson Thacher

Agreements

Merger agreement
Rights agreement amendment
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Closing
1.3 Effective Time
1.4 Effects of the Merger
1.5 Articles of Incorporation and Bylaws of the Surviving
Corporation
1.6 Directors
1.7 Officers

Article II Conversion of Shares; Exchange of Certificates

2.1 Effect on Capital Stock
2.2 Exchange of Certificates
2.3 Timing of Equity Rollover

Article III Company Reps

3.1 Qualification, Organization, Subsidiaries, Etc
3.2 Capital Stock
3.3 Subsidiaries
3.4 Corporate Authority Relative to this Agreement; No
Violation
3.5 Reports and Financial Statements
3.6 Internal Controls and Procedures
3.7 No Undisclosed Liabilities
3.8 Compliance with Law; Permits
3.9 Environmental Laws and Regulations
3.10 Employee Benefit Plans
3.11 Interested Party Transactions
3.12 Absence of Certain Changes or Events
3.13 Investigations; Litigation
3.14 Proxy Statement; Other Information
3.15 Tax Matters
3.16 Labor Matters
3.17 Intellectual Property
3.18 Property
3.19 Insurance
3.20 Opinion of Financial Advisor
3.21 Required Vote of the Company Shareholders
3.22 Material Contracts
3.23 Finders or Brokers
3.24 State Takeover Statutes; Rights Plan
3.25 Disclaimer

Article IV Parent and Merger Sub Reps

4.1 Qualification; Organization
4.2 Corporate Authority Relative to this Agreement; No
Violation
4.3 Proxy Statement; Other Information
4.4 Financing
4.5 Ownership and Operations of Merger Sub
4.6 Finders or Brokers
4.7 Ownership of Shares
4.8 Certain Arrangements
4.9 Investigations; Litigation
4.10 Guarantees
4.11 No Other Information
4.12 Access To Information; Disclaimer
4.13 Solvency

Article V Covenants and Agreements

5.1 Conduct of Business by the Company and Parent
5.2 Access to Information
5.3 No Solicitation
5.4 Filings; Other Actions
5.5 Stock Options and Other Stock-based Awards;
Employee Matters
5.6 Efforts
5.7 Takeover Statute
5.8 Public Announcements
5.9 Indemnification and Insurance
5.10 Financing
5.11 Shareholder Litigation
5.12 Notification of Certain Matters
5.13 Rule 16b-3
5.14 Rights Plan
5.15 Acquisition of Shares
5.16 Control of Operations
5.17 Notes and Amounts Outstanding Under Credit
Agreement

Article VI Conditions to the Merger

6.1 Each Party
6.2 Company
6.3 Parent and Merger Sub
6.4 Frustration of Conditions

Article VII Termination

7.1 Termination or Abandonment
7.2 Termination Fee; Expenses

Article VIII Miscellaneous

8.1 No Survival of Representations and Warranties
8.2 Expenses
8.3 Counterparts; Effectiveness
8.4 Governing Law
8.5 Jurisdiction; Enforcement
8.6 Waiver of Jury Trial
8.7 Notices
8.8 Assignment; Binding Effect
8.9 Severability
8.10 Entire Agreement; No Third-party Beneficiaries
8.11 Amendments; Waivers
8.12 Headings
8.13 Interpretation
8.14 No Recourse
8.15 Determinations By the Company
8.16 Certain Definitions

Schedule 13D Filings

Crane filings

Schedule 13D 1.22.07
Amendment #1 2.08.07
Amendment #2 3.01.06
Amendment #3 3.20.06

Exhibits

Amendment #4 3.28.06

Exhibits

Amendment #5 4.05.07

Exhibits

Amendment #6 4.25.07

Exhibits

Amendment #7 5.15.07

Exhibits

Amendment #8 5.18.07

Exhibits

Amendment #9 5.24.07

Exhibits

SuttonBrook Capital Management

Schedule 13D 6.04.07

Proxy Solicitation

Definitive proxy statement 6.26.07

Table of contents

Preliminary proxy statement 6.05.07

Table of contents

Deal Protection

No shop covenant

Merger agreement §5.3 new agreement, not hyperlinked
Proxy statement disclosure scroll to page 64

Break-up fee

$20mm, plus out-of-pocket expenses

Agreement §7.2 new agreement, not hyperlinked
Proxy statement disclosure scroll to page 74

Regulatory Approvals

HSR Act

Merger agreement §6.1 new agreement, not hyperlinked
Proxy statement disclosure scroll to page 52

Fairness Opinion

Deutsche Bank fairness opinion

Proxy statement disclosure scroll to page 35

Tax Matters

Disclosure

Proxy statement disclosure scroll to page 48

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