Investor Presentaiton
TRANSACTION OVERVIEW
Transaction Overview
Pro forma enterprise value of $827 million, 0.88x 2022E revenue and 6.8x
2022E gross profit
Total proceeds of $436 million, including $311 million¹ of expected cash-in-
trust and $125 million of PIPE proceeds
$321 million of net cash to CarLotz' balance sheet to fund future growth, $37
million to redeem preferred stock (liquidation preference) and $33 million pro-
rata distribution to CarLotz existing stockholders, who are rolling over ~95% of
their existing equity into the transaction
Acamar Partners has agreed to defer 50% of its promote into a 5 year earn-out²
CarLotz existing stockholders will also receive a 5 year earn-out on ~6.5% (7.5
million shares) of the pro forma equity²
Expected to close in Q4 2020
Cash Sources and Uses ($ millions)
Pro forma Valuation
Total shares outstanding 4 (in millions)
Price per share
Equity value (in millions)
Less: net cash (in millions)
Total enterprise value (in millions)
TEV / 2022E revenue
Pro Forma Illustrative Ownership Breakdown4
Sources of Cash
Uses of Cash
PIPE Investors
11%
SPAC cash-in-trust¹
$311
Cash to balance sheet
$321
Preferred stock
PIPE investors
$125
$37
liquidation preference³
Acamar SPAC
Cash to existing
$33
stockholders
Stockholders
27%
Transaction expenses
$45
Total sources of cash
$436
Total uses of cash
$436
Acamar
Sponsor
3%
114.8
$10.00
$1,148
(321)
$827
0.88x
Existing
CarLotz
Stockholders
59%
40
Note: Presentation on this page represents current expectations relating to transaction structure and is subject to further discussion and negotiation of definitive documentation in its entirety
1 Estimated Acamar Partners cash-in-trust at closing. Assumes no Acamar Partners stockholder exercises its redemption rights. This amount will be reduced by the amount of cash used to satisfy any redemptions. 2 50% of Acamar Partners' deferred shares subject to lock-up until
CarLotz' share price trades above $12.50, and the remaining 50% until it trades above $15.00, in each case for 20 out of any 30 consecutive trading days following the merger. CarLotz' existing stockholders to receive an earn-out of 7.5 million shares, on the same terms as Acamar
Partners' deferred shares. 3 Preferred stock liquidity preference is the redemption of TRP Capital Partners instrument and secondary common paid out pro rata to all common shareholders to redeem 4.6% of positions (95.4% rollover). 4 Excludes the impact of any deferred shares, earn-out
shares and warrants.
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