Investor Presentation December 2019
Proposed Transaction Terms
(USD in Millions, Except per Share Data)
SOURCES
SPAC IPO Cash
PIPE Proceeds
Total Sources
IMPLIED PRO-FORMA FIRM VALUE
Pro Forma Shares Outstanding (mm) 1
Share Price
Equity Value at Listing
Plus: Pro Forma Net Debt
Enterprise Value at Listing
2020E Adjusted EBITDA ($595)
Net Debt/2020 Adjusted EBITDA ($595)
Source: Management estimates
VERTIV
TRANSACTION SOURCES & USES
USES
$ 1,464
$ 690
Debt Paydown
1,239
Cash to Vertiv Shareholders
$ 1,929
Estimated Transaction Costs
Total Uses
337.6
$ 10.00
$ 3,376
1,941
$ 5,318
8.9 x
3.3 x
PRO-FORMA OWNERSHIP1
GSAH Founders
~
5%
~
GSAH Public
20%
2
PIPE Investors
37%
Existing Vertiv
Shareholders
~ 38%
415
50
$ 1,929
Note: Assumes no redemptions by public shareholders in connection with the transaction and doesn't take into account the interest income in SPAC trust account. Assuming max redemptions as per agreed terms would result in -4.25x pro-forma leverage based on 2019E adjusted
EBITDA. Excludes impact of GSAH warrants.
1 Vertiv ownership assumes Vertiv shareholders' equity roll-over equates to $1.275 billion in common shares, PIPE investors own $1.239 billion worth of common shares, GSAH public shareholders own $690 million worth of common shares, and GSAH founders own $173 million
worth of common shares.
2 Includes the GSAH Founder-Related PIPE Investors as described on slide 4.
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