Credit Suisse Investment Banking Pitch Book
1 Sumo transaction terms summary
Consideration
Closing conditions
Other
▪ Class A and Class C common stock (excluding stock currently owned by Sumo): $1.40 per share in cash
▪ Equity Awards
■
Company warrants: will be paid warrant price (Black Scholes value) in cash upon exercise
▪ FedEx warrants: vested warrants eligible to receive cash consideration but merger consideration below
exercise price
■
Vested in-the-money options and vested RSUS will receive cash consideration less exercise price,
if applicable
■
Unvested in-the-money options, RSAS and unvested RSUS will be converted to cash award (with
same vesting terms and conditions as current awards)
– All options (vested or unvested) out-of-money will be cancelled
-
- Unvested RSAs will be converted into a cash award that will be subject to the same vesting terms
and conditions associated with the RSAs
▪ Shareholder Approval via simple majority vote
Expiration of HSR Waiting Period
- Vested RSUS will be cashed out for the Merger Consideration
- Unvested RSUS will be converted into a cash award that will be subject to the same vesting terms
and conditions associated with such RSUS
■
Up to $60m interim financing from Sumo between signing and closing
Customary no solicitation
▪ Provisions allowing Berkshire Grey to terminate the agreement to accept a superior offer
Company termination fee: [3%] of equity value
▪ Outside date: [9 months from signing with 3-month regulatory extension for regulatory clearance]
▪ Voting and Support Agreements with key insider shareholders
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