GROWTH STRATEGY
BUSINESS COMBINATION OVERVIEW
Business Combination Summary
Appreciate
($ in Millions)
Sources
Pro Forma Valuation(2)
Appreciate Shares (Rollover Equity) (1)
$287.1
56%
Share Price ($ per share)
$10.00
Estimated PTIC Cash in Trust (2)
Total Sources
230.0
44%
Shares Outstanding (million) (5)
57.46
$517.1
100%
Equity Value
$574.6
Less: Business Combination Cash to Balance Sheet
(158.5)
Uses (2)
Plus: Rollover of Existing Net Debt (3)
0
Equity Consideration to Appreciate
$287.1
56%
Pro Forma Enterprise Value
$416.1
Cash to Balance Sheet (Primary Growth Capital)
Estimated Business Combination Fees & Expenses (4)
158.5
31%
35.0
7%
Pro Forma Ownership Structure (1,2,6-9)
10.0%
Repayment of Existing Balance Sheet Net Debt (3) (10)
11.6
2%
50.0%
Repayment of Appreciate Lender-held Common Stock (12)
12.0
2%
Repayment of Appreciate Preferred Stock A & A-1(12)
12.9
2%
Total Uses
$517.1 100%
40.0%
Appreciate Shareholders
PTIC Public Shareholders
PTIC Sponsor
| Post-closing, Appreciate will be supported by a $100 million
! committed equity facility with an affiliate of Cantor Fitzgerald (11)
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(1) Does not include the value of 6.0 million restricted earnout shares potentially issued to Appreciate at close of
Business Combination
(7)
(2)
Assumes no redemption by PTIC's existing public shareholders
(8)
PTIC Investors and Sponsor share count is fixed based on the existing share count of PTIC and Sponsor
Excludes CEF Facility and CEF Facility equity fee
(3)
(4)
(10) Net debt represents total debt less cash and cash equivalents
PTIC assumes ~$0 million of corporate debt and ~$0 million unrestricted cash on balance sheet at close
Includes banker and NPG fees, PTIC expenses and Appreciate expenses
(5) Ownership and share count excludes 7.67 million of outstanding PTIC warrants (strike price of $11.50 or ~15% out-of- (11) PropTech Investment Corporation II has obtained a $100 million committed equity facility with an affiliate of Cantor
the-money)
Fitzgerald, subject to certain conditions precedent
(12) Per footnote 3 on slide 10, in respect of the three tranches of secondary consideration payable once three separate net
cash hurdles are achieved.
Private & Confidential 41
(6) Pro Forma Existing Shareholders share count calculated based on rollover equity of $312 million (minus repayment
of existing lender shares of $12.0 million and preferred stock of $12.9 million) and a price per share of $10.00
(9) Excludes new management equity planView entire presentation