Cyxtera SPAC Presentation Deck
Transaction summary and timing
Capital
structure
Governance
Equity
alignment
Other details
Timing
Cyxtera
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$404mm cash in trust, assuming no public shareholder exercise redemption rights
Up to $100mm Forward Purchase Agreement to offset redemptions, if any
$250mm PIPE at $10.00 per share. Certain clients of Starboard have committed $60mm of PIPE
Use of proceeds: Partially retire Company debt and provide incremental cash for growth, as well
as to pay transaction expenses
Closing pro forma Net Leverage of 7.6x and 6.9x Contractual Net Leverage based on '20E Adj.
EBITDA of $213mm(¹)
Closing pro forma Financial Net Leverage of 3.1x based on '20E Adj. EBITDA of $213mm(²)
Further delevering expected in following years
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Initial board to include Manuel D. Medina (Chair), Nelson Fonseca (CEO), Greg Waters (Lead
Independent), Jeff Smith (SVAC, Starboard), Raymond Svider (BC Partners), Fahim Ahmed (BC
Partners), with three additional independent directors to be added
Lock-up of SVAC founder shares until the earlier of: (i) one year after completion of the business
combination, or (ii) the share price of the company exceeds $12.00 per share for a sustained
period of time (3)
BC Partners, Medina Capital, and existing shareholders subject to same lock-up terms as Starboard
Combined company to be named Cyxtera Technologies, Inc. and will continue to report as a
calendar basis company. Common stock and its warrants to trade on Nasdaq ("CYXT" and
"CYXTW", respectively)
Increased alignment with SVAC's differentiated structure where Class A shareholders currently
hold 1/6 warrant, receive 1/6th warrant upon non-redemption, and receive a pro rata share of any
warrants not allocated following redemptions
Up to $75mm optional share purchase agreement to purchase stock of the combined company
at $10 for 6 months post-closing
Proxy expected to be filed in Q1'21 and closing in mid-2021
Subject to customary closing conditions including SVAC shareholder and regulatory approvals
Cash sources & uses ($mm)
Amount
$404
250
79
$733
SVAC Cash
PIPE
Cyxtera B/S Cash
Total Cash Sources
Cash to Seller
Retire Existing Debt
Roll Cyxtera B/S Cash
Incremental Cash to B/S
Estimated Transaction Expenses
Total Cash Uses
Amount
'21E Adj. EBITDA
(x) Multiple
Fully Distributed Value
(-) Rolled Debt
(-) Cap Leases
(+) Cash
Post-Deal Equity Value
$453
79
152
50
$733
Pro forma valuation ($mm)
Note: See "Disclaimer - Statement Regarding Non-GAAP Financial Measures" for the definition of Adj. EBITDA
(1) Contractual Net Leverage reflects the GAAP calculation of capital lease obligations excluding payments resulting from Cyxtera's optional extension of leases; (2) Financial Net Leverage excludes capital lease
obligations; (3) Defined as any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination
% of Total
55%
34
11
100%
% of Total
62%
11
21
7
100%
$220
15.6x
$3,425
(888)
(952)
231
$1,816
8
SVACView entire presentation