Cyxtera SPAC Presentation Deck slide image

Cyxtera SPAC Presentation Deck

Transaction summary and timing Capital structure Governance Equity alignment Other details Timing Cyxtera ● ● ● . ● ● ● $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 - 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 SVAC
View entire presentation