Brivo M&A Growth Strategy
Transaction overview
Proposed Transaction Terms
• Pro Forma Enterprise Value of $809mm, representing a transaction
multiple of 7.4x 2022E revenues
•
Excludes earn-out shares and other out-of-the-money dilutive
securities
100% equity rollover from existing Brivo shareholders
$276mm cash proceeds from SPAC(1)
$75mm fully committed PIPE (subject to minimum cash requirements
and other conditions) in the form of a Convertible Note
$302mm cash proceeds to balance sheet to fund growth (2)
Pro Forma Valuation
($ in mm, except for per share price; shares in mm)
Brivo Share Price
Pro Forma Shares Outstanding(5)
Equity Value
Less: Assumed Pro Forma Cash
Add: Convertible Notes PIPE (6)
Enterprise Value
Sources
($mm)
Brivo Rollover Equity(3)
CPTK Cash in Trust (1)
Convertible Notes PIPE Investment (6)
Existing cash on Balance Sheet(4)
Total Sources
Uses
($mm)
Equity Consideration to Existing Brivo Shareholders (3)
Cash to Balance Sheet
Cash to Repay Debt(4)
Estimated Transaction Expenses
Total Uses
$715
276
75
2
$1,068
$715
302
16
35
$1,068
$10.00
103.6
$1,036
(302)
75
$809
Pro Forma Ownership @ $10.00 per share (5)
Existing
Shareholders
69.0%
SPAC Equity
26.6%
SPAC
Sponsor +
Anchor
4.4%
Note: Transaction structure, consideration and economics based on executed LOI. Assumes no CPTK shareholder redemptions from trust.
(1) Assumes no redemptions.
brivo. (2) Assumes no redemptions and conditions to the closing of the PIPE transaction are satisfied including satisfaction of a minimum cash condition.
(3) Excludes outstanding unvested seller earn-out shares of 8.5mm, of which 4.25mm will vest at $13.00 per share and 4.25mm will vest at $15.00 per share.
(4) As of December 31, 2021.
(5) Includes 71.5mm existing Brivo rollover shares, 27.6mm Crown shares and 4.5mm Sponsor shares. Excludes (i) out-of-the-money warrants, (ii)
outstanding unvested founder shares of 2.4mm, of which 1.2mm will vest at $13.00 per share and 1.2mm will vest at $15.00 per share, (iii)
outstanding unvested seller earn-out shares of 8.5mm, of which 4.25mm will vest at $13.00 per share and 4.25mm will vest at $15.00 per share. (iv)
Convertible Notes PIPE, (v) Convertible Note held by R. Chera, (vi) Brivo rollover options, and (vii) Brivo earn-out RSUs.
(6) Subject to minimum cash requirements and other conditions.
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