Brivo Financial & Market Positioning
Business
Overview
Pure play cloud-based, smart building access management
company with a diversified, technology-enabled ecosystem.
Comprehensive platform delivered through SaaS
and loT.
Pure play, cloud-based
smart building access
management company
with a diversified,
technology-enabled
ecosystem
Transaction
Structure
Valuation
Capital
Structure
Business combination with Crown PropTech Acquisitions (NYSE: CPTK)
CPTK is a publicly listed special purpose acquisition company
with $276 million cash in trust; anticipated PIPE of $75 million. (1)
$809 million pro forma enterprise value. Attractively valued
entry multiple for an expected high growth business.
$302 million(1) pro forma cash on balance sheet and no debt (2)
(other than a convertible note) immediately following the closing of
the transaction.
Ownership
Existing Brivo shareholders will be rolling 100% of their equity.
Brivo shareholders expected to own 69% of CPTK's common
stock post-transaction. (3)
Note: See page 36 for a detailed transaction overview. Assumes conditions to the closing of the
PIPE transaction are satisfied including satisfaction of a minimum cash condition.
(1) Assumes no redemptions. PIPE anticipated to be structured as convertible note.
(2) Assumes termination of existing revolver and no entrance into a new revolver.
(3) 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.
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