Nerdy SPAC Presentation Deck slide image

Nerdy SPAC Presentation Deck

Transaction Summary TPG ● PACE TECH OPPORTUNITIES NYSE: PACE ● ● Sponsored public listing TPG Pace Group raised $450 million through the IPO of a special purpose acquisition company ("SPAC"), TPG Pace Tech Opportunities Corp. ("Pace" or "PACE"), in October 2020. Concurrent with the IPO, PACE secured an additional $150 million of Forward Purchase Agreement ("FPA") commitments, increasing PACE's capital base to $600 million • Pace has entered into a transaction agreement to merge with Live Learning Technologies LLC d/b/a Nerdy ("Nerdy" or the "Company") • Nerdy will be listed on the NYSE under the ticker symbol NRDY with a majority independent board; following the transaction existing investors and management are expected to retain a 51% ownership stake with Founder, Chairman & CEO Chuck Cohn expected to remain the largest individual shareholder¹ nerdy NYSE: NRDY In connection with the transaction, PACE has raised a $150 million PIPE of common equity at $10/share, in a private placement anchored by Franklin Templeton, Healthcare of Ontario Pension Plan, Koch Industries, and Learn Capital as well as several other leading institutional investors Pace expects to effect Nerdy's public listing with an expected market cap of $1,702 million and target net cash of approximately $297 million¹ Represents an attractive entry multiple of 7.1x projected 2022 Revenue of $198 million Transaction combines a strong entrepreneurial team and best-in-class operations with a fully funded balance sheet in an industry that is rapidly shifting online Note: Projections are TPG Pace estimates. With respect to projections, see page 2 "Use of Projections" under "Important Information". 1. Market cap assumes $10/share price. Target net cash assumes no redemptions by SPAC holders in business combination. See slide 41 for more information. Nerdy is a leading direct-to-consumer internet platform for live, online instruction and a leading gig economy platform purpose-built for teaching and learning 5 STPG nerdy PACE TECH OPPORTUNITIES Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021
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