Nerdy SPAC Presentation Deck
Transaction Summary
TPG
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PACE
TECH OPPORTUNITIES
NYSE: PACE
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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
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STPG nerdy
PACE
TECH OPPORTUNITIES
Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021View entire presentation