EVE SPAC Presentation Deck
Transaction Overview
Business Combination Details
Embraer transfer of UAM Business to EVE UAM, LLC
("Eve"), with a commitment to provide certain services
to Eve following the transaction
Exchange of Eve units to Zanite for 220M shares of
Zanite common stock
Eve will become a wholly owned subsidiary of Zanite,
which will change its name to Eve Holding, Inc. at close
and be listed on the NYSE under the symbol "EVEX"
Expected to close in Q2 2022
7 person board (4 independent)
Embraer governance:
●
Ordinary 1:1 voting rights
Consent right for major corporate changes (¹)
Valuation
Anticipated pro forma enterprise
value of $2.4B
Implied valuation multiples:
1.3x 2028E revenue
8.5x 2028E EBITDA
●
Provides investors with an attractive
entry point based on non-binding
pipeline and peer group multiples
Strategic PIPE Investors
AZORRA
FALKO
BAE SYSTEMS
*
Republic
Airways
ROLLS
bradesco
RSKYWEST
ROYCE
INCORPORATED
Capital Structure
Expected to be funded by $237M cash in trust (assuming
no redemptions) and net proceeds from a $305M PIPE
resulting in estimated pro forma net cash of $512M (2)
PIPE consists of:
●
●
Anticipated pro forma ownership: (3)
77.3% Embraer / Eve rollover (4)
10.6% PIPE investors
●
.
$175M from Embraer
$25M from Zanite Sponsor
$105M from other investors
●
8.0% Zanite public shareholders
2.2% Strategic partner warrants
2.0% Zanite founder shares (5)
Note: Transaction terms are subject to change.
(1) Major corporate changes include a sale, dissolution, relocation, name change, change in the size of the board or any action that would materially adversely affect any approval right to which Embraer is entitled. Embraer's consent right is
retained so long as Embraer's ownership remains at or above 35%.
(2) Comprised of $237M cash in trust (excluding any redemptions by Zanite public shareholders), $305M in PIPE proceeds and $5M of estimated Company net cash Closing, minus $35M in estimated transaction expenses. Eve's funding
expectations are subject to change based on a variety of factors, including shareholder redemptions and greater than expected losses.
(3) Based on Eve's 288.4M fully-diluted pro forma shares outstanding under the treasury stock method including: (i) 2.9M initial equity incentive shares granted to Eve employees at closing; and (ii) 6.3M shares issuable upon the exercise of
strategic partner penny warrants granted and vested at closing and subject to lock-ups of three to five years; and excluding: (i) 7.9M shares issuable upon the exercise of strategic partner penny warrants subject to milestone-based vesting; (ii)
17.0M shares issuable upon the exercise of strategic partner warrants with a $13.97 weighted average exercise price granted and vested at closing; (iii) 14.3M shares issuable upon the exercise of Zanite private placement warrants with an $11.50
exercise price vested at closing and subject to a three year lockup; (iv) 11.5M shares issuable upon the exercise of Zanite public warrants with an $11.50 exercise price vested at closing; and (v) any redemptions by Zanite public shareholders.
(4) Embraer / Eve rollover line excludes Embraer's committed $175M investment in the PIPE, which is included in the PIPE investors ownership line. Embraer is expected to have 82.3% pro forma ownership including its PIPE investment.
(5) Zanite founder shares line excludes Zanite Sponsor's committed $25M investment in the PIPE, which is included in the PIPE investors ownership line. Zanite Sponsor is expected to have 2.9% pro forma ownership including its PIPE investment.
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