S2P Case Study
Transaction summary
Pro forma capitalization (at $10.00 per share)³
Transaction highlights
Pro forma enterprise value of $1.2bn
■ 2022E revenue multiple of 8.1x
Corcentric shareholders to receive $1,013mm
$893mm in rollover equity and $120mm in secondary proceeds
$50mm PIPE investment into Corcentric in connection with the merger
+ Corcentric to receive $30mm in primary proceeds to fund growth¹
+ North Mountain Merger Corp. to receive 1 of 7 board seats
($mm)
Implied Pro Forma Equity Value³
Pro Forma Debt4
Pro Forma Cash4
Pro Forma Enterprise Value
Sources
($mm)
Corcentric Rollover Equity
NMMC Cash in Trust¹
PIPE Proceeds
Total Sources
Uses
($mm)
Corcentric Rollover Equity
Secondary Proceeds
Cash to Balance Sheet
Estimated Transaction Expenses²
Total Uses
$893
$132
$50
$1,075
$893
$120
$30
$32
$1,075
Pro forma ownership at closing5
12.0%
NMMC Public
Shareholders
81.1%
4.5%
2.4%
$1,101
$146
($48)
$1,200
corcentric
Note: Transaction assumes a $50mm PIPE at $10.00, no redemptions by NMMC public shareholders, $30mm cash to the balance sheet, and $120mm cash to existing Corcentric shareholders; Corcentric has a unilateral $150mm minimum
cash condition, net of SPAC acquirer fees. The minimum cash condition may be reduced to $125mm net of SPAC acquirer fees with the consent of Corcentric; Figures may not sum due to rounding; (1) Assumes no redemptions by NMMC
public shareholders; (2) Illustrative transaction fees and expenses for both SPAC and target; (3) Includes 89.3mm Corcentric shares, 13.2mm NMMC common shares, 5.0mm PIPE shares, and 2.6mm NMMC sponsor shares (excludes 2.1mm
NMMC sponsor shares subject to price vesting conditions); Excludes tranches subject to time triggers and early price releases (4) Includes Corcentric existing cash of $18mm and existing debt of $146mm as of 6/30/2021; (5) Assumes $10.00
per share; Excludes the dilutive impact of NMMC public warrants, Corcentric earnout, founder share earnout, and the new, to-be-established equity incentive plan; 4.7mm SPAC sponsor shares are issued and outstanding immediately post
Closing, including exchanged warrant shares; Excludes 2.1mm founder shares subject to earnout, vesting ratably at $12.50 per share and $15.00 per share; Excludes tranches subject to time triggers and early price releases
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