Allwyn Investor Presentation Deck slide image

Allwyn Investor Presentation Deck

Pro forma valuation and transaction highlights Illustrative share price (x) PF shares outstanding PF equity value PF Valuation at $10.00 / Share (+) Existing Adj. net debt (YE-21A)¹ PF Total Enterprise Value (TEV) At Deal - PF TEV / 2023E Adj. EBITDA PF TEV / 2023E Adj. EBITDA (SPAC/PIPE Investors)² Implied PF Adj. net debt / 2022E Adj. EBITDA Implied PF Adj. net debt / 2023E Adj. EBITDA 2) 32 3 ($mm) 10.00 800.8 8,008 1,553 9,561 11.0x 10.3x 2.0x 1.8x (€mm) 9.43 800.8 7,555 1,466 9,020 11.0x 10.3x 2.0x 1.8x Key transaction highlights ✔ Expected ~$9.6bn / ~€9.0bn Total Enterprise Value at deal - ~11.0x EV / 2023E Adj. EBITDA ✔ Total Value on a discounted basis for SPAC/ PIPE investors - ~10.3x EV / 2023E Adj. EBITDA² ✔ Expected bonus pool of 6.6mm common shares for non- redeeming Cohn Robbins shareholders² ✔ Existing Allwyn shareholders expected to be awarded common shares subject to earn-out³ ✔ Expected pro forma ownership:2, 4 Existing Allwyn shareholders: Cohn Robbins public shareholders: PIPE shareholders: Cohn Robbins sponsor: 83% 11% 5% 1% ✔✔ KKCG, the majority shareholder of Allwyn, is expected to hold multiple-voting shares including customary sunset provisions The transaction is expected to close in Q3-22 ✔ Note: Assumes no redemptions from Cohn Robbins SPAC Trust and assumes $353mm common PIPE proceeds; EUR:USD spot rate of 1.06 applied, sourced from CapIQ, as of 20-May-22; Adj. net debt as of Dec-21A, includes €322mm of convertible notes expected to be outstanding at transaction close, pro forma for OPAP stake increase and acquisition of Betano in Q2-22. Excludes impact of expected free cash flow and a €170 mm one time dividend prior to closing. Forecast financials for Allwyn are presented on a pro rata basis and sourced from management estimates (subject to material change). Cohn Robbins cash in trust as of 31-March-22 Includes €322mm of convertible notes expected to be outstanding at transaction close Includes impact from expected bonus pools for non-redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non-redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio 15.0mm of earnout shares to vest at $12.00 share price and 15.0mm to vest at $14.00 Excludes impact from expected 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects 16% Founder Share forfeiture. Excludes Cohn Robbins SPAC public and private warrants J allwyn
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