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
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