SatixFy SPAC Presentation Deck
Transaction Overview
Transaction Structure
Endurance Acquisition Corp. to merge with SatixFy at a pro-form a Enterprise Value of $632mm
(7.2x 2023E Revenue)
$29mm PIPE Units consisting of 1 ordinary Share and ½ a Warrant(1)
PIPE includes non-dilutive downside protection to $6.50 pershare via a share transfer from SPAC
Sponsor and SatixFy Rollover Equity
■
Downside protection measured based on average VWAP during the 30 days preceding the
period that is 60 days post effectiveness of the registration statement
Founders and existing shareholders to maintain ~65% pro-forma ownership and have opportunity to
receive up to 27 million additional shares based upon share price performance, and SPAC sponsor
has opportunity to earn up to 0.5 million additional share based upon share price performance
Transaction is assumed to result in $236mm to cash on the balance sheet
Sources & Uses
Total Sources
SPAC Cash in Trust
PIPE Investment
SatixFy Rollover Equity
Francisco Partners Term Loan
Francisco Partners Equity Fee
Total Sources
(2)
Total Uses
SatixFy Rollover Equity
Cash to Balance Sheet / Primary Proceeds
Illustrative Fees & Expenses (3)
Francisco Partners Equity Fee
Existing Debt Repayment
Total Uses
SatixFy
$ in mm
$201
29
526
55
8
$819
$ in mm
$526
236
30
8
19
$819
Pro Forma Capitalization and Ownership (4)
Pro Forma Capitalization ($mm except share price and share count)
Share Price
PF Shares Outstanding (mm)
Equity Value
(5)
Plus: Debt
Less: Cash to Balance Sheet
Enterprise Value
SPAC Public Shares
24.6%
Francisco Partners Equity (⁹)
1.0%
PIPE Investor Shares
3.6%
SatixFy Roll-Over (6)
64.7%
$10.00
81.3
$813
55
(236)
$632
SPAC Founder Shares(7)
6.1%
Note: The Company has put in place $75mm of committed equity facility.
1. Warrants are 5 years, $11.50 strike price (pari pas su with and having the same terms as the detachable Redeemable Warrants from the IPO Units). 2. Assumes no redemptions by SPAC shareholders. 3. Illustrative transaction
fees and expenses for both SPAC and Company, including the $55mm term loan from Francisco Partners and a $25mm incremental backstop loan, deferred underwriting fee, PIPE fee and advisory/legal/other fees. 4. Excludes
public and private placement SPAC warrants. 5. Assumes $19mm of existing debt repaid with proceeds from $55mm in Francisco Partners debt. 6. Ownership percentage is calculated on a fully diluted basis (including vested
and unvested warrants and equity options utilizing the treasury stock method). Excludes 27.5mm in price adjustment shares and the new equity incentive plan. 7. Assumes (i) no forfeiture in connection with redemptions as
described herein and (ii) excludes any additional shares that may vestupon achievement of share price performance targets as described herein. 8. ~0.8 million of shares issued to Francisco Partners as equity fee for funding of
the loans.View entire presentation