Investor Presentaiton
FINANCIAL SUMMARY
Transaction overview
TRANSACTION HIGHLIGHTS1
Total upfront estimated equity consideration of $1.591M
100% share consideration (159.1M shares at $10 per
share)
$225M PIPE financing and $120M in funds held in escrow
Ceres to assume $348M in debt from Parallel
$165.4M in Senior Secured Notes
$150.0M in Junior Notes³
$32.5M in Promissory Notes
Transaction expected to close in H1 2021, subject to regulatory
and securityholder approvals
PRO FORMA EQUITY OWNERSHIP¹,4 (%) PRO FORMA VOTING RIGHTS 1,4 (%)
PRO FORMA CAPITALIZATION1
(US$ millions)
F.D. Shares Outstanding²
Share Price
Equity Value
Add: Debt
Less: Cash
Enterprise Value
Trading Metrics
TEV / Net Revenue
Net Revenue
TEV / Adj. EBITDA
Adj. EBITDA
SOURCES & USES¹
PIPE
11%
Class A
(Ceres IPO)
6%
Class A
(Ceres IPO)
3%
(US$ millions)
Sources
Founders
1%
Funds in Escrow Post Redemptions
Founders
2%
PIPE
6%
Parallel
81%
196.6
$10.00
$1,966
$348
($430)
$1,884
2021 E
2022E
4.2x
2.4x
$447
$785
18.5x
7.1x
$102
$264
$120
Shares Issued to Parallel
$1,591
PIPE Proceeds
$225
Parallel & Ceres Cash on Hand
$102
Total Sources
$2,038
Uses
Parallel
90%
Total Purchase Price Paid in Equity
Transaction Costs and Other Expenses
Remaining Working Capital
Total Uses
$1,591
$17
$430
$2,038
Note: Transaction assumes no redemptions. 1. See "Forward-Looking Statements" disclaimer on pages 3-4. 2. Fully diluted share count of 196.6M includes 12.0M Class A Ceres Shares (IPO), 3.0M Class B Ceres Shares (Founders Shares), 146.4M Class A Shares
(Parallel), 12.7M Class B Shares, 22.5M PIPE Shares, and Parallel RSUs, options and warrants to be exchanged for equivalent securities in Ceres. Excludes OTM Warrants (6.0M Class A Warrants and 4.1M Sponsor Warrants with an exercise price of $11.50 per
Warrant) and Management Equity Incentive Plan. 3. The refinancing of $150M in Junior Notes is a closing condition to the Transaction. 4. Parallel includes both Class A and Class B shares, Class B shares are unlisted super-voting shares with 15 votes each, Founders
shares remain subject to lock-ups from the IPO prospectus, shares issued to entities affiliated with the Wrigley family are subject to lock-ups releasing 33.3% 6 months, 12 months, and 18 months after close. 5. Ceres cash on hand as of September 30, 2020; Parallel
cash on hand as of December 31, 2020 plus proceeds from recent fundraising.
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