Elms SPAC Presentation Deck slide image

Elms SPAC Presentation Deck

Case Study: Forum Merger I / ConvergeOne H ConvergeOne FORUM MERGER CORPORATION Company Overview ConvergeOne is a leading IT services provider of collaboration and technology solutions for large and medium enterprises Approximately 90%+ services renewal rate for Managed, Cloud and Maintenance (MC&M) 9,000+ customers and 2,700+ employees Experienced management team with 25+ years of industry experience including public company experience Transaction Overview $1.3 billion enterprise value representing ~8.3x 2018E adj. EBITDA vs. median comparable valuations >10.0x Transaction funded through combination of newly issued Forum shares and cash including $144 million raised from common stock private placement ("PIPE") from institutional investors Pre-existing ConvergeOne stockholders led by PE Sponsor Clearlake Capital ("Sellers") retained approximately 55% at closing Sellers and Forum Management had the potential to receive earnouts if certain criteria were met PF adj. EBITDA targets were $144 million, $155 million and $165 million in 2018, 2019 and 2020, respectively Earnout consisted of 9.9 million shares and $99 million in cash, of which 100% had been earned by 9/30/18 Earnout included catch up payments for prior earnouts if the later earnouts were achieved ConvergeOne was acquired for $1.8 billion by CVC Capital nine months after the merger, or $12.50 per share, netting a return of 43.5% to investors who purchased units in Forum I's IPO (²) (https://www.sec.gov/Archives/edgar/data/1697152/000119312518158306/d583890dex991.htm). (2) Based on share purchased for $12.50, right for 1/10th share worth $1.25 and ½ warrant tendered for $0.60 in Forum I's warrant tender. 45 ($ in millions) Revenue Adj. EBITDA margin ■ $59 $492 2014 $70 $601 2015 Note: Adj. EBITDA margin is a non-GAAP metric. (1) Source: ConvergeOne website (https://investor.convergeone.com/home/default.aspx) and Forum Merger/ConvergeOne SEC filings. 2018E Revenue and EBITDA represents midpoint of ConvergeOne's 2018 financial expectations Financial Overview (¹) $88 $816 2016 Investment Thesis $139 $919 Industry with a large and growing total addressable market H Company with history of growth and recurring revenue model 1 Company with large cap and deeply entrenched clients Able to utilize company as a platform for future mergers and acquisitions Significant retained ownership by seller 2017 ELMS ELECTRIC LAST MILE SOLUTIONS $160 $1,500 2018E
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