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
2018EView entire presentation