Vivid Seats SPAC Presentation Deck
Illustrative Transaction Overview
Sources
SPAC Cash ($155m Held by Sponsor)
PIPE (incl. Sponsor Co-investment)
Equity Rollover
Total Sources
Uses
Sources & Uses
Cash to Seller
Cash to Pay Down Debt
Equity Rollover
First Lien Breakage Costs
Transaction Fees & Expenses
Total Uses
VIVIDSEATS.
(1)
(2)
(3)
(4)
Amount
$544
225
1,182
$1,951
Amount
$-
677
1,182
33
59
$1,951
%
28%
12%
61%
100%
%
0%
35%
61%
2%
3%
100%
Horizon Public
Shareholders
20%
PF Shares Outstanding (²)
Share Price
PF Equity Value
(+) PF Net Debt / (Cash)
PF Enterprise Value
PFEV/2022E Revenue
PF EV /2022E EBITDA
PF Net Debt/2022E EBITDA
PIPE
12%
Pro Forma Valuation
Sponsor (3)
Investment
8%
Particulars
Pro Forma Ownership Split
Existing
Shareholders
61%
($ in millions)
Amount
195.1
$10.00
$1,951
108
$2,059
4.5x
18.7x
1.0x
Note: Assumes no redemptions from SPAC investors; all potential redemptions backstopped via an affiliate of the Sponsor. Excludes impact of 13.0m warrants held by public and 11.7m warrants held by the Sponsor (includes
5.2m pursuant to IPO investment) struck at $11.50. Also excludes two tranches of 17.0m warrants each held by the Sponsor struck at $10.00 and $15.00 with a ten year term, respectively, and 6.0m warrants issued to the
selling shareholders, which will be struck ratably at $10.00 and $15.00, respectively
Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned in the trust
Includes 118.2m Vivid Seats rollover shares, 22.5m PIPE shares (including Sponsor co-investment), 15.6m Sponsor Shares (15.5m shares held by Sponsor in Horizon Acquisition Corp. and 50k shares issued to Sponsor
pursuant to the warrant exchange), and 38.9m SPAC shares (excluding 15.6m held by Sponsor)
Includes 15.5m shares held by Sponsor in Horizon Acquisition Corp. and 50k shares issued to Sponsor pursuant to the warrant exchange
All founder shares will be exchanged into new warrants and a nominal number of shares in order to ensure a tax-free exchange. Existing shareholders will be issued 6.0m warrants in Hoya Intermediate, LLC (the operating
company), which will be struck ratably at $10.00 and $15.00, respectively
Founder shares (13.6 million)
converted into warrants | 17.0
million struck at $10.00 and
17.0 million struck at $15.00;
with an additional 6.0 million
issued to selling shareholders
at same ratio (4)
29View entire presentation