Bird SPAC Presentation Deck
Detailed transaction overview
$2.3B Enterprise Value | $160M PIPE
Transaction Highlights
Cash Sources
Valuation
Capital Structure
•
BIRD
Switchback II Corporation has ~$316M in cash
held in the trust account
PIPE size of $160M
~$2.3B EV with strong balance she
Attractive valuation versus other mobility &
logistics companies
"$667M in cash on balance sheet (assuming no
redemptions) to fund growth and expansion
Pro Forma Ownership
at $10.00/Share4
PIPE Investors
5.5%
SWBK
Investors
10.8 %
SPAC Sponsor
Shares
2.0 %
Existing Bird
Shareholders
81.8%
Sources
SWBK Shares
SWBK Cash in Trust
PIPE¹
Total Sources
$M
$ 2,400
316
160
$ 2,876
Ownership Breakdown
Existing Bird Shareholders²
SWBK Investors
PIPE Investors¹
SPAC Sponsor Shares³
Equity Ownership
Cash and Cash Equivalents (from de-SPAC)
(+) Bird Cash on Balance Sheet
Net Cash
Equity Value (Post-Money)
Enterprise Value
Uses
$M
Equity Consideration to Bird Shareholders2 $2,400
Cash to Balance Sheet
Transaction Fees
Total Uses
Pro Forma Capitalization
Pro Forma Ownership4
Note: Bird cash on balance sheet includes unrestricted and restricted cash as of YE2020 and adjusted for $208M of proceeds from convertible senior preferred equity financing and $8.8M of vehicle financing draw as of 30-Apr-2021
1. Assumes PIPE of $160.0M at $10.00 per share.
428
48
$ 2,876
$ 428
240
$ 667
$ 2,936
$2,268
Shares
(M)
240.0
31.6
%
81.8%
10.8
16.0
5.5
5.9
2.0
293.6 100.0 %
2. Equity value to Bird's existing shareholders is calculated as 240.0M Switchback II shares, using a $10.00 pro forma share price, on a fully diluted basis (excluding equity awards and restricted stock). Bird equity holders will also be entitled to receive an earnout following the closing of the transaction for
shares that will be issuable upon the occurrence of certain triggers, including three separate share price achievements (30 million shares total, 10 million at each threshold, would be payable based on achievement of each of $12.50, $20.00, and $30.00 weighted average sales prices over any 10 trading
days within any 20 consecutive trading day period in the 5 years following closing).
3. Excludes *1.98M SPAC sponsor shares subject to potential forfeiture, 50% of which are based on achievement of $12.50 price per share and remaining 50% based on $15.00 price per share, both over any 10 days within any 20 consecutive trading day period within 5 years of the closing of the transaction.
4. Pro forma ownership structure based on PIPE of $160M at $10.00 per share, assuming no redemptions by Switchback II shareholders. Excludes public and private SWBK warrants, existing Bird options/RSUS/warrants/restricted stock (7% of pro forma basic shares outstanding) and post-closing awards,
I
including management grants vesting over 4 years (2% of pro forma basic shares outstanding), and additional management grants issuable on the same triggers as the Bird equity holder earnout and vesting over 4 years (10% of pro forma basic shares outstanding).
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