Tempo SPAC Presentation Deck slide image

Tempo SPAC Presentation Deck

Detailed Transaction Overview SOURCES AND USES ($ IN MILLIONS) SOURCES ACE Cash in Trust PIPE-Common Equity PIPE Convertible Debt Structural Capital Senior Term Debt, net proceeds¹ Shareholder Rollover Equity2,3 Total Sources USES Equity Consideration Equity to Shareholders2,3 Cash at Close Cash to AC & Whizz Shareholders Transaction Expenses Cash to Balance Sheet Total Uses $ AMOUNT $230 82 25 54 549 $940 $ AMOUNT $549 $281 45 65 $940 Note: Assumes no redemption by public shareholders in connection with the transactions and Tempo's balance sheet as of June 30, 2021. 1 Net of existing debt restructuring and associated make-whole premium. PRO FORMA CAPITALIZATION 2,3,4 ($ IN MILLIONS, EXCEPT SHARE PRICE) Share Price PF Shares Outstanding PF EQUITY VALUE (+) PF Debt (-) PF Cash PRO FORMA FIRM VALUE PRO FORMA OWNERSHIP 5,6,7 25% SPAC IPO INVESTORS 50% TEMPO EXISTING SHAREHOLDERS • 6 Reflects 46.1M Tempo existing equity holders shares, 23.0M SPAC IPO shares, 8.2M PIPE Investor shares, 7.0M AC equity holders shares, 5.8M SPAC sponsor shares, 1.8M Whizz equity holders shares. 7 Excludes participation in PIPE by existing Tempo shareholders and SPAC Sponsor. $10.00 91.9 2 Includes Tempo, AC and Whizz shareholders. Excludes shares from a contemplated long-term incentive plan (LTIP) and employee stock purchase plan (ESPP). 3 Excludes earnout shares to be issued to Tempo, AC and Whizz shareholders. 7.5M earnout shares to be issued to existing Tempo shareholders subject to vest in three equal tranches at price thresholds of $12.50, $15.00 and $18.00 per share, respectively; 2.4M earnout shares to be issued to AC shareholders subject to price threshold of $12.50; maximum of 1.0M earnout shares to be issued to Whizz shareholders subject to price threshold of $11.50 and certain net revenue and gross margin targets. Certain earnout provisions may be settled in cash or shares at Tempo's option. 4 Pro forma capitalization includes $0.5M existing Tempo net debt balance as of June 30, 2021, $57M New Structural Capital senior term debt (incremental principal, net of debt restructuring), $25M new convertible debt, and $65M incremental cash to balance sheet. 5 Assumes $10.00 share price and no redemptions from public shareholders. $919 115 (98) $936 9% PIPE INVESTORS 8% ACI SHAREHOLDERS 6% SPONSOR PROMOTE 2% WHIZZ SHAREHOLDERS OCTOBER 2021 36 STRICTLY PRIVATE & CONFIDENTIAL
View entire presentation