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 &
CONFIDENTIALView entire presentation