Nerdy Investor Presentation Deck
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Sources & Uses / Pro-Forma Valuation
Sources & Uses (Illustrative)
Sources
Existing Nerdy Shareholders Equity Rollover¹
SPAC Cash in Trust²
Forward Purchase Agreements
PIPE
Sponsor Shares³
Total Sources
Uses
Existing Nerdy Shareholders Equity Rollover¹
Cash to Nerdy Shareholders²
Repayment of Outstanding Debt
Cash to Balance Sheet²
Sponsor Shares
Fees and Expenses
Total Uses
$MM
$862
450
150
150
90
$1,702
$MM
$862
388
52
255
90
55
$1,702
%
51%
26%
9%
9%
5%
100%
%
51%
23%
3%
15%
5%
3%
100%
Post-Transaction Ownership (Illustrative)
PIPE Investors 5%
9%
FPA Investors
9%
SPAC IPO
26%
Sponsor
Illustrative Share Price
1,4,5
Shares Outstanding"
Equity Value
Net Cash Balance²
Total Enterprise Value
TEV / 2022F Revenue
Post-Transaction Valuation (Illustrative)
Existing Nerdy
Shareholders
51%¹
Includes unvested employee options and equity awards.
Assumes no redemptions by SPAC shareholders. Cash to Nerdy shareholders subject to adjustments.
Includes sponsor shares forfeited to FPA investors.
Other outstanding instruments from PACE.U IPO and FPA: 12 million warrants for 12 million shares at $11.50 per share; 7.3 million private warrants for 7.3 million shares at $11.50 per share, 4 million Seller Earnout shares, and 4 million Sponsor Earnout shares.
Existing Nerdy Shareholder and Sponsor to each receive up to 4 million earn-out shares that vest based off stock price hurdles between $12 and $16 per share over 5 years. Please see slide 41 "Illustrative Fully-Diluted Share Count" for more details.
$MM
$10.00
170.2
$1,702
(297)
$1,405
7.1x
34
TPG nerdy
PACE
TECH OPPORTUNITIES
Ⓒ Nerdy / TPG Pace Tech Opportunities Corp. 2021View entire presentation