ChargePoint SPAC Presentation Deck
Detailed Transaction Overview
$2.4B Enterprise Value | $225M PIPE
Transaction Highlights
Cash Sources
Valuation
Capital Structure
+ Switchback has -$317M in cash held in the
trust account
+ PIPE size of $225M
+ $2.4B EV with strong balance sheet
+ Attractive valuation versus EV ecosystem
+-$650M in cash on balance sheet (assuming
no redemptions) to fund growth and expansion
Pro Forma Ownership
at $10.00/ Share (2)
PIPE Investors
7.4%
SBE Investors
10.3%
Founders' Shares
2.0 %
Existing ChargePoint
Shareholders
80.4%
Sources
SBE Shares (1)
OSBE Cash in Trust
PIPE
Total Sources
Cash and Cash Equivalents (from de-SPAC)
(+) ChargePoint Cash on Balance Sheet
Net Cash
Equity Value
Enterprise Value
Ownership Breakdown
Existing ChargePoint Shareholders (1)
SBE Investors
PIPE Investors
Sources and Uses
$M
$ 2,450
317
225
$ 2,992
Uses
Equity Consideration to ChargePoint Shareholders
Cash to Balance Sheet
Debt Repayment
Transaction Fees
Total Uses
Pro Forma Capitalization
-chargepoin+
Pro Forma Ownership
Shares
(M)
245.0
31.4
22.5
6.0
304.9
$M
$ 2,450
458
35
49
$ 2,992
$ 458
190
$ 648
$ 3,049
$ 2,401
%
80.4 %
10.3
7.4
2.0
100.0 %
Founders' Shares (3)
Equity Ownership
(1) Equity value to ChargePoint's existing shareholders is calculated as 245.0 million Switchback shares, using a $10.00 pro forma share price, on a fully diluted basis (excluding unvested options and restricted stock, and assuming a net share settlement calculation for ChargePoint's outstanding
warrants and vested options). Certain ChargePoint equityholders also will receive an earnout at the closing of the transaction for shares that will vest upon the occurrence of certain triggers, including three separate share price achievements (9.0 million shares would be payable based on
achievement of each of $15.00, $20.00, and $30.00 weighted average closing sale prices over a period of at least 10 days within any 20 consecutive trading day period in the 5 years following closing). At closing, Switchback will issue approximately 211.8 million shares and will assume (a)
warrants to acquire approximately 39.2 million shares of its common stock, with a weighted average purchase price of $6.74, (b) approximately 21.6 million vested options, with a weighted average exercise price of $0.61 and (c) approximately 18.2 million unvested equity awards, with a weighted
average exercise price of $0.72.
(2) Pro forma ownership structure based on PIPE of $225 million, assuming no redemptions. Excludes public and private warrants and ChargePoint unvested equity awards and restricted stock.
(3) Excludes 900 thousand founders' shares subject to earnout based on achievement of $12.00 price per share over a period of at least 10 days within any 20 consecutive trading day period within 5 years of the closing of the transaction.
Ⓒ2020 ChargePoint, Inc.
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