System1 SPAC Presentation Deck
Transaction Overview
System1 Overview
SYSTEM
System1 is an omnichannel customer acquisition
platform, delivering high-intent customers to
advertisers and to their own subscription products.
In the large and growing digital advertising
market, System1 is poised for 20%+ organic
Revenue growth
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Assumes $400M of debt incurred at closing under $400M total commitment
Current majority owner of Systeml
Key Transaction Highlights
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Transaction represents $1.4 billion Enterprise Value
Transaction is attractively priced relative to comparable companies
trading multiples and operating metrics
Use of Proceeds include¹:
$250M to exiting private equity investor - Court Square
Capital Partners²
$213M to management & employees
$55M in transaction fees and expenses
$259M of cash to the balance sheet³
Management is fully committed to transaction and is rolling $668M
of equity value and will own 52% of the business post merger
CEO and Co-Founder is rolling 100% of his total equity stake
100% Backstop for potential future redemptions4
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Assumes zero redemptions
The $518 million of cash held in Trebia's trust account is backstopped for potential redemptions by Trebia public stockholders by a $200 million equity commitment
from Cannae, together with a portion of the $400 million BofA Securities debt commitment. These amounts in conjunction with the potential for management to roll
an additional $100 million of equity creates a 100% backstop against potential future redemptions.
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