Paysafe SPAC Presentation Deck
Note:
(1)
(2)
(3)
(4)
Transaction Overview
Foley Trasimene, Blackstone, and CVC partnering to drive value
(8)
Pro Forma Equity Value
Pro Forma Net Debt
Pro Forma Enterprise Value
Pro forma valuation ($ in mm)
$1,663
$140
min.
+13% growth
$1,523
(3)
2021E
Organic
Revenue (4)
Pro Forma Net Leverage / 2021E Organic Adj. EBITDA
* PIPE investment of $2.0 billion includes at least a $350 million investment from
Cannae Holdings, Inc. (5) and an expected $500 million investment from Fidelity
National Title and Chicago Title Insurance Co. (6)
Potential Upside with Foley Transformation
I
I
$1,8721
~
$46 min.
$140
min.
$1,686
2022E
I
Pro forma
multiples:
Organic
Adj. EBITDA(4)
$561
$60 min.
(3)(4)
$501
2021E
16x
$7,195
Pro forma upside
opportunity(7)
1,805
120+ bps Organic Adj. EBITDA(4)
margin expansion
+17% growth
$9,000
3.6x
$655
$15 min.
$60 min.
$580
2022E
14x
($ in millions)
Sources (excl. founder shares)
SPAC Cash in Trust (¹)
Forward purchase agreement
PIPE investment
U.S. ¡Gaming expansion (8)
*
(PIPE investment excl. CNNE(5), FNT and CTI (6): $1,150)
Existing Paysafe shareholders rollover equity
Total sources
Significan
upside
through
transformation
opportunity
Uses (excl. founder shares)
Debt paydown
Cash consideration to existing Paysafe shareholders
Existing Paysafe shareholders rollover equity
Estimated fees and expenses (2)
Total uses
Pro Forma Ownership(¹)
SPAC and
CNNE FPA
22.5%
PIPE Shareholders
27.8%
Foley
Trasimene
4.0%
Paysafe:
Represents transaction values at $10.00 per share price. Excludes dilution from 74.8 million public and private placement warrants struck at $11.50. No incremental earnout shares to be granted to selling shareholders.
Assumes no redemptions. Excludes 8.0 million forfeited founder shares (~22% of initial founder shares).
$1,467
150
2,000
3,291
$6,908
$1,117
2,323
3,291
176
$6,908
Blackstone, CVC,
and other
shareholders
45.7%
Includes deferred underwriting fees, PIPE placement fees, and other fees and expenses.
Expected pro forma net debt as of 12/31/20E. This excludes the drawn amounts of a local $50m Credit Facility held in the US outside the Group's Senior Credit Facility. For Senior Credit Facility reporting purposes, the Company includes
the drawn amount of this facility in deriving its "Total Secured Net Leverage Ratio" and "Total Net Leverage Ratio". The nature of the facility is to draw on the facility daily and to prefund daily interchange and acts as a source of working
capital. The expected outstanding balance as at 12/31/20E is $45m.
See slide 49 for additional information regarding this non-GAAP measure.
Investment to come from Cannae Holdings, Inc., Trasimene Capital FT, LP II, or an affiliate of Trasimene Capital FT, LP II.
Investment to come from Fidelity National Title and Chicago Title Insurance Co.
Represents upside impact to base plan '21E - '22E Organic Adj. EBITDA and Organic Revenue giving pro forma effect to cost savings and revenue opportunities if and when realized in future periods.
Represents upside impact to base plan '22E Organic Adj. EBITDA and Organic Revenue giving pro forma effect to growth in U.S. iGaming market volume if and when it occurs.
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