Brivo SPAC Presentation Deck slide image

Brivo SPAC Presentation Deck

Transaction overview Proposed Transaction Terms Pro Forma Enterprise Value of $808mm, representing a transaction multiple of 7.3x 2022E revenues • 100% equity rollover from existing Brivo shareholders ● $276mm cash proceeds from SPAC(1) $75mm fully committed PIPE (subject to minimum cash requirements and other conditions) in the form of a Convertible Note $304mm cash proceeds to balance sheet to fund growth (2) Sources ($mm) Brivo Rollover Equity CPTK Cash in Trust(1) PIPE Investment (5) Existing cash on Balance Sheet(3) Total Sources Uses ($mm) Equity Consideration to Existing Investors Cash to Balance Sheet Cash to Repay Debt(3) Estimated Transaction Expenses Total Uses $715 276 75 2 $1,068 $715 304 16 33 $1,068 Note: Transaction structure, consideration and economics based on executed LOI. Assumes no CPTK shareholder redemptions from trust. Assumes no redemptions. Obrivo (2) Assumes no redemptions and conditions to the closing of the PIPE transaction are satisfied including satisfaction of a minimum cash condition. (3) Estimated as of October 2021. Pro Forma Valuation ($ in mm, except for per share price; shares in mm) Brivo Share Price Pro Forma Shares Outstanding (4) Equity Value Less: Assumed Pro Forma Cash Add: Structured PIPE (5) Enterprise Value $10.00 103.6 $1,036 (304) 75 $808 Pro Forma Ownership @ $10.00 per share SPAC Equity 26.6% Existing Shareholders 69.0% SPAC Sponsor 4.4% (4) Excludes (i) out-of-the-money warrants, (ii) unvested founder shares of 2.4mm, of which 1.2mm will vest at $13.00 per share and 1.2mm will vest at $15.00 per share, (iii) seller earn-out shares of 8.5mm, of which 4.25mm will vest at $13.00 per share and 4.25mm will vest at $15.00 per share. (5) Subject to minimum cash requirements and other conditions. 37
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