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.
37View entire presentation