Allwyn SPAC
Transaction summary
5
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• NYSE-listed SPAC with $828mm¹ cash in trust
Cash in trust supplemented by $353mm PIPE
Founders Gary D. Cohn and Clifton S. Robbins
("Founders")
●
R
COHN ROBBINS
HOLDINGS CORP
• Intends to effect a business combination with Allwyn²
Newly formed entity is expected to be listed on the NYSE
("PubCo")
• Transaction announced January 21, 2022 and expected to
close in Q2 2022
4)
5)
Note: Assumes no redemption from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7-Jan-22
1) Subject to potential redemptions
2)
3)
Allwyn represents the rebranded operations of Sazka Entertainment AG, which is the entity that will be subject to the business combination
Based on management estimates (subject to material change); adj. net debt as of Dec-21É. Includes €322mm of convertible notes expected to be
outstanding at transaction close. Excludes impact of expected free cash flow and a €170 mm one-time dividend prior to closing
Reflects average SotP valuation for Tabcorp Lottery and Keno segment published by two equity research brokers in Oct-21 sourced from Refinitiv;
Tabcorp FYE-Jun
Includes impact from expected bonus pools for non-redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined
incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non-redeeming shareholders is variable based on number of redemptions.
Shares underlying CRHC warrants expected to be adjusted by the same ratio
allwyn
Large, privately-owned multinational lottery business
Expected market cap for PubCo of ~$8.0bn /~€7.0bn;
represents entry multiple of 11.5x 2022E Adj. EBITDA of
$810mm / €710mm³
11.5x entry multiple is 1.9x - 6.3x discount to core
lottery peers FDJ and Tabcorp Lottery4
Bonus pool of 6.6mm shares to be issued to non-redeeming
SPAC shareholders, resulting in implied entry multiple of
~10.4x to ~10.8x5 projected 2022E Adj. EBITDA
Expected pro forma net debt / 2022E Adj. EBITDA
of ~1.6x³
Expected to further bolster Allwyn's growth plansView entire presentation