Cyxtera SPAC Presentation Deck
Transaction Summary & Timing
Capital
Structure
Governance
Equity
Alignment
Other
Timing
Cyxtera
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$404mm cash in trust, assuming no public shareholders exercise redemption rights
Up to $100mm Forward Purchase Agreement to offset redemptions, if any
Use of proceeds: Partially retire Company debt and provide incremental cash for growth, as well as to
pay transaction expenses
Closing pro form a First Lien Net Leverage and Net Leverage of 2.8x and 7.4x, respectively
Closing pro forma Contractual Net Leverage (1) and Financial Net Leverage (2) of 6.7x and 2.8x,
respectively
Further delevering expected in following years
Initial board to be comprised of Manuel D. Medina (Chair), Nelson Fonseca (CEO), Greg Waters
(Lead Independent), Jeff Smith (SVAC, Starboard), Raymond Svider (BC Partners), Fahim Ahmed
(BC Partners), John W. Diercksen, Michelle Felman and Melissa Hathaway
Lock-up of SVAC founder shares until the earlier of: (i) one year after completion of the business
combination, or (ii) the share price of the company exceeds $12.00 per share for a sustained period (³)
BC Partners, Medina Capital, and existing shareholders subject to same lock-up terms as Starboard
Company to be named Cyxtera Technologies, Inc. and will continue to report on a calendar basis
Reduced redemption risk from differentiated structure where SVAC Class A stockholders currently
hold 1/6 warrant, receive 1/6th warrant upon non-redemption, and receive a pro rata share of any
warrants not allocated following redemptions
Up to $75mm optional share purchase agreement to purchase stock of the combined company at
$10.00 per share for 6 months post-closing
• Target close mid-2021
Subject to customary closing conditions including SVAC shareholder and regulatory approvals
Sources & Uses ($ MM)
Cash in SVAC Trust Account
Proceeds of the PIPE Investment
Cyxtera Balance Sheet Cash
SVAC Balance Sheet Cash
Total Cash Sources
Retire Existing Cyxtera Debt
Transaction Expenses
Incremental Cash to Balance Sheet
Roll Cyxtera Balance Sheet Cash
Total Cash Uses
Pro Forma Valuation ($ MM)
'21 Adj. EBITDA
(x) Multiple
Fully Distributed Value
(-) Rolled Debt
(-) Cap Leases
(+) Cash
Post-Deal Equity Value
(1) Contractual Net Leverage reflects the GAAP calculation of capital lease obligations excluding payments resulting from Cyxtera's optional extension of leases; (2) Financial Net Leverage excludes capital lease obligations
(3) Defined as any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination.
Amount
Amount
$220
15.6x
$3,425
404
250
121
3
778
(888)
(952)
231
$1,816
456
50
151
121
778
% of Total
52%
32%
16%
0%
100%
% of Total
59%
6%
19%
16%
100%
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