Cyxtera SPAC Presentation Deck slide image

Cyxtera SPAC Presentation Deck

Transaction Summary & Timing Capital Structure Governance Equity Alignment Other Timing Cyxtera ● ● ● ● ● ● $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% 45
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