BuzzFeed SPAC Presentation Deck
BuzzFeed
Total Sources
$ and share data (except share price) in millions
Sources
Existing BuzzFeed Shareholders Equity Rollover
SPAC Cash in Trust
Cash from Target Balance Sheet(¹)
Convertible Note
Sources & Uses / Pro Forma Valuation
Estimated Sources & Uses
Uses
Existing BuzzFeed Shareholders Equity Rollover
Common Stock Issued to Complex
Cash Payment to Complex
Cash to Balance Sheet
(1)
(2)
$1,335
$288
$154
$150
$1,926
Illustrative Pro Forma Valuation
Illustrative Share Price
Pro forma shares outstanding
Equity Value
Plus: Debt(2)
Less: Cash
Enterprise Value
$1,235
$100
$200
$356
Payment of Transaction Expenses
$35
$1,926
Complex Shareholders
Total Uses
Note: Amounts presented on this slide assume no redemptions from the trust account. Amounts also exclude (i) outstanding unvested equity awards rolling over in the Transaction, (ii) the impact of
any equity awards issued at or after the closing of the Transaction, (iii) the dilutive impact of 9.842M SPAC warrants with a strike price of $11.50 per share, and (iv) potential future conversion of the
$150M of Convertible Notes. Values subject to rounding.
$154 million cash balance as of May 31, 2021, $5 million of which represents the breakup fee held in escrow pending the closing of the Complex acquisition.
Debt balance consists of $35.1 million of debt from the Company balance sheet as of May 31, 2021, including $15.5 million in outstanding Letters of Credit issued by Capital One, N.A. and $19.6
million of revolving credit loans drawn down from White Oak along with the 5-Year Unsecured $150 million Convertible Note bearing a coupon rate of 7.00% and a conversion price of $12.50
Illustrative Pro Forma Ownership
Existing BuzzFeed Shareholders Equity Rollover
SPAC Sponsor Shares
SPAC Public Shareholders
72.5%
$10.00
170.165
$1,702
$185
$356
$1,530
5.9%
4.7%
16.9%
STRICTLY PRIVATE AND CONFIDENTIAL
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