Allwyn SPAC
Cohn Robbins' View on Value
Cohn Robbins believes that Allwyn is undervalued at the 11.5x 2022E Adj. EBITDA deal multiple and that the transaction presents an attractive entry point for investors relative to what Cohn Robbins believes
are Allwyn's core lottery peers
Primary comp FDJ trades at 13.4x 2022E Adj. EBITDA¹, and Tabcorp Lottery segment is valued at 17.8x 2022E Adj. EBITDA based on equity research SOTP valuation²
Cohn Robbins' investment thesis is based on Allwyn's scalable lottery platform with significant barriers to entry, the resiliency of the business model with high margins and free cash flow conversion and the
potential future top line growth borne out of the digital transformation of lottery
Cohn Robbins' view of value for Allwyn does not incorporate potential upside from ongoing UK tender process or further international expansion
●
Illustrative Price per Share at Different Multiples
Growth Implied Multiples
Firm Value
●
1)
2)
3)
4)
Discounted³
10.8x
6
39 5)
6)
7)
0.6x
$8,719
$7,415
800.8
$9.26
At-Deal4
11.5x
0.6x
$9,312
$8,008
800.8
$10.00
FV / 2022E EBITDA
13.0x
0.7x
$10,527
$9,223
804.0
$11.47
14.0x
0.7x
$11,337
$10,032
824.9
$12.16
Source: Company information, Press Releases,
Note: Assumes no redemptions from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7-Jan-22; Adj. net debt as of Dec-21E including €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; forecast financials for Allwyn are presented on a pro rata basis and sourced from management estimates (subject to material change)
Capital IQ as of 7-Jan-22
15.0x
Pro Forma Equity Value
Pro Forma Fully Diluted Shares Outstanding
Illustrative Share Price
Illustrative ROI @ various multiples
0.0%
8.0%
23.9%
31.4%
48.5%
Unlevered FCF Yield'
8.8%
8.3%
7.3%
6.8%
6.3%
5.9%
This table is for illustrative purposes only and is not a prediction of future performance or a guarantee of future results. Actual results may differ materially, as they involve known and unknown risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the future and are based on potentially inaccurate assumptions. Accordingly, you should not place undue reliance on this table, which speaks only as of the
date of this Presentation. Neither Cohn Robbins nor Allwyn undertakes any obligation to publicly revise this table to reflect circumstances or events after the date hereof or to reflect the occurrence of unanticipated events. You should,
however, review the disclaimer on slides 2 and 3 of this Presentation.
0.8x
$12,146
$10,842
827.5
$13.10
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
Based on pro rata Allwyn financials sourced from management estimates (subject to material change); includes the impact of expected bonus shares
Based on pro rata Allwyn financials sourced from management estimates (subject to material change); does not include the impact of expected bonus shares. 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.
Based on 19.2% 2019-2022E EBITDA CAGR
Reflects expected impact of shares underlying 42.2mm total Sponsor and SPAC public warrants net exercised into shares using TSM. Reflects expected impact from 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at
$12.00 / $14.00. Reflects expected 16% Founder Share forfeiture
2022E Free Flow Cash Yield calculated as (2022E Adj. EBITDA - capex) / PF TEV
16.0x
41.5%
0.8x
$12,956
$11,652
847.6
$13.75
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