Allwyn SPAC Presentation Deck
Pro forma valuation and transaction highlights
Illustrative share price
(x) PF shares outstanding
PF equity value
(+) Existing Adj. net debt (YE-21E)1¹
PF Total Enterprise Value (TEV)
At Deal - PF TEV /2022E Adj. EBITDA
PF TEV / 2022E Adj. EBITDA (SPAC/PIPE Investors)²
2022E Unlevered FCF Yield (SPAC/PIPE Investors)
Implied PF Adj. net debt/2021E Adj. EBITDA
Implied PF Adj. net debt/2022E Adj. EBITDA
30
PF valuation @ $10.00/Share
1)
2)
3)
4)
5)
2,4
($mm)
10.00
800.8
8,008
1,304
9,312
11.5x
10.8x
8.8%
2.1x
(€mm)
1.6x
8.77
800.8
7,024
1,144
8,169
11.5x
10.8x
8.8%
2.1x
Key transaction highlights
✔ Expected ~$9.3bn / ~€8.2bn Total Enterprise Value at deal - ~11.5x
EV / 2022E Adj. EBITDA
1.6x
✔ Expected ~$8.7bn / ~€7.6bn Total Enterprise Value on a discounted
basis for SPAC/PIPE investors - ~10.8x EV / 2022E Adj. EBITDA²
✔✔ Expected bonus pool of 6.6mm common shares for non-redeeming
Cohn Robbins shareholders and expected bonus pool of 2.8mm
common shares for PIPE shareholders²
✔✔ Existing Allwyn shareholders expected to be awarded 30.0mm
common shares subject to earn-out³
✔
✔
Note: Assumes no redemptions from Cohn Robbins SPAC Trust and assumes $353m common PIPE proceeds; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7-Jan-22; Adj. net debt as of Dec-21E; 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)
Expected pro forma ownership:2,5
Existing Allwyn shareholders:
Cohn Robbins public shareholders:
PIPE shareholders:
Cohn Robbins sponsor:
✔KKCG, the majority shareholder of Allwyn, is expected to hold
multiple-voting shares including customary sunset provisions
83%
11%
5%
1%
The transaction is expected to close in Q2-22
Includes €322mm of convertible notes expected to be outstanding at transaction close
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
15.0mm of earnout shares to vest at $12.00 share price and 15.0mm to vest at $14.00
2022E Free Flow Cash Yield calculated as (2022E Adj. EBITDA - capex) / PF TEV
Excludes impact from expected 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects 16% Founder Share forfeiture. Excludes Cohn Robbins SPAC public and private warrants
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