Investor Presentaiton
Detailed Transaction Overview
Pro-Forma Valuation
112.575
$10.00
$1,126
(325)
115
$915
Bridger Offers an
Attractive Valuation
without Requiring a
PIPE Investment or
Minimum Cash
Threshold
Valuation and Capital Structure
Fully diluted pro-forma enterprise value of $915 million
Transaction is expected to generate $325 million of cash
to the balance sheet (assuming no redemptions) which will
serve as dry powder for fleet expansion and proprietary
strategic investments
The 2023 growth plan is fully funded and not contingent on
any SPAC proceeds
■ Existing Bridger Shareholders are rolling 100% of their
existing equity (1)
Illustrative Pro-Forma Ownership (2)(3)(5)(7)(8)(9)(10)
JCIC Sponsor and
Independent Directors
7% (3)(7)(8)
Pro Forma Shares (1)(2)(3)(7)(8)
Assumed Share Price
Pro Forma Equity Value
Less: Net Cash Proceeds
Plus: Existing Net Debt (4)
Pro Forma Enterprise Value
JCIC Public
Shareholders
28% (2)(3)
Estimated Sources (1)
Cash in Trust (2)
349
Stock Consideration to Existing Bridger Shareholders (1)
725
Existing Bridger
Shareholders
65% (7)(9)(10)
Total Sources
$1,074
Estimated Uses
Stock Consideration to Existing Bridger Shareholders (1)
Estimated Fees & Expenses (6)
725
24
Cash to Balance Sheet
Total Uses
325
$1,074
Note: Share and $ amounts shown in millions, except for share price and ownership percentages
(1) Includes ~30.1 million shares in respect of Bridger's existing Series C shares (assumes conversion of outstanding balance prior to deSPAC of ~$331.1 million at a $11.00/share conversion price) and 39.3 million shares in respect of the other Bridger existing equityholders. (2) Assumes no redemptions and includes 34.5 million JCIC public shares but excludes the impact of 17.3 million outstanding out-of-
the-money JCIC public warrants (with exercise price of $11.50). (3) Excludes the impact of 9.4 million outstanding out-of-the-money JCIC sponsor warrants (with exercise price of $11.50). (4) Includes USDA debt of $36.0 million, plus bank debt of $25.0 million and Gallatin County Municipal Bond debt of $160.0 million less balance sheet cash of $106.0 million as of Q3 2022. (5) Percentages may not sum to
100% due to rounding. (6) Fees and expenses are subject to change and excludes $6.0 million deferred underwriting fees related to the JCIC initial public offering after the waiver by J.P. Morgan Securities LLC upon its resignation. (7) Subject to adjustment if (i) the amount in the JCIC trust account remaining after redemptions is less than $20 million and (ii) the aggregate transaction expenses of either
Bridger or Jack Creek, respectively, exceed $6.5 million. See footnote 1 on Slide 40 for additional information. (8) includes the 20% of JCIC's sponsor's shares subject to potential forfeiture based on a performance-based vesting schedule. (9) Includes additional pre-Closing equity grants to Bridger's management of up to 10% of the post-Closing outstanding shares, or 11.3 million shares assuming no
redemptions. (10) See footnote (5) on Slide 16.
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