Investor Presentaiton
(1)
(2)
Transaction Overview
C
DD3
www
Acquisition Corp. II
Key Transaction Terms
■ DD3 Acquisition Corp. II (Nasdaq: DDMX, "DD3") has entered into a definitive
agreement to combine with Codere Online
Alongside DD3's $125mm cash in trust(¹), a PIPE commitment of $67mm has
been secured, provided by Baron Funds, MG Capital, Larrain Vial and DD3
Capital Partners
Existing Codere Online management to continue operating the business and
Codere Group to maintain majority ownership post-transaction
■ Proceeds to be used to fund marketing expenditure, technology platform
improvements and new market entry costs
Pro Forma Valuation (¹) ($MM)
Sources and Uses (1) ($MM)
Sources
SPAC Cash in Trust
Uses
$125
Cash to Balance Sheet
$144
Sellers' Rollover Equity
270
Sellers' Rollover Equity
270
67
Cash to Codere Group
50
30
Transaction Fees
18
PIPE
Total Sources
$462
Total Uses
Pro Forma Post Money Ownership(1)(2)
$462
2022E
2023E
(in millions)
Net Gaming Revenue
$152
$203
Post-Money TEV / Net Gaming Revenue
2.3x
1.7x
Codere Group
Price Per Share
$10.00
Public Shares
(x) Pro Forma Shares Outstanding
49.7
Post-Money Equity Value
$497
PIPE Shares
(+) Debt
(-) Cash
Post-Money TEV
(144)
$353
Total Shares
Shares
7.0%
27.0
13.5%
12.5
54.3%
6.7
25.1%
Founder Shares / Private Shares
3.5
Assumes no redemptions by public shareholders, redemption of up to $30mm of Codere Online shares owned by Codere Group, and expenses of up to $18mm in connection with the transaction.
Does not reflect beneficial ownership.
49.7
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