ironSource SPAC Presentation Deck slide image

ironSource SPAC Presentation Deck

Proposed transaction summary Thoma Bravo Advantage ("TBA") is a publicly listed special purpose acquisition vehicle with $1 billion in trust TBA has agreed to combine with ironSource based on a $10 billion pre-money equity valuation Thoma Bravo is committed to a $300mm contribution to the proposed PIPE An affiliate of Thoma Bravo will backstop redemptions exceeding $150mm, or forfeit a portion of the 25mm sponsor shares pro-rata to the excess redemptions, subject to a $250mm cap Sponsor shares will be subject to a 12-month lock-up with limited releases post the 150-day point; ironSource shareholders will be subject to a 6-month lock-up ironSource will maintain post-closing a dual class stockholder structure with super-voting rights for pre-IPO shareholders of 5:1 After giving effect to the transaction, the company is expected to have approximately $740 million of unrestricted cash in addition to public equity currency Total anticipated consideration to ironSource stockholders will be approximately $10 billion, which is expected to be comprised of approximately $1.5 billion in cash consideration to existing shareholders, and the remainder in stock of the combined company. ironSource shareholders will own approximately 77% post-transaction IS ironSource Sources ($mm) SPAC Cash in Trust PIPE Proceeds Equity Rollover Total Sources Shares outstanding Pro Forma Enterprise Value Share price Post-money equity value $1,000 (-) Net cash 1,300 8,500 $ 10,800 1,107 $10.00 $ 11,074 (740)¹ Cash to Balance Sheet Uses ($mm) Secondary Proceeds Equity Rollover Transaction Costs Total Uses TBA Sponsor 2% PIPE Post Transaction Ownership TBA Shareholders 12% 9% 77% $700² 1,500 Enterprise Value $ 10,334 ironSource Shareholders ¹ Net cash of $740m includes $200m of cash and equivalents and short-term deposits of $18m as of 31-Dec-2020, less repayment of $85m of existing debt as well as -$19m and -$75m in cash consideration for the acquisitions of Soomla and Luna, respectively, plus $700m of cash from the transaction 2 $700m of cash to balance sheet subject to reduction at ironSource's reasonable discretion. ³ TBA's Pro forma ownership is inclusive of the $250m sponsor promote and $24m investment in ordinary shares. 4 Assumes no redemptions by TBA shareholders. 5 Transaction costs displayed are estimates. $ 10,800 8,500 1005 3 Confidential 45
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