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
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