Pro Forma Financials and Market Positioning
Transaction Overview
■ Enterprise Value of $1,561 million(1) (11.6x 2021E PF Adj. EBITDA)(2)
Pro forma 2020E Net Debt/ PF Adj. EBITDA of 3.1x (all First-Lien)
Existing Utz owners to be paid $60 million in cash consideration and issued 57.8 million rollover shares at close (3)
■ Company to enter into tax receivable arrangement with Utz owners as part of transaction
◉
Collier Creek to convert 2 million Founder Shares to Performance Shares vesting at $12.50 and $15.00; rollover Utz
owners to receive 3.5 million Performance Units with identical terms
Transaction Closing expected in Q3'20
Pro Forma Valuation ($ in mm)
Collier Creek Illustrative Share Price
$10.00
Expected Cash Sources and Uses ($ in mm)
Collier Creek Cash in Trust Account (5)
$453
Pro Forma Shares Outstanding (mm)
(1)
115.1
Sponsor Co-Investment (6)
35
Total Sources
Equity Value
$488
$1,151
Net Debt (1)
409
Enterprise Value (1)
$1,561
Cash Consideration to Existing Owners
Repay Existing Debt and Preferred Units
Transaction Fees
$60
376
52
Valuation
Multiples
NTM PF Adj. EBITDA Multiple (4)
CY'21E PF Adj. EBITDA Multiple
Total Uses
12.1x
$488
11.6x
Expected Pro Forma Ownership(5)
1). Enterprise value calculated based upon $1,151 million equity value and $409 million of Net Debt based on
12/31/19 balance. Equity value includes 115.1 shares outstanding. Excludes shares underlying warrants ($11.50
strike price) and seller and sponsor performance shares (which vest at $12.50 and $15.00 per share). Ascribes no
value to net present value of net operating losses or other potential tax attributes.
2). See page 40 for reconciliation to Pro Forma Adj. EBITDA.
3). Utz owners will retain limited liability company interests in a subsidiary limited liability company to the public
company (see proxy for further details on transaction structure). Rollover shares represent public share equivalent
upon conversion of limited liability company interests and exclude 3.5 million seller performance shares.
4). NTM EBITDA multiple based on Q2 2020 NTM Pro Forma Adjusted EBITDA.
5). Assumes no redemptions from CCH trust account.
6). Investment pursuant to forward purchase agreement with Sponsor and independent directors.
utz
BRANDS
SM
Collier Creek
Public Shareholders
41.3%
Rice/Lissette Family
(Existing Owners)
50.2%
8.6%
Collier Creek Founders
34
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