Bird SPAC Presentation Deck slide image

Bird SPAC Presentation Deck

Detailed transaction overview $2.3B Enterprise Value | $160M PIPE Transaction Highlights Cash Sources Valuation Capital Structure • BIRD Switchback II Corporation has ~$316M in cash held in the trust account PIPE size of $160M ~$2.3B EV with strong balance Attractive valuation versus other mobility & logistics companies ~$667M in PF cash on balance sheet (assuming no redemptions) to fund growth and expansion Pro Forma Ownership at $10.00/Share4 PIPE Investors 5.5% SWBK Investors 10.8% SPAC Sponsor Shares 2.0% Existing Bird Shareholders 81.8% Sources SWBK Shares SWBK Cash in Trust PIPE¹ Total Sources $M $ 2,400 316 160 $ 2,876 Ownership Breakdown Existing Bird Shareholders² SWBK Investors PIPE Investors¹ SPAC Sponsor Shares³ Equity Ownership Cash and Cash Equivalents (from de-SPAC) (+) Bird Cash on Balance Sheet PF Cash Equity Value (Post-Money) Enterprise Value Uses $M Equity Consideration to Bird Shareholders² $2,400 Cash to Balance Sheet 428 48 Transaction Fees Total Uses $ 2,876 Pro Forma Capitalization Pro Forma Ownership4 Note: Bird cash on balance sheet includes unrestricted and restricted cash as of YE2020 and adjusted for $208M of proceeds from convertible senior preferred equity financing and $8.8M of vehicle financing draw as of 30-Apr-2021 1. Assumes PIPE of $160.0M at $10.00 per share. Shares (M) 240.0 31.6 16.0 5.9 293.6 $ 428 240 $ 667 $ 2,936 $2,277 % 81.8% 10.8 5.5 2.0 100.0 % 2. Equity value to Bird's existing shareholders is calculated as 240.0M Switchback II shares, using a $10.00 pro forma share price, on a fully diluted basis (excluding equity awards and restricted stock). Bird equity holders will also be entitled to receive an earnout following the closing of the transaction for shares that will be issuable upon the occurrence of certain triggers, including three separate share price achievements (30 million shares total, 10 million at each threshold, would be payable based on achievement of each of $12.50, $20.00, and $30.00 weighted average sales prices over any 10 trading days within any 20 consecutive trading day period in the 5 years following closing). 3. Excludes *1.98M SPAC sponsor shares subject to potential forfeiture, 50% of which are based on achievement of $12.50 price per share and remaining 50% based on $15.00 price per share, both over any 10 days within any 20 consecutive trading day period within 5 years of the closing of the transaction. 4. Pro forma ownership structure based on PIPE of $160M at $10.00 per share, assuming no redemptions by Switchback II shareholders. Excludes public and private SWBK warrants, existing Bird options/RSUs/warrants/restricted stock (7% of pro forma basic shares outstanding) and post-closing awards, including management grants vesting over 4 years (2% of pro forma basic shares outstanding), and additional management grants issuable on the same triggers as the Bird equity holder earnout and vesting over 4 years (10% of pro forma basic shares outstanding). 34
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