DIGITAL MANUFACTURING. REIMAGINED.
Detailed Transaction Overview
Transaction Structure1
Pro forma firm value of $1,493mm
■$365mm cash proceeds inclusive of PIPE proceeds and transaction expenses²
■Company earnout shares: 9mm shares
■1/3 earned if VWAP for 20 days during a 30-day period is above $12.50
■1/3 earned if VWAP for 20 days during a 30-day period is above $15.00
■1/3 earned if VWAP for 20 days during a 30-day period is above $20.00
Illustrative Pro Forma Capitalization
($mm, except share price)
Share price
PF shares outstanding
PF equity value
(+) Assumed PF net debt
Pro forma firm value
然
$10.00
138
$1,380
$113
$1,493
Illustrative Sources and Uses ($mm)
Illustrative Pro Forma Ownership at Close
Amount
%
Altimar II cash in trust
PIPE equity
Total sources
Cash to existing shareholders
Debt Paydown
Cash to balance sheet
$345
81%
Altimar II Sponsor ³
5.3%
80
19%
$425
100%
$318
75%
Public
Shareholders
25.0%
22
5%
25
6%
Fees and expenses
Total uses
60
$425
14%
100%
PIPE investors
5.8%
Existing
shareholders
63.9%
Note: Assumes no redemptions by public shareholders in connection with the transaction and doesn't take into account the interest income in Altimar II trust account. Excludes impact of warrants.
1 In addition, the transaction will be structured to include the following: (i) Up-C structure including PubCo and a limited liability holding company, (ii) Altimar II shares, including those offered in the PIPE, represent ownership interest in PubCo, (iii) Customary TRA arrangement will
entitle sellers to receive 85% of realized tax savings resulting from certain tax benefits, including the impact of sales, exchanges and redemptions on PubCo's tax basis, (iv) One share - one vote structure, (v) CORE Industrial Partners expected to own approximately 45% of the
PubCo's voting power at closing, (vi) A majority of the PubCo's Board will be composed of independent directors, (vii) CORE Industrial Partners will nominate a majority of the PubCo's directors for so long as it retains a specified percentage of PubCo's ownership;
2 Assumes no redemptions by Altimar II existing shareholders; 3 Assumes 7.3mm founder shares at $10.00. Incremental 1.3mm additional founder shares subject to an earnout that vests at $15.00 per share. Excludes 9.9mm founder warrants, which have a strike price of $11.50
per share
FATHOM
Fathom Proprietary
and Confidential
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