Responsive Acquisition Marketing Platform (RAMP)
Transaction Overview
Sources and Uses ($m)1
Pro Forma Valuation ($m)
Sources
Amount
%
Valuation
Amount
PF Shares Outstanding
128.5
SPAC Cash
$518
34%
Share Price
$10.00
S1/Protected Equity Rollover
Term Loan Debt²
Cash on Balance Sheet
668
43%
PF Equity Value
$1,285
325
21%
(+) PF Net Debt³
150
28
2%
PF Enterprise Value
$1,435
Total Sources
$1,538
100%
PF EV/2021E PF Billings Adj. EBITDA
11.9x
PF Net Debt/2021E PF Billings Adj. EBITDA
1.2x
2021E PF Billings Adj. EBITDA
$120
Uses
Amount
%
Cash to Court Square
$250
16%
Pro Forma Ownership4
Founder Shares
Cash to S1 / Protected Management
213
14%
8%
Cash to Balance Sheet
175
11%
S1/Protected Management Rollover
668
43%
Paydown Existing Debt
178
12%
SPAC
Investors
40%
S1/Protected
Management
52%
Fees & Expenses
Total Uses
55
$1,538
4%
100%
Note: Assumes no redemptions; The transaction provides for 100% backstop in the case of Trebia shareholder redemptions. The $518 million of cash held in Trebia's trust account is
backstopped by the $200 million equity commitment from Cannae, together with $218 million of the BofA Securities debt commitment, which will be utilized as a backstop for
potential future redemptions by Trebia public stockholders. This in conjunction with the potential for management to roll additional equity creates a 100% backstop for potential
future redemptions.
Sources and uses represent the merger of both Protected and System] into Trebia Acquisition Corp.
$400m of total committed debt
Represents debt of $325m less cash of $175m
Excludes impact of warrants, excludes 1.45m sponsor shares and 1.45m sponsor shares which are transferred to management (both are restructured as an earnout at a $12.50
threshold). Includes 66.75m existing shareholders rollover shares, 10.00m SPAC sponsor shares, and 51.75m SPAC investors shares
1.
2.
3.
S1
4.
39View entire presentation