Southland Holdings SPAC Presentation Deck
CONTIN
PROPOSED TRANSACTION OVERVIEW
Estimated Sources & Uses ($mm)
Sources:
Upfront Equity Consideration to Southland Shareholders
Contingent Shares to Southland Shareholders(2)
Estimated SPAC Cash in Trust(1)
Total Sources
Uses:
Upfront Equity Consideration to Southland Shareholders
Contingent Shares to Southland Shareholders(2)
Estimated Business Combination Fees & Expenses(3)
Cash to Southland's Balance Sheet(5)
Cash to Southland
Total Uses
Illustrative Pro Forma Ownership (mm shares)
Southland Shareholders (Upfront)
Southland Shareholders (Earnout)(2)
Total Southland Shareholders
Sponsor Shareholders (4)
Public Shareholders(1)
Total Shares Outstanding
$343
$105
$280
$728
$343
$105
$10
$220
$50
$728
33.8
10.3
44.1
8.3
27.6
80.0
Illustrative Pro Forma Valuation ($mm, except per share)
Share Price:
Total Shares Outstanding (6)
Equity Value
Less: Pro Forma Cash (5)
Plus: Debt
Total Enterprise Value (TEV)
Public SPAC
Shareholders
35%
Sponsors
10%
Upfront
Consideration
42%
Earnout
(2)
13%
Cash in Trust and Pro Forma Ownership reflects 27.6m Public Shares issued during Legato Il's IPO. Assumes no redemptions.
Transaction structure inclusive of full earn-out consideration based on the 2022 Bonus Adjusted EBITDA target of $145mm & 2023 Bonus Adjusted EBITDA target of 165mm. See page 10 for detail
Estimated fees and expenses inclusive of all fees and expenses related to the business combination
Sponsor ownership inclusive of 6.9m Founder Shares, 1.17m Private Shares and 0.24m Representative Shares.
Business combination cash to the balance sheet (assuming no redemptions)
Assumes no redemptions and full earnout is realized based on expectation of $145mm 2022P Adjusted EBITDA and $165mm 2023P Adjusted EBITDA
Note: All figures in USD. All shares valued at $10.15/share. Analysis excludes warrants (Legato Il has 13.8mm public warrants and 0.585mm private warrants outstanding, all exercisable at $11.50/share). All balance sheet figures as of March 31, 2022
BUILDING GREAT THINGS
$10.15
80.0
$812
($220)
$218
$810
Existing Southland
Shareholders 55%
LEGATO 9
MERGER CORP IIView entire presentation