EVBox SPAC Presentation Deck
Sources & Uses / Pro-Forma Valuation
2.
3.
4.
Sources
Engie Equity Rollover
SPAC Cash in Trust(¹)
Forward Purchase Agreements Cash Proceeds
PIPE Issuance Cash Proceeds
Sponsor Shares (²)
Total Sources
Uses
Engie Equity Rollover
Cash to Engie (¹)
Cash to Balance Sheet(¹)
Sources & Uses
Repay Outstanding Debt
Sponsor Shares (2)
Underwriting Fees & Other Expenses
Total Uses
$MM
$607
$350
$100
$225
$113
$1,394
$MM
$607
$180
$425
$18
$113
$52
$1,394
€MM
€501
€289
€83
€186
€93
€1,152
€MM
€501
€149
€351
€15
€93
€43
€1,152
%
44%
25%
7%
16%
8%
100%
%
44%
13%
30%
1%
8%
4%
100%
Post-Transaction Ownership(1,3,4)
PIPE
Investors
16%
Illustrative Share Price
Shares Outstanding(³,4)
Equity Value
Net Cash Balance
Total Enterprise Value
TEV / 2021E Revenue
TEV / 2022E Revenue
Engie
44%
Sponsor
7%
FPA
Investors
8%
SPAC IPO
Investors
25%
Pro-Forma Valuation
$MM
$10.00
139
$1,394
(425)
$969
6.7x
3.6x
EVBOX
GROUP
€MM
€8.26
139
€1,152
(351)
€801
6.7x
3.6x
Note: Assumes EUR-USD exchange ratio of 1.21.
1. Assumes no redemptions. Business Combination Agreement (BCA) has a minimum available cash condition of $250 million; available cash equals balance of SPAC trust account after redemptions plus net proceeds from PIPE/FPA. BCA provides Engie entitled to receive cash consideration in an
amount equal to (i) 50% of available cash in excess of $260 million plus transaction expenses (50% of available cash in excess of $312 million assuming $52 million of transaction expenses) up to $150 million of cash consideration plus (ii) 60% of available cash in excess of $560 million plus
transaction expenses (60% of available cash in excess of $612 million assuming $52 million of transaction expenses) up to $30 million of cash consideration such that total cash consideration shall not exceed $180 million. Any redemptions would reduce cash to the balance sheet and Engie cash
secondary proceeds.
Includes sponsor shares forfeited to FPA investors.
Other outstanding instruments from TPGY.U IPO and FPA: 9 million warrants for 9 million shares at $11.50 per share; 6 million private warrants for 6 million shares at $11.50 per share.
Engie to receive up to 6.1 million earn-out shares based on 2021 revenue; 2021 earnout vests linearly based off a range of 2021 revenue between €125 million and €145 million. Engie to receive up to 3.6 million earn-out shares if any one of three outcomes are met: i) 2022 earn-out vests linearly
based off a range of 2022 revenue between €230 million and €245 million; ii) 2022 earn-out vests in full if EVBox Group's stock closes above $14/ share for 20 out of any 30 trading days in calendar year 2022; iii) 2022 earn-out vests in full if EVBox Group's stock closes above $16/ share for 20
out of any 30 trading days in calendar year 2023. If Engie receives the full 2021 earn-out their ownership percentage increases to 46% and if Engie receives the full 2021 and full 2022 earn-outs their ownership percentage increases to 47%.
TPG
TPG PACE BENEFICIAL FINANCE CORP.
BENEFICIAL FACE
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