Topps SPAC Presentation Deck
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(0)
7
Transaction Summary
Illustrative Transaction Summary
($ in millions, except per share values)
Sources
Rollover Equity
SPAC Cash In Trust
(b)
Uses
Estimated Sources and Uses
2
(a)
PIPE Proceeds
Cash from Balance Sheet
Total Sources
4
Cash to Selling Shareholders
Rollover Equity
Est. Fees & Expenses
Cash to Balance Sheet
Total Uses
5
$512
321
250
50
$1,133
$521
512
50
50
$1,133
%
45%
28%
22%
4%
100%
46%
45%
4%
4%
100%
Share Price
(x) Shares Outstanding
Pro Forma Equity Value
Less: Pro Forma Cash
Plus: Pro Forma Debt
Pro Forma Enterprise Value
(f)
/ '21E Pro Forma Adj. EBITDA ($105)
/'21E Pro Forma Adj. EBITDA - CapEx ($100)
PF Net Leverage on '20A Adj. EBITDA ($92) (f)(9)
Pro Forma Ownership(h)
Pro Forma Valuation(d)
■ Tornante is rolling over 100% of its shares as part of the
Transaction
Assumes no redemption by MUDS II's existing shareholders. Actual results in connection with the business combination may differ.
Assumes 24.6 million shares are issued at $10.15 per share.
Estimated Total Transaction Expenses for both MUDS II and Topps.
Excludes any impact from potential earnout consideration to existing Topps investors.
Pro forma share count assumes no redemption by MUDS II's existing shareholders and includes 31.6 million MUDS II public
shares, 7.9 million MUDS II founder shares, 24.6 million PIPE investor shares and 50.4 million shares issued to existing Topps
shareholders. Excludes public and private placement warrants and earnout shares.
With respect to Non-GAAP financial measures, see slide 1 "Non-GAAP Financial Measures" under "Disclaimer" and reconciliation
set forth in Appendix slide 34.
Pro forma net leverage represents total funded debt of $194m less $50m of cash at the time of the transaction.
Represents estimated economic ownership; assumes no redemptions from trust and $250MM PIPE offering. Excludes public and
private placement warrants and earnout shares. Figures rounded to the nearest percentage.
Tornante receives 10-for-1 voting shares.
(e)
▪ Post Transaction, the company will have a dual class share
structure with super voting rights for Tornante at a ratio of 10:1
MUDS II
Founder Shares
7%
PIPE Investors
21%
MUDS II Public
Shareholders
28%
$10.15
115
$1,163
(50)
194
$1,307
MDP / Management
8%
(i)
12.5x
13.1x
1.6x
Tornante
36%
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