Topps SPAC Presentation Deck slide image

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% LOPPS
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