Allwyn SPAC

Pro forma valuation and transaction highlights Illustrative share price (x) PF shares outstanding PF equity value (+) Existing Adj. net debt (YE-21E)1¹ PF valuation @ $10.00/Share PF Total Enterprise Value (TEV) At Deal - PF TEV /2022E Adj. EBITDA PF TEV /2022E Adj. EBITDA (SPAC/PIPE Investors)² 2022E Unlevered FCF Yield (SPAC/PIPE Investors) Implied PF Adj. net debt/2021E Adj. EBITDA Implied PF Adj. net debt/2022E Adj. EBITDA 33 1) 2) 3) 5) 2,4 ($mm) 10.00 800.8 8,008 1,304 9,312 11.5x 10.8x 8.8% 2.1x 1.6x (€mm) 8.77 800.8 7,024 1,144 8,169 11.5x 10.8x 8.8% 2.1x 1.6x Key transaction highlights ✔ Expected -$9.3bn /-€8.2bn Total Enterprise Value at deal - ~11.5x EV / 2022E Adj. EBITDA ✔ Expected -$8.7bn/-€7.6bn Total Enterprise Value on a discounted basis for SPAC/PIPE investors - ~10.8x EV / 2022E Adj. EBITDA² ✔ Expected bonus pool of 6.6mm common shares for non-redeeming Cohn Robbins ✔✔ Existing Allwyn shareholders expected to be awarded 30.0mm common shares subject to earn-out³ ✔ Expected pro forma ownership:2, 5 Existing Allwyn shareholders: Cohn Robbins public shareholders: PIPE shareholders: Cohn Robbins sponsor: ✔ ✔KKCG, the majority shareholder of Allwyn, is expected to hold multiple-voting shares including customary sunset provisions The transaction is expected to close in Q2-22 83% 11% 5% 1% Note: Assumes no redemptions from Cohn Robbins SPAC Trust and assumes $353m common PIPE proceeds; EUR:USD spot rate of 1.14 applied, sourced from Capital IQ as of 7-Jan-22; Adj. net debt as of Dec-21E; Excludes impact of expected free cash flow and a €170 mm one-time dividend prior to closing; forecast financials for Allwyn are presented on a pro rata basis and sourced from management estimates (subject to material change) Includes €322mm of convertible notes expected to be outstanding at transaction close Includes impact from expected bonus pools for non-redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for combined incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non-redeeming shareholders is variable based on number of redemptions. Shares underlying CRHC warrants expected to be adjusted by the same ratio 15.0mm of earnout shares to vest at $12.00 share price and 15.0mm to vest at $14.00 2022E Free Flow Cash Yield calculated as (2022E Adj. EBITDA - capex) / PF TEV Excludes impact from expected 30.0mm earnout shares to existing Allwyn shareholders and 26.5% Founder Share earnout vesting at $12.00 / $14.00. Reflects 16% Founder Share forfeiture. Excludes Cohn Robbins SPAC public and private warrants I I allwyn

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