Responsive Acquisition Marketing Platform (RAMP)
Transaction Overview
System1 Overview
SYSTEM
System is a leading omnichannel customer
acquisition platform, delivering high-intent
customers to advertisers and to their own
subscription products. In the large and growing
digital advertising market, System] is poised for
30%+ organic Billings Adj. Revenue and Billings
Adj. EBITDA growth
Key Transaction Highlights
Transaction represents $1.4 billion Enterprise Value, or 11.9x and 9.1x
2021E and 2022E EV/Pro-Forma Billings Adjusted EBITDA,
respectively
Transaction is attractively priced relative to comparable companies
trading multiples and operating metrics
Use of Proceeds include]:
$250M to exiting private equity partner - Court Square
Capital Partners²
о
$213M to management & employees
о
$55M in fees/expenses
$175M of cash to the balance sheet³
Management is fully committed to transaction rolling $668mm
and will own 52% of the business post merger
S1
Majority holder of System]
1.
Assumes $325M of debt
2.
3.
4.
Assumes zero redemptions
О
CEO and Co-Founder is rolling 100% of his total equity stake
100% Backstop for potential future redemptions
The $518 million of cash held in Trebia's trust account is backstopped by the $200 million equity commitment from Cannae, together with $218 million of
the BofA Securities debt commitment, which will be utilized as a backstop for potential future redemptions by Trebia public stockholders. This in
conjunction with the potential for management to roll additional equity creates a 100% backstop for potential future redemptions.
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