Vertical Aerospace SPAC Presentation Deck
OVERVIEW OF TRANSACTION
TRANSACTION SUMMARY
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Pre-money equity value of $1.75bn
Implied pro-forma enterprise value of $1.84bn
Broadstone Acquisition Corp. and Vertical Aerospace to enter into a business combination
Broadstone to receive 7.6m founder shares upon close
Vertical Aerospace to receive additional 35m shares, released in equal parts upon share price reaching $15 and $20 post-close¹
American Airlines receive 8.75m initial shares and invests $25m in the PIPE receiving a further 2.5m shares
Avolon receive 6.38m initial shares and invests $15m in the PIPE receiving a further 1.5m shares
Virgin Atlantic receive 2.265m warrant shares with a $10.00 strike price
Stephen Fitzpatrick and Broadstone to invest $5m each in the PIPE receiving a further 0.5m shares each
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SOURCES
Broadstone Cash Held in Trust4
PIPE
Broadstone Equity
Existing Shareholder Equity
Total Sources
$m
INVESTOR DECK 2021
$305
$89
$76
$1,750
USES
$2,221
Net Cash Proceeds to Vertical
Broadstone Equity
Existing Shareholder Equity
Estimated Transaction Expenses
$m
Total Uses
$344
O
04/06/2021: 1. Additional Vertical earn-out shares are issued but subject to restrictions prohibiting transfers and all dividend and voting rights. These restrictions are lifted upon reaching the respective share price targets. 2. Pro-forma shares outstanding based on $10 per share. Represents 159.9m shares owned by existing Vertical Aerospace
shareholders, 30.5m shares owned by SPAC public shareholders, 9.0m shares held by PIPE investors and 7.6m shares held by Broadstone, 8.8m shares held by American Airlines (ex. PIPE investment) and 6.4m shares held by Avalon (ex. PIPE Investment). Excludes Vertical earn-out shares, and any dilutive effect from exercise of warrants. 3.
Converted from GBP to USD at 1.41. 4. Assumes no redemptions by public SPAC holders. 5. Existing holders includes Vertical Aerospace management, M12 and Rocket Internet. 6. Avolon and American Airlines stakes include PIPE investment. PIPE Holders stake excludes Avolon and American Airlines PIPE investments.
$76
$1,750
$50
PRO-FORMA VALUATION
$2,222
Share Price
Pro-Forma Shares Outstanding²
Equity Value
Debt
Existing Cash on Balance Sheet³
Net Cash Proceeds
Enterprise Value
Broadstone Equity 3%
PIPE
Holders 2%
SPAC Public
Holders 14%
ILLUSTRATIVE PRO-FORMA OWNERSHIP AT CLOSE
Avolon 4%
$m
American
Airlines 5%
$10
222.1
$2,221
PRIVATE & CONFIDENTIAL
$0
($32)
($344)
$1,845
Existing
Holders5
72%
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