FlexJet SPAC Presentation Deck
Illustrative Transaction Overview
Only Committed Proceeds
($ in millions)
Sources
Committed Cash from Trust Account(¹)
Horizon Sponsor Backstop Commitment / Trust(²)
Equity Rollover
Total Sources
($ in millions)
Cash to Redeem Series D-2 Preferred Stock
Cash to Balance Sheet
Equity Rollover
Transaction Fees & Expenses
Total Uses
Note:
Sources & Uses
(2)
Uses
Amount
$155
$145
$2,626
Up to $370 million of proceeds available from trust subject to redemption -
proceeds to be held on balance sheet of the pro forma company
2,326
Amount
$80
174
2,326
46
%
6%
$2,626
5%
89%
100%
%
3%
7%
89%
1%
100%
($ in millions)
Pro Forma Shares Outstanding
Share Price
Pro Forma Equity Value
(+) Pro Forma Net Debt / (Cash)(3)
Horizon Non-
Redemption
Agreement
6%
Pro Forma Enterprise Value
Pro Forma Enterprise Value /'22E Adj. Mgmt. EBITDA ($288 million(4))
Pro Forma Net Debt /'22E Adj. Mgmt. EBITDA ($288 million(4))
Pro Forma Ownership Split
Excludes impact of 12.3 million warrants held by public and 11.4 million warrants held by sponsor struck at $11.50. Also excludes two tranches of 20.0 million
warrants each held by the sponsor (50%) and Directional Aviation (50%) struck at $10.00 and $15.00 with a ten-year term. Excludes cash from trust in
excess of the Horizon Sponsor Backstop Commitment.
Horizon Sponsor to execute a non redemption agreement in respect of its $155 million investment in Horizon's IPO (29.5% of total).
In exchange for the commitment, Eldridge Industries will be paid a backstop fee in an amount equal to 3% of such commitment. Represents minimum
proceeds inclusive of sponsor backstop of up to $145 million.
FLEXJET.COM
36
Horizon Backstop
5%
(3)
(4)
Pro Forma Valuation
(5)
(6)
Particulars
Existing
Shareholders (6)
89%
Amount
262.6
$10.00
$2,626
$488
$3,114
10.8x
1.7x
Substantially all founder shares
(13.1 million) converted into
warrants split 50% / 50% with
Directional Aviation | 20.0
million warrants struck at $10.00
and 20.0 million warrants struck
at 5.00 (all with a ten-year
term) (5)
Based on Q2 2022. Pro forma gross debt of $749 million and cash of $261 million.
2022E Adj. Mgmt. EBITDA representative of projected Management 2022E EBITDA adjusted to include
impact of Sentient Jet hourly pricing policy changes and normalization of customer credits. Please refer
to page 40 for additional information.
Will also receive a nominal number of shares (50k) in order to ensure a tax-free exchange.
Includes Eldridge Industries, which is an existing investor in Flexjet and an affiliate of Horizon's sponsor.View entire presentation