ironSource SPAC slide image

ironSource SPAC

Proposed transaction summary Thoma Bravo Advantage ("TBA") is a publicly listed special purpose acquisition vehicle with $1 billion in trust . . . . TBA has agreed to combine with ironSource based on a $10 billion pre-money equity valuation Thoma Bravo is committed to a $300mm contribution to the proposed PIPE An affiliate of Thoma Bravo will backstop redemptions exceeding $150mm, or forfeit a portion of the 25mm sponsor shares pro-rata to the excess redemptions, subject to a $250mm cap Sponsor shares will be subject to a 12-month lock-up with limited releases post the 150-day point; ironSource shareholders will be subject to a 6-month lock-up ironSource will maintain post-closing a dual class stockholder structure with super-voting rights for pre-IPO shareholders of 5:1 After giving effect to the transaction, the company is expected to have approximately $740 million of unrestricted cash in addition to public equity currency Total anticipated consideration to ironSource stockholders will be approximately $10 billion, which is expected to be comprised of approximately $1.5 billion in cash consideration to existing shareholders. and the remainder in stock of the combined company. ironSource shareholders will own approximately 77 % post-transactions IS ironSource Sources (Smm) SPAC Cash in Trust PIPE Proceeds Equity Rollover Total Sources Shares outstanding Pro Forma Enterprise Value Share price Post-money equity value (-) Not cash $1,000 Enterprise Value 1,300 8.500 $ 10,800 1,107 $10.00 $11,074 (740) $10,334 Soona and Lura, respectively plus 700m of cash from t transaction $200 of cash to balance sheet subject to reduction at vodource's masonable discretion promote and $74minvestment in ordinary shares "Assumes no redemptions by TESA shareholders Transaction costs displayed a s Cash to Balance Sheet Uses ($mm) Secondary Proceeds Equity Rollover Transaction Costs Total Uses TBA Sponsor 2 PIPE 12% Post Transaction Ownership TBA Shareholders 9% 77% $700² 1.500* ironSource Shareholders 8,500 $ 10,800 1005 Confidential 50
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