ironSource SPAC
Proposed transaction summary
Thoma Bravo Advantage ("TBA") is a publicly listed special purpose
acquisition vehicle with $1 billion in trust
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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
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