flyExclusive SPAC Presentation Deck
PROPOSED TRANSACTION SUMMARY
Overview
flyExclusive (the "Company") is an established operator in the private aviation sector
flyExclusive entered into an equity purchase agreement with EG Acquisition Corp. (NYSE:EGGF) on
October 17, 2022
▪ EG Acquisition Corp. is a Special Purpose Acquisition Company sponsored by EnTrust Global and
GMF Capital that raised $225 million in its initial public offering on May 26, 2021
▪ Transaction implies a pre-transaction equity value of $600 million(1)
Capital Structure
Anticipated transaction financing of up to $310 million, including $85 million of convertible notes
and $225 million of SPAC cash held in trust(2)
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▪ Following the proposed transaction, flyExclusive is expected to be provided ~$295 million of
cash(2), in addition to roughly $92.6 million current net cash balance
▪ Pro forma equity ownership percentage for the transaction (3):
• 61.7% flyExclusive Shareholders
28.9% EGA Public Shares and Committed Convertible Notes
• 9.4% Sponsor Shares
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Note: (1) flyExclusive currently has $249.6 million in debt and -$92.6 million of current cash and marketable securities on the balance sheet as
of December 31st, 2022. (2) As of June 1, 2023, the trust currently has $43.3 million, reflecting current redemptions.. Total cash assumes
flyExclusive equity holders do not exercise right to have repurchased up to $20 million of shares at closing at $10.00 per share (repurchase
amount scales based on total cash in excess of $85 million per Equity Purchase Agreement)). (3) Pro forma equity ownership does not reflect
11.8 million of warrants outstanding at $11.50 per share.
STELLE
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