Syniverse SPAC Presentation Deck slide image

Syniverse SPAC Presentation Deck

Proposed Transaction Summary 1 2 Valuation ▪ Pro forma enterprise value of $2.85B or 12.1x 2022E Adjusted EBITDA 1. 2. Transaction structure ▪ Syniverse to merge with M3 Brigade through a subsidiary merger 3. 4. 5. ▪ Transaction to be funded by up to $400M cash in trust, a $265M PIPE and up to $750M investment from Twilio¹ ▪ Debt refinancing to be consummated at closing 3 Material terms² ▪ Carlyle, Twilio and SPAC Sponsor subject to twelve month lock-up from closing, subject to performance-based early release 6. ▪ Transaction funds will be used to substantially de-lever the business to ~3.7x net leverage ▪ Portion of SPAC Sponsor shares subject to vesting earnout provisions ▪ SPAC Sponsor together with Brigade and its affiliated funds have committed $165M to the PIPE 37.7% Illustrative Pro Forma Ownership5 (%) 1.5% 20.9% 12.5% 3.7% SPAC Shareholders PIPE Investors 6 Sponsor Shares Twilio ■Carlyle Rollover ■Other SYNV Rollover Shares O/S 40.0m 23.9m 7.0m 45.4m 72.1m 2.9m 191.4m Illustrative Sources & Uses ($M) Sources Cash from Balance Sheet SPAC Cash in Trust³ PIPE Investors (convertible preferred) PIPE Investors (common) Twilio Investment¹ New Term Loan Equity Rollover Total Sources Uses Cash to Balance Sheet Repay Existing Indebtedness Estimated Transaction Fees4 Equity Rollover Total Uses 23.7% Twilio retains the right to adjust cash contribution from $750M, subject to a minimum of $500M, dollar-for-dollar to the extent that total transaction proceeds (between the PIPE and trust account) exceed $375M Early release is triggered if the closing price of the Company's publicly-traded common stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-day period following the closing; unvested Sponsor shares vest upon the first trading day that the closing price of SPAC shares equal or exceeds $12.50 per share for any 20 trading days within any consecutive 30-day trading period following the closing Assumes no redemptions Represents an estimate of transaction expenses, including deferred underwriting fees, PIPE placement fees, M&A fees and debt refinancing fees. Actual amounts may vary and include expenses unknown at this time Represents fully diluted shares outstanding at close. Assumes Twilio investment amount of $500M and no redemptions and excludes potential incremental dilution from SPAC or Sponsor warrants, unvested Sponsor shares, performance-based options, performance-based RSU awards and out-of-the-money options. Performance-based options and performance-based RSU awards considered by Syniverse unlikely to be realized based on terms of grant Includes PIPE convertible preferred and PIPE common equity investors; convertible ownership as if converted assuming a 15% conversion premium $53 400 196 69 500 1,000 750 $2,968 $119 1,968 130 750 $2,968 7
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