Boxed SPAC Presentation Deck
Transaction Overview
STRUCTURE
Boxed will merge with Seven Oaks Acquisition Corp (SVOK) at a pro
forma enterprise value of $640M
Represents attractive relative valuation of 2.1x 2022E revenue
Boxed shareholders maintaining 62% ownership
No secondary selling
30% of SVOK Founder Shares deferred
15% vest at $12 share price and 15% vest at $14 share price
$1M of SVOK Founder Shares allocated to ESG foundation
PRO FORMA ENTERPRISE VALUE
Pro forma shares outstanding (c)
Illustrative share price
Pro forma equity value(c)
Pro forma convertible debt to balance sheet(b)
Pro forma cash on balance sheet(c)
Pro forma enterprise value
Pro forma EV/2022E revenue ($306M)
88.7M
$10.00
$887M
$87.5M
($334M)
$640M
2.1x
EST. SOURCES (AS OF 9/30/21E)
$259M
$32.5M
$87.5M
Convertible senior notes (b)
Boxed equity(c)
$550M
Seven Oaks founder shares(d) $45M
Cash in trust
PIPE investment(a)
TOTAL SOURCES
$974M
EST. USES (AS OF 9/30/21E)
Boxed
Shareholders
62%
Cash to balance sheet
Boxed equity (c)
Seven Oaks promote(d)
Debt paydown
Est. fees and expenses
TOTAL USES
PRO FORMA OWNERSHIP AT CLOSE (@$10.00 PER SHARE)
Q
SPAC Public
Investors
29%
SPAC Sponsor
5%
PIPE Investors
4%
$334M
$550M
$45M
$5M
$40M
$974M
Note: Analysis assumes 0% redemptions from SVOK Trust and does not include impact of potential dilution from warrants
a) Pursuant to a subscription agreement with SVOK, Palantir will invest an aggregate of $20M in exchange for 2M shares of SVOK Class A common stock, subject to certain closing conditions, including SVOK having at least $175M at the
closing (after redemptions); in consideration of such investment, Boxed will enter into a commercial partnership agreement with Palantir with associated software licensing expenses totaling $20M over 5 years
b) 5-year unsecured $87.5M convertible notes bearing a coupon rate of 7.00% and a conversion price of $12.00
c) Calculated on a fully diluted, net exercise basis; for simplicity, pro forma equity value & pro forma cash on balance sheet assumes Boxed balance sheet cash of $0 at close
d) Excludes 1.9M pro forma founder shares that will remain subject to vesting and vest only upon achievement of share price performance thresholds detailed above; 125K shares of SVOK Founder Shares will be transferred to a fund
managed by the lead Convertible Note investor, who is also participating in the SVOK Class A common stock PIPE investment
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