Boxed SPAC Presentation Deck slide image

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 37
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