Cyxtera SPAC Presentation Deck
Disclaimer
Additional Information and Where to Find it
In connection with the Proposed Transactions, SVAC is expected to file a proxy statement (the "Proxy Statement") with the SEC, which will be distributed to holders of SVAC's common stock in connection with SVAC's solicitation of proxies for the vote by the
SVAC stockholders with respect to the Proposed Transactions and other matters as described in the Proxy Statement. SVAC urges its stockholders and other interested persons to read, when available, the Proxy Statement and amendments thereto and
documents incorporated by reference therein, as well as other documents filed with the SEC in connection with the transactions, as these materials will contain important information about SVAC, Cyxtera and the Proposed Transactions. When available, the
definitive Proxy Statement will be mailed to SVAC's stockholders. Stockholders will also be able to obtain copies of such documents, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Starboard Value Acquisition
Corp., 777 Third Avenue, 18th Floor, New York, NY 10017.
Participants in Solicitation
SVAC and its directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of SVAC's stockholders in connection with the Proposed Transactions. Stockholders of SVAC may obtain more detailed information
regarding the names, affiliations and interests of SVAC's directors and executive officers in SVAC's final prospectus for its initial public offering filed with the SEC on September 11, 2020 and in the Proxy Statement relating to the Proposed Transactions when
available. Information concerning the interests of SVAC's participants in the solicitation, which may, in some cases, be different than those of SVAC's stockholders generally, will be set forth in the Proxy Statement relating to the Proposed Transactions when it
becomes available.
Statement Regarding Non-GAAP Financial Measures
The financial information and data contained this presentation is unaudited and does not conform to Regulation S-X promulgated by the SEC. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently
in, any proxy statement, prospectus or other report or document to be filed or furnished by SVAC, the Company or any entity that is party to the Proposed Transactions with the SEC. This presentation includes Adjusted EBITDA, which is a supplemental measure
that is not required by, or presented in accordance with, accounting principles generally accepted in the United States ("GAAP"). The Company defines Adjusted EBITDA as net income (loss) before the following items: provision for income taxes; deferred tax
(benefit) liability; depreciation and amortization; debt issuance cost amortization; interest expense; impairment (gain) on note receivable income from discontinued operations; stock-based compensation; restructuring, separation & one-time items; out-of-
period normalization; cost savings initiatives; asset retirement obligation and amortization of (un)favorable leases; and existing business run-rate adjustment. As a Non-GAAP financial measure, Adjusted EBITDA excludes items that are significant in
understanding and assessing the Company's financial results or position. Therefore, this measure should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitability, liquidity or performance
under GAAP. You should be aware that the Company's presentation of this measure may not be comparable to similarly-titled measures used by other companies. You should review the Company's audited financial statements, which will be presented in the
Proxy Statement to be filed with the SEC in connection with the Proposed Transactions, and not rely on any single financial measure to evaluate the Company's business.
This presentation also includes certain projections of non-GAAP financial measures concerning the Company. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected
measures, together with some of the excluded information not being ascertainable or accessible, the Company is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without
unreasonable effort. Consequently, no disclosure of estimated comparable GAAP measures is included and no reconciliation of the forward-looking non-GAAP financial measures is included.
Unaudited Estimated Results
The Company's preliminary unaudited estimated results contained in this presentation have been prepared in good faith by, and are the responsibility of, management based upon the Company's internal reporting, and an independent auditing firm has not
audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Such results are subject to business, economic, regulatory and competitive uncertainties and contingencies and actual results may vary and those
variations may be material.
No Offer or Solicitation
This presentation is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of SVAC
or the Company nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
Trademarks
This presentation contains trademarks, service marks, trade names, and copyrights of the Company, SVAC and other companies, which are the property of their respective owners.
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