AgroFresh SPAC Presentation Deck
Transaction Overview
Pro forma firm value of $878 million
Dow to be paid $635 million in cash and issued 17.5 million shares for AgroFresh at close
Pre-AgroFresh transaction cash includes $221 million from existing BLVD shareholders and ~$50 million from PIPE (1) issuance (announced in May 2015)
Committed financing ($425 million term loan B)
Closing of the AgroFresh transaction is expected in 2H 2015
Pro Forma Valuation
●
●
($ in millions, except per share values)
25
Note:
(1)
(2)
(3)
(4)
Boulevard Illustrative Share Price
Fully Diluted Shares Outstanding (mm) (²)
Equity Value
Firm Value
Firm Value / EBITDA (³)
2015E
2016E
FCF Yield (4)
2015E
2016E
Net Debt / 2015E EBITDA
$100
104
$48
49
Pro Forma
Trxn Close
$10.00
48.6
$486
$878
8.7x
8.4
10.0%
10.0
3.9x
Sources and Uses
Sources
Cash from Existing Boulevard Shareholders
Cash from PIPE Issuance (1)
New Debt
Dow Receiving Shares
Total Sources
Uses
Purchase of AgroFresh
Cash to Balance Sheet
Transaction Fees and Other Expenses
Total Uses
Common Equity
Public Shares
Net Shares from Public Warrants Exercised
Sponsor Shares (Avenue / Founder)
Net Shares from Sponsor Warrants Exercised
Dow Shares
Net Shares from Dow Warrants Exercised
PIPE Shares
Total Ownership (%)
Fully Diluted Shares Outstanding (mm)
$mm
$221
50
425
175
$871
$mm
$810
33
28
Post Transaction Ownership(2)
48.6
$871
Assumes no shareholder redemptions. Dow and Avenue Special Opportunities Fund II, L.P., an affiliate of Boulevard's sponsor, may each be issued up to 2.5 million shares at $10 per share pursuant to a standby agreement if Boulevard does not have sufficient
cash at closing to cover the cash payment to Dow, transaction expenses and an agreed amount of working capital.
Represents a private investment in public equity (or "PIPE"), with 4.878 million shares issued at $10.25, representing net proceeds of -$50 million. The PIPE is to be completed at least two day prior to the closing of the AgroFresh acquisition, and includes a 90 day
lockup provision from PIPE close.
5.513 million Boulevard Acquisition Corp. Founder Shares issued at IPO, which includes 4.134 million shares and an additional 1.378 million incentive shares that the Boulevard Acquisition Corp. Founders will receive if within the first 5 years, the Boulevard's stock
price is above $13.00/share for a specified period. Share counts include 22.050 million existing public shares, 4.134 million Founder Shares, 4.878 million shares from $50 million PIPE Issuance, 17.500 million shares to Dow. Share counts include warrants of
20.185 million shares when price is at or above $11.50/share (Treasury Stock Methodology applied) and 1.378 million incentive shares when if within the first 5 years, Boulevard stock price is above $13.00/share for a specified period. Management team is
expected to be offered equity to align incentives. Such share issuances are not included in the fully diluted shares outstanding in this presentation. Refer to appendix for further detail and reconciliation.
EBITDA forecasts for 2015 and 2016 exclude depreciation and amortization, certain tax related items, acquisition-related costs for integration and transition, and R&D spending for certain projects that are not expected to continue at current levels. 2015E EBITDA
reflects estimates for stand-alone costs outside the Dow ownership structure as if the acquisition had occurred on Jan 1, 2015.
FCF Yield or Free Cash Flow Yield is defined as (Cash Flow from Operations - Capex) / Equity Value. Cash Flow from Operations defined as EBITDA less cash interest (assumed rate of 5.25%), less cash taxes (assumed rate of 37%), less increase in working
capital.
% Total
25%
6
49
20
100%
Ownership at Various Share Prices:
$10.00
$13.00
45%
42%
0
2
9
11
0
1
36
33
0
1
10
9
100%
100%
52.3
% Total
93%
4
3
100%
$24.00
36%
9
9
3.
29
5
8
100%
60.5
AgroFresh™View entire presentation