SatixFy Investor Presentation Deck
Transaction Overview
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.
■ PIPE includes non-dilutive downside protection to $6.50 per share via a share transfer from SPAC
Sponsor and SatixFy Rollover Equity
Downside protection measured based on average VWAP for the 30 consecutive trading days
immediately preceding the date that is 60 days following registration of the shares
.
Transaction Structure
Endurance Acquisition Corp. to merge with a wholly owned subsidiary of SatixFy at a pro-forma
Enterprise Value of $430mm
$29.1mm PIPE Units consisting of 1 ordinary Share and a Warrant
.
Founders and existing shareholders to maintain -54% pro-forma ownership and will receive subject to
vesting based on share price performance. Not included in pro forma numbers.
Business Combination (and related transactions) is assumed to result in $241mm to cash on the
balance sheet under 0% redemption
Total Sources
SPAC Cash in Trust
PIPE Investment
SatixFy Rollover Equity
Francisco Partners Term Loan
Francisco Partners Equity Fee
Total Sources
Sources & Uses
Total Uses
(1)
SatixFy Rollover Equity
Cash to Balance Sheet / Primary Proceeds
Illustrative Fees & Expenses
Francisco Partners Equity Fee
Existing Debt Repayment
Total Uses
$ in mm
$201
29
368
55
8
$661
$ in mm
$368
241
25
8
19
$661
Pro Forma Capitalization and Ownership(4)
Pro Forma Capitalization (Smm except share price and share count)
Share Price
PF Shares Outstanding (mm)
Calculated Equity Value
Plus: Debt
Less: Cash to Balance Sheet
Enterprise Value
PIPE Fee agreement
0.4% (
Francisco Partners (8)
PIPE Investor Shares-
4.7%
Equity
1.2%
SatixFy Existing Shareholders
54.1%
SPAC Public Shares
33.0%
SPAC Founder Shares
6.8%
(7)
Note: The Company entered into a $75mm of committed equity facility with Contor on March 8, 2022, which will be available following the closing of the Business Combination.
1. Warrants are 5 years, $11.50 strike price (pari passu with and having the same terms as the detachable Redeemable Warrants from the IPO Units). 2. Assumes 0% redemption by SPAC shareholders 3. Transaction fees and expenses for both SPAC and Company, including the $55mm term loan
from Francisco Partners, deferred underwriting fee, PIPE fee and advisory/legal/otherfees. 4. Excludes public and private placement SPAC warrants. S. $55mm FP debt repaid $19mm of existing debt. 6. Ownership percentage is calculated on a fully diluted basis (including vested and unvested
warrants and equity options utilizing the treasury stock method). Excludes 27mm in price adjustment stores and the New Equity Incentive Plon. 7. Includes all outstanding SPAC Class B Ordinary Shares and excludes 0.5mm price adjustment shores to be issued to the Sponsor that may west upon
achievement of share price performance targets as described herein. 8. 0.8 million of shares issued to Francisco Partners at the time of the FP term loan as equity fee for funding of the loans. 9. Calculated for the purpose of presentation as share price multiplied by PF shares outstanding, 10.
Represents 225,000 shares to be issued to Cantor Ftizgerald & Co. for its services as placement agent in connection with the PIPE investment.
$10.00
61.6
$616
55
(241)
$430
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