Paya SPAC Presentation Deck slide image

Paya SPAC Presentation Deck

Illustrative Transaction Overview SPAC Cash¹ PIPE 3. Sources Sponsor Co-investment Cash from Balance Sheet Equity Rollover Total Sources Cash to Seller Total Uses Uses Equity Rollover Fees & Expenses Sources & Uses Amount $353 200 Amount 50 4 480 $1,087 $565 480 42 $1,087 % % 33% 18% 5% 0% 44% 100% 52% 44% 4% 100% Pro Forma Valuation Particulars PF Shares Outstanding² Share Price PF Equity Value (+) PF Debt (-) PF Cash PF Enterprise Value PF EV/2021E EBITDA PF EV/2021E Revenue PF Net Debt/2021E EBITDA 2% PF Ownership Split SPAC Investors 31% Sponsor Promote ³ Sponsor Co-investment 5% PIPE 18% ($ in millions) Amount Exisiting Paya Shareholders 44% 110.2 $10.00 $1,102 229 30 $1,300 19.6x 5.5x 3.0x Note: Assumes no redemptions from SPAC investors. Excludes impact of seller earnout, sponsor earnout and warrants Note: Paya 2021E Adjusted EBITDA includes incremental public company costs 1. 2. As on 6/30/20. SPAC cash amount subject to change depending on the actual interest earned in the trust Includes 48.0m Paya rollover shares, 20.0m PIPE shares, 5.0m Sponsor Co-investment shares, 2.68m SPAC sponsor shares (includes 1.75m promote shares and 0.93m shares from sponsor unit investment at IPO), and 34.5m SPAC shares; excludes 14.0m shares to be issued to existing Paya shareholders as earnout to align interests (7.0m shares @ $15.00 and 7.0m shares @ $17.50, over the next 5 years) Includes shares from units purchased by sponsors at time of IPO through private placement. Assumes sponsor retains 1.75m promote shares at close, restructures 5.68m promote shares to earnout (2.84m shares @ $15.00 and 2.84m shares @ $17.50, over the next 5 years), and forfeits 1.43m promote shares paya
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