Butterfly SPAC Presentation Deck
Transaction Overview
Sources, uses and pro forma ownership
Sources
1.
2.
3.
4.
5.
6.
Butterfly Rollover Equity
Longview Cash Held in Trust
PIPE Investment
Total Sources
Share Price
Pro Forma Shares Outstanding
Equity Value
+ Debt
Pro Forma Valuation
Pro Forma Cash
Enterprise Value
2022E Revenue
EV / 2022E Revenue
$1,293.8
414.0¹
175.0
$1,882.8²
$10.00
203.73
$2,037.4
$4.44
(584.5)5
$1,457.3
$137.9
10.6x
Equity Consideration to Existing Investors
Cash to Balance Sheet
Estimated Transaction Expenses
Total Uses
Uses
Illustrative Pro Forma Ownership
Existing Butterfly
Rollover Equity
63.5%
$1,293.8
549.01.2
40.0
$1,882.8
LGVW Public Shares
20%
LGVW Sponsor Shares
5%
PIPE Investor Shares
9%
Convert Investor Shares
2.5%
Assumes no redemptions
Excludes the Forward Purchase Agreement (FPA) provided by funds managed by Glenview Capital Management. Such FPA provides for the purchase of common stock at $10 per share in an amount necessary to ensure, after factoring in PIPE investment and any
redemptions, that the minimum $250mm cash closing condition is met
Estimated fully diluted shares outstanding based on (i) 182.5mm common shares owned by: Longview Public Shareholders (41.4); Longview Sponsor/Board (10.4); PIPE (17.5); and legacy Butterfly (113.3); (ii) 23.3mm options outstanding and available for grant held by
legacy Butterfly and to be exercised using the Treasury Stock Method (16.1 net); (iii) 5.1mm shares issued to Butterfly convertible noteholders and converted at $10.00 per share immediately prior to closing; and (iv) excluding 13.8mm public warrants, 6.85mm
private warrants, the effect of any option exercises or forfeitures since September 29, 2020 and any newly authorized shares available for grant since September 29, 2020 that are attributable to a new option plan to be adopted at closing
Projected BFLY debt at 01/31/21: assumes $51.1mm of convertible debt illustratively converted at $10.00 per share
Projected BFLY cash balance at 01/31/21; includes $29.35mm of cash proceeds from convertible notes issued in October 2020 and converted at $10.00 per share immediately prior to closing
All shares of Series A Preferred of the Company would be exchanged into special voting stock carrying 20x voting power (and be otherwise identical to the Class A Common Stock issued in the IPO)
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