Zegna SPAC Presentation Deck
5. Transaction structure and valuation
TRANSACTION STRUCTURE
Key Transaction Highlights
Headline Valuation
$3,171m
Core Enterprise Value²
$2,497m
Core Equity Value
~62%
Existing Zegna Shareholders Ownership
$403m+$225m
SPAC Size + FPA8
18.0x
2022E Adj. EBIT Multiple³
Financing Details
$248m
Primary Proceeds4
Ermenegildo Zegna Group
$250m
PIPE Size9
~$546m
Secondary Proceeds
Sources & Uses
Sources ($m)
Existing Shareholders Rollover Equity
Cash in Trust
PIPE⁹
FPA8
Total
Free float
26.5%
1,554
403
Investindustrial5
11.3%
250
Pro Forma Ownership and Equity Valuation (at $10.0 per share)4
225
2,432
Existing Zegna
Shareholders
62.2%
Uses ($m)
Existing Shareholders Rollover Equity
Primary Proceeds4
Secondary Proceeds
Estimated Transaction Fees¹
Total
Pro Forma Ownership
Existing Zegna Shareholders
Investindustrial5
Free float
Total
NOSH (m)
155.4
28.2
66.1
249.7
1,554
248
546
84
2,432
Value ($m)
1,554
282
661
2,497
50% Sponsor promote shares not immediately available upon Closing, but subject to vesting conditions7 -
thus signaling full conviction and alignment on business prospects
Notes: See Appendix for important information about Core and other non-IFRS financial metrics;
Conversion based on EUR:USD exchange rate of 1.20
1. Include estimated VAT amount
2. Includes core Net Financial Indebtedness and debt-like items as of December 31st 2020, as well as adjustments for one-off cash outflows taking place in 2021 such as the cash contributions related to the New Bond Street (London) Building, Agnona
and the acquisitions of a 5% stake in Thom Browne, a 60% stake in Ubertino and a 40% stake in Biagioli
3. Adj. EBIT estimates used in computing the multiple include Ubertino's and Biagioli's forecasted EBIT contribution
4. Illustrative $10 share price, assuming no redemptions on SPAC shares; excludes 13.4m public warrants, 6.7m private placement warrants and any warrants granted to post-closing directors of Zegna Segment and Thom Browne Segment (each
warrant struck at $11.50)
5. Including 22.5m shares from $225m-equivalent forward purchase agreement, 5.03m shares from vested Sponsor promote shares and 0.62m shares invested in the PIPE by an independently managed investment subsidiary of Investindustrial VII L.P.
in addition to FPA commitment; excluding 5.03m promote shares to vest after the business combination as per note 7 and potential additional shares to be issued after the exercise of warrants
6. Includes 40.3m SPAC shares, 25.0m PIPE shares (net of 0.62m shares invested in the PIPE by an independently managed investment subsidiary of Investindustrial VII L.P. in addition to FPA commitment) and additional 1.5m shares issued as
management grants; excluding potential additional shares to be issued after the exercise of warrants.
7.35% of the Sponsor promote shares will vest when the stock price equals or exceeds $12.50, whilst 15% of the remaining Sponsor promote shares will vest when the stock price equals or exceeds $15.00
8. Please note that the FPA commitment -as agreed among parties is equal to €184.5m for the purchase of 22.5m shares. This amount, for the purpose of this page has been converted in USD to $225m
9. PIPE includes subscriptions made by certain directors and officers of Zegna and Thom Browne, as well as approx. $6.2m invested by an independently managed investment subsidiary of Investindustial VII L.P., in addition to the FPA commitment
CONFIDENTIAL
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