Altus Power SPAC Presentation Deck slide image

Altus Power SPAC Presentation Deck

Transaction Overview ● ● 1. 2. $403mm in cash-in-trust and $275mm PIPE $338mm cash to balance sheet Pre-money equity valuation of $900mm Significant alignment amongst all shareholders: Existing shareholders rolling 100% of common equity; Blackstone, Management and Board have committed to invest more than $25MM in the PIPE ● 3. ● Sources CBAH Cash-in-Trust PIPE Proceeds Altus Power Equity Rollover Existing Debt Transaction Summary CBRE SAILSM structure creates further alignment; economics are earned over time as the company grows (unlike traditional SPAC structures where sponsor receives economics upfront) CBRE has provided a commitment to backstop up to $150mm of SPAC redemptions at the same terms as the PIPE Transaction expected to close in Q4 2021 Total Sources Sources and Uses ($mm)¹ $403 275 900 393 $1,970 Uses Cash to Balance Sheet Altus Power Equity Rollover Altus Power Debt Rollover 4 Repayment of Altus Power Pref. Illustrative Transaction Fees Total Uses $338 900 393 279 60 $1,970 Assumes no redemptions and full repayment of the Altus Power Pref. As of December 31, 2020, pro forma debt of $393mm, cash balance of $38mm and NCI estimate of $33mm. Pro forma cash balance includes the $38mm and $338mm of cash to balance sheet. Represents ownership at close assuming no redemptions and full repayment of the Altus Power Pref. Due to SAIL construct, ownership at transaction close does not reflect future CBRE ownership, if and when earned. Does not reflect the impact of the outstanding warrants, which will not be exercisable at transaction close. 4. Enterprise Value ($mm) Pro Forma Shares Outstanding (mm) 1 (x) Illustrative Share Price Pro Forma Equity Value (+) Pro Forma Debt² (-) Pro Forma Cash ² 2 (+) Non-controlling Interest ² Pro Forma Enterprise Value Transaction Multiples 2022E Annualized EV / EBITDA 2023E Calendar EV / EBITDA 2024E Calendar EV / EBITDA Pro Forma Valuation¹ Pro Forma Ownership³ Other PIPE Shareholders 12% CBRE PIPE Shares 4% CBRE Acquisition Holdings Blackstone 17% CBAH Public Shareholders 26% Blackstone & Management PIPE Shares 1% Altus Power Management Shareholders 40% ALTUS POWER The Altus Power Pref. is a non-convertible preferred security with a November 2024 redemption date and an 8% dividend rate. In the event that the total proceeds from cash-in-trust (net of redemptions) and PIPE are less than $678 million, the Company intends to repay the Altus Power Pref. in full with a mix of cash on hand and a new promissory note provided by Blackstone or a third party on economic terms no less favorable to the Company than the current security. Pro forma estimate as of expected close Q4 2021. 157.8 $10.00 $1,578 $393 ($376) $33 $1,627 14.3x 10.6x 7.1X 28
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