Altus Power SPAC Presentation Deck
Transaction Overview
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●
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
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3.
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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
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