Navitas SPAC Presentation Deck
Transaction Summary
Navitas Management
Gene Sheridan
Co-Founder & CEO
Rick Hendrix
Chief Executive
Officer
Todd Glickman
Sr. Vice President, Finance
Live Oak Acquisition Corp II
John Amboian
Chairman
Adam Fishman
Chief Operating
Officer
Overview
Valuation
Capital
Structure
Pro Forma
Ownership
M
Navitas
Transaction Highlights
Live Oak Acquisition Corp. II (NYSE: LOKB.U) is a publicly-listed special purpose acquisition company
with $253M cash held in trust that has entered into an agreement that contemplates a merger with
Navitas Semiconductor ("Navitas"), the world's first Gallium Nitride ("GaN") power IC platform
$145M PIPE in connection with the merger
Expected pro forma enterprise value of ~1,036M at closing
Represents an attractive entry multiple relative to peer group metrics
Pro forma for the transaction, assuming no redemptions from cash in trust and a $145M PIPE offering,
Navitas will have $363M in cash on the balance sheet to accelerate and fund future growth initiatives
▪ ~67.9% Navitas (100% seller rollover); 18.1% Live Oak II Shareholders; 10.4% PIPE Investors; 3.6%
Live Oak II Sponsor
Navitas pre-closing shareholders and equity incentive award holders to receive 10 million earnout
shares and Live Oak Sponsor Partners II, LLC ("LOKB Sponsor") will subject 20% of its common
shares to vesting and potential forfeiture
Shares vest in equal installments at $12.50/share, $17.00/share and $20.00/share(1)
Remaining 80% of LOKB Sponsor common shares and Navitas management's common shares are
also subject to lock-up restrictions
Equal amounts subject to one-, two- and three-year lock-ups, respectively(2)
Navitas and Live Oak are combining to advance and accelerate the
commercialization of Navitas' GaN-based power integrated circuits
(1) The LOKB Sponsor Earnout Shares shall become vested in equal installments at $12.50/share, $17.00/share and $20.00/share (in each case, achieved when the combined company's share price crosses each threshold for 20 out of 30 trading
days) after the first 150 days but earlier than 60 months following the Closing and otherwise be forfeited 60 months after Closing.
(2) Equal amounts of the Sponsor Non-Earnout Shares will be subject to one-, two- and three-year lock-ups, respectively, provided that if the reported closing price of the combined company's Class A common stock equals or exceeds $12.00,
$17.00 or $20.00 per share, respectively, (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Closing, then such
shares will only be subject to early release of the lock-up restrictions after six months, one or two years following Closing, respectively.
O Navitas Semiconductor 2021
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