Presto SPAC Presentation Deck
Transaction Detail
Key Proposed Transaction Terms
● Fully Diluted Enterprise Value of $816.8M (7.2x CY23E revenue)
● Current Presto stockholders retain 77.0% of public entity
Transaction will result in ~$222.5M of cash added to the balance sheet to fund
accretive M&A and other strategic initiatives
● Management rollover 100% of their existing equity
Seller Earnout of 15M shares: 7.5M shares at $12.50, 7.5M shares at $15.00
●
●
Illustrative Post-Transaction Ownership
Current
Shareholders
Founder Shares
Public
Shareholders
17.4%
PIPE
1.4%
4.1%
77.0%
(in Millions)
Current Shareholders
Public Shareholders
Founder Shares
PIPE
Total Shares Outstanding
PF Shares
80.0
18.1
4.3
1.5
103.9
Pro Forma Valuation
($ in Millions)
Share Price
Fully Diluted Shares Outstanding (M)
Fully Diluted Equity Value
Less: Net Cash
Implied Enterprise Value
EV/2022E Revenue
EV/2023E Revenue
Illustrative Sources & Uses
Sources
Cash Held in Trust(1)
Proceeds from PIPE
Proceeds from Convert
Total Sources
Uses
Cash to Balance Sheet
Estimated Fees & Expenses
Total Uses
Note: This slide contains projected financial information with respecti Presto. Such projected financial information constitutes forward-looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. Illustrative shares outstanding
excludes additional 1M warrants that will be created in the deSPAC process and shares issued under the Long Term Incentive Plan which will equal 5% of total outstanding shares.
Note: Up to 15% of Founders Shares held by Ventoux Sponsors is subject to vesting and forfeiture, based on a sliding scale of the number of public shares redeemed Closing. If redemptions are: (i) 90%-100%, 15% is subject to vesting and forfeiture; (ii) 80%-90%, 10% is subject to vesting and
forfeiture; (iii) 70%-80%, 5% is subject to vesting and forfeiture; (iv) less than 70%, none are subject to vesting and forfeiture. Any amounts subject to vesting and forfeiture will vest if the volume-weighted average price of the Ventoux Common stock is greater than or equal to $12.50 for any 40 out of 60
consecutive days during the first 5 years following Closing.
(1) Pro forma cash in trust adjusted to the number of SPAC Shares x $10.00.
Note on Convert Terms:
1. Coupon is 9% for cash interest and 11% for PIK if elected by the company. Each increases by 1.5% unless $35M raised in concurrent equity.
2. Conversion price is lesser of (i) $13.00 and (ii) a 30% premium to the lowest per share price at which any equity of the Company is issued within 15 days prior to closing. Settlement is in shares, cash or a combination at election of the company.
3. Holder may convert any time before maturity. Company can force conversion starting one year after issuance if common stock closes at 30% premium to conversion price for 20 out of 30 consecutive trading days + company must issue additional shares pursuant to a customary "make-whole table".
4. Company can redeem by (1) paying principal and accrued interest, (2) ((a) through third anniversary, paying present value of future interest + 0.50%, and issuing warrants for 50% of the underlying shares being redeemed with $10 exercise price through maturity, or (b) between third anniversary and
maturity, paying present value of future interest.
5. In case of fundamental change (1) holders can elect to have company repurchase by paying principal and accrued interest, and (2) if holder converts it can receive additional shares pursuant to a customary "make-whole table".
Confidential - Do Not Distribute
$10.00
103.9
$1,039.3
$222.5
$816.8
14.8x
7.2x
$172.5
15.0
55.0
$242.5
$222.5
20.0
$242.5
presto
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