Presto SPAC Presentation Deck slide image

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 7
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