EVE SPAC Presentation Deck
Transaction Overview
$ in millions, except per share data
Sources
Embraer Rollover
Cash in Trust
PIPE Equity
Total Sources
Uses
Embraer Rollover
Cash to the Balance Sheet
Estimated Fees and Expenses
Total Uses
$2,200
$237
$305
$2,742
$2,200
$507
$35
$2,742
Pro Forma Valuation
Share Price
Pro Forma Shares Outstanding (1)
Equity Value
Less: Net Cash (2)
Enterprise Value
Pro Forma Ownership (1)
Embraer / Eve
Rollover | 77.3% (3)
O
PIPE Investors | 10.6%
$10.00
288.4
$2,884
$512
$2,372
Zanite Public Shareholders | 8.0%
Strategic Partner Warrants | 2.2%
Zanite Founder Shares | 2.0% (4)
Note: Transaction terms are subject to change.
(1) Fully-diluted pro forma shares outstanding under the treasury stock method including: (i) 2.9M initial equity incentive shares granted to Eve employees at closing; and (ii) 6.3M shares issuable upon the exercise of strategic partner penny
warrants granted and vested at closing and subject to lock-ups of three to five years; and excluding: (i) 7.9M shares issuable upon the exercise of strategic partner penny warrants subject to milestone-based vesting; (ii) 17.0M shares issuable
upon the exercise of strategic partner warrants with a $13.97 weighted average exercise price granted and vested at closing; (iii) 14.3M shares issuable upon the exercise of Zanite private placement warrants with an $11.50 exercise price
vested at closing and subject to a three year lockup; (iv) 11.5M shares issuable upon the exercise of Zanite public warrants with an $11.50 exercise price vested at closing; and (v) any redemptions by Zanite public shareholders. Figures do not
add to 100% due to rounding.
(2) Comprised of $237M cash in trust (excluding any redemptions by Zanite public shareholders), $305M in PIPE proceeds and $5M of estimated Company net cash at Closing, minus $35M in estimated transaction expenses.
(3) Embraer / Eve rollover excludes Embraer's committed $175M investment in the PIPE, which is included in the PIPE investors ownership line. Embraer is expected to have 82.3% pro forma ownership including its PIPE investment.
(4) Zanite founder shares excludes Zanite Sponsor's committed $25M investment in the PIPE, which is included in the PIPE investors ownership line. Zanite Sponsor is expected to have 2.9% pro forma ownership including its PIPE investment.
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