Stem SPAC Presentation Deck
stem
Detailed transaction overview
Transaction Highlights
Cash Sources
Valuation
Capital Structure
ā
Pro Forma Ownership
at $10.00/Share(1)
Star Peak has ~$383MM in cash held in the trust account
PIPE size of $225MM
Attractive entry multiple relative to clean energy peer group
~$525MM net cash to balance sheet (assuming no redemptions)
to fund growth
Star Peak Public
Shareholders
28.3%
PIPE Shareholders
16.6%
Star Peak Sponsor
7.1%
Stem Management
Shareholders
4.6%
(2)
Stem Shareholders (2)
43.4%
Sources and Uses
Sources
Committed Equity PIPE
Star Peak Trust
Stem Shareholder Equity Rollover
Total Sources
Pro Forma Valuation
Pro Forma Shares Outstanding
Share Price
Stem Equity Value
Pro Forma 3Q20 Net Debt (Cash)
Stem Enterprise Value
Pro Forma Ownership
Ownership Breakdown
Stem Shareholders(4)
Star Peak Public Shareholders
Star Peak Sponsor
PIPE Shareholders
Equity Ownership
$MM
%
225 17.9%
383 30.4%
650 51.7%
$ 1,258
Confidential 32
Uses
Stock to Stem Shareholders
Estimated Fees and Expenses
Estimated Repayment of Debt (3)
Cash to Stem Balance Sheet
Total Uses
$MM
650
51
45
512
$ 1,258
Shares (MM)
65.0
38.3
9.6
22.5
135.4
Source: Stem, Star Peak.
(1) Pro forma ownership structure based on PIPE of $225MM, assuming no redemptions. Excludes Star Peak warrants. (2) Stem shareholdings includes common and preferred equity as well as warrants and equity which
may be net settled at the transaction date. (3) $45MM debt pay down reflects repayment of all outstanding indebtedness at closing (inclusive of make whole). (4) Equity value to Stem's existing shareholders is calculated
as $650MM at $10.00 share price.
%
51.7%
4.1%
3.6%
40.7%
135.4
$10.00
$1,354
(525)
$829
%
48.0%
28.3%
7.1%
16.6%
100.0%View entire presentation