Vivid Seats SPAC Presentation Deck slide image

Vivid Seats SPAC Presentation Deck

Illustrative Transaction Overview Sources & Uses Sources SPAC Cash (¹) ($155m Held by Sponsor) PIPE (incl. Sponsor Co-investment) Equity Rollover Total Sources Total Uses Uses Cash to Seller Cash to Pay Down Debt Equity Rollover First Lien Breakage Costs Transaction Fees & Expenses Amount $544 225 1,182 $1,951 Amount $- 675 1,182 33 61 $1,951 % 28% 12% 61% 100% % 0% 35% 61% 2% 3% 100% PF Shares Outstanding (2) Share Price PF Equity Value (+) PF Net Debt / (Cash) PF Enterprise Value PF EV/2022E Revenue PF EV/2022E EBITDA PF Net Debt/2022E EBITDA Horizon Public Pro Forma Valuation Shareholders 20% PIPE 12% Sponsor (3) Investment 8% Pro Forma Ownership Split Existing Shareholders 61% ($million) 195.1 $10.00 $1,951 Includes 15.5m shares held by Sponsor in Horizon Acquisition Corp. and 50k shares issued to Sponsor pursuant to the warrant exchange (4) All founder shares will be exchanged into new warrants and a nominal number of shares in order to ensure a tax-free exchange. Existing shareholders will be issued 6.0m warrants in Hoya Intermediate, LLC (the operating company), which will be struck ratably at $10.00 and $15.00, respectively (0) $1,951 4.3x 17.7x 0.0x Founder shares (13.6 million) converted into warrants | 17.0 million struck at $10.00 and 17.0 million struck at $15.00; with an additional 6.0 million issued to selling shareholders at same ratio (4) Note: Assumes no redemptions from SPAC investors; all potential redemptions backstopped via an affiliate of the Sponsor. Excludes impact of 13.0m warrants held by public and 11.7m warrants held by the Sponsor (includes 5.2m pursuant to IPO investment) struck at $11.50. Also excludes two tranches of 17.0m warrants each held by the Sponsor struck at $10.00 and $15.00 with a ten year term, respectively, and 6.0m warrants issued to the selling shareholders, which will be struck ratably at $10.00 and $15.00, respectively (1) Excludes interest earned in the trust. SPAC cash amount subject to change depending on the actual interest earned in the trust (2) Includes 118.2m Vivid Seats rollover shares, 22.5m PIPE shares (including Sponsor co-investment), 15.6m Sponsor Shares (15.5m shares held by Sponsor in Horizon Acquisition Corp. and 50k shares issued to Sponsor pursuant to the warrant exchange), and 38.9m SPAC shares (excluding 15.6m held by Sponsor) Vivid Seats . 9
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