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 .
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