Cannae SPAC Presentation Deck
2.
3.
4.
SYSTEM
5.
TREBIA
ACQUISITION
CORPORATION
Transaction Highlights
On June 29, 2021, Trebia Acquisition Corp. announced a definitive agreement for a business combination with
System1, a leading omnichannel customer acquisition platform
Transaction represents $1.4B Enterprise Value, or 11.9x and 9.1x 2021E and 2022E EV/Pro-Forma Billings
Adjusted EBITDA, respectively
As part of the transaction, System1 will also merge with Protected.net
As part of the transaction, Cannae removed its $75M FPA and instead has a $200M equity backstop for
redemptions
Cannae's backstop will be hit pro rata with debt for the first $200M of redemptions and then Cannae's
backstop will hit for the next $100M of redemptions (i.e., between redemption dollars $200-$300M)
Cannae maintains its previously agreed upon amount of sponsor promote (Cannae has a -26% in
Trasimene Trebia, LP, which results in a 15% indirect ownership interest in the sponsor promote)
Furthermore, if backstop is hit above $75M, Cannae can earn additional promote shares
Transaction was structured to provide 100% backstop of proceeds in Trebia SPAC Trust, comprised of a debt
commitment of up to $400M, a $200M equity backstop from Cannae and the potential for System1 management to
roll additional equity
The transaction is expected to close in Q4 2021
Pro Forma Ownership (M)4
No Redemptions
Shares % Own.
1.5
1.2%
1.5
1.2%
0.0
0.0%
8.5
6.6%
51.8
40.3%
66.8
51.9%
128.5
100.0%
$300M Redemptions
Shares % Own.
22.6
19.1%
2.6
2.2%
16.9%
20.0
7.4
6.2%
21.8
18.4%
66.8
56.4%
118.5
100.0%
In both scenarios
Cannae will also
own 1.2M
warrants at close
Sources and Uses Assuming No Redemptions ($M)¹
Cannae Total Shares
CNNE Founder Shares 5
CNNE Backstop Shares
Founder Shares (Excl. Cannae)
SPAC Investors
S1/Protected Management
Total
Note: Assumes no redemptions; The transaction provides for 100% backstop in the case of Trebia shareholder redemptions. The $518m of cash held in Trebia's trust account is
backstopped by the $200m equity commitment from Cannae, together with $218m of the BofA Securities debt commitment, which will be utilized as a backstop for potential future
redemptions by Trebia public stockholders. This in conjunction with the potential for management to roll additional equity creates a 100% backstop for potential future redemptions.
1. Sources and uses represent the merger of both Protected and System1 into Trebia Acquisition Corp.
$400m of total committed debt
Represents debt of $325m less cash of $175m
Excludes impact of warrants, excludes 1.45m sponsor shares and 1.45m sponsor shares which are transferred to management (both are restructured as an earnout at a
$12.50 threshold). Includes 66.75m existing shareholders rollover shares, 10.00m SPAC sponsor shares, and 51.75m SPAC investors shares
Includes the portion of founder shares Cannae owns indirectly through its ~26% interest in Trasimene Trebia, LP.
Sources
SPAC Cash
S1 / Protected Equity Rollover
Term Loan Debt²
Cash on Balance Sheet
Total Sources
Uses
Cash to Court Square
Cash to S1 Protected Management
Cash to Balance Sheet
S1 / Protected Management Rollover
Paydown Existing Debt
Fees & Expenses
Total Uses
Amount
PF Shares Outstanding
Share Price
PF Equity Value
(+) PF Net Debt³
PF Enterprise Value
PF EV/2021E PF Billings Adj. EBITDA
PF Net Debt / 2021E PF Billings Adj. EBITDA
2021E PF Billings Adj. EBITDA
$518
668
325
28
$1,538
Amount
Pro Forma Valuation Assuming No Redemptions ($M)
Valuation
$250
213
175
668
178
55
$1,538
CH
%
CANNAE
HOLDINGS, INC.
34%
43%
21%
2%
100%
%
16%
14%
11%
43%
12%
4%
100%
Amount
128.5
$10.00
$1,285
150
$1,435
11.9x
1.2x
$120
CANNAE HOLDINGS INVESTOR PRESENTATION AUGUST 2021 21View entire presentation