Cannae SPAC Presentation Deck slide image

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 21
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