P3 Health Partners SPAC Presentation Deck
Pro Forma Capitalization and Ownership
Estimated Transaction Sources And Uses¹ ($mm)
Sources ($mm)
Existing P3 equity rollover
SPAC cash in trust
Private placement of common equity
Total sources
Uses ($mm)
Existing P3 equity rollover
Cash proceeds to selling shareholders
Cash to balance sheet from transaction
Est. transaction fees and expenses
Total uses
$1,811
316³
209
$2,336
$1,811
315
180
30
4
$2,336
1 Transaction expenses are an estimate; 2 Total pro forma shares outstanding assumes 181.1mm from existing P3
shareholders, 31.6mm from Foresight shareholders, 20.9mm from new PIPE investors and 8.7mm from Foresight
sponsor. Excludes outstanding public warrants and warrants held by SPAC sponsor and any shares that may be
issued in connection with a warrant exchange offer or solicitation of approval to amend the warrants; 3 Assumes no
redemptions; 4 May be reduced to the extent SPAC cash in trust is reduced prior to closing by public stockholder
redemptions; 5 As of 04/30/21; 6 Includes $180mm of cash to balance sheet from transaction and $14mm from cash
on balance sheet of P3 as of 04/30/21
Note: Any lock-up of Company equity holder shares shall be mutually determined by the Company and Foresight in
advance of signing of Definitive Agreements (it being understood that such lock-up may be limited to shares issued
to executive officers, directors and parties that currently own five percent or more of the outstanding equity interests
of the Company) and shall not exceed 180 days; Cash and debt are shown as of 04/30/21 and may fluctuate prior
to, and may be more or less at Closing
Post-money Valuation At Close ($mm)²
PF transaction
Illustrative P3 share price
PF shares outstanding
Total PF equity value
(+) debt at close
(-) cash at close
Total PF enterprise value
2022E revenue
2023E revenue
PF 2022E EV / revenue
PF 2023E EV / revenue
Illustrative Post Transaction Ownership²
PIPE shareholders
8.6%
Foresight
shareholders
13.0%
Foresight sponsor
3.6%
O
Existing P3
shareholders
74.7%
$10.00
242.3
$2,423
61 5
(194)
$2,290
$825
$1,255
6
2.8x
1.8x
319
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