Navitas SPAC Presentation Deck
Transaction Summary
Total purchase price of $950mm
Implied purchase multiple of 5.2x 2023E revenue
Purchase multiple assumes 2023E revenue of ~$182.4mm
Transaction will be funded by $145mm PIPE, Live Oak Acquisition Corp. Il cash in trust of $253mm(1)
and issuance of common stock to existing Navitas investors
Total cash proceeds of $398mm(1) for the transaction
Net cash proceeds to Navitas balance sheet to accelerate and fund future growth initiatives
Navitas existing shareholders and management are rolling 100% of their equity into the transaction
LOKB Sponsor to defer 20% of sponsor promote into an earnout which can be earned in three
equal installments at $12.50, $17.00, and $20.00 a share(²)
Navitas pre-closing shareholders and equity incentive award holders will receive 10.0mm new additional
shares in the form of an earnout achieved in three equal installments at $12.50, $17.00, and $20.00 a share(²)
Remaining 80% of LOKB Sponsor common shares and Navitas management common shares also subject
to lock-up restrictions
Equal amounts subject one-, two- and three-year lock-ups, respectively (3)
Cash Sources and Uses ($mm)
SOURCES OF CASH
Live Oak II cash-in-trust(¹)
Navitas shareholder equity rollover
PIPE shareholders
Transaction Overview
Total Sources of Cash
O Navitas Semiconductor 2021
$253
$950
$145
USES OF CASH
Navitas shareholder equity
rollover
Cash to balance sheet
Deal expenses
$1,348 Total Uses of Cash
$950
$363
$35
$1,348
Total shares outstanding (2)
Price per share
Equity value
Less: net cash
Pro Forma Valuation ($mm, except per share data)
Total enterprise value
TEV / 2023E revenue
Pro Forma Illustrative Ownership Breakdown (5)
PIPE Investors
10.4%
LOKB Sponsor
3.6%
100% Existing
Investor Rollover
67.9%
7
ATLANTIC BRIDGE
C>PRICORN
INVESTMENTGROUP
Navitas
Live Oak II Shareholders
18.1%
139.9
$10.00
$1,399
($363) (4)
$1,036
5.7x
(1) Assumes no Live Oak Acquisition Corp. Il stockholder has exercised its redemption rights to receive cash from the trust account. This amount will be reduced by the amount of cash used to satisfy any redemptions.
(2) Pro forma share count includes 95.0mm seller rollover shares, 25.3mm Live Oak II SPAC shares, 14.5mm PIPE investor shares and 5.1 mm Live Oak II Sponsor shares. Excludes the impact of 10.0mm Seller earnout
shares and 1.3mm Sponsor promote shares vesting evenly at $12.50, $17.00 and $20.00.
(3) Equal amounts of the Sponsor Non-Earnout Shares will be subject to one-, two- and three-year lock-ups, respectively, provided that if the reported closing price of the combined company's Class A common stock
equals or exceeds $12.00, $17.00 or $20.00 per share, respectively, (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after Closing, then such shares will only be subject to early release of the lock-up restrictions after six months, one or two years following Closing, respectively.
(4) $363mm net cash excludes company's existing net cash of $24mm.
(5) Excludes the impact of 4.7mm private warrants and 8.3mm public warrants.
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