HUB Security SPAC Presentation Deck
(US$ in millions, unless otherwise noted)
.
Sources (1) (2)
HUB Equity
SPAC Cash in Trust (3)
PIPE Cash (4)
Founder Shares
Transaction Expenses (Paid in Equity)
Total Sources
ENTONCE
Transaction Overview
Uses (1) (2)
HUB Equity
Cash to Balance Sheet (5)
Transaction Expenses (6)
Founder Shares
(1)
Total Uses
(3)
Transaction Summary
Implied Enterprise Value of ~$1.28 Bn, or 7.3x FY2023E Revenue of $174.5
MM, representing a significant discount to public comps
(4)
$50MM common stock PIPE to fund acquisitions and growth capital with
$198MM cash to balance sheet (¹)
Existing HUB shareholders to retain 100% of their equity
Management and employee incentive earn-out of 24MM shares at $18.00
per share
(5)
$1,473
Assumes no redemptions by the public shareholders of Mount Rainier and excludes earn-out of 24MM Shares
(2) Values shown assuming $10.00 per Mount Rainier share, does not include impact of out-of-the-money warrants
As of February 2, 2022
(6)
(7)
Sources and Uses
PIPE shares issued at $10.00 per share following expected reverse share split prior to closing
Does not include $14MM of existing cash
Hub's debt balance as of January 2022 (Source: Management Accounts)
$1,200
176
50
43
4
Inclusive of HUB's cash balance as of January 2022 (Source: Management Accounts)
$1,473
$1,200
198
32
43
(11) Represents amount paid to advisors in equity
Share Price ($/sh.)
Pro Forma Shares Outstanding (1)(2)
Implied Equity Value
(+) Debt (7)
Pro Forma Valuation
(-) Pro Forma Cash (1) (8)
Enterprise Value
Pro Forma Ownership (⁹)
(8)
(9)
Pro Forma ownership excluding the earn-out of 24 MM shares and public and private warrants and assumes no redemptions by the public shareholders of Mount Rainier
(10) Inclusive of current HUB vested and unvested options based on the treasury stock method
3.4% Common PIPE
H
HUB
$10.00
147.5
$1,475
3.3% Mount Rainier Sponsor
0.3% Other (11)
15
Estimate of Hub and Mount Rainier's aggregate investment banking, deferred underwriting, legal, SEC and stock exchange, printing and consulting fees and expenses. Transaction expenses include an estimated $28MM paid in cash and
$4MM paid in equity
213
$1,277
81.3% HUB Shareholders (10)
11.7% Mount Rainier Shareholders
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