Clover Health SPAC Presentation Deck
Transaction Overview (Cont'd)
Pro forma enterprise value of $3.70B
$400M PIPE raised at $10.00 per share, including
$155M from IPOC sponsors
100% rollover by existing Clover management
Existing shareholders to receive super voting
shares (10:1) with sunset provisions
Over $733M of pro forma net cash held on balance
sheet
Completion of transaction is expected by 1021
Pro forma ownership(¹)
18.7% IPOC shareholders
9.0%
4.7%
PIPE
IPOC sponsors
67.6%
Existing Clover
shareholders
Total shares include 300.0 million rollover equity shares, 82.8 million IPOC public shares, 40.0 million shares from PIPE and 20.7 milion IPOC founder shares (exclusive of PIPE shares).
Assumes no redemptions and no management awards. The terms of the management awards are subject to continuing negotiations between the parties, and as a result, the pro forma
ownership percentages displayed may differ. Any dilution with respect to such management awards may be bome by all shareholders
12) Excludes any investment in PIPE.
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