Vivid Seats SPAC Presentation Deck
Disclaimer (cont'd)
Private Placement
The securities to which this presentation relates have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. This presentation relates to securities that Vivid Seats intends to offer in
reliance on exemptions from the registration requirements of the Securities Act and other applicable laws. These exemptions apply to offers and sales of securities that do not involve a public offering. The securities have not been approved or recommended by any
federal, state or foreign securities authorities, nor have any of these authorities passed upon the merits of this offering or determined that this presentation is accurate or complete. Any representation to the contrary is a criminal offense.
Financial and Other Information
This presentation contains certain estimated preliminary financial results and key operating metrics for the year ended December 31, 2020, and the historical financial information respecting Vivid Seats contained in this presentation has been taken from or prepared
based on historical financial statements of Vivid Seats, including unaudited financial statements for its fiscal year ended December 31, 2020. This information is preliminary and subject to change. As such, actual results may differ from the estimated preliminary
results presented here and will not be finalized until year-end accounting procedures are completed. This presentation includes certain non-GAAP financial measures (including on a forward-looking basis) such as EBITDA, EBITDA Margin, Adjusted EBITDA and
Free Cash Flow. These non-GAAP measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any
other performance measures derived in accordance with GAAP. Vivid Seats believes that these non-GAAP measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about Vivid Seats. Vivid Seats'
management uses forward-looking non-GAAP measures to evaluate Vivid Seats' projected financials and operating performance. However, there are a number of limitations related to the use of these non-GAAP measures and their nearest GAAP equivalents,
including that they exclude significant expenses that are required by GAAP to be recorded in Vivid Seats' financial measures. In addition, other companies may calculate non-GAAP measures differently, or may use other measures to calculate their financial
performance, and therefore, Vivid Seats' non-GAAP measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are presented on a non-
GAAP basis without reconciliations of such forward-looking non-GAAP measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations.
Use of Projections
This presentation also contains certain financial forecasts, including projected revenue. Neither Horizon's nor Vivid Seats' independent auditors have studied, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their
inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect there to for the purpose of this presentation. These projections are for illustrative purposes only and should not be relied upon
as being necessarily indicative of future results. In this presentation, certain of the above-mentioned projected information has been provided for purposes of providing comparisons with historical data. The assumptions and estimates underlying the prospective
financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information.
Projections are inherently uncertain due to a number of factors outside of Horizon's or Vivid Seats' control. While all financial projections, estimates and targets are necessarily speculative, Horizon and Vivid Seats believe that the preparation of prospective financial
information involves increasingly higher levels of uncertainty the further out the projection, estimate or target extends from the date of preparation. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the
combined company after the Transaction or that actual results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial information in this presentation should not be regarded as a representation by
any person that the results contained in the prospective financial information will be achieved.
Participation in Solicitation
Horizon and Vivid Seats and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of Horizon's shareholders in connection with the proposed Transaction. Investors and security holders
may obtain more detailed information regarding the names and interests in the proposed Transaction of Horizon's directors and officers in Horizon's filings with the SEC, including Horizon's registration statement on Form S-1, which was originally filed with the SEC
on August 3, 2020. To the extent that holdings of Horizon's securities have changed from the amounts reported in Horizon's registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form S-4 filed
with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Horizon's shareholders in connection with the proposed Transaction will be set forth in the proxy statement/prospectus on Form S-4
for the proposed Transaction, which is expected to be filed by Vivid Seats with the SEC.
Investors and security holders of Horizon and Vivid Seats are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important
information about the proposed Transaction.
Investors and security holders will be able to obtain free copies of the proxy statement and other documents containing important information about Horizon and Vivid Seats through the website maintained by the SEC at www.sec.gov. Copies of the documents filed
with the SEC by Horizon can be obtained free of charge by directing a written request to Horizon Acquisition Corporation, 600 Steamboat Road, Suite 200, Greenwich, CT 06830.
VIVIDSEATS.
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