flyExclusive SPAC
I. EXECUTIVE SUMMARY
PROPOSED TRANSACTION SUMMARY
Overview
flyExclusive (the "Company") is an established operator in the private aviation sector
flyExclusive expects to enter into a business combination agreement with EG Acquisition Corp.
(NYSE:EGGF)
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▪ EG Acquisition Corp. is a Special Purpose Acquisition Company sponsored by EnTrust Global and
GMF Capital that raised $225 million in its initial public offering on May 26, 2021
▪ Transaction implies a pre-transaction equity value of $600 million(¹)
• 1.3x Enterprise Value to 2023E Revenue and 10.6x Enterprise Value to 2023E EBITDA
Capital Structure
Anticipated transaction financing of up to $310 million, including $85 million of convertible notes and
$225 million of SPAC cash held in trust(2)
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Following the proposed transaction, flyExclusive is expected to be provided -$295 million of cash(2), in
addition to roughly $32.4 million current net cash balance
▪ Pro forma equity ownership percentage for the transaction(3):
62.1% flyExclusive Shareholders
▪ 32.1% EGA Public Shares and Committed Convertible Notes
5.8% Sponsor Shares
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Note: (1) flyExclusive currently has $108.7 million in debt (excludes plane lease liabilities due to control and repurchase features) and
-$32.4 million of current cash and marketable securities on the balance sheet as of June 30th, 2022 (2) No assumption has been made on the
ultimate level of trust redemptions and this represents the full cash in Trust and committed convertible notes, which will be converted into public
shares in the merger. Total cash assumes flyExclusive equity holders do not exercise right to have repurchased up to $20 million of shares at
closing at $10,00 per share (repurchase amount scales based on total cash in excess of $85 million per Equity Purchase Agreement)) (3) Pro
forma equity ownership does not reflect 11.8 million of warrants outstanding at $11.50 per share.
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