EFTA01369719.pdf

CAPITn" ACQUISI1 III Capitol Acquisition Corp. III (NASDAQ: "CLACU") $325 million IPO DB acted as joint Summary IPO terms Capitol Acquisition Corp. overview bookrunner on the IPO of Capitol Acquisition Corp. III (Capitol') is a blank check company formed for Capitol Acquisition Corp. CAPITOL the purpose of entering into a business combination with an enduring III, the third and largest ACOUISITIONIII business with compelling public market Pricing date: October 13. 2015 Sponsor team has long history of building outstanding companies. closing SPAC for Mark Ein who Transaction size: $325 million (includes $25mm greenshoe) complicated transactions and acting as a trusted partner to management previously successfully teams and other stakeholders Securities offered: 32.5 million units created two public - each consisling of 1 share of common stock and 1 Management team is led by Mark Ein, the Founder of Venturehouse Group. companies (Lindblad warrant (exercisable for 1 shared common stock) LLC. an former Partner at the Carlyle Group and the Founder of Capitol Acquisition Corp I and II Expeditions and Two Amount held in trust: Equal to 100% of offering proceeds - Em has over 20 years of experience in company building. venture capital & Harbors) using the SPAC Sponsor "at risk" $S 3 million investment in warrants at $1.00 per prwate equity investing investment: worrant (direct purchase of 8.3 millionwariants) structure in a variety of - precedent transactions demonstrate that a public acquisition company led Sponsor promote: Shams issued to sponsor at formation equivalent to market environments 20 0% of common equity ownership post - public raise by Mark Er, and his sponsor team can lead to a highly successful long- term outcome for companies and management teams Offering fees: 5.5% including 3.5% deferred fees - significant experience structuring complex transactions. best noted by the DB Role: Joint bookrunner novel structure used for the Capitol I Two Harbors merger Investment highlights Increased offering size will benefit Capitol III 0 Cohesive learn with long working relationships. complementary skill sets and diverse not/rods Capitol II Pipeline suggests Liege( • A number of Capitol most compelling targets either desred, or required, over $325 million of cash equity increased size of Capitol III makes the company a Sue more attractive acquirer of these tweets Key management Name 0 Socotra team has strong track record in ermine public acquisition company businesscombinations • Transaction size hits acquisition company 'sweet spot* Position AtbaCtree Deal attractive size to target universe (o g proprietary. Proactive deal sourcerg and create° thinking to generate proprietary. off- non-auction process companies) market imesimerils Sourcing Mark D. Em 0 Positioning increased size enables acquisition company to drive Chairmen & CEO increased benefit from capital market access O Successful experience in gelling fundamental investor participation and L. Dyson Dryden closing bock-end businesscombination • Increased size improves trading dynamics for post-deal President& CFO public company (e.g. increased float. liquidity etc.) Btht'er Tracery," • Increases likelihood of index inclusion and research Allhoidur H. Saomundason 0)713MICS coverage Post-rnargar, build loll(-term value through Intensive engagement and Vice President median market cap of a Russell 2000 company is 0 active oversight ^5700mm Deutsche Bank Source: Company date 34 Corporate Banking & Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062154 CONFIDENTIAL SDNY_GM_00208338 EFTA01369719