EFTA01369699.pdf

Partnering with a SPAC is the better solution for sellers right now than a regular-way IPO, which is challenging path SpAC Most Illustrative post de-SPAC trading themeP recently- completed S 3- Or 11 de-SPACs have Achieve completed experienced virtually Si) - upfront structure and transactions post- Ability to pre-sound Efficient and expeditious process with pnce certainly from a Supportive base el investors (000k needs to be only Ix financial crisis. only ono transaction no redemptions Inceoconr‘ I sit hot senen.44 '4W tho transaction with • -1 month upfront Owner, subscribed to be spoken lot) (Blue Bird — HCAC) Se There are currently Agin walhcrossed valuation & documentalqn required charges 30 outstanding work before announcement MIME Flr the Mourn rote accounts and to terms post-public Calico SPACs with 56bn+ • 2-3 month SEC renew receive their buy-in manar.2..4.4e,.4.1t4 announcement in available capital period and marketing motivated to do poor to a public onLocaleopert deals and complete announcement so transactions within no "taint' vat' occur the next 2 years Actionability Reputation! Risk Timing and Price Valuation Execution Trading and and Expediency Discovery Considerations Certainty Performance Availability Commitment The IPO market lemons closed and largely inaccessiblein 2016 •of 010s Backlog ArnutSced postponed of IPOs` FT quote anti. insfrarugenoill of A erage (Smmi 43/ FM the Spat •IIPO - hoe ens often Se 60 - 201546 WO: 9 42 suppress the lawn prif • 10 as 2414I 54 elintral• a task that ,minis to be irking relative to 207 9 174 30 18 ■ mai' nine. oxetsubanbod 9 I 2gta 1s communicated ranges 5 AMON (PO, ate peg 4' D J= 8 Frtnt re 4rden.rhol gore nano undemedonned snotosiegars ma wroinde imp 2015 vTD3)16 The average 2015 any?1,0 "tryIMO) "toe 0nrer .3OO struggled pOS53aenCh 1:41 set. Ow 0Mb...ow,, w foss: IPO waited 80+ days me, SMAlkaff man..tiOnf Of be(owe execution Post-IPO Trading Stets CAN14, 5 OMNI Wit ' FT );OM Cr ) 23315 IPOs: (297%) Traditional IPOs 2016 IPO. (6 9%) Deutsche Bank Not* includes all US exchange Isted POs Market data as ci February 2016 16 (a) Only 4 IPOs (epluang Saver Run SPAC PO) have priced will all havoc; come out of the kealthcare sect( and many of them being partially covered pia to bunch Corporate Banking & Securities (b) Average I synthesized trading dynamicsof recent SSP Eagle AccensibOn COT . CISits AcquiretionCOlp ii. Hennessy Capt.' Acquisban Corp and Seslevard AoaudototoCcep SPACs (c) Number postponed per year imples deals thal are stet co file and yet to price does not include deals that are weeny...nor dean that were pastpcoed posl laureti and reed later on Backlog metes POs that were onfile as of January 1st of that year that were not wehdrawn ce postponed and were Fled within 365 days of that seat Source. 00u1SChe Bank ECM. Moombotp Cioatagt FriliMOSI rinse CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062133 CONFIDENTIAL SDNY_GM_00208317 EFTA01369699