EFTA01369706.pdf

How does a SPAC work? I A publicly listed A SPAC is a financing tool that allows an investor to co-invest 'publicly' side-by-side with a best-in-class sponsor, The SPAC is an acquisition SPAC investor benefits ►rom downside protections while the sponsor, if successful, is entitled to entrepreneurial vehicle whereby a economics sponsor team raises a blind pool of cash to acquire a private Listed 'successor' operating company Listed `SPAC' Target company company The SPAC structure gives 'de — SPACing'- Publicly Acquisition Target 'reverse IPO' of investors access to top within 21-24 months listed operating operating company at acquisition operating tier management that is company company highly incentivized to with debt with debt and equity generate excess value and equity through sourcing private equity opportunities SPACs have also been Ideal sponsors Ideal targets successfully utilized for other strategies, including — Successful team of 'deal makers' and/or 'operators' — Viable IPO candidates 'in their own right' de-leveraging and — Companies that seek — Long track record of value creation — 'fast track' IPO with limited market/timing risk relisting securities — Proprietary deal sourcing network — ability to achieve earn-out — flexibilityto handle complicated structures — Differentiated and unique access to deep target set — access to Sponsor team — Seek an exit route and access to capital even in difficult debt — Experience in M&A and equity markets — Ability to bring value and management expertise post acquisition — Have succession issues — Want to keep majority interest and upside potential which can — Infrastructure to evaluate, underwrite and structure acquisition be structured through earn-out and warrant consideration Deutsche Bank 22 Corporate & Investment Banking CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062141 CONFIDENTIAL SDNY_GM_00208325 EFTA01369706