EFTA01369698.pdf

Flexibility of SPAC M&A structures SPACs afford Sponsors ability to fit transactions to their needs I Potentially even more attractive than traditional IPOs based on SPACs' ability to pre- sound the offering and market the a story over 3 - 4 months, which significantly enhances transaction certainty and cements a target's viability in the public markets IPO substitute Hybrid Cash t Stock Deal Cash Buyouts Company seeking an IPO but story has not been appreciated by typical Private equity sponsor seeking Private equity sponsor or liquidity and public valuation for a IPO investors strategic seeking partial liquidity long-held asset Short-term dislocation of sales and/or but still wants to participate in profits upside Strategic looking to spin-off or ✓ Story lacking clear growth that can be carve-out any non-core assets Company looking to sell greater critical in typical IPO stake a significantly higher Ability to deliver seller certainty on Sub-scale for typical IPO stake than would be possible in price typical IPO Management team not Wall Street ready WL Ross / Nexeo Solutions Quinpario / Jason Industries Good company with a bad balance (TPG Capital) sheet (Saw Mill) Boulevard / AgroFresh Azteca / (Dow Chemical) Silver Eagle / Hemisphere Levy / Del Taco VideoCon (lntermedia) Hennessy / BlueBird (Leonard Green) (Dhoot family) (Cerberus) Deutsche Bank Note: Del Taco and Jason Industries mowing shareholders retained a very small minority positron in their respective companies 14 Corporate & Investment Banking CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062131 CONFIDENTIAL SDNY_GM_00208315 EFTA01369698