EFTA01369710.pdf

Sizing a SPAC should be driven by the size of the targets Dilutive impact of SPAC structure is minimized with a larger deal size Illustrative dilution on a $200mm SPAC at various transaction values The latest SPAC structure offers dramatically less Transaction value • TEV (multiple of IPO) 1.0x 3.0x 5.0x dilution compared to the legacy structure, which has TEV 5200.0 $600.0 $1,000.0 further facilitated successful acquisitions EBITDA purchase multiple 10.0x 10.0x 10.0x Additionally, by selecting EBITDA 20.0 60.0 100.0 targets with TEV much larger than the SPAC, the Fully diluted TEV w/ promote 5250.0 $650.0 $1,050.0 dilution hurdle can be Fully diluted EBITDA multiple 12.5x 10.8x 10.5x further decreased EBITDA delta (x) 2.5x 0.8x 0.5x An ideal target transaction EBITDA delta (%) 25.0% 8.3% 5.0% size for a SPAC is typically 3-5x the initial IPO size 12.5x 10.8x 10.5x 10.0x Key assumptions: — $200mm SPAC IPO - Sponsor promote of 20% or 550mm upfront — 10.0x TEV/EBITDA Acquisition TEV / EBITDA PF TEV/ EBITDA PF TEV/ EBITDA PF TEV/ EBITDA acquisition multiple (S250mm TEV) ($650mm TEV) ($1,050mm TEV) Deutsche Bank 26 Corporate & Investment Banking CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062145 CONFIDENTIAL SDNY_GM_00208329 EFTA01369710