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This document is For Internal Use Only.
Deutsche Bank
Corporate & Investment Banking
CONFIDENTIAL
SPAC discussion materials
August 2016
Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts
investment banking and
securities activities in the United States.
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made as to the Information's accuracy or completeness and Deutsche Bank
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nstituting the giving
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Deutsche Bank
Corporate & Investment Banking
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Contents
Section
1
Executive summary
1
2 SPAC market updates
3 SPAC 101
Appendix
I
II
Deutsche Bank SPAC credentials
Selected DB SPAC M&A case studies
18
22
29
41
Deutsche Bank
Corporate & Investment Banking
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Deutsche Bank
Corporate & Investment Banking
Executive summary
Section 1
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Executive summary
fit
The U.S. SPAC market had a strong 2015, with several notable IPOs and
completed business combinations fueling the market
there is currently $6.0 billion of SPAC capital outstanding, of which DB has
led $3.3 billion
there is currently $6.0 billion of SPAC capital outstanding, of which DB has
led $3.3 billion
€it DB served as the lead Equity Capital Markets Advisor to WL Ross Holding
Corp. on its $1.64bn acquisition of
Solutions
€it
€it
DB served as the lead Equity Capital Markets Advisor to WL Ross Holding
Corp. on its $1.64bn acquisition of Nexeo
The ongoing trend toward better, more institutionalized sponsors and higher
quality target companies continues to validate the
structure and increase investor interest
Deutsche Bank further built on its SPAC leadership position, leading IPOs
for Pace Holdings Corp. (TPG), Gores Holdings,
Double Eagle Acquisition Corp., Capitol 3 Acquisition Corp, and Global
Partner Acquisition Corp during 2H2015
DB recently completed the $250mm IPO for
Pt
Pt
Landcadia
Holdings Inc, a SPAC sponsored by Rich Handler and Tilman
Fertitta, $500mm IPO for Silver Run Acquisition Corp, a Riverstone-sponsored
SPAC as well as the €250m IPO for
Mediawan, the largest French IPO / SPAC YTD sponsored by Xavier Niel, PA
Capton, and Matthieu Pigasse
DB has led a meaningful evolution of the SPAC structure since the financial
crisis, reducing its dilution, creating better
alignment of interest, and ultimately attracting a better investor base into
the product
Deutsche Bank is also leading a publicly-filed $350mm IPO along with Goldman
Sachs for a Centerview Capitalsponsored
SPAC that launched on July 11th
Working with the right SPAC advisor is critical as the market continues to
shift towards high-quality SPAC sponsors aligned
with experienced, bulge-bracket banks
the last two non-DB led SPAC IPOs had to be postponed, as SPAC IPOs have
proliferated and investors have become
more selective
DB led SPAC IPOs had to be postponed, as SPAC IPOs have proliferated and
investors have become
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Deutsche Bank has been fully committed to the SPAC structure since 2005, and
we have strong institutional capabilities
throughout the life of a SPAC, from IPO to target sourcing and assessment,
to the ultimate merger and capital markets
positioning exercise
fit
We look forward to discussing the SPAC landscape with your team and
exploring potential opportunities in the space
Deutsche Bank
Corporate Banking & Securities
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The Integrated Deutsche Bank team dedicated to SPACs
Tenured team with continuity and focus since the early 2000s
SPAC Investment Banking
i 17+ years of M&A, capital
raising and financial
advisory experience
Carlos Alvarez
Manaaina Director
A Helped raise 25 SPACs,
both pre and post-crisis
prl Helped complete 7 deSPACing
transactions
j Head of DB SPAC franchise
j Expertise in permanent
capital and alternative asset
management
Ravi Raghunathan
Vice President
Brandon Sun
Vice President
Michael Tomaino
Associate
Brian Choi
Analyst
Deutsche Bank
Corporate Banking & Securities
A 8+ years of M&A, capital
raising and financial
advisory experience
i Helped raise 20 SPACs
i Facilitated completion of 9
de-SPACing transactions
Frank Windels
Managing Director
i 3+ years of M&A, capital
raising and financial
advisory experience
i Helped raise 15 SPACs
i Facilitated completion of 6
de-SPACing transactions
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• 2+ years of M&A and capital
raising experience
• Helped raise 15 SPACs
• Facilitated completion of 6
de-SPACing transactions
• 1 year of M&A, capital
raising and financial
advisory experience
p4 Helped raise 5 SPACs
• Facilitated completion of 3
de-SPACing transactions
Primary banking contacts
on SPAC execution and
investor / target education
John Eydenberg
Vice Chairman
CIB Americas
Michael Walsh
Managing Director
Global Co-Head of FSG
Rakesh Kadakia
Managing Director
Head of US Convertible Trading
Primary business
combination
related contacts
Primary SPAC syndicate
contact and SPAC market
specialist
SPAC leads on trading
floor and back-end
trading support
Financial Sponsors Group
Head of Syndicate, ECM
Americas
Senior Equity Capital Markets Focus
Mark Hantho
Managing Director
Global Head of Equity Capital
Markets
SPAC Capital Markets
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Jeffrey Bunzel
Managing Director
Americas Head of Equity
Capital Markets
Eric Hackel
Managing Director
Head of Alternative Equity
Solutions Origination
20+ years of capital raising
and advisory services for both
pre-and-post-crisis SPACs
Helped raise —80 SPACs
Helped complete 50+ deSPACing
transactions
Day-to-day SPAC syndicate
lead and SPAC market expert
Equity Capital Markets Syndicate
20+ years of ECM syndicate
experience at DB for key FIG
and SPAC clients
Participated in all the front
and back-end SPAC
executions over the years
Maintains day-to-day
connectivity with key SPAC
and institutional accounts
SPAC Institutional Sales & Trading
rq 18+ years of financial
services experience in
the trading and
investment management
industries
Worked extensively with
Eric Hackel over the
years, covering key
SPACs
Front and backend
execution
and syndicate
2
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Gores Holdings, Inc. announces acquisition of Hostess
Brands from Apollo Global Management and Metropoulos
& Co. for $2,292mm
Deutsche Bank served as the
lead Capital Markets for Gores
Holdings, Inc. on its $2,292mm
acquisition of Hostess Brands
("Hostess")
In August 2015, Deutsche Bank
acted as the sole bookrunner on
GRSH's $375mm IPO
PF Capitalization ($ in mm)
PF shares (mm)
Total equity value(a)
PF debt
PF enterprise value
Transaction overview
\Z On July 5, 2016, Gores Holdings, Inc. ("GRSH") and Hostess Brands
announced the signing of a definitive merger agreement, whereby GRSH will
acquire Hostess Brands at an enterprise value of $2,292mm, representing
10.4x 2016E EBITDA of $220 million
announced the signing of a definitive merger agreement, whereby GRSH will
acquire Hostess Brands at an enterprise value of $2,292mm, representing
\Z Hostess Brands is a leading national bakery company with nearly a hundred
year history and is owned by Apollo Global Management and Metropoulos &
Co., who will retain a combined 42% pro forma ownership stake
€it After the deal, Dean Metropoulos will remain executive Chairman of the
public Hostess Brands and retain $300mm in the Company
130.0
$1,300.4
$991.8
$2,292.2
9 Additional PIPE investors committed to participate via $350mm private
placement (Dean Metropoulos chose to roll-over an additional $50mm
alongside the transaction)
t
the biggest PIPE raised alongside a SPAC transaction
Represents the largest post-financial crisis de-SPAC transaction as well
as
largest Food and Beverage M&A transaction announced year
largest Food and Beverage M&A transaction announced year-to-date(b) in
North America
\Z $173mm of the proceeds will be used to de- lever the company to 4.5x 2016E
EBITDA to be in-line with comps
Long-term sponsorship from premier investors
Sources & Uses ($ mm)
Sources of cash
Existing Cash in Trust
Additional PIPE Investors
CDM additional roll-over
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Total Sources
Uses of cash
Cash Consideration
Cash to De-lever
Gores Holdings transaction
costs
Total Uses
$375
300
50
$725
$522
173
30
$725
Deutsche Bank
Corporate Banking & Securities
iC
(c) DTW stands for "Direct-to-Warehouse", ESL stands for "Extended Shelf
Life".
Source: Public filings
Dean Metropoulos: Storied Investor with History of Turnaround Success
Thought leader and brand revival specialist with deep investing,
restructuring and
operating experience; history of value creation, with over 25 years of
partnerships with
major PE firms to successfully rebuild some of the most iconic consumer
brands,
including:
The Gores Group/Gores Holdings, Inc.
Global PE firm with 28-year track record
of operational investing; consumer
expertise includes:
Apollo Global Management
Leading global alternative investment
manager in PE, credit and real estate
with over $170bn AUM; consumer
expertise includes:
JL
LJ
Industry leader with an entrenched national footprint that can boast of
90%
brand recognition and premium pricing power
Investment highlights
Iconic premium brand with 100-Year history and national reach
Attractive industry structure with favorable growth trends
Diversified product offerings address entire SBG category
Extensive distribution network and leading logistical capabilities
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Transaction structured at an attractive entry point relative to peers
Highly actionable organic and acquisition growth initiatives
Experienced management team led consumer investor
Note: Pro-forma ownership of Hostess includes SPAC shareholders (29%), PIPE
investors (21%), Gores (8%), Apollo (17%) and C. Dean Met
(a) Assuming shares trade at $10.00 post transaction close.
(b) Excluding food distributors.
ropoulos (25%).
3
Company overview
Hostess Brands is a leading national bakery company that produces and
distributes products that address the entire sweet baked goods category
After Chapter 7 bankruptcy in November 2012, Apollo and Metropoulos
bought Hostess and restructured the brand, leading to re-launch in 02 2014
Projected FY2016E EBITDA of $220mm and FY2017E EBITDA of $235mm,
with continued meaningful top-line growth
Industry-leading EBITDA margins of 30%
85%+ EBITDA to FCF conversion by 2017
t
;c Company well-positioned to take advantage of compelling growth tailwinds
fueled by snacking trends through DTW and ESL platform innovations(c),
untapped opportunities and platform extensions, and actionable acquisition
growth initiatives, on top of legacy market share recapture.
\Z Clean asset base free of legacy liabilities, with $130mm of capital
investments in key operational improvements
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Silver Run Acquisition Corp. announces acquisition of
Centennial Resource Production for $1.74bn
Deutsche Bank served as the
Joint Equity Capital Markets
Advisor for Silver Run Acquisition
Corp. ("SRAQ") on its $1.74bn
acquisition of Centennial
Resource Production, LLC
("Centennial")
WRiverstone and its affiliated
funds co-invested through a
$810 million PIPE
INFidelity and Capital World also
participated via a $200 million
PIPE
In February 2016, Deutsche Bank
acted as the lead left bookrunner
on Silver Run's $500mm IPO
Illustrative PF Valuation
PF shares (mm)
Total equity value
PF net debt
Pro-forma Firm Value
Firm Value / Adj. EBITDAX
FV / 2017E Adj. EBITDAX
FV / 2018E Adj. EBITDAX
$184
NM
$1,835
($100)
$1,735
TX
Transaction overview
\Z On July 22, 2016, Silver Run Acquisition Corp. and Centennial Resource
Production announced the signing of a definitive merger agreement, whereby
S will acquire Centennial at an enterprise value of $1.74bn, representing
12.6x 2017E Adjusted EBITDAX of $138 million
.>Z On July 6, 2016, certain funds controlled by Riverstone entered into an
agreement to acquire a majority interest in Centennial
.>Z Riverstone
and certain affiliates will contribute approximately $810mm of
cash in exchange for Class A shares and will acquire a majority interest in
Centennial
— The existing owners of Centennial will retain a significant equity stake in
Centennial (-1190
The existing owners of Centennial will retain a significant equity stake in
\Z Successfully secured $200mm in PIPE commitments from institutional
investors to fund the remaining consideration
\Z Transaction expected to close in September 2016
\Z Ended Centennial's IPO plans to file for the first IPO of a U.S. oil and
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gas
producer since 2014 price crash
— Silver Run expects that sponsor experience will lead to better acreage
development in West Texas and subsequent higher valuations
Acreage map
Loving
Company and business highlights
)Z Centennial Resource Development, Inc ("CDEV") was formed on August 30,
2012 by management, 3rd party investors and an affiliate of Natural Gas
Partners ("NGP")
\Z On June 22, 2016, CDEV filed an S-1
— gross proceeds of $100mm from IPO expected to pay down $65mm of
existing term loan, credit facility and fund capex
— CDEV ultimately decided to exit through a sale process with Silver Run
\Z CDEV is an independent oil and gas company with assets concentrated in
the Delaware Basin
— large, contiguous acreage in the Reeves, Ward and Pecos counties
— 61 horizontal producing wells 45 miles long by 20 miles wide
— operate —83% of —42,500 leased/acquired net acres with —82% NWI
\Z 1,357 gross horizontal locations with a focus on extending laterally
\Z In 2015, operated an average one rig and 12 horizontal wells of production
— suspended drilling activity in March 2016 to preserve capital
— added one horizontal rig in June 2016 and expect to add a second rig in
4016
Investment highlights
Winkler
JL
ena.
LJ
12.6x
6.6x
Reeves
Pecos
1)C
iC
Deutsche Bank
Corporate Banking & Securities
Source: Public filings
Pure-play core Delaware Basin company
42,500 net acres primarily in Reeves and Ward counties
Approximately 7,200 boe/d of net production
48.6MMboe of net proved reserves as of June 2016
Stacked pay consisting of 5 currently producing shale zones with
upside for 7 more
1,357 gross identified potential horizontal drilling locations
Among the best performers in the Southern Delaware Basin based on
production per lateral foot
4
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Terrapin 3 Acquisition Corp. announces acquisition of
Yatra Online, Inc. for $218mm
Deutsche Bank served as the
lead Capital Markets for Terrapin
3 Acquisition Corp. ("TRTL") on
its $218mm acquisition of Yatra
Online, Inc. ("Yatra")
In July 2014, Deutsche Bank
acted as the sole bookrunner on
TRTL's $213mm IPO
PF Capitalization ($ in mm)
PF shares (mm)
Total equity value
PF net cash
PF enterprise value
EV / 2017E Net Rev.
EV / 2018E Net Rev.
40.2
$402
$149
$254
3.0x
2.1x
Transaction overview
\Z On July 13, 2016, Terrapin 3 Acquisition Corp. ("TRTL") and Yatra
Inc. announced the signing of a definitive merger agreement, whereby TRTL
will acquire Yatra at an enterprise value of $218mm, representing
Online,
Inc. announced the signing of a definitive merger agreement, whereby TRTL
at an enterprise value of $218mm, representing 3.0x
FY2017E net revenue and 2.1x FY2018E net revenue
\Z Of the pro-forma company, Yatra's existing shareholders will retain 34%
ownership, TRTL's public shareholders will hold 53%, TRTL founders will
hold 8%, and Macquarie Capital will hold 5%
ownership, TRTL's public shareholders will hold 53%, TRTL founders will
Z
The first $100mm of cash in the transaction is allocated to repay outstanding
debt and pay transaction fees, with the remainder allocated as cash on
Yatra's balance sheet
fit
80% of any amount received above $100mm will be paid to the current
Yatra shareholders, and remaining amount as cash to Yatra's balance
sheet
)Z Macquarie Capital has committed $20mm in a forward purchase agreement,
to be funded upon business combination
\Z Yatra's
Sources & Uses ($ in mm)
Sources of cash
Existing cash in trust
(a)
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Macquarie fwd purchase
Stock consideration
Total sources
Uses of cash
Cash to existing owners
Debt repayment
Cash to balance sheet
Fees and expenses
Stock consideration
Total uses
212.8
20.0
143.8
376.5
80.0
6.0
136.8
10.0
143.8
376.5
Growth in
online travel
•18% growth
rate since
2013
•Expected
—16%
through 2020
Deutsche Bank
Corporate Banking & Securities
Tech trends
driving
e-commerce
•Smartphone
penetration
17%
•India has the
second largest
volume of
internet users
•Outbound
tourism doubled,
domestic tripled
since 2008
•YTD passenger
growth >20%
•Greater than
8% annual GDP
growth
•Number 4 in
GDP purchasing
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power
(a) Assumes 100% of cash-in-trust remains at close of transaction.
Source: Public filings
Burgeoning
travel market
India's macro
tailwind
Leisure
spending on
the rise
•40% growth
in
discretionary
purchases
between
2000 and
2010
management will continue to operate the business post
-transaction
Market landscape and growth opportunities
it:
Company overview
9 Yatra is a one-stop online shop for all travel-related services aimed at
both
leisure and business travel in India
€)E Launched in 2006 and has garnered 4.3mm customers and 74% repeat
transactions
9 Projected FY2017E net revenue of $84mm and FY2018E net revenue of
$120mm, representing transaction valuation at meaningful discounts to peers
9 Company well-positioned to take advantage of compelling growth tailwinds
fueled by India's macroeconomic trends, a burgeoning travel market,
increased leisure spending, and untapped penetration of the online and
mobile travel market in India
.>Z Yatra has invested heavily in innovation, successfully building a multi-
app
platform for specific consumer segments in 2013. The mobile app crossed
6mm downloads in June, and 57% booking traffic is through mobile
The company has the largest Indian hotel inventory with -61,000 hotels
(49,000 of which are in the budget category) in 750 cities and towns
Industry leader with an entrenched domestic footprint that can boast #1 in
brand awareness and #6 in consumer trust for travel companies
Investment highlights
Leading Indian online travel agency with strong brand recognition
Attractive market with rapid geographical and industry growth trends
Unique business model with high barriers to entry
Integrated online and multi-app mobile platform
Largest domestic hotel network with a focus on budget hotels
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Experienced management team with track record of delivering growth
5
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Landcadia Holdings, Inc. (NASDAQ: "LCAHU")
$250 million SPAC IPO
Key management
Name
Position
Pricing date
Tilman Fertitta
Co-Chairman & CEO
Richard Handler
Co-Chairman & President
Richard Liem
CFO & VP
Sponsor investing
experience
Transaction size
Securities offered
Amount held in trust:
Sponsor "at risk"
investment:
Sponsor ownership:
DB role:
Landcadia Holdings offering terms
Landcadia Holdings, Inc.
May 25, 2016
$250 million
25 million units
€it
each unit consisting of 1 share of Class A common
stock and 1 warrant to purchase half a share of
Class A common stock
Equal to 100% of offering proceeds
$7.0 million investment in warrants at $0.50 per warrant
(purchase of 14.0mm warrants)
Shares issued to sponsor at formation equivalent to
20.0% of common equity ownership post - public raise
Joint bookrunner (highest economics)
(highest economics)
Transaction overview
IN Intends to find a target in the dining, hospitality, entertainment and
gaming sectors
in the US
VA Management team led by Tilman Fertitta, sole shareholder, Chairman & CEO
of
Fertitta Entertainment Inc. (FEI) and Richard Handler, CEO of Leucadia
National
Corporation and its largest operating subsidiary, Jefferies Group LLC
IN over 50 years of collective operating and investing experience across
multiple
sectors, most notably in restaurants
IN under Fertitta's leadership, FEI has executed over 20 acquisitions since
EFTA01414397
the
formation of the company and generated sales in excess of $3.2bn in 2015
IN Potential benefits to Landcadia:
VA opportunity to leverage deep industry / transaction knowledge to scale
businesses and maximize full growth potential
VA alignment of interests with a significant stake tied to the future
performance of
the Company in an all-stock or stock/cash business combination
IN opportunity to monetize proprietary deal flow
VA potential monetary benefits from appreciation of any stock that may be
received in the initial business combination
Strategic alliance
Landcadia's sponsors share similar investment philosophy focused on
identifying
undervalued assets through evaluation of the business fundamentals and the
opportunity for operational and/or capital structure improvements
the business fundamentals and the
capital structure improvements
Landcadia
Holdings, Inc
NA Experience in creating
value through operational
initiatives
VA Resources and expertise
for platform and add-on
acquisitions
NA Deep industry knowledge
with extensive network of
contacts
Deutsche Bank
Corporate Banking & Securities
Source: Company filings
FEI
Leucadia
M&A, value investing
and corporate finance
expertise
M&A, value investing
and corporate finance
expertise
Leucadia National
Corporation
NI Global reach and broad
knowledge base
Access to proprietary
deal flow
Access to proprietary
deal flow
IC
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7C
Transaction benefits to potential target / sellers
Partnership with the Landcadia team including access to its global network
and operational/financial expertise
Potential for owners to receive stock in the initial business combination
and create substantial liquidity and realization of value through publicly
traded securities of Landcadia
"Fast track" to becoming a Nasdaq listed company while minimizing
disruptions to the Company and its employees
Access to US capital markets and a public currency that can be used to
fund acquisitions and organic expansion
Ability to structure a transaction to meet specific target needs
6
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Conyers Park Acquisition Corp (NASDAQ: "CPAAU")
$402.5 million SPAC IPO (post-upsize and greenshoe)
Key management
Name, title and past positions
James Kilts
Executive Chairman
• Former Chairman and CEO of Gillette
• Former CEO and President of Nabisco
• Founder of Centerview Capital
• Former Vice Chairman of Procter & Gamble
• Former head of Kraft and General Foods
David West
CEO
• Former CEO and President of Big Heart
Pet Brands (Del Monte Corporation)
• Former CEO of Hershey Company
Brian Ratzan
CFO
• Previously Head of U.S. Private Equity at
Pamplona Capital Management and Head
of the Consumer Group at Vestar Capital
Conyers Park Acquisition offering terms
Launch date
Pricing date
Transaction size
Securities offered
Amount held in trust:
Sponsor "at risk"
investment:
Sponsor ownership:
DB role:
Joint bookrunner:
July 11, 2016
July 14, 2016
$402.5 million (post-upsize and greenshoe)
40.2 million units
fit
each unit consisting of 1 share of Class A common
stock and 1/3 of a warrant
Equal to 100% of offering proceeds
$10.1 million investment in warrants (6.7mm warrants)
at $1.50 per whole warrant
Shares issued to sponsor at formation equivalent to
20.0% of common equity ownership post - public raise
Lead left bookrunner
Goldman Sachs
Transaction overview
\Z Conyers Park Acquisition Corp. is a blank check company focused on
sourcing an
acquisition in the Consumer sector that priced its IPO on July 14, 2016
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\Z The SPAC is sponsored effectively by Centerview Capital and led by Jim
Kilts,
Dave West and Brian Ratzan
\Z James Kilts has —50 years of experience leading a range of companies and
iconic
brands, having served as Chairman, CEO and President of The Gillette Company
from 2001 until it merged with The Procter & Gamble Company in 2005
David West has —30 years of experience, having most recently served as
the CEO
of The Hersey Company and Big Heart Pet Brands (fka Del Monte Corporation)
The SPAC is a natural extension of the Centerview Capital team's
experience
given Jim and Dave's history of creating value in public companies
\Z Team has an extensive network of industry relationships and an
operationallyfocused
investment strategy that has been applied across business cycles
\Z The SPAC is a tailored vehicle for the Centerview Capital team to pursue
larger
scale investments within the consumer industry and also subsequent roll-ups
The Gillette Company under
Jim Kilts' leadership
Sponsor track record
Gillette suffered 15
consecutive earnings
misses prior to Jim's
arrival and with him
at the helm, net sales
and EBITDA grew at
CAGRs of 9% and
14%, respectively,
prior to its sale to
P&G for $57bn,
which created $30bn
of equity value
(3%)
S&P performance
Deutsche Bank
Corporate Banking & Securities
Gillette share price
performance
Source: Company filings
110%
After Dave West
became CEO of
Hersey in 2007, he
delivered —$185mm
in savings and grew
net sales and
EBITDA at CAGRs
EBITDA at CAGRs
of 6% and 10%,
EFTA01414401
respectively,
creating more than
$5bn of equity value
creating more than
$5bn of equity value
for investors
0%
S&P performance
Hershey share price
performance
)C
)C
iC
Sought out by the world's leading investors (such as Warren Buffet, Jorge
Leman (3G), Henry Kravis( KKR )and others
Partnered with Centerview Partners, a preeminent strategic advisory firm
with a highly regarded consumer practice
CEOs at over 25+ leading consumer companies have either worked for
Jim or Dave over the years as well as dozens of other executives
7
68%
Public track record under Jim Kilts and Dave West
The Hershey Company under
Investment highlights
Dave West's leadership
if);
)C
iC
Conyers Park's principals have 90+ collective years of consumer
experience
Team has delivered —$50 billion of value creation for shareholders
Jim, Dave and Brian have helped build or revitalize some of the most
recognized brands in the consumer industry
EFTA01414402
81nidZpGqzkSDMpD
The first ever French SPAC listing
Mediawan €250m IPO
On 20 April 2016, Deutsche
Bank acting as Joint Global
Coordinator and Joint
Bookrunner successfully
priced the first ever SPAC
IPO in France, raising
€250m for Mediawan
The transaction reinforces
Deutsche Bank's No 1 SPAC
franchise globally and No 1
position in ECM France,
having led 15 of the 16
French IPOs since 2013, of
which 11 as Global
Coordinator
(a)
Demand breakdown
By type
Convertible
funds
11%
Generalists
24%
By geography
RoW
14%
UK
22%
US
Source: (a) Dealogic
(b) Deutsche Bank syndicate,
20 April 2016
31%
Deutsche Bank
Corporate Banking & Securities
France
33%
SPAC
specialists
65%
(b)
Offer summary
Pricing date
Company
Sponsors
Exchange
Size
Units offered
EFTA01414403
Warrant strike
Sponsor at risk
investment
Time to complete IBC(a)
Sponsor promote
Amount held in secured
deposit account
Deutsche Bank role
(a)
20 April 2016
Mediawan S.A.
r-E Pierre-Antoine Capton, Xavier Niel, Matthieu
Pigasse
Euronext Paris (Professional segment)
r-L €250m
Paris (Professional segment)
t/t 25m units at €10
fit C
Each unit consists of 1 market share and 1
market warrant
11.5, 2 market warrants for 1 new ordinary
€6.0m or 2.4% of the deal size
Ot 24 months
Ot 20%
Ot 100%
Joint Global Coordinator and Joint Bookrunner
Initial Business Combination
Source: Prospectus published 12 April 2016
Transaction highlights
Mediawan is the first ever French SPAC IPO and the largest in Europe
since 2008(a)
qc Priced successfully despite challenging market conditions (9 deals
withdrawn or postponed in Europe since January 2016)(a)
qc Book was covered within 4 days of bookbuilding(b)
qc Significant lx1 order conversion during the bookbuilding
qc Strong interest from French and international institutional investors
demonstrating the quality and credibility of the Mediawan
and of its sponsors(b)
(b)
from French and international institutional investors
Mediawan proposition
A Unrivalled distribution capabilities with c.75% of demand generated by
Deutsche Bank(b)
7 The transaction represents the
reinforces Deutsche Bank's position as the No 1 SPAC franchise
globally, the No 1 ECM bookrunner in France, having led 15 of the 16
French IPOs since 2013 and the leading ECM house in EMEA with a
strong emphasis on Media(a)
largest IPO in France YTD
EFTA01414404
and
leading ECM house in EMEA with a
Source: (a) Dealogic, 20 April 2016
(b) Deutsche Bank syndicate, 20 April 2016
Source: Launch press release, Prospectus, 12 April 2016
Investment highlights
gc Right timing to invest in the Media sector in Europe
Ot Macro recovery in the Eurozone driving advertising spendings up
Ot Digitization has strengthened the emergence of new consumption
behaviours and will drive long-term growth within the Media space
Pt Transition of traditional media to digitization creates massive
opportunities for new players
European media stocks are undervalued vs US players (lx EBITDA)
IC Expected consolidation and convergence in the Media sector due to the
need to reach critical scale
IC The independent members of the Supervisory Board will comprise
some of the most experienced Media professionals in Europe:
Rodolphe Belmer (CEO of Eutelsat, ex-CEO of Canal+), Cecile Cabanis
(CFO of Danone), Julien Codorniou (Director of Platform Partnerships
at Facebook Europe), Pierre Lescure (Co-founder of Canal+, Head of
Cannes film festival), Andrea Scrosati (Vice President Programming,
Sky Italia)
Source: Prospectus published 12 April 2016
8
share callable if share price above €18
6.Om or 2.4% of the deal size
Company information
IC Mediawan has been established for the sole purpose of acquiring one
or several targets in the traditional and digital Media content and
entertainment industries in Europe
gc Mediawan is sponsored by 3 successful, experienced and
complementary sponsors with an extensive knowledge and network in
the European Media space
Pierre-Antoine Capton is the founder of 3e Oeil Production, the
largest French independent Media producer
Pt Xavier Niel is the founder and CEO of Iliad Group and the co-owner
of the French newspapers Le Monde Group and L'Obs
Pt Matthieu Pigasse is the Global Head of M&A of Lazard Group and a
shareholder in a number of media groups in France including Le
Monde Group and L'Obs alongside Xavier Niel
gc Pierre-Antoine Capton will be the Chairman and sole member of the
Management Board while Xavier Niel and Matthieu Pigasse will be
members of the Supervisory Board
EFTA01414405
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Silver Run Acquisition Corp. (NASDAQ: "SRAQU")
$500 million energy-focused SPAC IPO
DB is serving as the left
lead underwriter for the
IPO of Silver Run
Acquisition Corp., a SPAC
led by Riverstone
Holdings
This represents a
landmark transaction that
features the premier
energy sponsor and a
best-in-class management
team led by Mark Papa
Key management
Name
Position
Mark G. Papa
CEO
Thomas J. Walker
CFO
Stephen S. Coats
Secretary
1
2
3
4
5
Deutsche Bank
Corporate Banking & Securities
Silver Run Acquisition Corp offering terms
Transaction highlights
)Z This transaction marks the largest IPO completed in 2016 in the
Americas and the fifth YTD (with the previous four IPOs all being
Healthcare transactions, averaging $109mm in size)
Pricing date
Transaction size
Securities offered
Amount held in trust:
Sponsor "at risk"
investment:
Sponsor promote
DB role:
Other bookrunners:
February 23rd, 2016
$500 million (post-shoe and upsized from $400mm)
50 million units (includes $50mm
greenshoe)
£)E each unit consisting of 1 share of Class A common
stock and 1/3 of a one warrant
EFTA01414406
Equal to 100% of offering proceeds
$12.0 million investment in warrants at $1.50 per
warrant (direct purchase of 8.0mm warrants)
Shares issued to sponsor at formation equivalent to
20.0% of common equity ownership post - public raise
Lead left bookrunner
Citi Global Markets, Goldman Sachs & Co.
\Z The orderbook was meaningfully oversubscribed with around half the
orders coming in from fundamental investors, including leading longonly's,
family offices and prominent energy investors
Transaction was upsized from $400mm due to robust demand and
meaningful oversubscription and is tied for the largest post-crisis SPAC
Silver Run is sponsored by Riverstone Holdings, the leading energy
private equity firm with —$33bn under management
David Leuschen and Pierre Lapeyre, the Founders of Riverstone have
presented at every Silver Run roadshow meeting and will remain
intimately involved as this landmark transaction represents a key
strategic focus for their firm
\Z Exercised a $50mm greenshoe on February 24th
Powerful acquisition vehicle in current environment...
The SPAC structure is ideally suited to take advantage of current
industry dynamics in energy given the multiple ways in which a
transaction can be structured to meet different seller needs
Injecting growth capital and providing public market sponsorship to a
burgeoning energy asset
Flexibility for seller to participate in upside allows Silver Run to work
with
targets that want to retain partial ownership and access to a liquid security
Identifying corporate carve-outs to propel a compelling stand-alone business
Deleveraging and taking public good assets with limited access to traditional
capital markets
Attractive solution for Sponsors looking to exit as potential strategic
buyers
focus more on maintaining balance sheet flexibility
Source: Company filings
_and well positioned to seize energy sector volatility
Riverstone
Mark Papa
Leading global energyfocused
private equity
firm
€)t Extensive investment
and operating
expertise in energy
sector
€1t 15-year track record of
optimizing high-quality
businesses
€1t 45 years of operating
experience in energy
fit Under his leadership,
EFTA01414407
EOG grew its market
cap from $2bn to over
$60bn
€fit Repeatedly ranked the
Top Independent E&P
CEO and best CEO in
Global Energy
Silver Run Acquisition Corp.
Operating experience of a best-in-class E&P CEO combined with the investment
expertise of one of the world's largest energy-focused private equity firms
to take
advantage of a unique window of opportunity in the energy industry
9
Sector volatility
€1t Recent collapse in oil
prices has put
pressure on cos.
across energy sector
€it Lower oil prices
reduced access to
traditional bank
financing
€it Short term price
volatility
EFTA01414408
81nidZpGqzkSDMpD
Deutsche Bank's leading SPAC franchise
Only bulge bracket bank that has remained committed to SPACs
League table (IPOs ranked by volume) since 2010 ($mm)
Deutsche Bank
Citi
BAML
Cantor Fitzgerald
EarlyBird Capital
Goldman Sachs
Credit Suisse
BMO Capital Markets
UBS
Lazard Capital Markets
PrinceRidge
Jefferies LLC
CIBC World Markets
Sandler O'Neill
Cowen & Co.
Institutional Financial Markets
Chardan
Maxim Group
Morgan Joseph
Direct Markets Holdings
Broadband Capital Mgmt
Aegis
$1,600.3
$1,410.6
$1,204.9
$850.0
$600.0
$384.2
$279.6
$279.3
$252.5
$250.0
$184.6
$176.0
$135.0
$124.0
$115.5
$94.0
$90.0
$69.0
$68.8
$20.0
$0 $2,000 $4,000 $6,000 $8,000
Deutsche Bank
Corporate & Investment Banking
Note:
Source: Dealogic, Company Filings
EFTA01414409
$6,413.4
$4,075.3
DB's extensive industry experience
League table (ranked by # of IPOs) since 2010
Deutsche Bank
Citi
BAML
Double Eagle Acquisition
Corporation
Cantor Fitzgerald
EarlyBird Capital
Goldman Sachs
Credit Suisse
BMO Capital Markets
UBS
Lazard Capital Markets
PrinceRidge
Jefferies LLC
CIBC World Markets
Sandler O'Neill
Cowen & Co.
Institutional Financial Markets
Chardan
Maxim Group
Morgan Joseph
Direct Markets Holdings
Silver Eagle
Acquisition
Corporation
As of July 2016 for IPOs since 2010. Apportioned deal values given.
Broadband Capital Mgmt
Aegis
0
3
8
18
2
1
2
2
3
3
1
1
1
2
2
3
2
2
2
EFTA01414410
2
1
10
20
30
10
27
16
EFTA01414411
81nidZpOqzkSDMpD
Recent SPAC debut performance
Day 1 trading statistics and outperformance by DB-led SPACs
From structuring the
transaction properly to
marketing the deal to the
highest quality investor
base to supporting the
deal in the after-markets,
DB is the unparalleled
industry leader
Sponsors and investors
take comfort in our ability
to shepherd the deal
prudently and maintain
meaningful liquidity
Day 1 Price Increase of
Recent SPAC IPOs
1.9%
1.3%
1.0%
0.8%
DB left-led deals (8)
Mean
Median
-0.2%
-0.6%
%change on Day 1 %change high on
day 1
DB left-led deals (8)
Citi left-led deals (5)
Other banks' left-led deals (7)
Deutsche Bank
Corporate Banking & Securities
$380.4
412.5
Citi left-led deals (5)
Mean
Median
Other banks' left
Mean
Median
$268.7
276.0
-led deals (7)
$167.2
184.6
$10.08
10.03
Note: Bold represents offerings underwritten by Deutsche Bank. Asterisked
deals indicated the SPAC is TSX
EFTA01414412
Includes SPACs with IPO sizes of $100mm and greater.
Trading volume in thousands (of units)
Source: FactSet, SEC filings
0.8%
0.3%
$10.13
10.08
DB left led SPACs are: SRAQ, EAGL, PACE, GRSH, GPAC, QPAC, TRTL and WLRH.
Citi left-led SPACs are: CLAC, BLVD, EACQ, GPIA and AUMA
-listed.
1.0%
0.5%
798
713
11
$10.13
10.08
$9.94
9.99
1.3%
0.8%
(0.6%)
(0.1%)
$10.19
10.15
$9.98
10.01
1.9%
1.5%
(0.2%)
0.0
2,994
3,252
2,349
2,328
SPAC IPOs since June 2014
Silver Run Acquisition Corp.
Capitol Acquisition Corp.III
Boulevard Acquisition Corp. II
Double Eagle Acquisition Corp
Pace Holdings Corp
Gores Holdings Inc
Easterly Acquisition Corp
Global Partner Acquisition Corp
Hennessy Capital Acquisition Corp. II
Alignvest Acquisition Corp*
Electrum Special Acquisition
INFOR Acquisition Corp.*
GP Investments Acquisition Corp.
Dundee Acqusition Ltd*
Harmony Merger Corp.
EFTA01414413
FinTech Acquisition Corp.
Quinpario Acquisition Corp. 2
AR Capital Acquisition Corp.
Terrapin 3 Acquisition Corp.
WL Ross Holdings Corp.
First day
of trading
2/24/16
10/14/15
9/22/15
9/11/15
9/11/15
8/14/15
7/30/15
7/30/15
7/23/15
6/24/15
6/11/15
5/27/15
5/20/15
4/21/15
3/24/15
2/13/15
1/16/15
10/2/14
7/17/14
6/6/14
Total
IPO ($mm)
$500.0
325.0
370.0
500.0
450.0
375.0
200.0
155.3
199.6
258.8
200.0
184.6
172.5
112.3
115.0
100.0
350.0
276.0
212.8
500.3
Day 1 Closing % change Day 1 Maximum % change high Day 1 trading
on Day 1
EFTA01414414
Price / unit
$10.21
10.00
9.96
10.05
10.11
10.49
9.99
10.01
10.00
10.35
10.15
10.05
10.02
10.03
10.00
10.00
10.00
9.74
10.01
10.15
2.1%
0.0%
(0.4%)
0.5%
1.1%
4.9%
(0.1%)
0.1%
0.0%
3.5%
1.5%
0.5%
0.2%
0.3%
0.0%
0.0%
0.0%
(2.6%)
0.1%
1.5%
Price / unit
$10.38
10.01
10.00
10.09
10.20
10.49
10.02
10.04
10.05
EFTA01414415
10.35
10.15
10.19
10.05
10.05
10.08
10.03
10.01
9.83
10.04
10.25
on Day 1
3.8%
0.1%
0.0%
0.9%
2.0%
4.9%
0.2%
0.4%
0.5%
3.5%
1.5%
1.9%
0.5%
0.5%
(1.2%)
0.3%
0.1%
(1.7%)
0.4%
2.5%
2,667
2,328
3,801
4,932
1,653
1,060
778
1,576
1,435
713
420
1,256
204
815
424
3,176
4,431
1,231
3,327
EFTA01414416
Vol. (thousands)
5,057
% change
EFTA01414417
81nidZpGqzkSDMpD
Why should premier Sponsors consider the SPAC
market?
Deutsche Bank has been
left lead on SPACs for the
pre-eminent buyout firms
Private equity investors
including Centerview
Partners, Riverstone, TPG
(Pace Holdings Corp.),
The Gores Group and WL
Ross & Co. have raised or
are planning to raise
money through blankcheck
companies to make
acquisitions outside of
their main buyout funds
A well-tailored SPAC
could be conflict-free and
complementary to any
Sponsor's platform as a
natural extension of its
investment strategy
Benefits
ric Permanent public equity capital
A No liquidity pressures that exist in a private fund context
Ic Diversify capital raising channels with new investor base
Ic Potential channel for multiple issuances in the future
Ic Significant economics relative to sponsor at-risk capital
IC Significantly easier process to raise money than private
capital
A Private capital market remains constrained and fees
continue to compress
Private capital market remains constrained and fees
A Product is becoming more institutionalized with sellers
looking at the structure with more credibility
A Wave of successful deal closures all trading meaningfully
above par
Wave of successful deal closures all trading meaningfully
A Investor base is expanding to more traditional,
long-only accounts
Considerations
Pt Conflicts with existing funds
Pt Team dedicated to vehicles and allocation of time
Messaging around potential pushback from existing LPs
Pt Capital is not fully committed
Pt Finding the right deal that is appropriate for a SPAC
Pt Sizing the SPAC
Deutsche Bank
Corporate & Investment Banking
EFTA01414418
12
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81nidZpGqzkSDMpD
SPACs represent an acquisition solution for sellers
Can be tailored to ensure sellers meaningful retained upside
Structuring flexibility
Sellers can participate in future
Tax efficiency
A SPAC can carry out a tax-free
transaction, providing seller liquid
publicly-traded shares it can sell
down anytime
growth through shared upside
while the SPAC can
accommodate multiple sellers'
needs in a single transaction
Reporting flexibility
As the transaction will involve a
merger proxy instead of an S-1
filing, there is a greater ability to
include projections and other
descriptions to properly articulate
the story to investors
Ease of execution
Speed to market
Business combination tends to be
less disruptive and burdensome
than a traditional IPO and SPAC
team is highly incentivized to
complete transaction as quickly
and efficiently as possible
A merger with a SPAC can be a
faster way to create public listing
versus the marketing and roadshow
timeline of a traditional IPO.
Deal consideration
Value of deal consideration is
Sponsorship
SPAC team often has a breadth and
generally known at the beginning
of the business combination
process versus the end as in a
traditional IPO
Execution certainty
SPAC merger may be available
for companies that are not in
"hot" industries or have the
potential of taking place during
periods in which the IPO window
are closed
Deutsche Bank
Corporate & Investment Banking
13
EFTA01414420
depth of management and operational
expertise. A partnership with a premier
sponsor / strategic big brother creates
"halo-effect" and a more attractive
value proposition
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Flexibility of SPAC M&A structures
SPACs afford Sponsors ability to fit transactions to their needs
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
IC Company seeking an IPO but story
has not been appreciated by typical
IPO investors
Short-term dislocation of sales and/or
profits
A Story lacking clear growth that can be
critical in typical IPO
A Sub-scale for typical IPO
A Management team not Wall Street
ready
A Good company with a bad balance
sheet
Azteca /
Silver Eagle /
VideoCon
(Dhoot family)
Deutsche Bank
Corporate & Investment Banking
Hemisphere
(Intermedia)
Hybrid Cash / Stock Deal
Cash Buyouts
IC Private equity sponsor or
strategic seeking partial liquidity
but still wants to participate in
upside
IC Company looking to sell greater
stake a significantly higher
stake than would be possible in
typical IPO
WL Ross / Nexeo Solutions
(TPG Capital)
Boulevard / AgroFresh
(Dow Chemical)
(Dow Chemical)
ℹ️ Document Details
SHA-256
bbca616d3c70c6a7c6aafd5ff812905c2f0c8adb1346609acc6ee98d8fc1572b
Bates Number
EFTA01414378
Dataset
DataSet-10
Document Type
document
Pages
143
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