EFTA01369717.pdf

EPHC Pace Holdings Corp. (NASDAQ: "PACEU") S450 million IPO — second largest post-crisis offering at pricing I DB led the $450mm IPO Summary IPO terms Pace Holdings overview of Pace Holdings Corp., a TPG Capital-sponsored SPAC, representing a Pricing date: EPHC September 10. 2015 • Paco Holdings Corp (Pace) is a blank chock company formed for the purpose of entering into a business combination with an enduring business with compelling public market • Intend to deploy a thematic sourcing strategy to identity companies that are landmark transaction that Transaction size: $450 million (includes SS0mm greenshoe) not operating at its full potential and could benefit from a hands-on lead features a premier global shareholder who can identify and implement improvements Securities offered: 45 million units (includes 5.0 million over-allotment sponsor and pioneers an shares) • Management team has extensive experience in identifying and executing full innovative 1/3 warrant - each consisting of 1 share of common stock and 1 potential acquisitions in both North America and Europe across a number of warrant (exercisable for 1/3 share of common stock) sectors including travel, technology, media and business services coverage structure Amount held in trust: Equal to 100% of offering proceeds • Management team is led by Karl Peterson. Managing Partner of TPG's Sponsor "at risk" $11.0 million investment in warrants at $0.50 per European business Transaction was Investment: warrant (direct purchase of 22 milieu warrants) — Peterson has over 20 years of experience in the private equity and has Sponsor promote: Shares issued to sponsor at formation equivalent to completed in an 200% of common equity ownership post - public raise played a key leadership role in originating or executing over 20 private equity transactions accelerated 3-day Offering fees: 5.5% including 3.5% deferred lees roadshow, garnering Pace DB Role: Lead left bookrunner 0 — Will leverage TPG Capital's existing breadth and depth in transaction sourcing, ditgencing and execution with a robust orderbook of unprecedented investor Compelling investment highlights of a TPG-led SPAC Differentiating highlights of what makes Pace unique quality 0 TPG affiliation provides capabilities of worldwide reach J Sponsor quality Unprecedented orderbook quality Structuring Key management 0 On average. two decades of experience as hands operator investo, and J • Leading global As the sole coordinator of the pre- DB helped structure an rmovalrve Name Post.on 0 Demonstrated ability to create 'Alpha' across cycles j private alternative assl manager wall -S75bn of AVM marketing process. DB helped Pace test the waters oath warrant frarnework, lowering warrant coverage from 1(2 David Bondeenan Chairman of the Board 0 Ability to identify and i.nple ment change + Global team of over 250 With exleneve deal sourcing and dozens of leading SPAC investors and premier long-only's (which DB also incepled)lo 113 and aksodecreasing the James Gouher 0 Innovationand technology conmel once, execution experience • Both David Pace garnered exceptionally-positive feedback and an mandatory redemption price (associated with the Director Karl Peterson 0 Extensive network with global reach Border an and JamesCoulter will be involved orderbook consisting of maniple premier long-only investors underlying share) from $24 CO to $18.00 President CEO and Director 0 Strong stewardship of companies In public markel Deutsche Bank Some. Company dale 32 Corpora₹e Banking Z. Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062152 CONFIDENTIAL SDNY_GM_00208336 EFTA01369717