EFTA01369703.pdf

Recent U.S. SPAC M&A transactions Selected completed SPAC M&A deals yr CAPITOL / Levy Acquisition EI:)14E1,.;:t ACOUISITIONII Corp. Agr© VICC00011 1 Cara mares DELT4CO Target • Blue Bird Videocon d2h Unblad Expeditions • Del Taco Holdings AgroFresh Announcement date • September 22.2014 • January 5. 2015 • March 10. 2015 • March 12, 2015 Apnl 30. 2015 Completion date • February 24. 2015 March 31, 2015 July B. 2015 • June 30, 2015 • July31, 2015 • Blue Bird is the leading Videocon d2h, a member of the Lindblad Expeditions is an • Del Taco Holdings is the second AgroFresh is a provider of independent designer and global conglomerate Videocon expedition haver company that largest Mexican-American OSR specially chemical solutions that manufacturer of school buses. Group, is a direct-to-home (DTH) works in partnership with National chain by units in the Untied specializesin proprietary with more than 550.000 buses broadcast Pay-TV operator in India Geographic $tales. operating restaurants technologies (1.MCP) that sold since its formation in 1927 under the Del Taco brand name suppress ethylene development and appronmalely 180,000 buses Videocon distributes over 500 Lindblad's voyages allow guests and its degrading effects on Target overview operation today. digital television channels and to interact rani and learn from • Operates 547 restaurants across produce other video and audio services to scientists, naturalists, explorers 16 states as of December 30th. subscnbersvta direct satellde and photographers 2014, with an even balance of AgroFresh is an affiliate company feeds Company-operated and of Dow Chemical Corp. franchised restaurants Deal financing • $50mm convertible preferred stock • NA • 5175mm credit facility • 525mm Term Loan • 4A25mm in Term Loan 8 Deal TEV • 6461mm $1.202mmr • S41bnm • S558inm • $897mm FY+1E EBITDA • $67inm= 695mm $45trim • S63mm • $100mm TEV EBITDA (c) • 6.9x • 12.7x 9 lx • 8.9x • 9.0x %owned by SPAC • 29.4%nf • 38.4% 55.2% • 48.1% 55.2% AtiOt7C41' Aneounee 010141 Meares C,ne Share • warrant 16 0 - 14 0 - 221% 150 200 leo performance d' -140- . 0% 120 no v (Beginning 1 month pre- 11 0 140 e /20 • 120 11.0 3.5 announcement. ending ec 60 - f'f 11 0 100 € 100 80 a SO • 2 months post-close) so • 50 90 so 4 10 Aug-14 Apr.15 -14 Dec Jails Feb 15 Sep IS Feb-15 Aug-i5 Mr-1S Sea 15 Note. Market data as of 2 months post transaction close. Financials reflect pro-forma financials as of transaction close. Deutsche Bank (a) Net debt of $220mrn plus 1982mm in equity value. Financials converted to USD using USDINR exchange rate of 62.655 as of March 31. 2015. 19 Corporate Banking di Securities (b) 2014A adjusted EBITDA. (c) Excludes $50mm in convertible preferred stock. (d) Share • warrant % increase] (decrease) indexed to IPO price of 810.00. EAGL warrants were taken out at $1.00 per warrant. Source: Company data. FactSot CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062137 CONFIDENTIAL SDNY_GM_00208321 EFTA01369703