EFTA01369697

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 blank- check 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 Deutsche Bank Corporate & Investment Banking Why should premier Sponsors consider the SPAC market? Benefits  Permanent public equity capital  No liquidity pressures that exist in a private fund context Diversify capital raising channels with new investor base Potential channel for multiple issuances in the future Significant economics relative to sponsor at-risk capital Significantly easier process to raise money than private capital Private capital market remains constrained and fees continue to compress  Product is becoming more institutionalized with sellers looking at the structure with more credibility  Wave of successful deal closures all trading meaningfully above par  Investor base is expanding to more traditional, long-only accounts Considerations 4, — Conflicts with existing funds — Team dedicated to vehicles and allocation of time — Messaging around potential pushback from existing LPs — Capital is not fully committed — Finding the right deal that is appropriate for a SPAC — Sizing the SPAC 12 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062129 CONFIDENTIAL SDNY_GM_00208313 EFTA01369697