EFTA01369699

There are currently 30 outstanding SPACs with 56bn+ in available capital motivated to do deals and complete transactions within the next 2 years Actionability and Availability The IPO market lemons closed and largely inaccessiblein 2016 Partnering with a SPAC is the better solution for sellers right now than a regular-way IPO, which is challenging SpAC path Ability to pre-sound tho transaction with walhcrossed accounts and receive their buy-in poor to a public announcement so no "taint' vat' occur Efficient and expeditious process with • -1 month upfront Owner, valuation & documentalqn work before announcement • 2-3 month SEC renew period and marketing Achieve upfront structure and pnce certainly from a Supportive base el investors (000k needs to be only Ix subscribed to be spoken lot) MIME Flr the Mourn manar.2..4.4e,.4.1t4 onLocaleopert Or 11 completed transactions post- financial crisis. only ono transaction (Blue Bird — HCAC) required charges to terms post-public announcement Most recently- completed de-SPACs have experienced virtually no redemptions Inceoconr‘ senen.44 '4W Agin rote Calico Illustrative post de-SPAC trading themeP S 3- Si) - I sit hot Se Reputation! Risk and Timing and Price Valuation Execution Trading Expediency Discovery Considerations Certainty Performance Commitment (Smmi 9 60 - as e A rage Se 207 9 174 30 18 5 ate peg 4' D J= ArnutSced FM 43/ 42 ■ 9 I imp 2015 vTD3)16 1:41 Traditional IPOs Deutsche Bank Corporate Banking & Securities Not* (a) (b) (c) Source. 2414I 2gta •of 010s postponed 1s 8 Backlog of IPOs` 54 The average 2015 IPO waited 80+ days be(owe execution FT quote anti. insfrarugenoill of the Spat •IIPO - hoe ens often suppress the lawn prif • 10 elintral• a task that , minis to be mai' nine. oxetsubanbod Frtnt re 4rden.rhol gore snotosiegars ma wroinde any?1,0 "tryIMO) "toe 0nrer set. Ow , 0Mb...ow, w foss: me, SMAlkaff man..tiOnf Of CAN14, 5 OMNI Wit ' FT );OM 201546 WO: irking relative to communicated ranges 16 AMON (PO, nano undemedonned .3OO struggled pOS53aenCh Post-IPO Trading Stets Cr ) 23315 IPOs: (297%) 2016 IPO. (6 9%) includes all US exchange Isted POs Market data as ci February 2016 Only 4 IPOs (epluang Saver Run SPAC PO) have priced will all havoc; come out of the kealthcare sect( and many of them being partially covered pia to bunch Average I synthesized trading dynamicsof recent SSP Eagle AccensibOn COT . CISits AcquiretionCOlp ii. Hennessy Capt.' Acquisban Corp and Seslevard AoaudototoCcep SPACs Number postponed per year imples deals thal are stet co file and yet to price does not include deals that are weeny...nor dean that were pastpcoed posl laureti and reed later on Backlog metes POs that were onfile as of January 1st of that year that were not wehdrawn ce postponed and were Fled within 365 days of that seat 00u1SChe Bank ECM. Moombotp Cioatagt FriliMOSI rinse CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0062133 SDNY_GM_00208317 EFTA01369699