EFTA01369703

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