EFTA01369706

A publicly listed SPAC is an acquisition vehicle whereby a sponsor team raises a blind pool of cash to acquire a private operating company The SPAC structure gives investors access to top tier management that is highly incentivized to generate excess value through sourcing private equity opportunities SPACs have also been successfully utilized for other strategies, including de-leveraging and relisting securities Deutsche Bank Corporate & Investment Banking How does a SPAC work? I A SPAC is a financing tool that allows an investor to co-invest 'publicly' side-by-side with a best-in-class sponsor, The SPAC investor benefits ►rom downside protections while the sponsor, if successful, is entitled to entrepreneurial economics Listed `SPAC' Acquisition within 21-24 months Ideal sponsors Target company Target operating company with debt and equity — Successful team of 'deal makers' and/or 'operators' — Long track record of value creation — Proprietary deal sourcing network — Differentiated and unique access to deep target set — Experience in M&A — Ability to bring value and management expertise post acquisition — Infrastructure to evaluate, underwrite and structure acquisition 'de — SPACing'- 'reverse IPO' of operating company at acquisition Ideal targets Listed 'successor' company Publicly listed operating company with debt and equity — Viable IPO candidates 'in their own right' — Companies that seek — 'fast track' IPO with limited market/timing risk — ability to achieve earn-out — flexibilityto handle complicated structures — access to Sponsor team — Seek an exit route and access to capital even in difficult debt and equity markets — Have succession issues — Want to keep majority interest and upside potential which can be structured through earn-out and warrant consideration 22 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL SDNY_GM_00208325 DB-SDNY-0062141 EFTA01369706