EFTA01369717

EPHC Pace Holdings Corp. (NASDAQ: "PACEU") S450 million IPO — second largest post-crisis offering at pricing DB led the $450mm IPO of Pace Holdings Corp., a TPG Capital-sponsored SPAC, representing a landmark transaction that features a premier global sponsor and pioneers an innovative 1/3 warrant coverage structure Transaction was completed in an accelerated 3-day roadshow, garnering Pace with a robust orderbook of unprecedented investor quality Key management Name Post.on David Bondeenan Chairman of the Board James Gouher Director Karl Peterson President CEO and Director Deutsche Bank Corpora₹ e Banking Z. Securities Summary IPO terms Pricing date: Transaction size: Securities offered: Amount held in trust: Sponsor "at risk" Investment: Sponsor promote: Offering fees: DB Role: EPHC September 10. 2015 $450 million (includes SS0mm greenshoe) 45 million units (includes 5.0 million over-allotment shares) - each consisting of 1 share of common stock and 1 warrant (exercisable for 1/3 share of common stock) Equal to 100% of offering proceeds $11.0 million investment in warrants at $0.50 per warrant (direct purchase of 22 milieu warrants) Shares issued to sponsor at formation equivalent to 200% of common equity ownership post - public raise 5.5% including 3.5% deferred lees Lead left bookrunner 0 Compelling investment highlights of a TPG-led SPAC 0 0 0 0 0 TPG affiliation provides capabilities of worldwide reach On average. two decades of experience as hands investo, and operator Demonstrated ability to create 'Alpha' across cycles Ability to identify and i.nple ment change Innovationand technology conmel once, 0 Extensive network with global reach 0 J J j Strong stewardship of companies In public markel Some. Company dale Pace Holdings overview I • Paco Holdings Corp (Pace) is a blank chock company formed for the purpose of entering into a business combination with an enduring business with compelling public market • Intend to deploy a thematic sourcing strategy to identity companies that are not operating at its full potential and could benefit from a hands-on lead shareholder who can identify and implement improvements • Management team has extensive experience in identifying and executing full potential acquisitions in both North America and Europe across a number of sectors including travel, technology, media and business services • Management team is led by Karl Peterson. Managing Partner of TPG's European business — Peterson has over 20 years of experience in the private equity and has played a key leadership role in originating or executing over 20 private equity transactions — Will leverage TPG Capital's existing breadth and depth in transaction sourcing, ditgencing and execution Differentiating highlights of what makes Pace unique Sponsor quality • Leading global private alternative assl manager wall -S75bn of AVM + Global team of over 250 With exleneve deal sourcing and execution experience • Both David Border an and JamesCoulter will be involved Unprecedented orderbook quality As the sole coordinator of the pre- marketing process. DB helped Pace test the waters oath dozens of leading SPAC investors and premier long-only's Pace garnered exceptionally-positive feedback and an orderbook consisting of maniple premier long-only investors Structuring DB helped structure an rmovalrve warrant frarnework, lowering warrant coverage from 1(2 (which DB also incepled)lo 113 and aksodecreasing the mandatory redemption price (associated with the underlying share) from $24 CO to $18.00 32 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0062152 SDNY_GM_00208336 EFTA01369717