EFTA Document EFTA01414378

81nidZpGqzkSDMpD This document is For Internal Use Only. Deutsche Bank Corporate & Investment Banking CONFIDENTIAL SPAC discussion materials August 2016 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States. EFTA01414378 81nidZpOcizkSDMpD "IMPORTANT: This presentation (the "Presentation") has been prepared by Deutsche Bank's investment banking department exclusively for the benefit and internal use of the recipient (the "Recipient the information provided in this Presentation (the "Information Recipient") to whom it is addressed. The Recipient is not permitted to reproduce in whole or in part Information") or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. 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In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary relationship between the Recipient and Deutsche Bank." nstituting the giving d should not be s it deems Deutsche Bank Corporate & Investment Banking EFTA01414380 81nidZpGqzkSDMpD Contents Section 1 Executive summary 1 2 SPAC market updates 3 SPAC 101 Appendix I II Deutsche Bank SPAC credentials Selected DB SPAC M&A case studies 18 22 29 41 Deutsche Bank Corporate & Investment Banking EFTA01414381 81nidZpGqzkSDMpD Deutsche Bank Corporate & Investment Banking Executive summary Section 1 EFTA01414382 81nidZpGqzkSDMpD Executive summary fit The U.S. SPAC market had a strong 2015, with several notable IPOs and completed business combinations fueling the market there is currently $6.0 billion of SPAC capital outstanding, of which DB has led $3.3 billion there is currently $6.0 billion of SPAC capital outstanding, of which DB has led $3.3 billion €it DB served as the lead Equity Capital Markets Advisor to WL Ross Holding Corp. on its $1.64bn acquisition of Solutions €it €it DB served as the lead Equity Capital Markets Advisor to WL Ross Holding Corp. on its $1.64bn acquisition of Nexeo The ongoing trend toward better, more institutionalized sponsors and higher quality target companies continues to validate the structure and increase investor interest Deutsche Bank further built on its SPAC leadership position, leading IPOs for Pace Holdings Corp. (TPG), Gores Holdings, Double Eagle Acquisition Corp., Capitol 3 Acquisition Corp, and Global Partner Acquisition Corp during 2H2015 DB recently completed the $250mm IPO for Pt Pt Landcadia Holdings Inc, a SPAC sponsored by Rich Handler and Tilman Fertitta, $500mm IPO for Silver Run Acquisition Corp, a Riverstone-sponsored SPAC as well as the €250m IPO for Mediawan, the largest French IPO / SPAC YTD sponsored by Xavier Niel, PA Capton, and Matthieu Pigasse DB has led a meaningful evolution of the SPAC structure since the financial crisis, reducing its dilution, creating better alignment of interest, and ultimately attracting a better investor base into the product Deutsche Bank is also leading a publicly-filed $350mm IPO along with Goldman Sachs for a Centerview Capitalsponsored SPAC that launched on July 11th Working with the right SPAC advisor is critical as the market continues to shift towards high-quality SPAC sponsors aligned with experienced, bulge-bracket banks the last two non-DB led SPAC IPOs had to be postponed, as SPAC IPOs have proliferated and investors have become more selective DB led SPAC IPOs had to be postponed, as SPAC IPOs have proliferated and investors have become EFTA01414383 Deutsche Bank has been fully committed to the SPAC structure since 2005, and we have strong institutional capabilities throughout the life of a SPAC, from IPO to target sourcing and assessment, to the ultimate merger and capital markets positioning exercise fit We look forward to discussing the SPAC landscape with your team and exploring potential opportunities in the space Deutsche Bank Corporate Banking & Securities EFTA01414384 81nidZpGqzkSDMpD The Integrated Deutsche Bank team dedicated to SPACs Tenured team with continuity and focus since the early 2000s SPAC Investment Banking i 17+ years of M&A, capital raising and financial advisory experience Carlos Alvarez Manaaina Director A Helped raise 25 SPACs, both pre and post-crisis prl Helped complete 7 deSPACing transactions j Head of DB SPAC franchise j Expertise in permanent capital and alternative asset management Ravi Raghunathan Vice President Brandon Sun Vice President Michael Tomaino Associate Brian Choi Analyst Deutsche Bank Corporate Banking & Securities A 8+ years of M&A, capital raising and financial advisory experience i Helped raise 20 SPACs i Facilitated completion of 9 de-SPACing transactions Frank Windels Managing Director i 3+ years of M&A, capital raising and financial advisory experience i Helped raise 15 SPACs i Facilitated completion of 6 de-SPACing transactions EFTA01414385 • 2+ years of M&A and capital raising experience • Helped raise 15 SPACs • Facilitated completion of 6 de-SPACing transactions • 1 year of M&A, capital raising and financial advisory experience p4 Helped raise 5 SPACs • Facilitated completion of 3 de-SPACing transactions Primary banking contacts on SPAC execution and investor / target education John Eydenberg Vice Chairman CIB Americas Michael Walsh Managing Director Global Co-Head of FSG Rakesh Kadakia Managing Director Head of US Convertible Trading Primary business combination related contacts Primary SPAC syndicate contact and SPAC market specialist SPAC leads on trading floor and back-end trading support Financial Sponsors Group Head of Syndicate, ECM Americas Senior Equity Capital Markets Focus Mark Hantho Managing Director Global Head of Equity Capital Markets SPAC Capital Markets EFTA01414386 Jeffrey Bunzel Managing Director Americas Head of Equity Capital Markets Eric Hackel Managing Director Head of Alternative Equity Solutions Origination 20+ years of capital raising and advisory services for both pre-and-post-crisis SPACs Helped raise —80 SPACs Helped complete 50+ deSPACing transactions Day-to-day SPAC syndicate lead and SPAC market expert Equity Capital Markets Syndicate 20+ years of ECM syndicate experience at DB for key FIG and SPAC clients Participated in all the front and back-end SPAC executions over the years Maintains day-to-day connectivity with key SPAC and institutional accounts SPAC Institutional Sales & Trading rq 18+ years of financial services experience in the trading and investment management industries Worked extensively with Eric Hackel over the years, covering key SPACs Front and backend execution and syndicate 2 EFTA01414387 81nidZpGqzkSDMpD Gores Holdings, Inc. announces acquisition of Hostess Brands from Apollo Global Management and Metropoulos & Co. for $2,292mm Deutsche Bank served as the lead Capital Markets for Gores Holdings, Inc. on its $2,292mm acquisition of Hostess Brands ("Hostess") In August 2015, Deutsche Bank acted as the sole bookrunner on GRSH's $375mm IPO PF Capitalization ($ in mm) PF shares (mm) Total equity value(a) PF debt PF enterprise value Transaction overview \Z On July 5, 2016, Gores Holdings, Inc. ("GRSH") and Hostess Brands announced the signing of a definitive merger agreement, whereby GRSH will acquire Hostess Brands at an enterprise value of $2,292mm, representing 10.4x 2016E EBITDA of $220 million announced the signing of a definitive merger agreement, whereby GRSH will acquire Hostess Brands at an enterprise value of $2,292mm, representing \Z Hostess Brands is a leading national bakery company with nearly a hundred year history and is owned by Apollo Global Management and Metropoulos & Co., who will retain a combined 42% pro forma ownership stake €it After the deal, Dean Metropoulos will remain executive Chairman of the public Hostess Brands and retain $300mm in the Company 130.0 $1,300.4 $991.8 $2,292.2 9 Additional PIPE investors committed to participate via $350mm private placement (Dean Metropoulos chose to roll-over an additional $50mm alongside the transaction) t the biggest PIPE raised alongside a SPAC transaction Represents the largest post-financial crisis de-SPAC transaction as well as largest Food and Beverage M&A transaction announced year largest Food and Beverage M&A transaction announced year-to-date(b) in North America \Z $173mm of the proceeds will be used to de- lever the company to 4.5x 2016E EBITDA to be in-line with comps Long-term sponsorship from premier investors Sources & Uses ($ mm) Sources of cash Existing Cash in Trust Additional PIPE Investors CDM additional roll-over EFTA01414388 Total Sources Uses of cash Cash Consideration Cash to De-lever Gores Holdings transaction costs Total Uses $375 300 50 $725 $522 173 30 $725 Deutsche Bank Corporate Banking & Securities iC (c) DTW stands for "Direct-to-Warehouse", ESL stands for "Extended Shelf Life". Source: Public filings Dean Metropoulos: Storied Investor with History of Turnaround Success Thought leader and brand revival specialist with deep investing, restructuring and operating experience; history of value creation, with over 25 years of partnerships with major PE firms to successfully rebuild some of the most iconic consumer brands, including: The Gores Group/Gores Holdings, Inc. Global PE firm with 28-year track record of operational investing; consumer expertise includes: Apollo Global Management Leading global alternative investment manager in PE, credit and real estate with over $170bn AUM; consumer expertise includes: JL LJ Industry leader with an entrenched national footprint that can boast of 90% brand recognition and premium pricing power Investment highlights Iconic premium brand with 100-Year history and national reach Attractive industry structure with favorable growth trends Diversified product offerings address entire SBG category Extensive distribution network and leading logistical capabilities EFTA01414389 Transaction structured at an attractive entry point relative to peers Highly actionable organic and acquisition growth initiatives Experienced management team led consumer investor Note: Pro-forma ownership of Hostess includes SPAC shareholders (29%), PIPE investors (21%), Gores (8%), Apollo (17%) and C. Dean Met (a) Assuming shares trade at $10.00 post transaction close. (b) Excluding food distributors. ropoulos (25%). 3 Company overview Hostess Brands is a leading national bakery company that produces and distributes products that address the entire sweet baked goods category After Chapter 7 bankruptcy in November 2012, Apollo and Metropoulos bought Hostess and restructured the brand, leading to re-launch in 02 2014 Projected FY2016E EBITDA of $220mm and FY2017E EBITDA of $235mm, with continued meaningful top-line growth Industry-leading EBITDA margins of 30% 85%+ EBITDA to FCF conversion by 2017 t ;c Company well-positioned to take advantage of compelling growth tailwinds fueled by snacking trends through DTW and ESL platform innovations(c), untapped opportunities and platform extensions, and actionable acquisition growth initiatives, on top of legacy market share recapture. \Z Clean asset base free of legacy liabilities, with $130mm of capital investments in key operational improvements EFTA01414390 81nidZpGqzkSDMpD Silver Run Acquisition Corp. announces acquisition of Centennial Resource Production for $1.74bn Deutsche Bank served as the Joint Equity Capital Markets Advisor for Silver Run Acquisition Corp. ("SRAQ") on its $1.74bn acquisition of Centennial Resource Production, LLC ("Centennial") WRiverstone and its affiliated funds co-invested through a $810 million PIPE INFidelity and Capital World also participated via a $200 million PIPE In February 2016, Deutsche Bank acted as the lead left bookrunner on Silver Run's $500mm IPO Illustrative PF Valuation PF shares (mm) Total equity value PF net debt Pro-forma Firm Value Firm Value / Adj. EBITDAX FV / 2017E Adj. EBITDAX FV / 2018E Adj. EBITDAX $184 NM $1,835 ($100) $1,735 TX Transaction overview \Z On July 22, 2016, Silver Run Acquisition Corp. and Centennial Resource Production announced the signing of a definitive merger agreement, whereby S will acquire Centennial at an enterprise value of $1.74bn, representing 12.6x 2017E Adjusted EBITDAX of $138 million .>Z On July 6, 2016, certain funds controlled by Riverstone entered into an agreement to acquire a majority interest in Centennial .>Z Riverstone and certain affiliates will contribute approximately $810mm of cash in exchange for Class A shares and will acquire a majority interest in Centennial — The existing owners of Centennial will retain a significant equity stake in Centennial (-1190 The existing owners of Centennial will retain a significant equity stake in \Z Successfully secured $200mm in PIPE commitments from institutional investors to fund the remaining consideration \Z Transaction expected to close in September 2016 \Z Ended Centennial's IPO plans to file for the first IPO of a U.S. oil and EFTA01414391 gas producer since 2014 price crash — Silver Run expects that sponsor experience will lead to better acreage development in West Texas and subsequent higher valuations Acreage map Loving Company and business highlights )Z Centennial Resource Development, Inc ("CDEV") was formed on August 30, 2012 by management, 3rd party investors and an affiliate of Natural Gas Partners ("NGP") \Z On June 22, 2016, CDEV filed an S-1 — gross proceeds of $100mm from IPO expected to pay down $65mm of existing term loan, credit facility and fund capex — CDEV ultimately decided to exit through a sale process with Silver Run \Z CDEV is an independent oil and gas company with assets concentrated in the Delaware Basin — large, contiguous acreage in the Reeves, Ward and Pecos counties — 61 horizontal producing wells 45 miles long by 20 miles wide — operate —83% of —42,500 leased/acquired net acres with —82% NWI \Z 1,357 gross horizontal locations with a focus on extending laterally \Z In 2015, operated an average one rig and 12 horizontal wells of production — suspended drilling activity in March 2016 to preserve capital — added one horizontal rig in June 2016 and expect to add a second rig in 4016 Investment highlights Winkler JL ena. LJ 12.6x 6.6x Reeves Pecos 1)C iC Deutsche Bank Corporate Banking & Securities Source: Public filings Pure-play core Delaware Basin company 42,500 net acres primarily in Reeves and Ward counties Approximately 7,200 boe/d of net production 48.6MMboe of net proved reserves as of June 2016 Stacked pay consisting of 5 currently producing shale zones with upside for 7 more 1,357 gross identified potential horizontal drilling locations Among the best performers in the Southern Delaware Basin based on production per lateral foot 4 EFTA01414392 81nidZpGqzkSDMpD Terrapin 3 Acquisition Corp. announces acquisition of Yatra Online, Inc. for $218mm Deutsche Bank served as the lead Capital Markets for Terrapin 3 Acquisition Corp. ("TRTL") on its $218mm acquisition of Yatra Online, Inc. ("Yatra") In July 2014, Deutsche Bank acted as the sole bookrunner on TRTL's $213mm IPO PF Capitalization ($ in mm) PF shares (mm) Total equity value PF net cash PF enterprise value EV / 2017E Net Rev. EV / 2018E Net Rev. 40.2 $402 $149 $254 3.0x 2.1x Transaction overview \Z On July 13, 2016, Terrapin 3 Acquisition Corp. ("TRTL") and Yatra Inc. announced the signing of a definitive merger agreement, whereby TRTL will acquire Yatra at an enterprise value of $218mm, representing Online, Inc. announced the signing of a definitive merger agreement, whereby TRTL at an enterprise value of $218mm, representing 3.0x FY2017E net revenue and 2.1x FY2018E net revenue \Z Of the pro-forma company, Yatra's existing shareholders will retain 34% ownership, TRTL's public shareholders will hold 53%, TRTL founders will hold 8%, and Macquarie Capital will hold 5% ownership, TRTL's public shareholders will hold 53%, TRTL founders will Z The first $100mm of cash in the transaction is allocated to repay outstanding debt and pay transaction fees, with the remainder allocated as cash on Yatra's balance sheet fit 80% of any amount received above $100mm will be paid to the current Yatra shareholders, and remaining amount as cash to Yatra's balance sheet )Z Macquarie Capital has committed $20mm in a forward purchase agreement, to be funded upon business combination \Z Yatra's Sources & Uses ($ in mm) Sources of cash Existing cash in trust (a) EFTA01414393 Macquarie fwd purchase Stock consideration Total sources Uses of cash Cash to existing owners Debt repayment Cash to balance sheet Fees and expenses Stock consideration Total uses 212.8 20.0 143.8 376.5 80.0 6.0 136.8 10.0 143.8 376.5 Growth in online travel •18% growth rate since 2013 •Expected —16% through 2020 Deutsche Bank Corporate Banking & Securities Tech trends driving e-commerce •Smartphone penetration 17% •India has the second largest volume of internet users •Outbound tourism doubled, domestic tripled since 2008 •YTD passenger growth >20% •Greater than 8% annual GDP growth •Number 4 in GDP purchasing EFTA01414394 power (a) Assumes 100% of cash-in-trust remains at close of transaction. Source: Public filings Burgeoning travel market India's macro tailwind Leisure spending on the rise •40% growth in discretionary purchases between 2000 and 2010 management will continue to operate the business post -transaction Market landscape and growth opportunities it: Company overview 9 Yatra is a one-stop online shop for all travel-related services aimed at both leisure and business travel in India €)E Launched in 2006 and has garnered 4.3mm customers and 74% repeat transactions 9 Projected FY2017E net revenue of $84mm and FY2018E net revenue of $120mm, representing transaction valuation at meaningful discounts to peers 9 Company well-positioned to take advantage of compelling growth tailwinds fueled by India's macroeconomic trends, a burgeoning travel market, increased leisure spending, and untapped penetration of the online and mobile travel market in India .>Z Yatra has invested heavily in innovation, successfully building a multi- app platform for specific consumer segments in 2013. The mobile app crossed 6mm downloads in June, and 57% booking traffic is through mobile The company has the largest Indian hotel inventory with -61,000 hotels (49,000 of which are in the budget category) in 750 cities and towns Industry leader with an entrenched domestic footprint that can boast #1 in brand awareness and #6 in consumer trust for travel companies Investment highlights Leading Indian online travel agency with strong brand recognition Attractive market with rapid geographical and industry growth trends Unique business model with high barriers to entry Integrated online and multi-app mobile platform Largest domestic hotel network with a focus on budget hotels EFTA01414395 Experienced management team with track record of delivering growth 5 EFTA01414396 81nidZpGqzkSDMpD Landcadia Holdings, Inc. (NASDAQ: "LCAHU") $250 million SPAC IPO Key management Name Position Pricing date Tilman Fertitta Co-Chairman & CEO Richard Handler Co-Chairman & President Richard Liem CFO & VP Sponsor investing experience Transaction size Securities offered Amount held in trust: Sponsor "at risk" investment: Sponsor ownership: DB role: Landcadia Holdings offering terms Landcadia Holdings, Inc. May 25, 2016 $250 million 25 million units €it each unit consisting of 1 share of Class A common stock and 1 warrant to purchase half a share of Class A common stock Equal to 100% of offering proceeds $7.0 million investment in warrants at $0.50 per warrant (purchase of 14.0mm warrants) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise Joint bookrunner (highest economics) (highest economics) Transaction overview IN Intends to find a target in the dining, hospitality, entertainment and gaming sectors in the US VA Management team led by Tilman Fertitta, sole shareholder, Chairman & CEO of Fertitta Entertainment Inc. (FEI) and Richard Handler, CEO of Leucadia National Corporation and its largest operating subsidiary, Jefferies Group LLC IN over 50 years of collective operating and investing experience across multiple sectors, most notably in restaurants IN under Fertitta's leadership, FEI has executed over 20 acquisitions since EFTA01414397 the formation of the company and generated sales in excess of $3.2bn in 2015 IN Potential benefits to Landcadia: VA opportunity to leverage deep industry / transaction knowledge to scale businesses and maximize full growth potential VA alignment of interests with a significant stake tied to the future performance of the Company in an all-stock or stock/cash business combination IN opportunity to monetize proprietary deal flow VA potential monetary benefits from appreciation of any stock that may be received in the initial business combination Strategic alliance Landcadia's sponsors share similar investment philosophy focused on identifying undervalued assets through evaluation of the business fundamentals and the opportunity for operational and/or capital structure improvements the business fundamentals and the capital structure improvements Landcadia Holdings, Inc NA Experience in creating value through operational initiatives VA Resources and expertise for platform and add-on acquisitions NA Deep industry knowledge with extensive network of contacts Deutsche Bank Corporate Banking & Securities Source: Company filings FEI Leucadia M&A, value investing and corporate finance expertise M&A, value investing and corporate finance expertise Leucadia National Corporation NI Global reach and broad knowledge base Access to proprietary deal flow Access to proprietary deal flow IC EFTA01414398 7C Transaction benefits to potential target / sellers Partnership with the Landcadia team including access to its global network and operational/financial expertise Potential for owners to receive stock in the initial business combination and create substantial liquidity and realization of value through publicly traded securities of Landcadia "Fast track" to becoming a Nasdaq listed company while minimizing disruptions to the Company and its employees Access to US capital markets and a public currency that can be used to fund acquisitions and organic expansion Ability to structure a transaction to meet specific target needs 6 EFTA01414399 81nidZpGqzkSDMpD Conyers Park Acquisition Corp (NASDAQ: "CPAAU") $402.5 million SPAC IPO (post-upsize and greenshoe) Key management Name, title and past positions James Kilts Executive Chairman • Former Chairman and CEO of Gillette • Former CEO and President of Nabisco • Founder of Centerview Capital • Former Vice Chairman of Procter & Gamble • Former head of Kraft and General Foods David West CEO • Former CEO and President of Big Heart Pet Brands (Del Monte Corporation) • Former CEO of Hershey Company Brian Ratzan CFO • Previously Head of U.S. Private Equity at Pamplona Capital Management and Head of the Consumer Group at Vestar Capital Conyers Park Acquisition offering terms Launch date Pricing date Transaction size Securities offered Amount held in trust: Sponsor "at risk" investment: Sponsor ownership: DB role: Joint bookrunner: July 11, 2016 July 14, 2016 $402.5 million (post-upsize and greenshoe) 40.2 million units fit each unit consisting of 1 share of Class A common stock and 1/3 of a warrant Equal to 100% of offering proceeds $10.1 million investment in warrants (6.7mm warrants) at $1.50 per whole warrant Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise Lead left bookrunner Goldman Sachs Transaction overview \Z Conyers Park Acquisition Corp. is a blank check company focused on sourcing an acquisition in the Consumer sector that priced its IPO on July 14, 2016 EFTA01414400 \Z The SPAC is sponsored effectively by Centerview Capital and led by Jim Kilts, Dave West and Brian Ratzan \Z James Kilts has —50 years of experience leading a range of companies and iconic brands, having served as Chairman, CEO and President of The Gillette Company from 2001 until it merged with The Procter & Gamble Company in 2005 David West has —30 years of experience, having most recently served as the CEO of The Hersey Company and Big Heart Pet Brands (fka Del Monte Corporation) The SPAC is a natural extension of the Centerview Capital team's experience given Jim and Dave's history of creating value in public companies \Z Team has an extensive network of industry relationships and an operationallyfocused investment strategy that has been applied across business cycles \Z The SPAC is a tailored vehicle for the Centerview Capital team to pursue larger scale investments within the consumer industry and also subsequent roll-ups The Gillette Company under Jim Kilts' leadership Sponsor track record Gillette suffered 15 consecutive earnings misses prior to Jim's arrival and with him at the helm, net sales and EBITDA grew at CAGRs of 9% and 14%, respectively, prior to its sale to P&G for $57bn, which created $30bn of equity value (3%) S&P performance Deutsche Bank Corporate Banking & Securities Gillette share price performance Source: Company filings 110% After Dave West became CEO of Hersey in 2007, he delivered —$185mm in savings and grew net sales and EBITDA at CAGRs EBITDA at CAGRs of 6% and 10%, EFTA01414401 respectively, creating more than $5bn of equity value creating more than $5bn of equity value for investors 0% S&P performance Hershey share price performance )C )C iC Sought out by the world's leading investors (such as Warren Buffet, Jorge Leman (3G), Henry Kravis( KKR )and others Partnered with Centerview Partners, a preeminent strategic advisory firm with a highly regarded consumer practice CEOs at over 25+ leading consumer companies have either worked for Jim or Dave over the years as well as dozens of other executives 7 68% Public track record under Jim Kilts and Dave West The Hershey Company under Investment highlights Dave West's leadership if); )C iC Conyers Park's principals have 90+ collective years of consumer experience Team has delivered —$50 billion of value creation for shareholders Jim, Dave and Brian have helped build or revitalize some of the most recognized brands in the consumer industry EFTA01414402 81nidZpGqzkSDMpD The first ever French SPAC listing Mediawan €250m IPO On 20 April 2016, Deutsche Bank acting as Joint Global Coordinator and Joint Bookrunner successfully priced the first ever SPAC IPO in France, raising €250m for Mediawan The transaction reinforces Deutsche Bank's No 1 SPAC franchise globally and No 1 position in ECM France, having led 15 of the 16 French IPOs since 2013, of which 11 as Global Coordinator (a) Demand breakdown By type Convertible funds 11% Generalists 24% By geography RoW 14% UK 22% US Source: (a) Dealogic (b) Deutsche Bank syndicate, 20 April 2016 31% Deutsche Bank Corporate Banking & Securities France 33% SPAC specialists 65% (b) Offer summary Pricing date Company Sponsors Exchange Size Units offered EFTA01414403 Warrant strike Sponsor at risk investment Time to complete IBC(a) Sponsor promote Amount held in secured deposit account Deutsche Bank role (a) 20 April 2016 Mediawan S.A. r-E Pierre-Antoine Capton, Xavier Niel, Matthieu Pigasse Euronext Paris (Professional segment) r-L €250m Paris (Professional segment) t/t 25m units at €10 fit C Each unit consists of 1 market share and 1 market warrant 11.5, 2 market warrants for 1 new ordinary €6.0m or 2.4% of the deal size Ot 24 months Ot 20% Ot 100% Joint Global Coordinator and Joint Bookrunner Initial Business Combination Source: Prospectus published 12 April 2016 Transaction highlights Mediawan is the first ever French SPAC IPO and the largest in Europe since 2008(a) qc Priced successfully despite challenging market conditions (9 deals withdrawn or postponed in Europe since January 2016)(a) qc Book was covered within 4 days of bookbuilding(b) qc Significant lx1 order conversion during the bookbuilding qc Strong interest from French and international institutional investors demonstrating the quality and credibility of the Mediawan and of its sponsors(b) (b) from French and international institutional investors Mediawan proposition A Unrivalled distribution capabilities with c.75% of demand generated by Deutsche Bank(b) 7 The transaction represents the reinforces Deutsche Bank's position as the No 1 SPAC franchise globally, the No 1 ECM bookrunner in France, having led 15 of the 16 French IPOs since 2013 and the leading ECM house in EMEA with a strong emphasis on Media(a) largest IPO in France YTD EFTA01414404 and leading ECM house in EMEA with a Source: (a) Dealogic, 20 April 2016 (b) Deutsche Bank syndicate, 20 April 2016 Source: Launch press release, Prospectus, 12 April 2016 Investment highlights gc Right timing to invest in the Media sector in Europe Ot Macro recovery in the Eurozone driving advertising spendings up Ot Digitization has strengthened the emergence of new consumption behaviours and will drive long-term growth within the Media space Pt Transition of traditional media to digitization creates massive opportunities for new players European media stocks are undervalued vs US players (lx EBITDA) IC Expected consolidation and convergence in the Media sector due to the need to reach critical scale IC The independent members of the Supervisory Board will comprise some of the most experienced Media professionals in Europe: Rodolphe Belmer (CEO of Eutelsat, ex-CEO of Canal+), Cecile Cabanis (CFO of Danone), Julien Codorniou (Director of Platform Partnerships at Facebook Europe), Pierre Lescure (Co-founder of Canal+, Head of Cannes film festival), Andrea Scrosati (Vice President Programming, Sky Italia) Source: Prospectus published 12 April 2016 8 share callable if share price above €18 6.Om or 2.4% of the deal size Company information IC Mediawan has been established for the sole purpose of acquiring one or several targets in the traditional and digital Media content and entertainment industries in Europe gc Mediawan is sponsored by 3 successful, experienced and complementary sponsors with an extensive knowledge and network in the European Media space Pierre-Antoine Capton is the founder of 3e Oeil Production, the largest French independent Media producer Pt Xavier Niel is the founder and CEO of Iliad Group and the co-owner of the French newspapers Le Monde Group and L'Obs Pt Matthieu Pigasse is the Global Head of M&A of Lazard Group and a shareholder in a number of media groups in France including Le Monde Group and L'Obs alongside Xavier Niel gc Pierre-Antoine Capton will be the Chairman and sole member of the Management Board while Xavier Niel and Matthieu Pigasse will be members of the Supervisory Board EFTA01414405 81nidZpGqzkSDMpD Silver Run Acquisition Corp. (NASDAQ: "SRAQU") $500 million energy-focused SPAC IPO DB is serving as the left lead underwriter for the IPO of Silver Run Acquisition Corp., a SPAC led by Riverstone Holdings This represents a landmark transaction that features the premier energy sponsor and a best-in-class management team led by Mark Papa Key management Name Position Mark G. Papa CEO Thomas J. Walker CFO Stephen S. Coats Secretary 1 2 3 4 5 Deutsche Bank Corporate Banking & Securities Silver Run Acquisition Corp offering terms Transaction highlights )Z This transaction marks the largest IPO completed in 2016 in the Americas and the fifth YTD (with the previous four IPOs all being Healthcare transactions, averaging $109mm in size) Pricing date Transaction size Securities offered Amount held in trust: Sponsor "at risk" investment: Sponsor promote DB role: Other bookrunners: February 23rd, 2016 $500 million (post-shoe and upsized from $400mm) 50 million units (includes $50mm greenshoe) £)E each unit consisting of 1 share of Class A common stock and 1/3 of a one warrant EFTA01414406 Equal to 100% of offering proceeds $12.0 million investment in warrants at $1.50 per warrant (direct purchase of 8.0mm warrants) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise Lead left bookrunner Citi Global Markets, Goldman Sachs & Co. \Z The orderbook was meaningfully oversubscribed with around half the orders coming in from fundamental investors, including leading longonly's, family offices and prominent energy investors Transaction was upsized from $400mm due to robust demand and meaningful oversubscription and is tied for the largest post-crisis SPAC Silver Run is sponsored by Riverstone Holdings, the leading energy private equity firm with —$33bn under management David Leuschen and Pierre Lapeyre, the Founders of Riverstone have presented at every Silver Run roadshow meeting and will remain intimately involved as this landmark transaction represents a key strategic focus for their firm \Z Exercised a $50mm greenshoe on February 24th Powerful acquisition vehicle in current environment... The SPAC structure is ideally suited to take advantage of current industry dynamics in energy given the multiple ways in which a transaction can be structured to meet different seller needs Injecting growth capital and providing public market sponsorship to a burgeoning energy asset Flexibility for seller to participate in upside allows Silver Run to work with targets that want to retain partial ownership and access to a liquid security Identifying corporate carve-outs to propel a compelling stand-alone business Deleveraging and taking public good assets with limited access to traditional capital markets Attractive solution for Sponsors looking to exit as potential strategic buyers focus more on maintaining balance sheet flexibility Source: Company filings _and well positioned to seize energy sector volatility Riverstone Mark Papa Leading global energyfocused private equity firm €)t Extensive investment and operating expertise in energy sector €1t 15-year track record of optimizing high-quality businesses €1t 45 years of operating experience in energy fit Under his leadership, EFTA01414407 EOG grew its market cap from $2bn to over $60bn €fit Repeatedly ranked the Top Independent E&P CEO and best CEO in Global Energy Silver Run Acquisition Operating experience of expertise of one of the to take advantage of a unique 9 Sector volatility €1t Recent collapse prices has put pressure on cos. across energy sector €it Lower oil prices reduced access to traditional bank financing €it Short term price volatility in Corp. a best-in-class world's largest window oil E&P CEO combined with the investment energy-focused private equity firms of opportunity in the energy industry EFTA01414408 81nidZpGqzkSDMpD Deutsche Bank's leading SPAC franchise Only bulge bracket bank that has remained committed to SPACs League table (IPOs ranked by volume) since 2010 ($mm) Deutsche Bank Citi BAML Cantor Fitzgerald EarlyBird Capital Goldman Sachs Credit Suisse BMO Capital Markets UBS Lazard Capital Markets PrinceRidge Jefferies LLC CIBC World Markets Sandler O'Neill Cowen & Co. Institutional Financial Markets Chardan Maxim Group Morgan Joseph Direct Markets Holdings Broadband Capital Mgmt Aegis $1,600.3 $1,410.6 $1,204.9 $850.0 $600.0 $384.2 $279.6 $279.3 $252.5 $250.0 $184.6 $176.0 $135.0 $124.0 $115.5 $94.0 $90.0 $69.0 $68.8 $20.0 $0 $2,000 $4,000 $6,000 $8,000 Deutsche Bank Corporate & Investment Banking Note: Source: Dealogic, Company Filings EFTA01414409 $6,413.4 $4,075.3 DB's extensive industry experience League table (ranked by # of IPOs) since 2010 Deutsche Bank Citi BAML Double Eagle Acquisition Corporation Cantor Fitzgerald EarlyBird Capital Goldman Sachs Credit Suisse BMO Capital Markets UBS Lazard Capital Markets PrinceRidge Jefferies LLC CIBC World Markets Sandler O'Neill Cowen & Co. Institutional Financial Markets Chardan Maxim Group Morgan Joseph Direct Markets Holdings Silver Eagle Acquisition Corporation As of July 2016 for IPOs since 2010. Apportioned deal values given. Broadband Capital Mgmt Aegis 0 3 8 18 2 1 2 2 3 3 1 1 1 2 2 3 2 2 2 EFTA01414410 2 1 10 20 30 10 27 16 EFTA01414411 81nidZpOqzkSDMpD Recent SPAC debut performance Day 1 trading statistics and outperformance by DB-led SPACs From structuring the transaction properly to marketing the deal to the highest quality investor base to supporting the deal in the after-markets, DB is the unparalleled industry leader Sponsors and investors take comfort in our ability to shepherd the deal prudently and maintain meaningful liquidity Day 1 Price Increase of Recent SPAC IPOs 1.9% 1.3% 1.0% 0.8% DB left-led deals (8) Mean Median -0.2% -0.6% %change on Day 1 %change high on day 1 DB left-led deals (8) Citi left-led deals (5) Other banks' left-led deals (7) Deutsche Bank Corporate Banking & Securities $380.4 412.5 Citi left-led deals (5) Mean Median Other banks' left Mean Median $268.7 276.0 -led deals (7) $167.2 184.6 $10.08 10.03 Note: Bold represents offerings underwritten by Deutsche Bank. Asterisked deals indicated the SPAC is TSX EFTA01414412 Includes SPACs with IPO sizes of $100mm and greater. Trading volume in thousands (of units) Source: FactSet, SEC filings 0.8% 0.3% $10.13 10.08 DB left led SPACs are: SRAQ, EAGL, PACE, GRSH, GPAC, QPAC, TRTL and WLRH. Citi left-led SPACs are: CLAC, BLVD, EACQ, GPIA and AUMA -listed. 1.0% 0.5% 798 713 11 $10.13 10.08 $9.94 9.99 1.3% 0.8% (0.6%) (0.1%) $10.19 10.15 $9.98 10.01 1.9% 1.5% (0.2%) 0.0 2,994 3,252 2,349 2,328 SPAC IPOs since June 2014 Silver Run Acquisition Corp. Capitol Acquisition Corp.III Boulevard Acquisition Corp. II Double Eagle Acquisition Corp Pace Holdings Corp Gores Holdings Inc Easterly Acquisition Corp Global Partner Acquisition Corp Hennessy Capital Acquisition Corp. II Alignvest Acquisition Corp* Electrum Special Acquisition INFOR Acquisition Corp.* GP Investments Acquisition Corp. Dundee Acqusition Ltd* Harmony Merger Corp. EFTA01414413 FinTech Acquisition Corp. Quinpario Acquisition Corp. 2 AR Capital Acquisition Corp. Terrapin 3 Acquisition Corp. WL Ross Holdings Corp. First day of trading 2/24/16 10/14/15 9/22/15 9/11/15 9/11/15 8/14/15 7/30/15 7/30/15 7/23/15 6/24/15 6/11/15 5/27/15 5/20/15 4/21/15 3/24/15 2/13/15 1/16/15 10/2/14 7/17/14 6/6/14 Total IPO ($mm) $500.0 325.0 370.0 500.0 450.0 375.0 200.0 155.3 199.6 258.8 200.0 184.6 172.5 112.3 115.0 100.0 350.0 276.0 212.8 500.3 Day 1 Closing % change Day 1 Maximum % change high Day 1 trading on Day 1 EFTA01414414 Price / unit $10.21 10.00 9.96 10.05 10.11 10.49 9.99 10.01 10.00 10.35 10.15 10.05 10.02 10.03 10.00 10.00 10.00 9.74 10.01 10.15 2.1% 0.0% (0.4%) 0.5% 1.1% 4.9% (0.1%) 0.1% 0.0% 3.5% 1.5% 0.5% 0.2% 0.3% 0.0% 0.0% 0.0% (2.6%) 0.1% 1.5% Price / unit $10.38 10.01 10.00 10.09 10.20 10.49 10.02 10.04 10.05 EFTA01414415 10.35 10.15 10.19 10.05 10.05 10.08 10.03 10.01 9.83 10.04 10.25 on Day 1 3.8% 0.1% 0.0% 0.9% 2.0% 4.9% 0.2% 0.4% 0.5% 3.5% 1.5% 1.9% 0.5% 0.5% (1.2%) 0.3% 0.1% (1.7%) 0.4% 2.5% 2,667 2,328 3,801 4,932 1,653 1,060 778 1,576 1,435 713 420 1,256 204 815 424 3,176 4,431 1,231 3,327 EFTA01414416 Vol. (thousands) 5,057 % change EFTA01414417 81nidZpGqzkSDMpD Why should premier Sponsors consider the SPAC market? 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 blankcheck 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 Benefits ric Permanent public equity capital A No liquidity pressures that exist in a private fund context Ic Diversify capital raising channels with new investor base Ic Potential channel for multiple issuances in the future Ic Significant economics relative to sponsor at-risk capital IC Significantly easier process to raise money than private capital A Private capital market remains constrained and fees continue to compress Private capital market remains constrained and fees A Product is becoming more institutionalized with sellers looking at the structure with more credibility A Wave of successful deal closures all trading meaningfully above par Wave of successful deal closures all trading meaningfully A Investor base is expanding to more traditional, long-only accounts Considerations Pt Conflicts with existing funds Pt Team dedicated to vehicles and allocation of time Messaging around potential pushback from existing LPs Pt Capital is not fully committed Pt Finding the right deal that is appropriate for a SPAC Pt Sizing the SPAC Deutsche Bank Corporate & Investment Banking EFTA01414418 12 EFTA01414419 81nidZpGqzkSDMpD SPACs represent an acquisition solution for sellers Can be tailored to ensure sellers meaningful retained upside Structuring flexibility Sellers can participate in future Tax efficiency A SPAC can carry out a tax-free transaction, providing seller liquid publicly-traded shares it can sell down anytime growth through shared upside while the SPAC can accommodate multiple sellers' needs in a single transaction Reporting flexibility As the transaction will involve a merger proxy instead of an S-1 filing, there is a greater ability to include projections and other descriptions to properly articulate the story to investors Ease of execution Speed to market Business combination tends to be less disruptive and burdensome than a traditional IPO and SPAC team is highly incentivized to complete transaction as quickly and efficiently as possible A merger with a SPAC can be a faster way to create public listing versus the marketing and roadshow timeline of a traditional IPO. Deal consideration Value of deal consideration is Sponsorship SPAC team often has a breadth and generally known at the beginning of the business combination process versus the end as in a traditional IPO Execution certainty SPAC merger may be available for companies that are not in "hot" industries or have the potential of taking place during periods in which the IPO window are closed Deutsche Bank Corporate & Investment Banking 13 EFTA01414420 depth of management and operational expertise. A partnership with a premier sponsor / strategic big brother creates "halo-effect" and a more attractive value proposition EFTA01414421 81nidZpGqzkSDMpD Flexibility of SPAC M&A structures SPACs afford Sponsors ability to fit transactions to their needs Potentially even more attractive than traditional IPOs based on SPACs' ability to pre sound the offering and market the a story over 3 - 4 months, which significantly enhances transaction certainty and cements a target's viability in the public markets IPO substitute IC Company seeking an IPO but story has not been appreciated by typical IPO investors Short-term dislocation of sales and/or profits A Story lacking clear growth that can be critical in typical IPO A Sub-scale for typical IPO A Management team not Wall Street ready A Good company with a bad balance sheet Azteca / Silver Eagle / VideoCon (Dhoot family) Deutsche Bank Corporate & Investment Banking Hemisphere (Intermedia) Hybrid Cash / Stock Deal Cash Buyouts IC Private equity sponsor or strategic seeking partial liquidity but still wants to participate in upside IC Company looking to sell greater stake a significantly higher stake than would be possible in typical IPO WL Ross / Nexeo Solutions (TPG Capital) Boulevard / AgroFresh (Dow Chemical) (Dow Chemical) Hennessy / BlueBird (Cerberus) A Private equity sponsor seeking liquidity and public valuation for a long-held asset A Strategic looking to spin-off or EFTA01414422 carve-out any non-core assets gc Ability to deliver seller certainty on price Quinpario / Jason Industries (Saw Mill) Levy / Del Taco (Leonard Green) Note: Del Taco and Jason Industries existing shareholders retained a very small minority position in their respective companies 14 EFTA01414423 81nidZpGqzkSDMpD Illustrative back-end process timeline SPACs become even more attractive in a turbulent IPO market SPACs become even more attractive in a turbulent IPO market Wall-cross process Extended marketing process We are able to commence a full-blown transaction to existing and new fundamental investors over the course the aid of projections fundamental investors over the course the aid of projections SPACs can substantially de-risk a transaction upfront by refining and honing in on the ideal deal Regulatory review terms with existing investors, who are sophisticated and responsive Extra timing allows the SPAC team to investors and also engage in a debt roadshow, if necessary, to optRegulatimizeory the capi revital structure and secure better financing ew A de-spacing process will typically take around 3 months from the time of announcement to closing Instant feedback If the market receives the transaction positively, the stock will react instantaneously and unequivocally — shares trading north of $10 ensures a successful deal Regulatory review Up to 4+ weeks 2 - 3 additional months 2 weeks for closing Negotiation / Documentation Regulatory review \Z Negotiate terms with seller and finalize definitive agreement \Z Wall cross investors to preview transaction opportunity if necessary and get feedback Z Target both SPAC investors and new fundamental investors Draft merger proxy and complete financial audit and other documentation necessary to file \Z Finalize bank committed financing, if necessary Deutsche Bank Corporate & Investment Banking )Z File 8-K merger press release and sign definitive agreement — Concurrently or as soon as practical, file a full merger Concurrently or as soon as practical, file a full merger equity roadshow to of several months of several months market the (unlike an IPO) with (unlike an IPO) with rotate sellers with new fundamental EFTA01414424 proxy statement and investor presentations proxy statement and investor presentations — SEC review with initial comments received in —4 weeks and completed within 2-3 months when proxy is declared effective and mailed to investors — Update financials as needed Shareholder approval .>Z Shareholder vote typically within 2 weeks of sending proxy to investors .>Z Notice of redemption due 2 days prior to shareholder vote \Z Key condition for closing is typically amount of cash remaining in trust to complete deal 15 EFTA01414425 81nidZpGgzkSDMpD Partnering with a SPAC is the better solution for sellers right now than a regular-way IPO, which is challenging Illustrative post Most Achieve Efficient and There are currently 30 outstanding SPACs with $6bn+ in available capital motivated to do deals and complete transactions within the next 2 years Ability to pre-sound the transaction with wall-crossed accounts and receive their buy-in prior to a public announcement so no "taint" will occur expeditious process with .>Z —1 month upfront diligence valuation & documentation work before announcement .>Z 2-3 month SEC review period and marketing —4 month total timing upfront structure and price certainty from a supportive base of investors (book needs to be only lx subscribed to be spoken for) Of the 11 completed transactions postfinancial crisis, only one transaction (Blue Bird — HCAC) required changes to terms post-public announcement recently- completed de-SPACs have experienced virtually no redemptions de-SPAC trading theme(b) $10 EFTA01414426 $11 $12 $13 $9 Announcement Transaction close Actionability and Reputational Risk and Availability The IPO market remains closed and largely inaccessible in 2016 ($mm) 2015 2016 Average Size 207.9 108.9 IPOs 174 4(b) 15 30 45 60 0 Annual avg (2008-2014) 2015 YTD 2016 Number of IPOs indefinitely withdrawn Annualized of 50+ 42 18 9 2013 2014 2015 2016 # of IPOs postponed 1 6 18 8 EFTA01414427 Backlog of IPOs(c) 44 54 79 77 The average 2015 IPO waited 80+ days before execution FT quote on the mismanagement of the Square IPO — how banks often suppress the issue price to generate a book that needs to be multiple times oversubscribed: generate a book that needs to be multiple times oversubscribed: "Either the underwriters got the psychological game that surrounds any IPO pricing badly wrong, or they set the bar deliberately low. Either way, Square left many millions of dollars on the table." Commitment Timing and Expediency Price Discovery Valuation Considerations Execution Certainty Trading Performance 2015-16 IPOs pricing relative to communicated ranges Above In Range Below Traditional IPOs Deutsche Bank Corporate Banking & Securities Note: (a) (b) (c) Includes all US exchange listed IPOs. Market data as of February 2016 Only 4 IPOs (excluding Silver Run SPAC IPO) have priced with all having come out of the Healthcare sector and many of t Average / synthesized trading dynamics of recent Silver Eagle Acquisition Corp., Capitol Acquisition Corp. II, Hennessy EFTA01414428 Number postponed per year implies deals that are still on file and yet to price, does not include deals that are withdr implies IPOs that were on file as of January 1st of that year that were not withdrawn or postponed and were filed within 3 Source: Deutsche Bank ECM, Bloomberg, Dealogic, Financial Times Only 4 IPOs (excluding Silver Run SPAC IPO) have priced with all having come out of the Healthcare sector and many of them being partially covered prior to launch Average / synthesized trading dynamics of recent Silver Eagle Acquisition Corp., Capitol Acquisition Corp. II, Hennessy Capital Acquisition Corp. and Boulevard Acquisition Corp. SPACs Number postponed per year implies deals that are still on file and yet to price, does not include deals that are withdrawn or deals that were postponed post launch and priced later on. Backlog implies IPOs that were on file as of January 1st of that year that were not withdrawn or postponed and were filed within 365 days of that year 36 88 54 15 30 45 60 75 0 2015 IPOs: 2016 IPOs: Significant volatility persists in the equity markets Recent IPOs have underperformed and struggled post-launch Post-IPO Trading Stats 2014 IPOs: (17.9%) (29.7%) (6.9%) 16 VIX 1/3/2005 3/26/2007 6/15/2009 9/5/2011 11/25/2013 2/16/2016 Share price EFTA01414429 81nid2pGqzkSDMpD DB is involved in every stage of the back-end The cornerstone of the DB SPAC franchise is its back-end strength Key milestones Prior to announcement: speak to investors under NDA regarding proposed transaction Announcement day: investor call file roadshow presentation Marketing period: file proxy or tender documents meet with new and existing investors conference calls update filings as needed rg maintain flexibility Complete acquisition Post5 Deutsche Bank Corporate & Investment Banking transaction support 4 Investor interaction 2 3 Target interactions 1 Target assessment .>Z Access to DB's industry banking and capital markets .>Z Access to DB's research capabilities, including up .>Z Access to DB's M&A advisory capabilities .>Z expertise -to-date information on other SPAC transactions Assistance educating sellers about the SPAC structure )Z Up-to-date color on SPAC market performance )Z Advice on how to position a target for public investor discussions Advice on how to position a target for public investor discussions Transaction structuring \Z Structuring and execution of financing EFTA01414430 package, as appropriate \Z Hedging programs for any FX exposure, as appropriate \Z Wall-crossing of investors to vet the story and the transaction .>Z Assist with negotiations to raise incremental equity, as needed .>Z Roadshow .>Z On-going investor dialogue throughout the process Assist with negotiations to raise incremental equity, as needed Roadshow to fundamental equity investors going investor dialogue throughout the process .>Z Investment banking coverage .Z Trading support 17 EFTA01414431 81nidZpGqzkSDMpD Deutsche Bank Corporate & Investment Banking SPAC market updates Section 2 EFTA01414432 81nidZpGqzkSDMpD Recent U.S. SPAC M&A transactions (continued) Selected completed M&A deals and announced SPACs Completed SPAC deals Announced SPAC deals Target / SPAC €)t Nexeo Solutions Announcement date Completion date Pt March 21, 2016 Pt June 9, 2016 Target / SPAC overview €1t Nexeo Solutions is a global chemical and plastics distributor that offers over 23,000 products for chemicals manufacturing, oil and gas, paints and coatings, automotive, healthcare and personal care with 2,450 employees worldwide Pt Sungevity Pt June 29, 2016 Pt Expected 3Q 2016 Pt Sungevity, Inc. provides residential and commercial solar energy solutions that make it easier and more affordable for homeowners to benefit from solar power €)t The company was founded in 2007 by Andrew Birch, Daniel Ian Kennedy, and Alexander Guettel and is headquartered in Oakland, CA. Deal TEV FY+1E EBITDA TEV / EBITDA (x) % owned by SPAC Share + warrant performance(a) (Beginning 1 month preannouncement) 9.0 Feb-16 Deutsche Bank Corporate Banking & Securities Jul-16 €)t $1,575mm EFTA01414433 Pt $198mm Pt 8.3x Pt 55% Announce Close 11.0 2.3% 11.0 2.3% Pt $357mm fit ($58111m) Pt NA fit 41% Announce 9.0 May-16 Note: Market data as of July 29, 2016 (a) Source: Company data, FactSet Jul-16 9.0 11.0 13.0 Jun-16 €it €it Hostess Brands €it €it July 5, 2016 Expected 3Q 2016 €it Hostess Brands LLC produces, distributes and markets fresh bakery products. It offers cupcakes, loaf breads, sandwiches, wheat breads, cookies and snack cakes. The company was founded in 1919 and is headquartered in Kansas, MO €it Yatra Online €it July 13, 2016 €it Expected 3Q 2016 €it Launched in August 2006, Yatra, through its yatra.com website, provides travel and hotel reservations for leisure and business travelers in India. €it Based in Gurgaon, India, Yatra.com is a leading consolidator of travel EFTA01414434 products to more than 60,000 hotels in India and over 500,000 hotels around the world $2,292mm $220mm €it 10.4x - 29% Announce 11.0 3.0% 10.9% $218mm Pt $84mm(a) Pt 3.0x(a) fit 53% Announce 9.0 Jul-16 Jun-16 Jul-16 9.0 11.0 13.0 Jun-16 €it Centennial Resource Production €it July 22, 2016 fit Expected 3Q 2016 €it Centennial Resource Development, Inc. is an independent energy company engaging in oil and natural gas business including development and acquisition of unconventional oil and associated liquid-rich natural gas reserves in the Permian Basin. The company was founded in October 2014 and is headquartered in Denver, CO. $1,735mm €it $68mm €it 12.6x €it 27% Announce 23.2% Jul-16 18 EFTA01414435 Represents FY2017E EV/Net revenue ($84m) Price ($) Price ($) Price ($) Price ($) Price ($) EFTA01414436 81nidZpGqzkSDMpD Recent U.S. SPAC M&A transactions Selected completed SPAC M&A deals Completed SPAC deals Levy Acquisition Corp. Target Blue Bird Announcement date Completion date )Z September 22, 2014 t February 24, 2015 Target overview _>Z 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 approximately 180,000 buses in operation today. Videocon d2h January 5, 2015 )Z 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 subscribers via direct satellite feeds Deal financing Deal TEV FY+1E EBITDA TEV / EBITDA (x) % owned by SPAC Share + warrant performance(d) (Beginning 1 month preannouncement, ending 2 months post-close) Deutsche Bank Corporate Banking & Securities _>Z $50mm convertible preferred stock _>Z $461mm t $67mm(b) _>Z 6.9x t 29.4%(c) Announce 8.0 EFTA01414437 10.0 12.0 14.0 16.0 Aug-14 Close 34.9% \Z NA • $1,202mm(a) • $95mm \Z 12.7x \Z 38.4% Announce Close 5.0 8.0 11.0 14.0 Apr-15 Dec-14 22.3% 9.0 10.0 11.0 12.0 13.0 Jun-15 Feb-15 \Z Linblad Expeditions \Z March 10, 2015 \Z \Z July 8, 2015 Lindblad Expeditions is an expedition travel company that works in partnership with National Geographic Z Lindblad's voyages allow guests to interact with and learn from scientists, naturalists, explorers and photographers \Z Del Taco Holdings \Z March 12, 2015 \Z June 30, 2015 \Z Del Taco Holdings is the second largest Mexican-American QSR chain by units in the United States, operating restaurants under the Del Taco brand name \Z Operates 547 restaurants across 16 states as of December 30th, EFTA01414438 2014, with an even balance of Company-operated and franchised restaurants \Z \Z \Z \Z Z $175mm credit facility $411mm $45mm 9.1x 55.2% Announce Close $25mm Term Loan $558mm $63mm )Z 8.9x \Z 48.1% Announce Close 3.5% 5.0 8.0 11.0 14.0 17.0 20.0 Sep-15 Note: Market data as of 2 months post transaction close. Financials reflect pro-forma financials as of transaction close. (a) Source: Company data, FactSet (b) (c) (d) Excludes $50mm in convertible preferred stock. Feb-15 46.0% \Z AgroFresh \Z April 30, 2015 \Z July 31, 2015 \Z AgroFresh is a provider of specialty chemical solutions that specializes in proprietary technologies (1-MCP) that suppress ethylene development and its degrading effects on produce \Z AgroFresh is an affiliate company of Dow Chemical Corp. $425mm in Term Loan B $897mm EFTA01414439 $100mm 9.0x z 55.2% Announce Close 4.0 8.0 12.0 16.0 Aug-15 Net debt of $220mm plus $982mm in equity value. Financials converted to USD using USDINR exchange rate of 62.655 as of March 31, 2015. Share + warrant % increase / (decrease) indexed to IPO price of $10.00. EAGL warrants were taken out at $1.00 per warrant. 2014A adjusted EBITDA. Mar-15 (9.7%) Sep-15 19 Price ($) Price ($) Price ($) Price ($) Price ($) EFTA01414440 81nidZpGqzkSDMpD U.S. SPAC market performance Deals greater than $100mm Company AR Capital Acquisition Corp. Quinpario Acquisition Corp. 2 Completed IPO (no acquisition announced) Harmony Merger Corp. Dundee Acqusition Ltd* Electrum Special Acquisition Alignvest Acquisition Corp* Acasta Enterprises* Global Partner Acquisition Corp Pace Holdings Corp Double Eagle Acquisition Corp Capitol Acquisition Corp.III Boulevard Acquisition Corp. II CF Corporation Landcadia Holdings, Inc Conyers Park Acquisition Corp. Acquisition Focus Asset Management Industry Specialty Chemicals Unspecified Unspecified Metals & Mining Unspecified Unspecified Unspecified Unspecified Media & Entertainment Unspecified Unsepcified Financial, Technology and Services Dining, Hospitality, Entertainment & Gaming Consumer / Retail Offering Date Time to Complete 10/2/14 24 months 1/15/15 24 months 3/24/15 24 months 4/15/15 24 months 6/11/15 24 months 6/24/15 24 months 7/22/15 24 months 7/29/15 24 months 9/10/15 24 months EFTA01414441 9/11/15 24 months 10/14/15 24 months 9/22/15 27 months 5/20/16 24 months 5/26/16 24 months 7/14/16 24 months Total IPO ($m) $276.0 350.0 115.0 112.3 200.0 258.8 350.0 155.3 450.0 500.0 325.0 370.0 600.0 250.0 402.5 Offer price/unit $10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 $ $10.00 10.00 10.20 10.00 10.00 10.00 10.00 10.00 10.00 10.00 EFTA01414442 10.00 10.00 10.00 10.00 10.00 In Trust at IPO 100.0% 100.0% 102.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Current P/unit (Shs+wrrnts) $10.00 10.07 10.36 10.14 10.04 10.12 9.84 10.05 10.10 10.02 10.00 9.84 10.00 10.15 10.33 % change since IPO 0.0% 0.7% 3.6% 1.4% 0.4% 1.2% (1.6%) 0.4% 1.0% 0.1% EFTA01414443 0.0% (1.7%) 0.0% 1.5% 3.3% Time Left 2 months 6 months 8 months 9 months 11 months 11 months 12 months 12 months 14 months 14 months 15 months 17 months 22 months 22 months 24 months Acquisition deadline Oct-16 Jan-17 Mar-17 Apr-17 Jun-17 Jun-17 Jul-17 Jul-17 Sep-17 Sep-17 Oct-17 Dec-17 May-18 May-18 Jul-18 Company Target Acquisitions announced INFOR Acquisition Corp * Silver Run Acquisition Corp. Terrapin 3 Acquisition Corp. Gores Holdings, Inc. Easterly Acquisition Corp GP Investments Acquisition Corp. Hennessy Capital Acquisition Corp. II ECN Capital EFTA01414444 Centennial Resource Production Yatra Online Hostess Brands Sungevity Inc. World Kitchen United Subcontractors Announce Date 7/25/16 7/22/16 7/13/16 7/5/16 6/29/16 4/19/16 4/4/16 Total IPO ($m) $230.0 500.0 212.8 375.0 200.0 172.5 199.6 price/unit $10.00 10.00 10.00 10.00 10.00 10.00 10.00 $ $10.00 10.00 10.00 10.00 10.00 10.00 10.00 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Current P/unit (Shs+wrrnts) $10.45 EFTA01414445 12.32 10.30 11.09 10.23 10.15 10.13 % change since IPO 4.5% 23.2% 3.0% 10.9% 2.3% 1.5% 1.3% Acquisition deadline May-17 Feb-18 Dec-16 Aug-17 Jul-17 Jul-16 Jul-17 Offer In Trust at IPO Company Target Completed acquisitions Liquidated SPACs Deutsche Bank Corporate Banking & Securities WL Ross Holdings Corp. Boulevard Acquisition Corp. Capitol Acquisition Corp. II Levy Acquisition Corp. Silver Eagle Acquisition Corp. Hennessy Capital Acquisition Corp. Quinpario Acquisition Corp. Azteca Acquisition Corp. Global Eagle Acquisition Corp. RLJ Acquisition, Inc. NC Acquisition Corp. Nexeo Solutions AgroFresh Linblad Expeditions Del Taco Holdings, Inc Videocon D2H Blue Bird EFTA01414446 Jason Incorporated WAPA and Cinelatino Row 44, Inc. Image Entertainment, Inc. & Acorn Media Group, Inc. The Tile Shop Close Date 6/9/16 7/31/15 7/8/15 6/30/15 3/31/15 2/24/15 6/30/14 4/4/13 1/31/13 10/4/12 8/21/12 Total IPO ($m) $500.3 210.0 200.0 150.0 325.0 115.0 172.5 100.0 189.9 143.8 125.0 price/unit $10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 10.00 $ $10.00 10.00 10.00 10.00 10.00 10.00 10.27 EFTA01414447 10.05 9.98 9.95 10.00 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 102.7% 100.5% 99.8% 99.5% 100.0% Current P/unit (Shs+wrrnts) $10.24 6.93 10.98 11.95 10.91 15.43 4.05 13.74 12.20 1.97 23.05 % change since IPO 2.3% (30.8%) 9.8% 19.5% 9.1% 54.3% (59.5%) 37.4% 22.0% (80.3%) 130.5% Offer In Trust at IPO Company Target Garnero Group Acquisition Co ROI Acquisition Corp. II Hicks Acquisition Company II, Inc. Grupo Columbo Ascend Telecom Holdings Ltd. EFTA01414448 Appleton Papers Offering Date 6/24/14 9/17/13 10/8/10 Total IPO ($m) $143.8 125.0 150.0 price/unit $10.00 10.00 10.00 $ $10.05 10.00 9.95 100.5% 100.0% 99.5% Liquidation P/unit IPO Unit holder (Shs+wrrnts) $10.05 10.00 9.93 returns 0.5% 0.0% (0.7%) Offer In Trust at IPO * TSX listed. 20 Note: Market data as of August 1, 2016. Bold represents offerings underwritten by Deutsche Bank. Includes SPACs with IPO sizes of $100mm and greater. Source: FactSet, SEC filings EFTA01414449 81nidZpGqzkSDMpD Deutsche Bank's outstanding SPACs IPO date Deutsche Bank has been fully committed to the SPAC structure since 2005 and has led the evolution of the SPAC structure since the financial crisis Deutsche Bank is the undisputed leader in SPAC investment banking, having originated $4.0bn of the $6.8bn total SPAC capital currently outstanding We have 12 active DB-led SPACs pursuing transactions that need to be completed within the next 24 months 7/17/14 SPAC Terrapin 3 Acquisition Corp. SPAC Size $213mm 1/15/15 Quinpario Acquisition Corp. 2 $350mm 5/27/15 7/29/15 8/14/15 9/10/15 9/11/15 INFOR Acquisition Corp. Global Partner Acquisition Corp. Gores Holdings Inc. Pace Holdings Corp. Double Eagle Acquisition Corp. 10/13/15 Capitol Acquisition Corp. III C$230mm $155mm $375mm $450mm $500mm $325mm 2/24/16 Silver Run Acquisition Corp. $500mm 4/20/16 EFTA01414450 5/26/16 7/14/16 Deutsche Bank Corporate Banking & Securities Note: Mediawan Landcadia Holdings, Inc. Conyers Park Acquisition Corp. €250mm $250mm $350mm Target TEV Range $750 - $1,250mm $1,250 -$2,250mm 2,250mm C$500 - C$1,000mm $500 -$1,000mm $1,250 -$2,250mm 2,250mm $1,500 -$2,500mm 2,500mm $1,500 - $2,500mm $1,250 - $2,250mm $1,500 -$2,500mm 2,500mm €750 -€1,250mm $750 -$1,250mm $1,250 - $2,250mm Dotted orange lines indicate transaction pending (Terrapin 3 / Corp. / Centennial Resource Production) Sponsor Terrapin Partners LLC (Nathan Leight) Quinpario Partners LLC (Jeffry Quinn) INFOR Financial Group (Neil Selfe) EFTA01414451 Golub Capital (William Kerr, Paul Zepf, Gary DiCamillo) The Gores Group (Alec Gores) TPG Capital (David Bonderman, James Coulter, Karl Peterson) Double Eagle Acquisition LLC (Harry Sloan, Jeff Sagansky) Capitol Acquisition Management 3 LLC (Mark Ein, Dyson Dryden) Riverstone Holdings (Mark Papa, David Leuschen, Pierre Lapeyre) Pierre-Antoine Capton, Xavier Niel, Mattieu Pigasse Tilman Fertitta, Rich Handler Centerview Capital (Jim Kilts, Dave West, Brian Ratzan) Dotted green lines indicate SPACs with upcoming deadlines of around a year or less As of August 2016 for SPAC IPOs currently outstanding. green lines indicate SPACs with upcoming deadlines of Source: Company Filings Consumer 24 months Jul-18 Left lead 21 Yatra Online, INFOR Acquisition Corp. / ECN Capital, Gores Holdings / Hostess Brands, Silver Run Acquisition Industry Agnostic Technology, Media, Telecommunications Industry Agnostic Energy, particularly North American E&P assets Media Dining, Hospitality, Entertainment, Gaming 21 months 22 months 14 months 14 months 15 months Sep-17 Sep-17 Oct-17 EFTA01414452 Feb-18 Apr-18 May-18 Left lead Left lead Joint bookrunner Left lead Joint bookrunner Joint bookrunner Industry Agnostic Industry Agnostic 12 months 13 months Jul-17 Aug-17 Industry focus Private Equity Portfolio Companies Specialty Chemicals Companies located in North America, specifically Canada 10 months May-17 Time left 2 months 6 months Acquisition Deadline Dec-16 Jan-17 DB role Sole bookrunner Left lead Joint bookrunner Sole bookrunner Sole bookrunner EFTA01414453 81nidZpGqzkSDMpD Deutsche Bank Corporate & Investment Banking SPAC 101 Section 3 EFTA01414454 81nidZpOqzkSOMpD How does a SPAC work? 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 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 from downside protections while the sponsor, if successful, is entitled to entrepreneurial economics Listed 'SPAC' Acquisition within 21-24 months Equity check Target company Target operating company with debt and equity 'de — SPACing"reverse IPO' of operating company at acquisition Listed 'successor' company Publicly listed operating company with debt and equity Ideal sponsors Ideal targets EFTA01414455 — 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 Differentiated and unique access to deep target set — Ability to bring value and management expertise post acquisition — Infrastructure to evaluate, underwrite and structure acquisition Ability to bring value and management expertise post acquisition Infrastructure to evaluate, underwrite and structure acquisition — Viable IPO candidates 'in their own right' — Companies that seek — 'fast track' IPO with limited market/timing risk — ability to achieve earn-out — flexibility to 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 Deutsche Bank Corporate & Investment Banking 22 EFTA01414456 81nidZpGqzkSDMpD Return profile for SPAC investors Pre-acquisition, the SPAC trades like a zero coupon bond with a warrant Between announcement of the acquisition and shareholder vote, investors may monetize a great acquisition while still maintaining full downside protection After successful business confirmation, the SPAC will trade on the basis of an operating company with the warrants providing potential additional upside returns $10 Downside protection $0 IPO Announcement of acquisition 'DeSPACing' Shareholder vote Downside risk Phase I — Pre-acquisition Bond-floor + call option — —100% cash-in-escrow provides downside protection — Option to participate in future acquisition Phase II — At acquisition Bond-floor + equity upside + call option — Still full downside protection through redemption right — Potential upside in share and warrant — Opportunity to acquire company at discount to public market valuation Phase III — Post-acquisition Equity — No downside protection — Trading in line with company fundamentals — Additional upside through warrant For illustrative purposes only Upside through warrant Upside through share EFTA01414457 Deutsche Bank Corporate & Investment Banking 23 EFTA01414458 81nidZpGgzkSDMpD The equilibrium of a SPAC There is an inherent equilibrium in the SPAC structure — constant input by the buy-side refined the structure, which has become a careful balance between investor protections and an effective acquisition tool Recent structural innovations have improved the sponsor's ability to execute an acquisition, while maintaining the same investor protections Benefits to investors 7c Private equity-like investment with downside protection 7c Liquidity though publicly traded securities IC Downside protections from ring-fenced trust account providing dissenting investors with the right to redeem, underpinned by *100% cash proceeds from IPO dissenting investors with the right to redeem, underpinned by gc Automatic liquidation if no acquisition within specified timeframe gc Equity exposure through cash investment ('bear market trade') gc Upside through warrants gc Alignment of interest through sponsor capital at risk and tranching of promote IC Access to incentivized best-in-class sponsors ('scarcity value') it No management fees or salaries paid class sponsors ('scarcity value') Benefits to sponsors it Opportunity to monetize proprietary deal flow in relatively quick time frame it SPAC has a public acquisition currency and does not rely on debt financing ric Potential for future serial issuances gc Attractive entrepreneurial economics if acquisition is completed — equity promote tranched to align interests with investors — opportunity to capture further upside as shareholder and warrantholder it Allows sponsor team to focus on one material acquisition with affiliate/sidecar structure Benefits to sellers Tc 'Fast track' IPO it Sponsor stamp of approval and other benefits/synergies ric Reverse merging under managed/non core business into publicly traded SPAC to partner with well-known sponsor team Potential for seller to retain majority of upside by being paid in EFTA01414459 stock (with opportunity for earn-out equity) iic Potential for seller to retain majority of upside by being paid in stock (with opportunity for earn gc Private equity input without private equity dominance gc Much less disruptive to seller/company and employees than traditional IPO Private equity input without private equity dominance Much less disruptive to seller/company and employees than gc Ability to structure complex transactions to meet seller's specific needs gc Flexible capital Flexible capital Deutsche Bank Corporate & Investment Banking 24 EFTA01414460 81nidZpOqzkSDMpD What are SPAC investors looking for? .>Z Management quality and credibility remain the top differentiator — unique expertise, proprietary access to targets and a long-standing track record are key selling points Management/ sponsor team is key )Z History of value creation for investors )Z Demonstrate ability to execute 'de-SPACing' process (M&A experience) The investor universe has expanded with recent IPO transactions marketed beyond traditional structured buyers Strategy Clear investment focus in a deep and target rich environment Clear approach to value creation to overcome structural overhang .>Z Define role and contribution of sponsor team post acquisition \Z Management of potential conflicts of interest Structure \Z Appropriate level of cash in trust with latest technology around structure • Investors asking for plain vanilla structures that they are comfortable with Size and liquidity )Z Minimum SPAC size and float to attract major investors, but also aligned with target opportunity set and sponsor history )Z Active market-making and after-market trading supported by lead manager Deutsche Bank Corporate & Investment Banking 25 EFTA01414461 81nidZpGqzkSDMpD Sizing a SPAC should be driven by the size of the targets Dilutive impact of SPAC structure is minimized with a larger deal size Illustrative dilution on a $200mm SPAC at various transaction values The latest SPAC structure offers dramatically less dilution compared to the legacy structure, which has further facilitated successful acquisitions Additionally, by selecting targets with TEV much larger than the SPAC, the dilution hurdle can be further decreased An ideal target transaction size for a SPAC is typically 3-5x the initial IPO size Key assumptions: — $200mm SPAC IPO - Sponsor promote of 20% or $50mm upfront — 10.0x TEV/EBITDA acquisition multiple Deutsche Bank Corporate & Investment Banking Acquisition TEV / EBITDA PF TEV / EBITDA ($250mm TEV) PF TEV / EBITDA ($650mm TEV) PF TEV / EBITDA ($1,050mm TEV) 26 Transaction value - TEV (multiple of IPO) TEV EBITDA purchase multiple EBITDA Fully diluted TEV w/ promote Fully diluted EBITDA multiple EBITDA delta (x) EBITDA delta (%) 10.0x 1.0x $200.0 10.0x 20.0 $250.0 12.5x 2.5x EFTA01414462 25.0% 12.5x 10.8x 10.5x 3.0x $600.0 10.Ox 60.0 $650.0 10.8x 0.8x 8.3% 5.0x $1,000.0 10.Ox 100.0 $1,050.0 10.5x 0.5x 5.0% EFTA01414463 81nidZpOqzkSDMpD SPAC structure today SPAC technology today The SPAC structure has been improved with issuers addressing key challenges of the legacy structure including the promote size, shareholder vote complexities and the dilutive terms of warrants Comments Cash in trust Il uth100% in trust at IPO — Investor capital protected — Lower interest rate environment, but cash in trust remains largely unchanged Sponsor promote — 20% common stock — 20% is a strong initial starting point — Full promote has been earned in most successful back-ends — Full proxy subject to SEC review — When shareholder vote is required, no more than 50% voting against acquisition When shareholder vote is required, no more than 50% voting against acquisition Acquisition mechanics — shareholders can vote "yes" and redeem shares which typically results votes — Redemption thresholds can be set by specific acquisition requirements, i.e. minimum cash — Half warrant per unit — Strike out of the money Warrant terms ($11.50 strike price per whole warrant) 5 year duration from close of business — 5 year duration from close of business combination — Significantly less dilution and overhang — Longer duration provides increased time value to warrant holders — Investor trade-off initial "in the money" value to maintain upside Deutsche Bank Corporate & Investment Banking 27 EFTA01414464 shareholders can vote "yes" and redeem shares which typically results in zero "no" — Much higher certainty of deal close — Quicker acquisition timeline — Shareholders maintain same redemption rights — Higher likelihood of retaining warrant value — Redemption threshold set by specifics of transaction EFTA01414465 81nid2pGqzkSDMpD Strong back-end support, leading to trading success Blueprint for a successful business combination Blueprint for a successful business combination Sound the market — Under NDA, prior to announcement, meet with a combination of existing shareholders and prospective investors — Feedback is valuable and will shape how the acquisition is communicated to the market — "Third party validation" — File proxy or tender documents shortly after announcement to expedite process Early momentum is critical — Encouraging new buyers to acquire shares in the open market share price up towards cash value shares in the open market immediately helps to create urgency in the market and push — With early momentum, existing holders are more likely to be supportive — Roadshow Deal marketing to investors immediately post announcement — Focus on natural, fundamental owners for the new company — Visit with existing shareholders to get their support as well Process can be iterative — Important to stay in front of shareholders throughout — Financials will be updated, as required — Keep marketing process — Goal is to have shares trading at a premium to cash in trust Investor "approval" — As a result of the marketing, shareholders recycle Deutsche Bank Corporate & Investment Banking As a result of the marketing, shareholders may be different than at the time of the announcement or the IPO as shares will 28 EFTA01414466 81nidZpGqzkSDMpD Deutsche Bank Corporate & Investment Banking Deutsche Bank SPAC credentials Appendix I EFTA01414467 81nidZpGqzkSDMpD Deutsche Bank's leading SPAC franchise Deutsche Bank is a thought and market share leader in structuring SPACs and marketing them to the buyside community. We also remain on the forefront of IPO de-SPACings. Conyers Park Acquisition Corp. USD350 million Blank check company IPO Lead bookrunner Launched Select new SPAC generation Mediawan EUR250 million Blank check company IPO Joint Bookrunner April 2016 Capitol Acquisition Corp. III USD325 million Blank check company IPO Joint Bookrunner October 2015 Pace Holdings Corp. USD450 million Blank check company IPO Blank check company IPO Lead Bookrunner September 2015 September 2015 Resolute Natural Resources Company USD582 million Sale to Hicks Acquisition Company Financial Advisor September 2009 SPAC IPOs through 2009 Navios Maritime Acquisition Corp USD253 million Blank check company IPO Joint Bookrunner June 2008 Trian Acquisition I Corp USD920 million Blank check company IPO Joint Bookrunner January 2008 Double Eagle Acquisition Corp. EFTA01414468 USD500 million Blank check company IPO Lead Bookrunner September 2015 Gores Holdings, Inc. Global Partner Acquisition Corp. USD375 million Blank check company IPO Sole Bookrunner August 2015 USD155 million Blank check company IPO Blank check company IPO Sole Bookrunner July 2015 July 2015 United Refining Company USD450 million Blank check company IPO Joint Bookrunner December 2007 Global Consumer Acquisition Corp USD319 million Blank check company IPO Sole Bookrunner November 2007 Golden Pond Healthcare, Inc USD135 million Blank check company IPO Sole Bookrunner November 2007 Landcadia Holdings, Inc. Quinpario Acquisition Corp. 2 USD250 million Blank check company IPO Joint bookrunner May 2016 USD350 million Blank check company IPO Lead Bookrunner January 2015 Silver Run Acquisition Corp. USD500 million Blank check company IPO Lead Bookrunner February 2016 Sole Bookrunner July 2013 Deutsche Bank Corporate Banking & Securities Joint Bookrunner EFTA01414469 May 2013 Underwriter May 2011 May 2011 Sole Bookrunner February 2007 Sole Bookrunner October 2006 Sole Bookrunner February 2006 29 Silver Eagle Acquisition Corp. USD325 million Blank check company IPO Capitol Acquisition Corp. II USD200 million Blank check Company IPO Global Eagle Acquisition Corp USD190 million Blank check company IPO Blank check company IPO Information Services Group, Inc USD259 million Blank check company IPO Granahan McCourt Acquisition Corp USD90 million Blank check company IPO Grubb & Ellis Realty Advisors USD144 million Blank check company IPO WL Ross Holding Corp. USD500 million Blank check company IPO Lead Bookrunner June 2014 Hennessy Capital Acquisition USD115 million Blank check company IPO Blank check company IPO Sole Bookrunner January 2014 January 2014 Global BPO Services Corporation USD250 million Blank check company IPO Sole Bookrunner October 2007 Vantage Energy Services, Inc. USD276 million Blank check company IPO Sole Bookrunner EFTA01414470 May 2007 Tailwind Financial Inc USD100 million Blank check company IPO Sole Bookrunner April 2007 EFTA01414471 81nidZpGqzkSDMpD Deutsche Bank's leading SPAC franchise Deutsche Bank's dedicated SPAC coverage encompasses capital markets, sales & trading, M&A and industry coverage, and has a tremendous breadth of market insight and experience WL Ross Holding Corp. USD1,664 million Acquisition of Nexeo Solutions Capital Acquisition Corp. II USD411 million Acquisition of Linblad Expeditions Resolute Natural Resources Capital Markets Advisor and Lead Finaning Arranger June 2016 Capital Markets Advisor USD582 million July 2015 Sale to Hicks Acquisition Company I, Inc. Silver Eagle Acquisition Corp USD1,202 million Acquisition of Videocon D2H Hennessy Capital Acquisition Corp. USD461 million Acquisition of Blue Bird M&A Advisor September 2009 M&A Advisor March 2015 Capital Markets Advisor February 2015 Global BPO Services Corp USD200 million Azteca Acquisitions Corp USD415 million Acquisition of InterMedia Espanol Holdings, LLC and Cine Latino, Inc. M&A Advisor April 2013 Global Eagle Acquisition Corp USD435 million Acquisition of Row44/AIA M&A Advisor January 2013 M&A Advisor EFTA01414472 July 2008 M&A Advisor June 2008 M&A Advisor November 2007 M&A Advisor July 2007 Acquisition of Stream Holdings Corp Vantage Energy Services, Inc. USD2.4 billion Acquisition of Offshore Group Investments Ltd. Information Services Group, Inc. USD230 million Acquisition of Technology Partners International, Inc. India Hospitality Corp USD110 million Acquisition of Mars Restaurants/SkyGourmet Catering USD517 million Acquisition of Iridium Holdings LLC USD550 million AEG Power Solutions B.V. GBP2.3 billion Acquisition of Pearl Group EUR250 million Blank check company IPO M&A Advisor September 2009 M&A Advisor September 2009 M&A Advisors June 2009 GHL Acquisition Corp. Germanyl Acquisition Ltd Liberty International PLC Germanyl Acquisition Ltd. Liberty Acquisition Holdings (International) Co. EUR600 million Blank check company IPO M&A advisory Helikos S.E. EUR231 million Acquisition of exceet Group AG Navios Maritime Acquisition Corporation USD458 million Acquisition of 13 oil and chemical EFTA01414473 tanker ships Capital markets advisor July 2011 M&A Advisor June 2010 Kennedy Wilson, Inc USD555 million Acquired by Prospect Acquisition Corp M&A Advisor November 2009 Global Consumer Acquisition Corp USD105 million Acquisition of Western Liberty Bancorp. M&A Advisor October 2009 (continued) European IPOs European CleanTech I SE EUR115 million Blank check company IPO Helikos S.E. EUR200 million Blank check company IPO Sole Bookrunner October 2010 Sole Bookrunner February 2010 Sole Bookrunner July 2008 Underwriter February 2008 Deutsche Bank Corporate & Investment Banking 30 EFTA01414474 81nidZpGqzkSDMpD DB is the leading permanent capital franchise Leadership in the permanent capital space The public equity markets have a long history of providing significant support and capital to a wide variety of focused financial vehicles Many sub-sectors have evolved from niche strategies targeting a specific market opportunity into wellestablished asset classes today 2004 — 05 Business development companies Residential mortgage REITs Global Consumer SPACs Information Services Group Commercial Mortgage REITs Distressed bank vehicles S36 Escrow Corp. Alternative financial assets Pershing Square Holdings USD2.8 billion IPO Focused Joint Global Coordinator, Joint Bookrunner & Stabilization Agent October 2014 alternative asset managers Debt capitalization / structuring European listed funds EFTA01414475 Deutsche Bank Corporate Banking & Securities Note: Logos represent selected DB clients/transactions. 31 Reinsurance vehicles ABR RE United Refining Company 2006 — 07 2008 — 10 2011 — 13 2014 Now EFTA01414476 81nidZpGqzkSDMpD Pace Holdings Corp. (NASDAQ: "PACEU") $450 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 Position David Bonderman Chairman of the Board 5 James Coulter Director Karl Peterson President, CEO and Director Deutsche Bank Corporate Banking & Securities 6 7 Innovation and technology competencies Extensive network with global reach Extensive network with global reach Strong stewardship of companies in public markets Source: Company data 32 Innovation and technology competencies Summary IPO terms Pace Holdings overview Pace Holdings Corp. ("Pace") is a blank check company formed for the purpose of entering into a business combination with an enduring business with compelling public market Pricing date: Transaction size: Securities offered: September 10, 2015 $450 million (includes $50mm greenshoe) 45 million units (includes 5.0 million over EFTA01414477 shares) €it -allotment warrant (exercisable for 1/3 share of common stock) each consisting of 1 share of common stock and 1 Amount held in trust: Equal to 100% of offering proceeds Sponsor "at risk" investment: Sponsor promote: Offering fees: DB Role: $11.0 million investment in warrants at $0.50 per warrant (direct purchase of 22 million warrants) (direct purchase of 22 million warrants) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise 5.5% including 3.5% deferred fees Lead left bookrunner 1 2 3 4 Compelling investment highlights of a TPG-led SPAC TPG affiliation provides capabilities of worldwide reach On average, two decades of experience as hands-on investor and operator on investor and Demonstrated ability to create 'Alpha' across cycles Ability to identify and implement change Ability to identify and implement change A Leading global private alternative asst manager with —$75bn of AUM A Global team of over 250 with extensive deal sourcing and execution experience A Both David Bonderman and James Coulter will be involved IC As the sole coordinator of the premarketing process, DB helped Pace test the waters with dozens of leading SPAC investors and premier long-only's EFTA01414478 gc Pace garnered exceptionally-positive feedback and an orderbook consisting of multiple premier long-only investors A DB helped structure an innovative warrant framework, lowering warrant coverage from 1/2 (which DB also incepted) to 1/3 and also decreasing the mandatory redemption price (associated with the underlying share) from $24.00 to $18.00 Intend to deploy a thematic sourcing strategy to identify companies that are not operating at its full potential and could benefit from a hands-on lead shareholder who can identify and implement improvements )Z 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 )Z Management team is led by Karl Peterson, Managing Partner of TPG's European business €it 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 €it Will leverage TPG Capital's existing breadth and depth in transaction sourcing, diligencing and execution Differentiating highlights of what makes Pace unique Sponsor quality Unprecedented orderbook quality Structuring EFTA01414479 81nidZpGqzkSDMpD Double Eagle Acquisition Corp. (NASDAQ: "EAGLU") $500 million IPO — largest (tied) post-crisis offering at pricing DB led the $500mm IPO of Double Eagle Acquisition Corp., featuring the largest (tied) post-crisis SPAC IPO and a transaction that got upsized from an originallyenvisioned $400mm base deal Deal was completed in an accelerated 3-day roadshow, garnering Double Eagle with a superb orderbook consisting of many premier long-only investors Key management Name Position Jeff Sagansky President & CEO James Graf CFO, VP & Treasurer Harry Sloan* Founding Investor Deutsche Bank Corporate Banking & Securities Lead by Jeff Sagansky, a seasoned media & communications investor and principal founder and investor in both Global Eagle and Silver Eagle $325mm Management team has history of closing successful blank check transactions Management team has history of closing successful blank check Targets faster-growing segments of developed markets and emerging international markets Strong relationship with large media houses Note: Market data as of end of August 2015. Source: Company data IPO Acquisition Returns to date $190mm Global Eagle 2011 AIA / Row 44 (Jan 2013) EFTA01414480 -50% Silver Eagle 2013 Videocon d2h (March 2015) —20% Double Eagle 2015 33 $500mm Summary IPO terms Double Eagle Acquisition Corp. overview )Z Double Eagle Acquisition Corp. is a blank check company formed for the purpose of entering into a business combination Pricing date: Transaction size: Securities offered: September 10, 2015 $500 million (includes upsize and greenshoe) 50.0 million units (includes 2.0 million over shares) fit each consisting of 1 share of common stock and 1 warrant (exercisable for 11 share of common stock) Amount held in trust: Equal to 100% of offering proceeds Sponsor "at risk" investment: Sponsor promote: DB Role: $10.0 million investment in warrants at $0.50 per warrant (direct purchase of 20 million warrants) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post-raise Lead left bookrunner -allotment Seeks to select, acquire and operate media and entertainment businesses, including providers of content, with high growth potential in the US or internationally Third SPAC of the Platform, which is dedicated to finding media and communication assets with high growth potential at attractive valuations Vt Management has access to proprietary deal flow and has a history of strong execution in the media, communications and entertainment sectors Management team is led by Jeff Sagansky, Co-founder of Global Eagle Acquisition Corp and Silver Eagle Acquisition Corp Sagansky co-founded, together with Graf and Sloan, Global Eagle Acquisition and Silver Eagle Acquisition, which completed their business combination successfully in 2013 and 2015, respectively fit Sagansky has over 35 years of senior-level media management and EFTA01414481 investment experience Investment highlights Double Eagle is the next opportunity on the Eagle platform Part of Eagle Platform, dedicated to finding media and communications assets with high growth potential at below market valuations SPAC Size ($mm) EFTA01414482 81nidZpGqzkSDMpD Capitol Acquisition Corp. III (NASDAQ: "CLACU") $325 million IPO DB acted as joint bookrunneron the IPO of Capitol Acquisition Corp. III, the third and largest SPAC for Mark Ein who previously successfully created two public companies (Lindblad Expeditions and Two Harbors) using the SPAC structure in a variety of market environments Summary IPO terms Capitol Acquisition Corp. overview )Z Capitol Acquisition Corp. III ("Capitol") is a blank check company formed for the purpose of entering into a business combination with an enduring business with compelling public market Pricing date: Transaction size: Securities offered: October 13, 2015 $325 million (includes $25mm greenshoe) 32.5 million units lit each consisting of 1 share of common stock and 1 warrant (exercisable for 1 share of common stock) Amount held in trust: Equal to 100% of offering proceeds Sponsor "at risk" investment: Sponsor promote: Offering fees: DB Role: $8.3 million investment in warrants at $1.00 per warrant (direct purchase of 8.3 million warrants) (direct purchase of 8.3 million warrants) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise 5.5% including 3.5% deferred fees Joint bookrunner Investment highlights 1 Key management Name Position 3 Mark D. Ein Chairman & CEO L. Dyson Dryden EFTA01414483 President & CFO Alfheidur H. Saemundsson Vice President Deutsche Bank Corporate Banking & Securities 4 Successful experience in getting fundamental investor participation and closing back-end business combination 5 Post-merger, build long-term value through intensive engagement and active oversight Source: Company data Better Trading Dynamics Proactive deal sourcing and creative thinking to generate proprietary, offmarket investments Cohesive team with long working relationships, complementary skill sets and diverse networks 2 Sponsor team has strong track record in closing public acquisition company business combinations Attractive Deal Sourcing Positioning Transaction size hits acquisition company "sweet spot" €)t attractive size to target universe (e.g. proprietary, non-auction process companies) t increased size enables acquisition company to drive increased benefit from capital market access Increased size improves trading dynamics for post-deal public company (e.g. increased float, liquidity etc.) IV Increases likelihood of index inclusion and research coverage Pt median market cap of a Russell 2000 company is —$700mm 34 \Z Sponsor team has long history of building outstanding companies, closing complicated transactions and acting as a trusted partner to management teams and other stakeholders \Z Management team is led by Mark Ein, the Founder of Venturehouse Group, LLC, an former Partner at the Carlyle Group and the Founder of Capitol Acquisition Corp. I and II Pt Ein has over 20 years of experience in company building, venture capital & private equity investing Pt precedent transactions demonstrate that a public acquisition company led by Mark Ein and his sponsor team can lead to a highly successful longterm outcome for companies and management teams €it significant experience structuring complex transactions, best noted by the novel structure used for the Capitol I / Two Harbors merger EFTA01414484 Increased offering size will benefit Capitol III Capitol II Pipeline Suggests Larger Size gE A number of Capitol II's most compelling targets either desired, or required, over $325 million of cash equity tA increased size of Capitol III makes the company a more attractive acquirer of these targets EFTA01414485 81nidZpGqzkSDMpD Gores Holdings, Inc. (NASDAQ: "GRSHU") $375 million SPAC IPO Deutsche Bank acted as sole bookrunner on the $375mm IPO of Gores Holdings, Inc., the second largest IPO post-crisis Gores Holdings combines a deep bench of experienced operators with a disciplined investment approach to offer a compelling solution to potential transaction partners, including a strong focus on corporate carve-out acquisitions Summary IPO terms Gores Holdings overview \Z Gores Holdings, Inc. is a blank check company formed for the purpose of entering into a business combination with an enduring business with compelling public market Pricing date: Transaction size: Securities offered: August 13, 2015 $375 million (excluding greenshoe) 37.5 million units (includes a partial exercise of the over-allotment shares) fit each consisting of 1 share of common stock and 1 warrant (exercisable for 11 share of common stock) Amount held in trust: Equal to 100% of offering proceeds Sponsor "at risk" investment: Sponsor promote: Offering fees: DB Role: $9.5 million investment in warrants at $0.50 per warrant (direct purchase of 18 million warrants) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise 5.5% including 3.5% deferred fees Sole Bookrunner \Z Seeks to identify operationally-oriented acquisition opportunities and emphasize on the industries or sectors for which its management team has considerable knowledge )Z Management team is led by Alec Gores, an entrepreneur, operator and private equity investor with over 35 years experience EFTA01414486 €1t Alec Gores is the Founder, Chairman and CEO of The Gores Group, a global investment firm with 28-year of successful operational investing experience in TMT, industrials and healthcare sectors Pt Gores Group has completed over 100 transactions and 46 corporate divestitures €1t The team has complementary skills and experience encompassing all aspects of the investment process €1t Combined experience of over 80 years in private equity and investment banking Investment highlights Backed by a global private equity firm with 28-year track record of successful operational investing Key management Name Position Alec Gores Chairman of the Board Mark Stone CEO Kyle Wheeler President, CFO and Secretary Deutsche Bank Corporate Banking & Securities Management team has over 80 years of combined operational, financial, investment and transactional experience Access to robust proprietary deal flow 3 Strong blue-chip corporate relationships 4 Tailored investment vehicle for a proven team to pursue complicated structures in a public format Strong alignment of interests with The Gores Group, a premier sponsor Source: Company data 5 Why the blank check structure works for The Gores Group 1 2 • Attractive structure to selectively pursue larger-scale investments • Next step in the evolution of The Gores Group with senior management focus • Source of permanent capital to allow for significantly longer investment hold periods • Proven access to deal flow for larger-sized transactions • Platform for a complementary business line through future repeat issuance Provides unique extension of Gores' capabilities beyond core private equity business while SPAC size eliminates conflicts 35 EFTA01414487 81nidZpGqzkSDMpD Global Partner Acquisition Corp (NASDAQ: "GPACU") $155 million SPAC IPO Deutsche Bank acted as the sole bookrunner in the IPO of Global Partner Acquisition Corp. ("GPAC") Despite the accelerated 3day roadshow, the book was meaningfully oversubscribed and the full shoe was exercised Summary IPO terms Global Partner Acquisition Corp overview )Z Global Partner Acquisition Corp (GPAC) is a blank check company formed for the purpose of entering into a business combination with an enduring business with compelling public market Pricing date: Transaction size: Securities offered: July 29, 2015 $155.3 million (full greenshoe exercised) 15.5 million units (full greenshoe exercised) €it Amount held in trust: Sponsor "at risk" investment: Sponsor promote: DB Role: Key management Name Position William Kerr Chairman of the Board Paul Zepf CEO Gary DiCamillo Vice Chairman Andrew Cook CFO Combined team has completed over 125+ transactions and has over 280+ years of experience Ability to provide operational uplift and help the target company expand organically or pursue bolt-on acquisitions Deutsche Bank Corporate Banking & Securities Source: Company data each consisting of 1 share of common stock and 1 warrant (exercisable for 1/2 share of common stock) EFTA01414488 Equal to 100% of offering proceeds $6.4 million investment in warrants at $0.50 per warrant (direct purchase of 12.8mm warrants) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise Sole Bookrunner t Targets businesses with enterprise value of $300m to $1.5bn and not confined to a particular industry \Z Management team has a track record of value creation across a broad spectrum, whether it is running and growing public / private companies or leading private equity transactions I# GPAC leverages an actively-engaged team of nine to source potential business combinations — key SPAC management (Paul Zepf, Bill Kerr, Andrew Cook and Gary DiCamillo) along with Pano Anthos (Director), Jeffrey Weiss (Director), David Chamberlain (Advisor), Neal Goldman (Advisor) and Michael Johnston (Advisor) Vt Strong association with Eaglepoint Advisors, a consulting firm that works primarily with middle-market companies gt Have strong and tenured relationships with key investment banks and dozens of private equity players Investment highlights Active business combination pursuit from a well-connected team of nine, each with proprietary access to deal flow Proven team of former CEOs, entrepreneurs, private equity executives, operators and business leaders Affiliated with a leading middle market lender with a robust network of sponsor relationships and proprietary deal flow Industry breath 7C Technology IC Media IC Industrials iC Consumer / Retail IC Financial services GPAC capabilities Diverse array of skillsets gc Multidisciplinary deal execution, M&A and investing expertise gc History of value creation through roles as: • Public company CEOs • Private equity investor • Entrepreneurs • Turnaround consultants • CFO and integration officers • Operating executives Depth of expertise EFTA01414489 5E Team has effected meaningful change in multiple industries 5E Deep and broad industry expertise through investing and operating enhances GPAC's due diligence capabilities 5E Ability to structure complex transactions with a sophisticated team to meet seller's specific needs 36 EFTA01414490 81nidZpGqzkSDMpD WL Ross Holding Corp. (NASDAQ: "WLRHU") $500 million SPAC IPO Deutsche Bank Securities acted as lead underwriter for WL Ross Holding Corp, the largest US SPAC post-financial crisis, highlighting the relevance of the SPAC vehicle in the minds of leading sponsors Summary IPO terms Pricing date: Public offering size: Securities offered: June 5, 2014 $500 million 50 million units fit Amount held in trust: Sponsor "at risk" investment: Sponsor promote: DB Role: each consisting of 1 share of common stock and 1 warrant (exercisable for 1/2 share of common stock) Equal to 100% of offering proceeds Sponsor 'at risk' investment of $11.2 million in the form of warrants ($0.50 per warrant) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise or 12.5 million shares Lead Bookrunner Sponsor highlights Key management Name Position Wilbur Ross Jr Chairman & CEO Stephen Toy President Wendy Teramoto SVP Years of private equity and restructuring experience EFTA01414491 40+ 17+ 17+ 5E 5E 5E 7E 5E Deutsche Bank Corporate Banking & Securities Global private equity firm with world-renowned management team and proven track record of investment excellence team and proven track record of investment excellence Value-oriented investment philosophy applied in a variety of market cycles Access to robust and consistent deal flow through differentiated origination network developed through senior management's 70+ years of private equity and restructuring advisory experience providing flexible, long-term capital solutions, distinguishing from other financial buyers Strong expertise in structuring complex transactions and term capital solutions, distinguishing it Extensive experience creating platform investments and often consolidating meaningful portions of large industries Source: Company data 1 2 3 4 5 6 WL Ross Holding Corp. overview X WL Ross Holding Corp (WLRH) is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination in a single large transformational investment 54 Management team has in the aggregate over 70 years of experience investing in value-oriented investment opportunities 54 Offers public investors the opportunity to team up with a management team with the ability to source value-oriented investment opportunities and create value through its distinctive distressed investing and turnaround prowess 5 WL Ross Holding Corp. benefits from the strong alignment of interest that the shareholders share with Invesco Ltd. and WL Ross & Co. LLC g Invesco Ltd. purchased 2.5 million units in the offering €# WL Ross & Co. LLC has the option to purchase 10 million shares at the time of business combination Investment highlights Tailored public investment vehicle to profit from thematic opportunities alongside an innovative and successful management team Ideally positioned to make an acquisition in the shipping, building materials, EFTA01414492 energy or financials industries Ideal vehicle to make a single large transformational investment in the $1.0-1.5 billion range Structure is ideal for "value-oriented" investments, which will be a core part of the investment strategy Strong alignment of interests between SPAC sponsor and public shareholders SPAC will benefit from the deal flow generated at WL Ross & Co. LLC and the strong operational platform of Invesco. 37 EFTA01414493 81nidZpGqzkSDMpD Quinpario Acquisition Corp. 2 (NASDAQ: "QPACU") $350 million chemicals-focused SPAC IPO Deutsche Bank Securities has acted as lead bookrunner for Quinpario Acquisition Corp. 2, the second SPAC sponsored by Quinpario Partners, LLC, a leading chemicalsfocused private equity firm Summary IPO terms Quinpario Acquisition Corp. 2 overview Pricing date: Transaction size: Securities offered: January 15, 2015 $350 million 35 million units €it Amount held in trust: Sponsor "at risk" investment: Sponsor promote: DB Role: Key management Name Position Jeffry N. Quinn Chairman of the Board D. John Srivisal President and CEO Paul J. Berra VP, General Counsel & Secretary A.Craig Ivey VP — Operations Nadim Z. Qureshi VP and Chief Strategy Officer Deutsche Bank Corporate Banking & Securities each consisting of 1 share of common stock and 1 warrant (exercisable for 1/2 share of common stock) Equal to 100% of offering proceeds $9.0 million investment in warrants at $0.50 per warrant (direct purchase of 18.0mm warrants) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise EFTA01414494 Lead Bookrunner Investment highlights Structure makes it an attractive business combination partner to target businesses Track Record Offers a target business an alternative to the traditional initial public offering through a merger or other business combination Intends to target businesses that operate in the specialty chemicals and performance materials industries Executive officers have deep knowledge of the chemicals & performance materials industries, experience in managing global businesses, and experience operating in a public-company environment Focus is primarily on acquiring companies valued between $500 million to $2 billion of enterprise value, with a potential for strong free-cash flow generation Source: Company data Industry Knowledge • • Demonstrated Teamwork • Quinpario Acquisition Corp 2 is a blank check company incorporated in July 2014, formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more target businesses \Z Management team is widely recognized and respected in the industry for its operating expertise and ability to consistently generate shareholder value \Z Management team intends to focus on acquiring companies that will increase stockholder value by growing revenue (through organic growth and acquisitions) and improving the efficiency of business operations of the acquired \Z Target business will not be limited to a particular industry, although the company intends to target businesses that operate in the specialty chemicals and performance materials industries \Z Experienced sponsor that has successfully utilized the SPAC structure to acquire Jason Industries, Inc. in June 2014, 11 months after its IPO Sponsor highlights Experience operating and growing complex, global EFTA01414495 businesses Ability to build high performance organizations Strong track record of successfully managing public companies Ability to manage capital and complex cost structures Proficiency in strategy and MA Partners of Quinpario were critical to the success of Solutia Solutia was a multi-phased transformation, creating a global performance materials and specialty chemical company Unlocked and created shareholder value, culminating in the $4.7 billion sale to Eastman Chemical Company Track record of delivering shareholder value in numerous other investments Extensive experience in specialty chemicals and performance materials industries Strong relationships across the chemical value chain and the financial community 38 EFTA01414496 81nidZpGqzkSDMpD INFOR Acquisition Corp. CAD230mm Canadian SPAC IPO Deutsche Bank, BMO Capital Markets and CIBC and acted as bookrunners for INFOR Acquisition Corp, which is sponsored by INFOR Financial Group, an independent merchant bank based in Toronto Summary IPO terms Announcement date: Transaction size: Securities offered: Amount held in trust: Sponsor "at risk" investment: Sponsor promote: Bookrunners: Key management Name Position Neil M Selfe CEO Dennis Pellarin CFO Greg Lewis SVP it it it it it it: Deutsche Bank Corporate Banking & Securities April 22, 2015 CAD200mm + 15% Over-Allotment Option 23mm units — Each unit consisting of one Class A Restricted Voting Share and 1,1 Warrant Class A Restricted Equal to 100% of the offering proceeds CAD8.0mm investment in shares at CAD10.00 per share (direct purchase of 8.0mm Class B shares) Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership (including Class A shares and Class B shares) post-public raise Deutsche Bank, BMO Capital Markets and CIBC Sponsor highlights EFTA01414497 Significant xperience in providing advisory services on transformative transactions and related capital markets activity Completed transactions across all industry segments, and specializing in TMT and financial services Experienced team has been directly involved in originating and executing over 400 transactions totaling over $150bn executing over 400 transactions totaling over $150bn Directors have strong relationships throughout the North American capital markets to identifying new opportunities Proven expertise in advising and executing on strategic growth and value creation initiatives for North American businesses Robust track record of realizing significant value through the execution of roll-up and consolidation strategies Source: Company data 1 2 3 4 5 6 INFOR Acquisition Corp overview • INFOR Acquisition Corp is a newly organized special purpose acquisition corporation, formed for the purpose of effecting a business combination with a premier Canadian business .>Z Target business would not be limited to a particular industry, although the Company intends to target businesses that operate in the financial services, industrial, discretionary, infrastructure, staples and healthcare/technology industries • Affiliated with Element Financial Corp, which invested $2.4mm out of the SPAC's $8.0mm of "at-risk" capital \Z Strong alignment of interest with $1.6mm of "at-risk" capital contributed by SPAC board of directors and an additional option by independent directors to invest an additional $0.8mm in commitments pari-passu with investors on closing \Z Will have active engagement from board of directors who are industryleaders in Canada with deep financial services and political connections Key offering highlights First Canadian SPAC IPO Upsized from CAD100mm to CAD200mm during marketing process Extremely high quality order book with meaningful presence of many premier long-only's Meaningful over-subscription Strong access to credit markets for acquisition financing Entrance and extensive participation from Canadian investors Support and investor conviction for SPACs continue to grow, even in non-US markets such as Europe and Canada 39 EFTA01414498 81nidZpGqzkSDMpD Terrapin 3 Acquisition Corp. (NASDAQ: "TRTLU") $217 million SPAC IPO Deutsche Bank Securities is the sole underwriter for Terrapin 3 Acquisition Corp Summary IPO terms Pricing date: Public offering size: Securities offered: July 16, 2014 $217 million 21.7 million units fit Amount held in trust: Management risk capital: Sponsor promote: Key management Terrapin 3 Acquisition Corp Nathan Leight Chairman Sanjay Arora CEO and Director Nominee Guy Barudin CFO and COO Macquarie Duncan Murdoch Senior Managing Director Drew Reid Senior Vice President Deutsche Bank Corporate Banking & Securities 'YE LJ LJ DB Role: each consisting of 1 share of common stock and 1 warrant (exercisable for 1/2 share of common stock) Equal to 100% of offering proceeds $6 million (12 million warrants at $0.50 each assuming full exercise of overallotment option), 50% each purchased by Terrapin and Macquarie assuming full exercise of overallotment option), 50% each purchased by Terrapin and Macquarie Shares issued to sponsor at formation equivalent to 20.0% of common equity ownership post - public raise or 5,625,000 shares Sole Bookrunner EFTA01414499 Sponsor highlights Successful completion of two previous business combinations, totaling $469.2 million raised at IPOs Multi-industry investment focus applied in a variety of market cycles Strong and deep network from which to source acquisitions with a strong emphasis on private equity fund portfolios Strong expertise in providing flexible, long-term capital solutions, distinguishing it from other financial buyers from other financial buyers Synergy in Macquarie Capital will work with Terrapin to unlock opportunities through a combination of advisory expertise and principal capital Source: Company data transaction network relationships \Z Sponsor has a network of contacts to source possible targets t Macquarie offers global advisory, principal and sponsor ties 40 Funding commitment Terrapin 3 Acquisition Corp. overview \Z Terrapin 3 Acquisition Corp (TRTL.U) is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses \Z Management team has extensive experience including two previous blank check companies that completed successful business combinations \Z Offers public investors the opportunity to team up with a management team that sources value-oriented investments and creates value through strengthening the acquired company's operating strategies 94 Strong alignment of interest that the shareholders share with Macquarie sponsor and Terrapin Asset Management Vt Macquarie sponsor has committed at the IPO $40 million, to be funded upon business combination gt Terrapin has the option to purchase 20% of common stock at the time of business combination Investment focus Experience & track record \Z Two successfully completed SPACs \Z Terrapin understands the dynamics of a successful deal )‘4 Management team has experience adding value postclosing .>Z Macquarie has committed to purchase at the IPO $40 million, to be funded at the closing of the business combination (subject to Macquarie approval of that EFTA01414500 transaction) $4. Commitment regardless of shareholder redemption $4. Strong validation for SPAC holders $4. Represents evolution in the SPAC structure EFTA01414501 81nidZpGqzkSDMpD Deutsche Bank Corporate & Investment Banking Selected DB SPAC M&A case studies Appendix II EFTA01414502 81nidZpGqzkSDMpD WL Ross Holding Corp. acquired Nexeo Solutions from TPG Capital for $1.64bn Deutsche Bank served as the lead Equity Capital Markets Advisor, Term Loan Lead Arranger and ABL Lead Arranger for WL Ross Holding Corp. ("WLRH") on its $1.64bn acquisition of Nexeo Solutions ("Nexeo") In June 2014, Deutsche Bank acted as the lead left bookrunner on WLRH's $500mm IPO, which is the largest post- financial crisis US SPAC Transaction overview )Z On March 21, 2016, WL Ross Holding Corp. and Nexeo announced the signing of a definitive merger agreement, whereby WLRH will acquire Nexeo at an enterprise value of $1.64bn, representing 8.3x CY2016E Adjusted EBITDA of $198 million signing of a definitive merger agreement, whereby WLRH will acquire Nexeo 8.3x CY2016E Adjusted Transaction vote occurred on June 8, 2016 and closed on June 9, 2016 \Z On May 18, 2016, upsized its debt from $630mm term loan to $655mm Drew $113 million from a $575 million ABL facility; representing a PF Pt SC leverage ratio of 4.4x net debt to CY2015A EBITDA Nexeo Solutions is a leading global distributor of chemicals, plastics and environmental services, and is owned by TPG Capital TPG will retain a —41% pro forma equity stake and remain invested 4 After the deal, Wilbur Ross will become the Chairman of the public Nexeo TPG will retain a —41% pro forma equity stake and remain invested 4 To align interests and prevent day 1 dilution, 12.5mm founder shares were be restructured to vest 50% at $12.50 per share and 50% at $15.00 per share WLRH's sponsor warrants also exchanged into 2.2mm common shares \Z This represents the largest post-financial crisis deSPAC transaction Illustrative PF Valuation PF shares (mm) Total equity value PF net debt Pro-forma enterprise value Enterprise value / CY 2016E Adj. (a) 82.4 $823.7 EFTA01414503 818.0 $1,641.7 10% 8.3x 9% Top 3 as % of Market: 39% Top 3 as % of Market: 64% Defensible Market Position Poised to Realize Growth Growth Acceleration icMargin Expansion ficGrowth Acceleration )tOrganic Growth Operational Excellence / VAS Commercial Execution Deutsche Bank Corporate Banking & Securities (a) Shares outstanding and pro forma total equity value include 5.7mm TPG deferred shares. Source: Public filings, Bloomberg, Wall Street Research. 41 Strategic Acquisitions 19% Market positioning and growth opportunities Leading Player in Fragmented and Consolidating Market with Only Handful of Global Players 20% 24% 21% it LJ Investment highlights #1 Plastics and #3 Chemicals Distributor in North America Attractive Industry Structure with Favorable Growth Trends Diversified Product Offerings to Broad Range of End-Markets Extensive Distribution Network and Leading Logistical Capabilities Asset-Light High Touch Business Model — Strong Free Cash Flow Generation of 87.2% and Robust Operating Leverage Highly Actionable Organic and Acquisition Growth Initiatives Experienced management team _>Z Third largest chemical deal of the year and solidifies DB's leading chemical distribution franchise after leading the Univar IPO in 2015 Transaction vote occurred on June 8, 2016 and closed on June 9, 2016 Company and business highlights EFTA01414504 Nexeo Solutions is a leading global chemicals distributor that distributes 23,000+ products for 1,300+ suppliers and repackages them for 27,500+ customers at 170 locations through its 2,450 employees \Z 2Q16LTM operating revenue of $3.6bn and adjusted EBITDA from continuing operations up —26%% Y-o-Y to $189mm fit Projected FY2016E EBITDA of $195mm and FY2017E EBITDA of $213mm, with continued meaningful top-line growth Nexeo is well-positioned for growth and has potential to be a platform for consolidation through accretive M&A opportunities since the industry remains fragmented and the chemical distributions space remains underpenetrated )Z Significant margin expansion opportunity through cost reduction, mix enhancement and scalability • Nexeo is currently a public filer and has 10K, 10Q filings on EDGAR \Z Low exposure to the oil & gas sector and FX \Z Average length of supplier and customer relationships of 20+ years \Z Industry leader with an entrenched global footprint that can boast of next day service to 99% of customers with 99% on-time delivery Chemicals Segment Plastics Segment EFTA01414505 81nidZpGqzkSDMpD Silver Eagle Acquisition Corp's US$272.5mm investment in Videocon d2h Transaction highlights icOne of the largest investments in the media distribution space in India 7cFirst ever Special Purpose Acquisition Company (SPAC) transaction in India highlighting Deutsche Bank's structuring strength iic Highlights Deutsche Bank's dominance in the SPAC sector globally AUnderlines Deutsche Bank's deep understanding of the media distribution space following the US$50mm QIP for Den Networks Acquirer Target % acquired Total consideration Deutsche Bank role Closing date Transaction summary Silver Eagle Acquisition Corporation ('EAGL') Videocon d2h ('d2h') c. 38.4% US$272.5mm Sole financial advisor to SEAC March 31, 2015 ADS of Videocon d2h Background of Silver Eagle Acquisition Corporation \Z Silver Eagle Acquisition Corp., a SPAC founded By Harry Sloan and Jeff Sagansky, raised approximately US$325mm in its IPO on July 2013 t Both Jeff and Harry are veterans in the global media industry — Harry served as Chairman and CEO of Metro-Goldwyn-Mayer (2005-2009) and Board Chairman of Lionsgate — Jeff served as president of CBS Entertainment and Sony Pictures Entertainment and as CEO of Paxson Communications Background of Videocon d2h .>Z Videocon d2h is part of the Videocon Group which is a leading Indian conglomerate with US$10bn+ assets and US$2bn+ EFTA01414506 revenues .>Z Fastest growing DTH Pay TV player in India with c. 8.4mm gross additions over the last 3 years \Z Highest equivalent bandwidth network among Indian DTH players and extensive pan-India sales and services infrastructure network Deutsche Bank Corporate Banking & Securities \Z Silver Eagle delivered net proceeds of US$272.5mm to Videocon d2h • Videocon d2h issued 32.5mm American Depository Shares ('ADSs') to Silver Eagle, that will trade on NASDAQ \Z Current d2h shareholders will be entitled to be issued an additional 11.68mm ADSs, and the Sponsor will be entitled to be issued an additional 2.0mm ADSs subject to the achievement of certain ADS price targets after closing: 50% of earn-out after 25% share price increase; remainder after 50% share price increase 42 Videocon d2h Silver Eagle shareholders and Sponsor c. 38.4% Promoter Group c. 61.6% Silver Eagle shareholder and Sponsor ADS of Videocon d2h US$272.5mm cash Promoter Group 100% Transaction mechanics EFTA01414507 81nidZpOqzkSDMpD Hennessy Capital Acquisition Corp.'s acquisition of Blue Bird Corporation The Blue Bird value proposition A An iconic school bus brand, headed by an engaged and committed leadership team with a proven ability to drive productivity, growth and free cash flow IC Substantial growth opportunities from both domestic industry recovery and market share gains in existing and new markets A Attractive valuation that is well positioned relative to public market comparables A Strong support from a committed sponsor with significant equity rollover Share + warrant performance (beginning 1 month preannouncement) Announce 9.0 10.0 11.0 12.0 13.0 14.0 15.0 Aug-14 Close 44.4% Overview Hennessy Capital Acquisition Corp. ("HCAC") acquired all of the outstanding capital stock of School Bus Holdings Inc., the indirect parent company of Blue Bird Corporation ("Blue Bird") .>Z Entity listed on the NASDAQ post business combination and took the name of Blue Bird Corporation \Z Hennessy Capital's securities are traded on NASDAQ under symbols HCAC, HCACU and HCACW and will convert to BLBD and BLBDW after the closing of the business combination Consideration \Z Transaction value of $461mm €it 6.9x FY2014 Adjusted EBITDA of $67mm IA Approval Management EFTA01414508 6.1x to 6.4x FY2015E Adjusted EBITDA of $72 to $75mm Board of directors Lock-up Pro-forma capitalization table ($mm, unless noted) Cash on balance sheet Total debt(a) Convertible preferred stock Market equity capitalization(b) Total capitalization Pro forma enterprise value Pro-forma enterprise value/ FY2015E adj. EBITDA Net debt/ FY2014 adj. EBITDA Jul-15 Deutsche Bank Corporate Banking & Securities PF'2014A $17 221 50 207 $478 $461 6.1x - 6.4x 3.0x Hennessy opportunistically selected Blue Bird from an extensive candidate list of over -125 potential targets, representing a valiant due diligence effort Note: Market data as of July 31, 2015. Share + warrant price performance indexed to IPO unit price of $10.00. (a) (b) (c) Debt and cash balances as of January 3, 2015, pro forma for closing of transaction. (d) Based on an assumed conversion price of $11.59 per share. (e) (f) Market equity capitalization based on pro forma share count including issuance of 1,212,500 shares pursuant to the Warrant Exchange Offer As of March 17, 2015 i.e. closing of Sponsor Warrants Exchange offer. Based on an assumed conversion price of $11.59 per share. As of March 17, 2015 i.e. closing of Sponsor Warrants Exchange offer. Share count includes the issuance of 269,046 shares of Hennessy Capital common stock; excludes shares underlying all other pu Share count includes the Issuance of 943,453 shares of Hennessy Capital common stock; excludes shares underlying all other pl Source: Company filings, Capital IQ, Wall Street research Share count includes the issuance of 269,046 shares of Hennessy Capital common stock; excludes shares underlying all other public warrants. EFTA01414509 Share count includes the Issuance of 943,453 shares of Hennessy Capital common stock; excludes shares underlying all other placement warrants 43 HCAC Sponsor(f) Backstop investor PIPE investment investor Total 1.8 2.6 0.0 20.7 8.8% 12.6% 0.0% 100.0% 1.8 2.6 4.3 25.0 7.3% 10.4% 17.3% 100.0% (in mm's, unless noted) Warrants Transaction overview Structure Summary of deal terms — Public flotation of Blue Bird — $100mm in cash and 12mm HCAC shares valued at $120mm; was revised from $255mm at announcement, which included $140mm in cash and 11.5mm in shares Consideration — Raised through issuance of 500,000 Convertible Preferred Stock, sale of 2.5mm HCAC shares to Coliseum and 1mm shares to Overland Advisors under — 102,750 shares were transferred by the sponsor as utilization fee to the Backstop Commitment Investor — Sponsor issued 943,453 shares in exchange of 9,434,538 placement warrants — 98% of shares voted in favor (2% against) — —7.5m shares were redeemed including 1.9m sponsor shares — Led by President & CEO of Blue Bird, Phil Horlock — Chan Galbato, Daniel Hennessy, Gurminder Bedi, Dennis Donovan, Alan Schumacher, Adam Gray, Phil Horlock, Dev Kapadia and James Marcotuli — 180 days Pro-forma ownership structure Assumes no conversion of preferred stock(c) EFTA01414510 Common stock (mm) Cerberus affiliate HCAC Public stockholders(e) 12.0 4.3 58.0% 20.7% Assumes conversion of preferred stock(c)(d) Common stock (mm) 12.0 4.3 48.0% 17.1% Price ($) EFTA01414511 81nidZpOqzkSDMpD Azteca Acquisition Corp. acquisition of InterMedia Espahol Holdings, LLC and Cine Latino, Inc. Transaction overview Pro forma capitalization Share price(1) Diluted shares(2) Equity market value Net debt TEV Note: Units in million, except per share data. (1) Share price as of April 4, 2013. (2) Diluted shares include 30.0mm shares issued to the sellers, 8.7mm shares owned by Azteca public shareholders, and 1.3m shares owned by Azteca sponsor. Sponsor returns 10 15 20 0 5 3.5 3.5 Investment @ IPO (6/29/11) Transaction close (4/4/13) Shares Warrants Cash Note: Excludes value of earn-out shares and warrants at transaction close. Value of shares at transaction close based on $10.25 share price as of April 4, 2013. Deutsche Bank Corporate Banking & Securities (c) (a) (b) (d) 16.5 3.5 EFTA01414512 $10.25 40.0 $410 $5 $415 — Azteca Acquisition Corp. ("Azteca") announced a business combination with InterMedia Espafiol Holdings, LLC ("WAPA") and Cine Latino, Inc. ("Cinelatino"), under a new holding company named Hemisphere Media Group, Inc. ("Hemisphere") on January 23, 2013 — transaction closed on April 4, 2013 "), under a new holding company named Hemisphere Media Consideration Azteca is a Special Purpose Acquisition Company which raised $100mm in its June 2011 IPO Azteca sponsor forfeited 250,000 founder shares for no consideration and converted an additional 250,000 founder shares to earn-out shares(a) All warrants restructured to reduce potential dilution by half(b) Azteca sponsor sold half of restructured warrants to Hemisphere for $1.17mm and WAPA/Cine shareholders purchased these same warrants from Hemisphere for $1.17mm (exercisable into 1.17mm shares) Management Special shareholder meeting was held on April 4, 2013 to approve the transaction — 97% of the outstanding shares were voted in favor of the transaction and none against — 1,258,000 shares ($12.6mm) were redeemed by public shareholders and 8,742,000 shares ($87.9mm) were unredeemed were redeemed by public shareholders WAPA and Cinelatino overview — WAPA consists of the leading broadcast television network and television content producer in Puerto Rico ("WAPA Television"), and a unique Spanish-language cable television network serving Hispanics in the United States ("WAPA America") 13.0 — WAPA Television, founded in 1954, is Puerto Rico's leading broadcast station with the highest primetime and full day ratings in WAPA Television, founded in 1954, is Puerto Rico's leading broadcast station with the highest primetime and full day ratings in Puerto Rico — offers over 30 hours per week of local news coverage — WAPA America features WAPA Television's news and entertainment programming and is available in over 5 million U.S. homes, with carriage on all major cable, satellite and telco providers — Cinelatino is the leading Spanish-language movie channel — 12 million subscribers on major cable, satellite and telco providers in EFTA01414513 the United States, Latin America and Canada — offers the largest selection of contemporary Spanish-language blockbusters and critically-acclaimed titles from Mexico, Latin America, Spain and the Caribbean acclaimed titles from Mexico, Latin Shares owned by Azteca public shareholders Shares owned by Azteca sponsor (d) Total shares Azteca sponsor has a total of 481,506 earn-out shares that vest at $12.50 and 503,788 earn-out shares that vest at $15.00. Each warrant, which was previously exercisable into one common share, will be exercisable into one-half of a common share. All warrant holders received a cash payment of $0.50 per warrant and exercise price was adjusted to $6.00 per half share (was $12.00 per share before restructuring). Class B common shares will vote on a 10:1 basis with Class A common shares. Half of the earn-out shares vest at a trading price of $12.50 and the other half vest at $15.00. Excludes earn-out shares. Half of which vest at a trading price of $12.50 and the other half vest at $15.00. ass B common shares will vote on a 10:1 basis with Class A common shares 8,742,000 21.9% Shares issued to the sellers(d) Board of directors Lock-up — To include existing management team of WAPA and Cinelatino — Peter Kern (Chairman), Alan Sokol, Gabriel Brener, John Engelman, Leo Hindery, Jr., James McNamara, Eric Neuman, Vincent Sadusky, and Ernesto Vargas Guajardo — One year lock-up for shares; earlier if price exceeds $11.50 following 150 days post closing; 30 days for warrants Pro forma ownership structure No. of shares 30,000,000 Ownership 75.0% Approval Warrant Structure Summary of deal terms — Azteca, WAPA and Cinelatino became indirect subsidiaries of new parent holding company, Hemisphere — $5mm cash EFTA01414514 — $300mm Class B common shares(c) — 3.0mm earn-out Class B common shares(c) — 97% of shares voted in favor (none against) — 1,258,000 shares redeemed — All warrants restructured to reduce potential dilution by half(b) 1,264,706 3.2% 40,006,706 100.0% 44 ($ millions) EFTA01414515 81nidZpGqzkSDMpD Global Eagle Acquisition Corp. acquisition of Row 44, Inc. and 86% of Advance Inflight Alliance AG Pro forma capitalization Share price(1) Diluted shares(2) Equity market value Net debt(3) Minority interest AIA stake in Row 44 TEV Note: Units in million, except per share data. (1) Share price as of 1/31/13. (2) Diluted shares includes 37.7mm shares issued to the sellers, 8.8mm shares owned by GEAC public shareholders, 7.1mm shares held by backstop and 4.2m shares owned by Azteca sponsor. (3) Represents $149.3mm in combined proforma cash and equivalents, $11.4mm in shortterm debt and $38k in noncurrent notes payable. Comparables 0.0x 10.0x 20.0x 30.0x 40.0x 30.9x 17.9x 15.0x 13.4x $10.04 57.9 $579 (138) 24 (30) $435 Transaction overview — Global Eagle Acquisition Corp. ("GEAC") announced a business combination with Row 44, Inc. and a 86% stake in Advance — GEAC is a Special Purpose Acquisition Company which raised $189.9mm in its May 2011 IPO Entered into two separate backstop agreements for each share of common stock tendered for redemption EFTA01414516 — PAR agreed to purchase shares up to a maximum of 4,750,000 shares at $10.00 per share. the transaction Entered into two separate backstop agreements for each share of PAR agreed to purchase shares up to a maximum of 4,750,000 Putnam Equity Fund ("Putnam") agreed to purchase shares up to a Special shareholder meeting was held on January 31, 2013 to approve — 94% of the outstanding shares were voted in favor of the transaction 10,161,081 shares ($101.3mm) were redeemed by public — Putnam Equity Fund ("Putnam") agreed to purchase shares up to a maximum of 2,375,000 shares at $10.00 per share and none against shareholders at $9.97 and 8,828,419 shares ($88.6mm) were unredeemed — Combined entity adjusted EBITDA expected o grow to $75.0mm Row 44 and AIA overview — Row 44 is a global satellite-based broadband services provider to the worldwide commercial airline industry provides passengers with Internet access, live television, on media, shopping and flight and destination information — currently installed on more than 400 aircraft worldwide, Row 44 services the largest fleet of connected entertainment enabled planes that operate over land and sea — AIA is the leading provider of content services, products and solutions for the in-flight entertainment (IFE) market — pioneers in the IFE content industry, providing movies and TV programming, audio, games, applications and creative solutions to 130 of the world's most important commercial airlines offers over 30 hours per week of local news coverage segments, Content Service Providing (CSP) and Content core business, is divided in two separate reportable operating — Content Deutsche Bank Corporate Banking & Securities (a) (b) (c) focuses on marketing — CSP services range technical adjustment technical adjustment Total shares 57,896,522 Includes shares related to AI Entertainment Inc. In June 20 11.6% in Row 44 and paid approximately USD 25 million film distribution right from selection, purchase, production and of content and customer support of content and customer support A's 3,053,634 shares held in Global Eagle 12, AIA AG had acquired a minority interest of in AIA AG shares (capital increase against EFTA01414517 contributions in kind). Post-redemption figures. As a result of the underwriters' partial exercise of their over-allotment option for our IPO, the Sponsor forfeited an aggregate of 248,598 founder shares on May 18, 2011. 100.0% 45 Shares owned by GEAC sponsor 4,169,085(c) 7.2% -demand Shares issued to acquire Row 44 Shares issued to acquire AIA Putnam and PAR backstop Shares owned by GEAC public shareholders (b) 23,405,785 14,368,233(a) 7,125,000 8,828,419 40.4% 24.8% 12.3% 15.2% Approval Warrant Management Board of directors Structure Alliance AG ('AIA") from PAR Capital Management ("PAR"), renamed Global Eagle Entertainment Inc. (NASDAQ: ENT) on November 8, 2012 — transaction closed on January 31, 2013 Inflight Alliance AG ('AIA") from PAR Capital Management ("PAR"), renamed Global Eagle Entertainment Inc. (NASDAQ: ENT) on November 8, 2012 Consideration Summary of deal terms — Global Eagle, Row 44 and AIA became subsidiaries of new parent holding company, Global Eagle Entertainment Inc. — 23,405,785 shares of GEAC common stock to acquire 100% of Row 44 — 14,368,233 shares of GEAC non-voting common stock in exchange for PAR's 86% stake in AIA — 94% of shares voted in favor (none against) — 10,161,081 shares redeemed — No change to warrant structure — To include existing management team of Row 44 and AIA — John LaValle (CEO), David M. Davis (CFO), EFTA01414518 Edward L. Shapiro (Chairman), Louis BelangerMartin, Harry E. Sloan, Jeff Sagansky, Jeffrey A. Leddy, Jeffrey E. Epstein Pro forma ownership structure Shares Ownership EV / 2013E EBITDA EFTA01414519 Important Information for Deutsche Bank Professionals This has been prepared solely for informational purposes, and does not contain the full range of products and services available through Deutsche Bank. Client-Facing Professionals should not rely solely on this material to determine the products or services to introduce to clients, as all products included herein may not be suitable for every client. Client-Facing Professionals are responsible for determining the suitability of products and services recommended to clients. This is not an offer, recommendation or solicitation to buy or sell, nor is it an official confirmation of terms. It is based on information from sources believed to be reliable. No representation is made that it is accurate or complete or that any returns indicated will be achieved. 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