EFTA01414378Set 10
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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 ... Deutsche Bank
Corporate & Investment Banking
EFTA01414380
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Contents
Section
1
Executive summary
1
2 SPAC market updates
3 SPAC 101
Appendix
I
II
Deutsche Bank SPAC credentials
Selected DB SPAC ... Corporate & Investment Banking
Executive summary
Section 1
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Executive summary
fit
The U.S. SPAC market had a strong 2015, with several notable IPOs and
completed business combinations fueling
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01414378.pdf
EFTA02363695Set 11
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Boillot
Sent: Tuesday, June 26, 2012 9:46 AM
To: Jeffrey Epstein; karem
Subject: Spacs
I had a close look at the various data on SPACs ... discussions purposes.
=font class="Apple-style-span" face="Adobe Caslon Pro" size="3"> SPACs are by definition a pot of cash raised via an IPO
in order to make ... fund, when necessary, its development. This raises=two
questions: (i) can we use a SPAC to make acquisition of several companies i= various sectors
https://www.justice.gov/epstein/files/DataSet%2011/EFTA02363695.pdf
does a SPAC work?
I
A publicly listed
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 is an acquisition
SPAC investor benefits ►rom downside protections while the sponsor, if successful, is entitled to entrepreneurial
vehicle whereby a
economics
sponsor team raises a
blind ... pool of cash to
acquire a private Listed 'successor'
operating company Listed `SPAC' Target company
company
The SPAC structure gives 'de — SPACing'- Publicly
Acquisition Target 'reverse IPO' of
investors access
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369706.pdf
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 ... various transaction values
The latest SPAC structure
offers dramatically less Transaction value • TEV (multiple of IPO) 1.0x 3.0x 5.0x
dilution compared to the
legacy structure, which ... Additionally, by selecting EBITDA 20.0 60.0 100.0
targets with TEV much
larger than the SPAC, the Fully diluted TEV w/ promote 5250.0 $650.0 $1,050.0
dilution hurdle can be
Fully
https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369710.pdf