Vivid Seats Inc. · NASDAQ:SEAT
Vivid Seats — SPAC Merger (April 2021)
32 slides from Vivid Seats's SPAC merger presentation, Apr 22, 2021
Slide 1: Investor April 2021 Presentation
Investor April 2021 Presentation
Slide 2: Disclaimer
Disclaimer This confidential presentation (the “presentation”) is being delivered to you by Horizon Acquisition Corporation (“Horizon”) and Hoya Intermediate, LLC, an indirect parent of Vivid Seats L.L.C. (“Vivid Seats”) for use by Vivid Seats and Horizon in connection with their proposed business c
Slide 3: Disclaimer (cont'd)
Disclaimer (cont’d) Private Placement The securities to which this presentation relates have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. This presentation relates to securities that Vivid Seats intends to
Slide 4: Transaction Summary
Transaction Summary Opportunity Key Leadership Vivid Seats is a scaled, growing and highly profitable secondary ticketing marketplace $39 billion growing ticketing market opportunity serving the sports and entertainment markets Well positioned for both significant immediate growth in post-pandemic r
Slide 5: Horizon Acquisition Corporation Investment Highlights
Horizon Acquisition Corporation Investment Highlights Key Investment Highlights for Horizon Todd L. Boehly CEO, CFO and Director - Horizon Acquisition Corp. Co-Founder, Chairman and CEO of Eldridge • Grew Eldridge to over $40 billion(1) in total assets across multiple sectors, including media and en
Slide 6: Experienced Management Team Poised to Drive Continued Growth
Experienced Management Team Poised to Drive Continued Growth Today’s Jon Wagner CTO Geoff Lester CCO Riva Bakal SVP, Strategy & Product Sarah Doll Chief People Officer Rob Rotondo VP Operations 6 Presenters Stan ChiaLawrence Fey CEOCFO
Slide 7: Vivid Seats: Scaled, Growing and Profitable
Vivid Seats: Scaled, Growing and Profitable Optimally positioned for the return of live events Our Mission: To be the market-leading ticketing marketplace and technology partner that powers the ticketing ecosystem Our Business: We are a scaled, growing, and highly profitable secondary ticketing mark
Slide 8: Investment Highlights
Investment Highlights 1 2 3 4 8 Strong Profitability and Cash Flow with Lean Cost Structure 27% EBITDA Margin (2019) 113% EBITDA to FCF Conversion (2019) Outpacing Market Growth with Efficient Customer Acquisition Model 2.5 Million New Customers in 2019 2,500+ SkyBox Sellers Leading Player In Large
Slide 9: Vivid Seats Is a Full Service Marketplace
1. Marketplace 2. Industry 3. Platform 4. Financials Vivid Seats Is a Full Service Marketplace… The Vivid Seats Ecosystem Ticket Sellers Vivid Seats Infrastructure Distribution Partners Consumers 9 Marketplace available via App, desktop and mWeb Free-to-user ERP system with direct integrations acros
Slide 10: With a Broad Portfolio of Events
1. Marketplace 2. Industry 3. Platform 4. Financials …With a Broad Portfolio of Events Full spectrum of ticket choices from 50-yard line seats at the Super Bowl to standing room only tickets at small concerts Concerts (46% of 2019 GOV) Sports (42% of 2019 GOV) Theater (12% of 2019 GOV) 200K+ Listed
Slide 11: Compelling Two-Sided Value Proposition Drives Powerful Network Efficiencies
1. Marketplace 2. Industry 3. Platform 4. Financials Compelling Two-Sided Value Proposition Drives Powerful Network Efficiencies Benefits to Sellers Benefits to Buyers Relationship Management Efficiency / Value Broad Distribution & Marketing Broad Inventory of Events Fair Pricing and Terms Brand Tru
Slide 12: Supply / Demand Dynamics Create a Favorable Market Backdrop
1. Marketplace 2. Industry 3. Platform 4. Financials Supply / Demand Dynamics Create a Favorable Market Backdrop… Large and Growing Market (1) Consumers Craving Live Experiences $Bn Artist Reliance on Touring Income 39 38 + 36 34 Consumer Spending on Live Events Increasing + Pre-Pandemic Sports team
Slide 13: With Significant Pent-up Demand for Live Experiences
1. Marketplace Live Experiences 2. Industry 3. Platform 4. Financials … With Significant Pent-up Demand for Elevated purchasing power after a period of record consumer savings Performers Itching to Get Back on Tour Planned Tours for Artists selling >500K Live Nation Tickets $Tn Cumulative U.S. Perso
Slide 14: Track Record of Growth Built on Innovation and Customer Excellence
1. Marketplace 2. Industry 3. Platform 4. Financials Track Record of Growth Built on Innovation and Customer Excellence Founded in 2001, Vivid Seats scaled rapidly and is continuing to diversify its offering to drive sustained growth $3,000 $1bn in >$100MM LTM A $2,500 Launched iOS and Annual GOV e
Slide 15: COVID Impact Mitigated by Swift Operational Decisions
1. Marketplace COVID Impact Mitigated by Swift Operational Decisions 2. Industry 3. Platform 4. Financials P&L: Rapid streamlining of expenses minimized losses in low volume environment - Performance marketing spend scaled down immediately; brand spend quickly negotiated; COGS scale with volume - G&
Slide 16: Unique Value Proposition within the Secondary Ticketing Ecosystem
1. Marketplace 2. Industry 3. Platform 4. Financials Unique Value Proposition within the Secondary Ticketing Ecosystem Profitability (TM+) Growth 16 Freshly capitalized balance sheet and partnership with Horizon offers opportunity to accelerate momentum Well positioned to exploit the dislocation wit
Slide 17: Positioned to Benefit Disproportionately from the Market Rebound
1. Marketplace 2. Industry 3. Platform 4. Financials Positioned to Benefit Disproportionately from the Market Rebound Significant goodwill generated during the pandemic amongst key constituents • Market Sentiment Provided customers option of cash refund or loyalty + charity upon event cancellation I
Slide 18: Data, Platform and Proprietary Algorithms Create Unique Value
1. Marketplace 2. Industry 3. Platform 4. Financials Data, Platform and Proprietary Algorithms Create Unique Value Raw Data Platform & Algorithms Marketplace Benefits Billions of data points optimize customer acquisition Reach customers throughout buying process Share targeted and relevant content •
Slide 19: App Provides a Holistic Engagement & Transactional Experience
) 1.Marketplace )) 2. Industry )) 3.Platform )) 4. Financials ) App Provides a Holistic Engagement & Transactional Native Apps on iOS and Android span all critical customer moments Experience Next Reward:$6 Terrace 218 Row13 $79 14 EVENTS NEAR CHICAGO .T.h.o. Please note that you Will need touse an1
Slide 20: Increase Retention: App Experience and Loyalty Program
1. Marketplace Increase Retention 2. Industry 3. Platform 4. Financials App Experience and Loyalty Program Tiered rewards system for every fan with in-app perks App GOV has increased ~4x since 2017 Auto-enrollment with app download accounted for 40%+ of 2020 and GOV (1) Material increase in App traf
Slide 21: Drive Brand Awareness
1. Marketplace Drive Brand Awareness 2. Industry 3. Platform 4. Financials Foundational Tenets Established to Trust 100% Buyer Guarantee and the Best Customer Service in ticketing Value Scale and structural efficiency allow for competitive prices and ticketing’s only loyalty program Authoritative Ou
Slide 22: Best-in-class Seller Technology with Skybox Point of Sale Platform
1. Marketplace 2. Industry 3. Platform 4. Financials Best-in-class Seller Technology with Skybox Point of Sale Platform Deep relationships + business enabling technology positions Vivid Seats as marketplace of choice Cloud-based POS solution adopted by large share of seller base Rich feature set acr
Slide 23: Return to Pre-Pandemic Volumes in 2022 with Significant Growth Thereafter
1. Marketplace 2. Industry 3. Platform 4. Financials Return to ($M) GOV(1) Pre-Pandemic Volumes in 2022 with Significant Growth Thereafter Net Revenue(2) $3,090 $591 $2,238 $415 $2,023 $115 2017 2018 2019 2020 2021 2022 2023 2024 2017 2018 2019 2020 2021 2022 2023 2024 Adj. EBITDA(2) Free Cash Flow(
Slide 24: Key Metrics Underpinning the Forecast
1. Marketplace 2. Industry 3. Platform 4. Financials Key Metrics Underpinning the Forecast Total Gross Order Value ($M)(1) Total Orders (000s)(2) 9,422 $3,090 GOV and Orders return to 2019 levels in 2022 with long-term double-digit growth Model conservatively assumes AOS remains flat throughout the
Slide 25: Potential Upside Beyond the Forecast
1. Marketplace Potential Upside Beyond the Forecast 2. Industry 3. Platform 4. Financials Multiple Drivers of Illustrative Adj. EBITDA Impact of Potential Upside Levers Structural Market Rebound $15-$45 ($M) Illustrative Adj. EBITDA EBITDA Forecast Note: Adjusted EBITDA as presented in this presenta
Slide 26: Comparable Company Benchmarking
1. Marketplace 2. Industry 3. Platform 4. Financials Comparable Company Benchmarking Vivid Seats Marketplaces Ticketing (1) (2) 70.0% 58.1% Median: 41.9% 59.9% Revenue growth plus EBITDA margin (‘23E) 49.3% 42.4% 41.9% 45.7% 40.9% 40.0% Median: 23.1% 34.6% 33.9% Revenue YoY growth ’22E–’23E 30.8% 30
Slide 27: Comparable Company Benchmarking (cont'd)
1. Marketplace 2. Industry 3. Platform 4. Financials Comparable Company Benchmarking (cont’d) Vivid Seats Marketplaces Ticketing (1) (2) EV ($bn) 44.5 12.3 118.1 21.7 2022 Median: 35.5x 74.7x 71.0x EV / EBITDA ’22E ’23E 44.6x EV / Revenue 2022 Median: 10.9x 18.3x ’22E ’23E 11.4x 11.3x 9.2x 1.8x 1.5x
Slide 28: Transaction Overview
Transaction Overview
Slide 29: Illustrative Transaction Overview
Illustrative Transaction Overview Sources & Uses ($ in millions) Pro Forma Valuation Sources Amount % Particulars Amount PF Shares Outs tanding(2) Share Price 195.1 $10.00 SPAC Cas h(1) ($155m Held by Spons or) PIPE (incl. Spons or Co-inves tm ent) Equity Rollover $544 225 1,182 28% 12% 61% PF Equit
Slide 30: Investment Highlights
Investment Highlights 1 2 3 4 30 Strong Profitability and Cash Flow with Lean Cost Structure 27% EBITDA Margin (2019) 113% EBITDA to FCF Conversion (2019) Outpacing Market Growth with Efficient Customer Acquisition Model 2.5 Million New Customers in 2019 2,500+ SkyBox Sellers Leading Player In Large
Slide 31: Appendix
Appendix
Slide 32: Adjusted EBITDA Reconciliation (Unaudited)
Adjusted EBITDA Reconciliation (Unaudited) FY 2019 FY 2020 ($ in millions) Net Income/(Loss) Depreciation and Amortization Interest Income Interest Expense ($53.8) 93.1 (0.2) 41.5 ($775.1) 48.2 (0.1) 57.5 Reported EBITDA Sales tax Fanxchange acquisition synergies and adjustments Equity-based compens