Slide 1: Update to proposed transaction terms and capitalization
1 The following slides update certain information relating to the proposed transaction terms and the proposed capitalization an d o wnership previously provided in the investor presentation dated April 2019 and furnished as Exhibit 99.1 to the Form 8 - K filed on April 2, 2019 by Thunder Bridge Ac q
Slide 2: Proposed Transaction Overview
2 Proposed Transaction Overview 1) See “Transaction Summary” and “Proposed Capitalization and Ownership.” 2) See “Proposed Capitalization and Ownership.” 3) See “Adjusted EBITDA.” Transaction Structure (1) Valuation Cap Structure / PF Leverage PF Ownership Listing • Thunder Bridge Acquisition, Ltd.
Slide 3: Transaction Updates
3 Transaction Updates 1) Tranche 1 will remain with Sponsor and not be subject to forfeiture. Tranches Two and Three will remain in the name of Sponso r a nd Sponsor will retain voting power of such shares, but will be put into escrow and be subject to forfeiture if, within 7 years of the closing da
Slide 4: Transaction Summary
4 Transaction Summary Transaction ▪ Thunder Bridge Acquisition, Ltd. has entered into a definitive agreement to acquire REPAY ▪ The transaction is intended to utilize an up - C structure and is expected to close Q2 2019 ▪ Thunder Bridge will become a Delaware corporation and as the post - closing co
Slide 5: Proposed Capitalization and Ownership
5 Proposed Capitalization and Ownership At Closing - No Earn-Out Party Class A Shares / LLC Units % Ownership Existing REPAY Shareholders (6) 15,025,000 27.1% SPAC Sponsor Shareholders (9) 1,150,000 2.1% SPAC Public Shareholders (2) 25,800,000 46.5% PIPE Shares 13,500,000 24.3% Total (8) 55,475,000
Slide 6: Adjusted EBITDA
6 Adjusted EBITDA Note: This Presentation includes forecasted 2019 Adjusted EBITDA and ranges of forecasted 2020 Adjusted EBITDA for REPAY. Thi s P resentation does not provide a reconciliation of this forward - looking non - GAAP financial measure to the most directly comparable GAAP financial meas
Slide 7: Important Information About the Transaction and Where to Find It
7 Important Information About the Transaction and Where to Find It This communication is being made in respect of the proposed business combination between Thunder Bridge and REPAY. In connect ion with the proposed business combination, Thunder Bridge has filed with the Securities and Exchange Commi