Slide 1: Codere Online Investor Presentation
1 Codere Online Investor Presentation October 2021
Slide 2: Disclaimer
2 Disclaimer This presentation (this “Presentation”), its contents and any information provided during the meeting to present this documen t a re for discussion purposes only, and must not be relied upon for any purpose. This document is not for release, publication o r d istribution, in whole or in
Slide 3: Disclaimer (cont.)
3 Disclaimer (cont.) No Offer or Solicitation This Presentation is not a proxy statement and does not constitute a solicitation of a proxy, consent or authorization with respec t t o any securities or in respect of the Proposed Business Combination. This Presentation also does not constitute an offe
Slide 4: Today's Presenters
4 Today’s Presenters Moshe Edree │ Managing Director*, Codere Online O scar Iglesias │ Chief Financial Officer ** , Codere Online Martin Werner │ C o - Founding Partner, DD3 Capital Partners * Provides services as non - employee independent contractor ** Upon consummation; currently head of corporat
Slide 5: Codere Online – The Leader in LatAm Online Gaming and Sports Betting
5 Codere Online – The Leader in LatAm Online Gaming and Sports Betting ▪ To be the leading online gaming and sports betting operator in Latin America ▪ Leverage our online business in Spain and Mexico to expand in high - growth core LatAm markets ‒ Colombia , Panama, City of Buenos Aires ▪ Enter exp
Slide 6: Codere Online At a Glance
6 Codere Online At a Glance (1) Core markets include Spain, Italy, Mexico, Colombia, Panama, and City of Buenos Aires. Expansion markets include Brazil, Chile, Peru, Puerto Rico, Uruguay, and Argentina excl. City of Buenos Aires. ▪ Codere Online is part of the renowned casino operator Codere Group,
Slide 7: Transaction Overview
7 Transaction Overview Sources and Uses (1) ($MM) Key Transaction Terms Pro Forma Post Money Ownership (1)(2) Pro Forma Valuation (1) ($MM) Sources SPAC Cash in Trust $125 Sellers’ Rollover Equity 270 PIPE 67 Total Sources $ 462 Uses Cash to Balance Sheet $ 144 Sellers’ Rollover Equity 270 Cash to C
Slide 8: Transaction Proceeds Used to Support Growth
8 8 ▪ Continuous Improvement of Mobile Application Features ▪ New Bonus Engine ▪ Player & Content Management System Upgrade ▪ Brazil, Chile, Peru, Uruguay, Puerto Rico and Argentina ( excluding City of Buenos Aires) ▪ Licensing costs ▪ High Profile Sponsorships ▪ Traditional / Acquisition Media ▪ Ma
Slide 9: Comparable Company Benchmarking
9 0.07x 0.19x 0.02x 0.12x 0.14x 0.05x 0.32x 0.29x 0.21x 0.05x 0.17x 0.02x 0.09x 0.14x 0.05x 0.28x 0.33x 0.25x 2.3x 11.6x 7.5x 6.7x 6.4x 4.3x 4.3x 3.2x 2.0x 1.7x 8.6x 4.4x 4.8x 5.2x 3.4x 3.7x 3.0x 1.9x Comparable Company Benchmarking Source: Company filings, S&P Capital IQ, and Wall Street research .
Slide 10: Market Overview – Global Footprint with Largest Market Presence Throughout Latin America
10 Market Overview – Global Footprint with Largest Market Presence Throughout Latin America Codere Online Market Share Note: Market share per Company estimates. Retail footprint figures refer to Codere Group as of 12/31/19. (1) Based on 2019 gross win (per Panama’s Gaming Control Board (JCJ)). (2) R
Slide 11: Codere Online Total Addressable Market Opportunity
11 Codere Online Total Addressable Market Opportunity Source: H2GC and regulatory disclosures. Please refer to Appendix for illustrative market sizing methodology detail. Note: EUR converted to USD at 2027E exchange rate of 1.244, per management forecasts. (1) Core Markets TAM reflects 2027E for ill
Slide 12: Limited Competition from Global Gaming Operators
12 Limited Competition from Global Gaming Operators Source: Eilers & Krejcik Gaming, VIXIO GamblingCompliance and regulatory disclosures. (1) Not publicly disclosed; at least 15 operators have specific authorization for online (based on Company’s understanding of current si tuation). (2) Per Coljueg
Slide 13: Accretive Omnichannel Opportunity Leveraging Codere Group's Retail Footprint
13 13 Accretive Omnichannel Opportunity Leveraging Codere Group’s Leading Retail Footprint Throughout Latin America Cross - selling and coordinated promotional campaigns leveraging online and retail customer databases Enhanced payment processing options via retail locations (cash withdrawals & depos
Slide 14: Proven and Flexible Technology Platform in Place to Support Growth
14 Proven and Flexible Technology Platform in Place to Support Growth in Existing Markets and Expansion to New Markets Content Management System Player Account Management Wallet Responsible Gaming (Algorithmic Problem gambler identification ) Fraud & Risk BI & Online KPI Reporting Algorithmic Risk S
Slide 15: $1 Billion+ Revenue Opportunity With Potential Expansion Into High Growth LatAm Markets
15 $27 $54 $71 $85 $99 $152 $203 ~$200 ~$400 ~$600 ~$1bn+ 2017A 2018A 2019A 2020A 2021E 2022E 2023E Growth in Core Markets 2027E Expansion Market Entry (Assumes 30% Share) Illustrative Potential Net Gaming Revenue 32% 37% 11% 5% 8% 7% 61% 33% 5% $1 Billion+ Revenue Opportunity With Potential Expansi
Slide 16: 2020 Financial Highlights
16 78% 22% 2020 Financial Highlights The image part with relationship ID rId12 was not found in the file. 450K+ Player Registrations The image part with relationship ID rId27 was not found in the file. 150K+ First Time Depositors 30%+ Conversion Rate (1) 50K+ Average Monthly Active Players (2) ~10%
Slide 17: Strong Trading Continuing into H1 2021
17 Strong Trading Continuing into H1 2021 Q2 2020 Q2 2021 Var. % H1 2020 H1 2021 Var. % Net Gaming Revenue ($MM) Spain $11.4 $15.2 +34% $23.7 $30.9 +30% Mexico 3.4 7.7 +127% 8.4 15.5 +85% Colombia 0.5 1.7 +207% 1.0 2.7 +156% Other 0.9 0.7 -22% 1.5 1.2 -18% Total $16.2 $25.3 +56% $34.6 $50.3 +45% Ave
Slide 18: Illustrative Consolidated Margin Outlook (Core Markets)
18 100% ~ 65% ~25% 17% 8% 10% 31% 7% 3% Net Gaming Revenue Gaming Taxes Payment Processing Content / Other Third Party Services Gross Margin Marketing Other Operating Expenses Personnel Costs EBITDA Illustrative Consolidated Margin Outlook (Core Markets) Note: includes growth marketing expenditures.
Slide 19: Codere Online – The Singular Investment Play on Digital Sports / Casino Across Latin America
19 19 Supported by Codere Group’s strong brand and 30+ years of operating experience in LatAm , Codere Online is uniquely positioned to become the leading player throughout the region Codere Online expects to leverage its differentiated omnichannel platform to attract a loyal, sustainable, high - va
Slide 20: Appendix – Proven Management Team to Capitalize on LatAm Market Opportunity
20 Appendix – Proven Management Team to Capitalize on LatAm Market Opportunity
Slide 21: Codere Online – The Singular Investment Play on Digital Sports / Casino Across Latin America
21 Critical market opportunity as Latin America expected to represent next wave of strategic focus for global gaming industry Expansive TAM with limited competition from global gaming operators Accretive omnichannel opportunity leveraging leading retail footprint throughout Latin America Proven and
Slide 22: Codere Online Management Team
22 ▪ 20+ years experience ▪ Previously served as CFO & Head of Corporate Development for Franklyn Hotels & Resorts, Principal of WL Ross & Co. and financial (REGAL) and research (gaming) analyst at Bear Stearns Oscar Iglesias Sanchez , Chief Financial Officer** Moshe Edree , Managing Director* ▪ 17
Slide 23: DD3 Capital Partners – An Experienced and Proven Sponsor
23 DD3 Capital Partners – An Experienced and Proven Sponsor (1) Source: SPAC Analytics as of 9/24/2021. ▪ Specialized team with experience across different sectors and markets ▪ Sponsor with proven track record, delivering impressive shareholder returns ▪ First Mexican SPAC to close a deal, listing
Slide 24: Latin America Expected to Represent Next Wave of Strategic Focus For Global Gaming Industry
24 Latin America Expected to Represent Next Wave of Strategic Focus For Global Gaming Industry Source: H2 Gambling Capital (H2GC) as of 2020, VIXIO GamblingCompliance , and regulatory disclosures. GDP / population figures from World Bank World Development Indicators database. (1) Includes online spo
Slide 25: Increased Adoption of Online Technologies Further Enhances LatAm Market Opportunity
25 Increased Adoption of Online Technologies Further Enhances LatAm Market Opportunity (1) Source: United Nations International Telecommunication Union database (as of 2019). Represents percentage of population with int ernet access. LatAm includes Codere Online core / expansion markets only. (2) So
Slide 26: Mexico to Serve as Blueprint for Broader Omnichannel Strategy for LatAm
26 +18% +24% Omnichannel First Time Depositors Omnichannel Net Gaming Revenue 2020A - 2025E CAGR 6% 16% 2020A (End of Period) 2025E (End of Period) % Registered (Cumulative) Mexico to Serve as Blueprint for Broader Omnichannel Strategy for LatAm (1) 5 - Year player lifetime value reflects player spe
Slide 27: Highly Effective and Established Online & Mobile Sportsbook
27 Highly Effective and Established Online & Mobile Sportsbook Robust pre - match offering with historical data, odds, and player tips Industry - leading match visualization 24/7 Live Streaming and Comprehensive In - Play Offering 30,000+ Live Events Offered 30 Dedicated In - House Traders 200+ Indi
Slide 28: Leading Online Casino Offering
28 Leading Online Casino Offering 900+ Games Offered 20+ Third - Party Content Providers Proprietary player bonusing engine World - class library of compelling, high - performing casino content Full sportsbook integration drives $0 CPA cross - sell within the Codere ecosystem
Slide 29: Robust Marketing Strategy Drives Efficient Acquisition of High-Value Players
29 Robust Marketing Strategy Drives Efficient Acquisition of High - Value Players Acquisition Media Traditional Media Marketing Agencies Campaign Production Sponsorships 3mm+ Codere Group registered retail player database (2) (1) Rights to the sponsorship agreement with Real Madrid expected to be li
Slide 30: Well-Positioned to Capitalize on the Large Untapped Hispanic Market Opportunity in the US
30 Well - Positioned to Capitalize on the Large Untapped Hispanic Market Opportunity in the US (1) Rights to the sponsorship agreement with Real Madrid expected to be licensed from Codere Group. (2) Source : World Population Review. (3) Source: Morgan Stanley research estimates as of January 2021. M
Slide 31: Appendix – Supplemental Financial Disclosure
31 Appendix – Supplemental Financial Disclosure
Slide 32: Spain Case Study: Unit Economics and Path to Targeted Contribution
32 Spain Case Study: Unit Economics and Path to Targeted Contribution Note: Gross profit represents NGR less variable expenses (gaming taxes, payment processing, and other third party services). (1) Based on actual cohort data through March 2021, and management estimates thereafter. (2) LTV based on
Slide 33: Mexico Case Study: Unit Economics and Path to Targeted Contribution
33 Mexico Case Study: Unit Economics and Path to Targeted Contribution Note: Gross profit represents NGR less variable expenses (gaming taxes, payment processing, and other third party services). (1) Based on actual cohort data through March 2021, and management estimates thereafter; CPA includes le
Slide 34: Codere Online P&L
34 Codere Online P&L EUR converted to USD at exchange rate of 1.120 and 1.141 in 2019 and 2020 respectively. (1) Figures primarily reflect differences in recognition of revenue related to certain partner and affiliate agreements in place in Colombia and our ‘.com’ business, along with VAT impact fro
Slide 35: Selected Benchmark Market Metrics
35 Selected Benchmark Market Metrics Source: H2GC and regulatory disclosures. GDP / population figures from World Bank World Development Indicators database. Internet connectivity data from United Nations International Telecommunication Union database . Note: EUR converted to USD at 2019 average exc
Slide 36: Comparable Company Benchmarking Detail
36 Comparable Company Benchmarking Detail Source: Company filings, S&P Capital IQ, and Wall Street research . Prices as of 10/1/2021. Note: $ in millions, except share prices. (1) Represents TEV / 2022E revenue multiple or TEV / 2023E revenue multiple divided by 2020 - 2022 CAGR or 2020 - 2023 CAGR,
Slide 37: Glossary
37 Glossary Gross Gaming Revenue (GGR): Gross dollar value of wagers less player wins Net Gaming Revenue (NGR): GGR less player bonuses / promotional bets First Time Depositor (FTD): New players who make a deposit for the first time during a given period Conversion Rate: Number of FTDs in a given pe
Slide 38: For additional information, please contact
38 For additional information, please contact: Codere Online Investor Relations codereonline.com inversor@codere.com