Kldiscovery Inc. · OTC:KLDI
Kldiscovery — SPAC Merger (November 2019)
25 slides from Kldiscovery's SPAC merger presentation, Nov 19, 2019
Slide 1: Investor Presentation November 2019
Investor Presentation October 2019 Investor Presentation November 2019 Filed by Pivotal Acquisition Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Pivotal Acquisition Corp. (File No. 001-
Slide 2: Safe Harbor Statement
Safe Harbor Statement THIS PRESENTATION HAS BEEN PREPARED FOR PIVOTAL ACQUISITION CORP. (“PIVOTAL”) and KLDISCOVERY (“KLD”) IN CONNECTION WITH THEIR PROPOSED BUSINESS COMBINATION. SUCH PRESENTATION MAY BE PRESENTED TO CERTAIN OF PIVOTAL’S STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTE
Slide 3: KLDiscovery is a global market leader in eDiscovery, information governance, and data recovery
KLDiscovery is a global market leader in eDiscovery, information governance, and data recovery $345M FY2020 Revenue(1) $82M FY2020 Adjusted EBITDA(2) 5-7% Organic Annual Revenue Growth Double Digit % EBITDA Growth Source: IDC, Bain & Company, Complex Discovery. (1) 2020(e) revenue of $335-355 millio
Slide 4: Investment Highlights
Investment Highlights 1 2 3 4 5 Large and growing addressable market with secular tailwinds and acyclical industry dynamics KLD is a global market leader in eDiscovery, information governance and data recovery. KLD offers best-in-class products and services, cross-border capabilities, and advantages
Slide 5: Large and Growing Total Addressable Market
Large and Growing Total Addressable Market (1) Source: IDC, The Radicati Group. Source: MarketLine, “Legal Services in the United States,” March 2017; Lawyerology, Market Research Future, IBIS. Complex Discovery and Baird estimates. (2) Seagate / IDC, “Data Age 2025 – the Digitization of the World f
Slide 6: KLDiscovery is a Global Market Leader
KLDiscovery is a Global Market Leader KLD Revenue Breakdown(2) Managed Review 15% Managed review is a complementary service to eDiscovery. KLD hires, trains and manages contract lawyers who deliver cost savings for clients during discovery. The Company has1,500 dedicated seats in 8 domestic and 5 in
Slide 7: Unmatched Offering Attracts Blue Chip Client Base
Unmatched Offering Attracts Blue Chip Client Base 4,300+ Global Legal Technology customers 65% of the Fortune 500 95% of the Am Law 100 6,800+ active matters 50,000 data recovery cases ~19 month average eDiscovery matter duration No single customer accounts for more than 5% of revenue 41% increase i
Slide 8: Consistent Revenue Growth
Consistent Revenue Growth (e) 2006 – 2016 CAGR: 42.7% 2017 – 2020e CAGR: 7.1% 2006 – 2020(e) CAGR: 40.3% (e) 3
Slide 9: Management has a Proven Tuck-in M&A Track Record
Management has a Proven Tuck-in M&A Track Record A Large Opportunity for Accretive Acquisitions Identify target company that meets rigorous criteria including people, client base, geographic access and technology Onboard the acquired company’s client base onto KLD’s proprietary platforms and away fr
Slide 10: Organic Revenue Growth Accelerates with Tuck-in Acquisitions
Organic Revenue Growth Accelerates with Tuck-in Acquisitions 2012: All organic 2013: Includes approximately $6M from AlphaLit 2014: Includes approximately $25M from RenewData and $1.5M from Turnstone & Flash 2015: Includes approximately $5.5M from Credence and $.75M from CopySecure 2012 - 2015 CAGR:
Slide 11: Case Study: Successful Tuck-in Acquisition
Case Study: Successful Tuck-in Acquisition Top Sales Performer, Client List, Cost Synergies Acquired in August 2013 for ~$10M/6x. Revenue was sub-$7M and trending downwards, AlphaLit lacked operational & technical resources The Company had an amazing client list (i.e Comcast, Goldman Sachs, Davis Po
Slide 12: Transformational 2016 Acquisition
Transformational 2016 Acquisition Kroll Ontrack was a transformative, large acquisition which created a diversified global platform and propelled KLD into a global leadership position It expanded the global footprint of the Company to Asia, EMEA and Australia and added: Significant technology includ
Slide 13: KLD eDiscovery Solutions Excel Across All Platforms
KLD eDiscovery Solutions Excel Across All Platforms EDR is KLD’s proprietary single platform solution for eDiscovery EDR integrates the entire eDiscovery process into one robust tool. Industry essential analytics & matter management features work seamlessly Predictive Coding incorporates cutting-edg
Slide 14: Culture and Leadership
Culture and Leadership 5 Dawn Wilson Chief Financial Officer Co-founded KLDiscovery in 2005 and has 25+ years of eDiscovery experience Previously co-founded and served as CEO at On-Site Sourcing E&Y’s Washington, D.C. Entrepreneur of the Year in 2014 Served in the US Navy and graduated from the US N
Slide 15: Transaction Summary and Financial Highlights
Transaction Summary and Financial Highlights
Slide 16: Transaction Summary
Transaction Summary On May 20, 2019, KLDiscovery announced a merger with Pivotal Acquisition Corp, a public investment vehicle listed on the NYSE (NYSE: PVT). Upon closing of the transaction, expected in the 4th quarter of 2019, the resulting Company will trade under stock symbol KLD on the NYSE. Ex
Slide 17: Jonathan J. Ledecky, Chairman, Chief Executive Officer
Jonathan J. Ledecky Chairman, Chief Executive Officer Mr. Ledecky has an extensive, world-class list of professional services firms and corporations that he is introducing to KLD He is the Chairman and Chief Executive Officer of Pivotal and a seasoned businessman with over 35 years of investment and
Slide 18: The Carlyle Group and Revolution Growth
The Carlyle Group Revolution Growth The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions With $222 billion of assets under mana
Slide 19: Sources and Uses
Sources and Uses Adjusted firm value of $806 million (11.8x Adjusted EBITDA) Pro forma net debt/2019E Adjusted EBITDA of 3.4x (includes partial paydown of existing debt as a result of the transaction) Pro Forma Valuation Pro Forma Net Debt to Adjusted EBITDA Progression Pro Forma Equity Ownership (1
Slide 20: Key Financial Highlights
Key Financial Highlights Historical and Projected Revenue(1) Note: See the disclaimers at the beginning of this presentation for important qualifications and limitations on the use of projections. Actual results may differ materially. Assumes future period cash excess cash flow is applied to pay dow
Slide 21: Transaction Reduces Interest Cost and Provides Greater Financial Flexibility
Transaction Reduces Interest Cost and Provides Greater Financial Flexibility Strong free cash flow derived from accelerated Adjusted EBITDA growth and optimized revenue and operating model expected to result in rapid deleveraging 3.4x pro forma net leverage at year-end 2019 – a > 50% decrease to KLD
Slide 22: KLDiscovery
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Slide 23: Financial Disclosure
Financial Disclosure Non- GAAP Financial Measures: We prepare audited financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). We also disclose and discuss other non-GAAP financial measures such as adjusted EBITDA, unlevered free cash flow and levered free cash
Slide 24: Adjusted EBITDA limitations
Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. In addition, because of these limitations, adjusted EBITDA should n
Slide 25: Adjusted EBITDA and Free Cash Flow Reconciliation
Adjusted EBITDA and Free Cash Flow Reconciliation Reconciliation (1) Pro forma for $145 million of debt paydown as of December 31, 2019. Assumes no redemptions of public shares and as a result no drawdown on the $150 million forward purchase contract backstop. (2) Acquisition, financing and transact