Global Partner Acquisition Corporation Presentation

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  • 2. 2 Disclaimer Some statements contained in this presentation are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words ‘‘anticipate,’’ ‘‘believe,’’ ‘‘continue,’’ ‘‘could,’’ ‘‘estimate,’’ ‘‘expect,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘might,’’ ‘‘plan,’’ ‘‘possible,’’ ‘‘potential,’’ ‘‘predict,’’ ‘‘project,’’ ‘‘should,’’ ‘‘would’’ and similar expressions may identify forward- looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this presentation may include, for example, statements about: •  our ability to complete our initial business combination; •  our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; •  our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; •  our potential ability to obtain additional financing to complete our initial business combination; •  our pool of prospective target businesses; •  the ability of our officers and directors to generate a number of potential investment opportunities; •  our public securities’ potential liquidity and trading; •  the lack of a market for our securities; •  the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or •  our financial performance following this offering. The forward-looking statements contained in this presentation are based on our current expectations and beliefs concerning future developments and their potential effects on us taking into account information currently available to us. There can be no assurance that future developments affecting us will be those that we have anticipated. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in the most recent registration statement on Form S-1 (the “Prospectus”) filed by us with the Securities and Exchange Commission (“SEC”). Should one or more of these risks or uncertainties materialize, they could cause our actual results to differ materially from the forward-looking statements. Certain information, including the case studies contained herein relate to Eaglepoint Advisors or certain of its partners, advisors or affiliates (together, “Eaglepoint”). An investment in Global Partner Acquisition Corp. is not an investment in Eaglepoint. The historical results of Eaglepoint is not necessarily indicative of future performance of Global Partner Acquisition Corp.
  • 3. 3 GPAC is a Special Purpose Acquisition Company Completed its IPO in July 2015 and the shares and warrants now trade on NASDAQ under the tickers “GPAC” and “GPACW” respectively Holds $155 million of cash plus access to additional debt and equity capital as needed Seeks to merge with a company with enterprise value of $150 million to $1 billion+ Creates public currency for future transactions Retain and provide future incentives for management Access to capital for growth or debt reduction Monetize a meaningful portion of owners’ current stake Pricing certainty versus IPO process Maintain upside through the post- merger public stock
  • 4. 4 The GPAC Team Combines Important Qualities Successful “Ingredients” merger partners will evaluate GPAC Capabilities Expertise in taking companies public and navigating the public markets post-IPO ü Experience with expansion through corporate development and mergers and acquisitions ü Proven operational consulting abilities ü History of developing businesses through international markets ü A management team with a history of assisting companies to address challenges and seize opportunities ü Team members with a compelling track record of growing companies and creating value ü
  • 5. 5 Industry Sector Focus We believe our senior management team’s investing, deal and operating expertise across multiple industry verticals will allow us to help you provide effective solutions for your company Technology Consumer / Retail IndustrialsMedia Financial Services
  • 6. 6 Experienced Management Team, Directors and Advisors Name Past and Present Companies (Roles) Industry Expertise Specialty Years of Experience Selected Board Experience William Kerr (Chairman) •  Arbitron Inc. (CEO) •  Meredith Corp. (CEO) •  New York Times Company (Group President) •  McKinsey & Company •  Media •  Marketing •  Consumer products •  Senior management •  Team Building •  Consultant 40+ •  The Interpublic Group •  Penton Media •  Whirlpool •  Principal Financial Group •  StorageTek Paul Zepf (CEO) •  Lazard (Managing Director) •  Lazard Alternative Investments and Lazard Capital Partners (Managing Principal) •  Golub Capital LLC (MD) •  Corporate Partners I & II (Managing Principal) •  Morgan Stanley Merchant Banking Department •  Generalist •  Private equity •  Investment •  Insurance 25+ •  Ironshore Ltd. •  BIH Holdings •  CP Financial Andrew Cook (CFO) •  Alterra Bermuda (President) •  Harbor Point (CFO, President) •  Axis Capital Holdings (CFO) •  Financial services •  Insurance •  Investment 30+ •  GreyCastle Life Reinsurance •  Blue Capital Reinsurance Holdings Gary DiCamillo (Vice Chairman) •  Eaglepoint (Managing Partner) •  Advantage Resourcing (CEO) •  Polaroid Corp. (CEO) •  Black & Decker Power Tools (President) •  Culligan USA (VP, GM) •  Consumer products •  Manufacturing •  Senior management •  Operations •  Marketing 30+ •  Sheridan Group •  Berkshire Manufactured Products •  Select Staffing Corp. •  Rensselaer Polytechnic Institute •  Whirlpool Corp. •  Massachusetts Business Roundtable
  • 7. 7 Experienced Management Team, Directors and Advisors Name Past and Present Companies (Roles) Industry Expertise Specialty Years of Experience Selected Board Experience Pano Anthos (Director) •  Eaglepoint (Partner) •  GatherEducation (Co-Founder) •  Guided Launch (Founder) •  Hangout Industries (Founder) •  Clearcross (Founder) •  Digital transformation •  e-commerce •  Education •  Gaming •  Entrepreneurship •  Tech solutions •  Marketing 25+ •  FCA International Jeffrey Weiss (Director) •  DFC Global (CEO) •  Bear Stearns (MD) •  Country Living Magazine (Founder) •  Financial industry •  Publications •  Senior management •  Investment •  Consolidations 30+ •  DFC Global David Chamberlain (Advisor) •  Eaglepoint (Managing Partner) •  Stride Right Corp. (CEO) •  Genesco (CEO) •  Shaklee Corp. (CEO) •  Nabisco Brands (Senior Management) •  Consumer products •  Food products •  Senior management •  Investment 40+ •  Eddie Bauer •  Papyrus •  Wild Oats •  Mrs. Fields •  US Chamber of Commerce •  WGBH Board of Advisors Neal Goldman (Advisor) •  Eaglepoint (Partner) •  CommonAngels Ventures (Limited Partner) •  Skype (Chief Legal & Regulatory Officer) •  3Com (Chief Legal & Administrative Officer) •  Technology •  Legal •  Business 25+ •  Nets, Inc •  US Robotics Michael Johnston (Advisor) •  Eaglepoint (Partner) •  Visteon Corporation (CEO) •  Johnson Controls, e-Business (Corporate President) •  Industrial •  Automotive •  Senior management 30+ •  Whirlpool •  Dover Corp. •  Armstrong World Industries
  • 8. 8 Transaction Parameters – Our Criteria Enterprise value: •  $150m to $1B+ Location: •  US or International Current equity ownership type: •  Primarily, private companies and spin-outs from public companies •  Selectively, public companies Target industries: •  Consumer/Retail, Financial Services, Industrial, Media and Technology Use of proceeds: •  Organic growth •  Strategic acquisitions •  Pay down existing debt •  Geographic expansion Retained ownership for current shareholders: •  Focus on partnering with a target business combination company whose existing owners want to retain significant equity upside in the business, typically between 20-80%, and which could include control of the public company post-merger Cash consideration for current shareholders: •  Flexibility to work with the current shareholders of the target merger partner to provide them with cash consideration from 20-80% of their enterprise value Forms of consideration for current shareholders: •  Primarily cash and the public stock of combined companies; however, GPAC can also issue preferred shares and / or debt as part of the consideration Public company considerations: •  Audited financial statements •  Ability to communicate the company’s fundamental investment story to the public markets •  Prior experience in taking a company public or running a public company is not required; the GPAC team can bring their experience
  • 9. Merger Partner Considerations
  • 10. 10 Illustrative GPAC Solutions for Merger Partner 1 2 3 5 4 Company looking to sell greater stake than would be possible in typical IPO (up to 80% or more) Private equity sponsor seeking liquidity, public valuation and a value-added partner for a portfolio company Owner / Entrepreneur seeking liquidity and public currency for future growth / estate planning with the potential for retention of upside through continued ownership stake Smaller companies seeking to merge in order to gain enough scale to achieve an appropriate public market valuation Public or private companies looking to divest or spin-off assets while seeking price certainty, retained upside, and speed not available in typical IPO
  • 11. 11 GPAC Structural Advantages Structuring flexibility §  GPAC can structure any mix of cash, stock or hybrid securities as payment §  Sellers can participate in future growth through shared upside §  GPAC can accommodate multiple selling shareholders’ needs in a single transaction Reporting flexibility §  As the transaction will involve a merger proxy instead of an S-1 filing, there is a greater ability to include projections and other descriptions to properly articulate the story to investors Tax-efficiency §  GPAC can carry out a tax-free transaction Speed to market and pricing certainty §  A merger with GPAC can be a faster way to create public listing versus the marketing and road-show timeline of a traditional IPO §  Negotiated pricing versus the uncertainty of a traditional IPO Additional capital §  Access to third party and additional public capital at closing if GPAC’s cash proceeds in the trust are insufficient ü ü ü ü ü
  • 12. 12 The Alternative IPO – Ability to Monetize a Position in a Private Company Private company finds barriers in executing a traditional IPO GPAC Solution §  Uncertainty on price §  Lengthy, costly process that often is disruptive to the business §  Challenging unless company has a pristine track record §  Market suspicion of secondary sales impacts execution §  Earn-out provisions not typically possible §  Subject to vagaries of changing market conditions Better ability to report projections and tell the full story via a merger proxy statement Process that is not as sensitive to market conditions Monetizing owners’ stake with more certainty on price Ability to execute in a cheaper, more timely, and less disruptive manner to the business
  • 13. 13 Private Equity Solutions The GP is working with one or more of the following issues GPAC Solution §  Traditional IPO would leave sponsor with a retained ownership position that lacks enough liquidity to be monetized in a reasonable period of time §  Portfolio company has good growth potential but needs additional equity that the GP is unable to inject §  Solid portfolio company and its management need an additional component in order to be attractive to investors §  Desire to distribute shares as well as cash to LPs §  Rapid liquidity versus a traditional IPO is desired Relative ease of process along with a price certainty Private equity company can exit stub through future stock sales and retain ownership potential GPAC can distribute cash and shares to the LPs Ability to execute in a cheaper, more timely, and less disruptive manner to the business Process with tax flexibility and possibility for earn-outs
  • 14. 14 Corporate Divisional Spin-out A Corporation Seeks to Spin-out a Division GPAC Solution §  Parent company believes the division in non-core or is under pressure from shareholders to spin-out the division §  Believes there is ongoing upside within the division §  Wants to retain some links to the division §  Divisional management may not have public company experience §  Wants price certainty versus a traditional IPO §  Wants to act rapidly without having to educate the market on the division Ability to provide a negotiated valuation for the division Availability of GPAC team to help divisional management with IPO process and on a continuing basis Allows for the marketing and allocation of spin-out shares to fundamental investors who may be long-term holders Retention of upside through continued ownership stake More shareholder friendly than future sell by PE at higher valuations
  • 15. 15 Achieving Scale in a Merger Owners looking to seize consolidation opportunities GPAC Solution §  Owners lack the capital or ability to fully take advantage of sizable merger consolidation opportunities §  Company might lack critical scale on its own to go public §  Preference for the ability to execute larger mergers and acquisitions in order to achieve goals more quickly §  Public listing would be difficult given limited float, aftermarket liquidity and ability to attract research coverage Ability to tolerate concurrent merger versus an IPO Certainty of minimum cash funding to close initial mergers and access to additional funding Provides essential capital for growth and current or future bolt-on acquisitions Telling a complex story and focusing on extended IR campaign Ownership preserves participation in upside
  • 16. 16 Public Company Requires Additional Equity Capital Traditional sources of additional equity are not available GPAC Solution §  Company has a complex story relating to its industry, management, past-performance and / or shareholder base which makes a traditional means of raising additional equity capital difficult Cash in trust available at closing of deal Additional debt or equity capital available as needed Restructuring of company’s shareholder base Provide essential capital for growth and repayment of debts
  • 17. Appendix SPAC 101
  • 18. 18 Deutsche Bank Ideal sponsors ü Successful team of ‘deal makers’ and/or 'operators’ ü Long track record of value creation ü Proprietary deal sourcing network ü Differentiated and unique access to deep target set ü Experience in M&A ü Ability to bring value and management expertise post acquisition ü Infrastructure to evaluate, underwrite and structure acquisition ü Viable IPO candidates ‘in their own right’ ü Companies that seek –  ‘fast track’ IPO with limited market/timing risk –  ability to achieve earn-out –  flexibility to handle complicated structures –  access to Sponsor team ü Seek an exit route and access to capital even in difficult debt and equity markets ü Want to keep significant interest and upside potential Ideal targets A publicly listed SPAC is an acquisition vehicle whereby a sponsor team raises a blind pool of cash to merge with an operating company The SPAC structure gives investors access to top tier management that is highly incentivized to generate excess value through sourcing private equity opportunities SPACs have also been successfully utilized for other strategies, including de-leveraging and re-listing securities Equity check Target operating company with debt and equity Publicly listed operating company with debt and equity Listed “SPAC” Target company Listed ‘successor’ company How Does a SPAC Work?
  • 19. 19 The Equilibrium of the SPAC Structure §  Private equity-like investment with downside protection §  Liquidity though publicly traded securities §  Downside protections from ring-fenced trust account providing dissenting investors with the right to redeem §  Automatic liquidation if no acquisition within 2 year timeframe §  Alignment of interest through sponsor capital at risk and tranching of promote §  Access to incentivized best-in-class sponsors (‘scarcity value’) §  No management fees or salaries paid Benefits to investors §  Opportunity to monetize proprietary deal flow in relatively quick time frame §  SPAC has a public acquisition currency and does not rely on debt financing §  Attractive entrepreneurial economics if acquisition is completed –  equity promote tranched to align interests with investors –  opportunity to capture further upside as shareholder and warrant holder §  Allows sponsor team to focus on one material acquisition with affiliate / sidecar structure Benefits to sponsors §  ‘Fast track’ IPO §  Sponsor stamp of approval and other benefits/ synergies §  Reverse merging under managed/non core business into publicly traded SPAC to partner with well-known sponsor team §  Potential for seller to retain significant upside by being paid in stock (with opportunity for earn-out equity) §  No private equity control issues §  Much less disruptive to seller/company and employees than traditional IPO §  Ability to structure complex transactions to meet seller’s specific needs §  Flexible capital Benefits to sellers
  • 20. 20 Considerations Associated with SPACs Selected Recent De-SPACs % Public Shares Redeemed % of Cash Available at Closing of Merger Boulevard Acq Corp / AgroFresh 0% 100% Capitol Acq Corp II / Lindblad Expeditions 0% 100% Levy Acq Corp / Del Taco 0% 100% Silver Eagle Acq Corp / Videocon d2h 0% 100% Recent SPAC issuers have managed key structural considerations in order to satisfy the merger partner, public shareholders and the sponsor, including: Ability to Deliver Virtually All Cash in Trust at Closing of Business Combination Dilution from Warrants and Sponsor PromoteRecent SPAC business combinations have successfully managed the dilution from the public investors' warrants, Sponsor's purchased warrants and Sponsor promote in order to ensure that the transaction provided meaningful upside to all constituents - from the perspective of the merger partner, public SPAC investors and the Sponsor +
  • 21. 21 Illustrative SPAC Acquisition Timeline –  Negotiate terms with seller and finalize definitive agreement –  Wall cross SPAC investors to preview transaction opportunity if necessary and get feedback –  Target both SPAC investors and new fundamental investors –  Draft merger proxy and complete financial audit and other documentation necessary to file –  Finalize bank committed financing, if necessary –  File 8-K merger press release and sign definitive agreement –  Concurrently or as soon as practical, file a full merger pr
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