Allwyn SPAC
Transaction summary
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R
NYSE-listed SPAC with $829mm¹ cash in trust
• Cash in trust supplemented by $353mm PIPE
• Founders Gary D. Cohn and Clifton S. Robbins
("Founders")
COHN ROBBINS
HOLDINGS CORP
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• Intends to effect a business combination
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with Allwyn²
Newly formed entity is expected to be listed on the
NYSE ("PubCo")
• Transaction announced January 21, 2022 and
expected to close in Q3 2022
Note: Assumes no redemption from Cohn Robbins SPAC Trust; EUR:USD spot rate of 1.07 applied, sourced from CapIQ, as of 27-May-22
1) Cohn Robbins cash in trust as of 31-March-22. Subject to potential redemptions
2) Allwyn represents the rebranded operations of Allwyn AG, which is the entity that will be subject to the business combination
3) Based on management estimates (subject to material change); adj. net debt as of Dec-21A. Includes €322mm of convertible notes expected to be outstanding at
transaction close, pro forma for OPAP stake increase from 41.2% to 48.2% since YE-21 and acquisition of Betano in Q2-22. Excludes impact of expected free cash flow and
a €170 mm one time dividend paid prior to closing in Q1-22
Based on market valuation for The Lottery Corporation as of 27-May-2022
80
5) Includes impact from expected bonus pools for non-redeeming Cohn Robbins shareholders and PIPE shareholders, with potential for up to combined
incremental 9.4mm common shares to be issued. Bonus pool for PIPE and non-redeeming shareholders is variable based on number of redemptions. Shares
underlying CRHC warrants expected to be adjusted by the same ratio
allwyn
Large, privately-owned multinational lottery business
Expected market cap for PubCo of ~$8.0bn /~€7.5bn;
represents entry multiple of 10.9x 2023E Adj. EBITDA of
$876mm / €819mm³
10.9x entry multiple is at a discount to core lottery
peer The Lottery Corporation4
Bonus pool of 6.6mm shares to be issued to non-
redeeming SPAC shareholders, resulting in implied
entry multiple of ~10.0x to ~10.3x5 projected 2023E Adj.
EBITDA
Expected pro forma net debt / 2023E Adj. EBITDA
of ~1.8x³
Expected to further bolster Allwyn's growth plansView entire presentation