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
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
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
proxy statement and investor presentations
– SEC review with initial comments received in ~4 weeks
and completed within 2-3 months when proxy is
declared effective and mailed to investors
– Update financials as needed
Negotiation / Documentation
Regulatory review
– Begin equity roadshow to market transaction to existing and new
fundamental investors
– Attempt to rotate sellers with new fundamental investors
– Launch and complete debt roadshow marketing, if necessary
Marketing
– Shareholder vote typically within
2 weeks of sending proxy to
investors
– Notice of redemption due 2
days prior to shareholder vote
– Most recent SPAC’s have
closed with virtually 100% of
their cash available to complete
the merger
Shareholder approval
4-6 weeks 2-3 months 2 weeks
A de-spacing process will
typically take around 3 months
from the time of announcement
to closing
22. 22
Sound the market
– Under NDA, prior to announcement, meet with a combination of existing
shareholders and prospective investors
– Feedback is valuable and will shape how the acquisition is communicated to the
market
– “Third party validation”
Early momentum is
critical
– File proxy or tender documents shortly after announcement to expedite process
– Encouraging new buyers to acquire shares in the open market immediately helps
to create urgency in the market and push share price up towards cash value
– With early momentum, existing holders are more likely to be supportive
Deal marketing
– Roadshow to investors immediately post announcement
– Focus on natural, fundamental owners for the new company
– Visit with existing shareholders to get their support as well
Process can be iterative
– Important to stay in front of shareholders throughout process
– Financials will be updated, as required
– Keep marketing
Investor “approval”
– Goal is to have shares trading at a premium to cash in trust
– As a result of the marketing, shareholders may be different than at the time of the
announcement or the IPO as shares will recycle
Prior to announcement:
– speak to investors
under NDA regarding
proposed transaction
Announcement day:
– investor call
– file roadshow
presentation
Marketing period:
– file proxy or tender
documents
– meet with new and
existing investors
– conference calls
– update filings as needed
– maintain flexibility
Complete acquisition
Key milestones
Key Acquisition Timeline Considerations
