EFTA01369725.pdf

TERRAPIN€ Terrapin 3 Acquisition Corp. (NASDAQ: "TRTLU") ACOUISI1ION 4 COlinOitAciON $217 million SHAG IPO Deutsche Bank Securities Summary IPO terms Terrapin 3 Acquisition Corp. overview is the sole underwriter for TERRAPIN • Terrapin 3 Acquisition Corp (TRTL.U) is a newly organized blank check Terrapin 3 Acquisition ACQUISITION 4; CORPORATION company formed for the purpose of effecting a merger, capital stock exchange. asset acquisition, stock purchase. reorganization or similar Corp Pricing date: July 16. 2014 business combination with one or more businesses Public offering size: $217 million • Management learn has extensive experience including two previous 21.7 million units blank check companies that completed successful business Securities offered: - each consisting of 1 share of common stock combinations and 1 warrant (exercisable for 'A share of • Offers public investors the opportunity to team up with a management common stock) team that sources value-oriented investments and creates value Amount held in trust: Equal to 100% of offering proceeds through strengthening the acquired company's operating strategies Management risk capital: $6 million (12 million warrants at $0.50 each • Strong agnment of interest that the shareholders share with Macquarie assuming full exorcise of overallotment option). sponsor and Terrapin Asset Management 50% each purchased by Terrapin and Macquarie — Macquarie sponsor has committed at the IPO $40 million. to be Sponsor promote: Shares issued to sponsor al formation equivalent to 20.0% of common equity ownership post - funded upon business combination public raise or 5.625.000 shares Key management DB Role: Sole Boolaunner CA — Terrapin has the option to purchase 20% of common stock at the time of business combination Sponsor highlights Investment focus TanapIn 3 Acquisition Corp • Tv,o successfully completed SPACs Nathan Leight Successful completion of two previous business combinations. Chairman totaling 5469.2 million raised at IPOs • Terrapin understands the dynamics of a successful deal • Management team has experience adding value post- Sanjay Arora closing CEO and Detector Nominee Multi-industry investment locus applied in a variety of market cycles • Macquarie has committed to purchase at the IPO $40 Guy Rankin million. to be funded al the closing or Iho business CFO and COO combination (tut:loci to MAC011alie 'approval of that V Strong and deep network from which to source acquisitions with tiansachon) Funding a strong emphasis on private equity fund portfolios commitment • Commitment rogrudless of shareholder redemplion Macquarie • Strong valuation for SPAC holders Duncan Murdoch Strong expertise in providing ilexTUe long-teen ci:psta soflizIons, • Represents evolution in the SPAC structure Senior Managing Director dstingt; thing It from other financ,al blivers Synergy in • Sponsor has a nernork of contacts to source possible Drew Reid tiansactkm targets Macquane Capital will work with Terrapn to unlock opportunities Senior Vice President network • Macquarie offers global advisory. principal and sponsor through a combination of advisory expertise and principal capital relationships ties Deutsche Bank Source Company data 40 Corporate Banking Z. Securities CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062160 CONFIDENTIAL SDNY_GM_00208344 EFTA01369725