Deutsche Bank has been

Deutsche Bank has been left lead on SPACs for the pre-eminent buyout firms Private equity investors including Centerview Partners, Riverstone, TPG (Pace Holdings Corp.), The Gores Group and WL Ross & Co. have raised or are planning to raise money through blank- check companies to make acquisitions outside of their main buyout funds A well-tailored SPAC could be conflict-free and complementary to any Sponsor's platform as a natural extension of its investment strategy Deutsche Bank Corporate & Investment Banking Why should premier Sponsors consider the SPAC market? Benefits ✓ Permanent public equity capital ✓ No liquidity pressures that exist in a private fund context Diversify capital raising channels with new investor base Potential channel for multiple issuances in the future Significant economics relative to sponsor at-risk capital Significantly easier process to raise money than private capital Private capital market remains constrained and fees continue to compress ✓ Product is becoming more institutionalized with sellers looking at the structure with more credibility ✓ Wave of successful deal closures all trading meaningfully above par ✓ Investor base is expanding to more traditional, long-only accounts Considerations 4, — Conflicts with existing funds — Team dedicated to vehicles and allocation of time — Messaging around potential pushback from existing LPs — Capital is not fully committed — Finding the right deal that is appropriate for a SPAC — Sizing the SPAC 12 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0062129 CONFIDENTIAL SDNY_GM_00208313 EFTA01369697