EX-99.3 12 ea119353ex99-3_legacyacq.htm INVESTOR PRESENTATION DATED FEBRUARY 2020

Exhibit 99.3

 

For Discussion & General Information Purposes Only Investor Presentation February 2020

 

 

2 Disclaimer This presentation (“Presentation”) is for informational purposes only. This presentation shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful. No offer of securitiesshall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. This Presentation has been prepared to assist parties in making their own evaluation with respect to a proposed business combination (the “Transaction”) as contemplated by the definitive share exchange agreement between Legacy Acquisition Corp. (“Legacy”) and Blue Valor Limited, the indirect, wholly-owned subsidiary of BlueFocus Intelligent Communications Group (“BFICG”), and for no other purpose. Under the definitive agreement, Legacy will purchase all of the issued and outstanding shares of a newly formed and wholly-owned subsidiary of BFICG that at closing will hold the Blue Impact group business --a digital-first, integrated and intelligent, global advertising & marketing services group (“Blue Impact” or the “Company”). This Presentation is not intended to form the basis of any investment or other decision with respect to the proposed Transaction or otherwise. Certain information contained herein has been derived from sources prepared by third parties. While such information is believedto be reliable for the purposes used herein, neither Legacy nor the Company makes any representation or warranty with respect to the accuracy of such information. The Blue Impact design logo and “Blue Impact” are the property of the Company. Other trademarks and trade names referred to in this Presentation are the property of their respective owners. All references made to Blue Impact and the Companyinclude predecessor organizations as well. This Presentation does not purport to contain all of the information that may be required to evaluate a possible investment or other decision with respect to Legacy. The recipient agrees and acknowledges that this Presentation is not intended to form the basis of any investment or other decision by the recipient and does not constitute investment, tax or legal advice. No representation or warranty, express or implied, is or will be given by Legacy or the Company or any of their respective affiliates, directors, officers, employees or advisers or any other person as to the accuracy or completeness of the information in this Presentation or any other written, oral or other communications transmitted or otherwise made available to any party in the course of its evaluation of a possible Transaction between Legacy and the Company, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The recipient also acknowledges and agrees that the information contained in this Presentation is preliminary in nature and is subject to change, and any such changes may be material. Legacy and the Company disclaim any duty to update the information contained in this Presentation, which information is given only as of the date of this Presentationunless otherwise stated herein. This Presentation contains certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the SecuritiesAct of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Legacy and the Companyand the potential Transaction between Legacy and the Company and their respective management teams’ 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. These forward-looking statements are based on Legacy’s and the Company’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond Legacy’s and the Company’s control, that could cause the actual results to differ materially from the expected results. Factors that may causesuch differences include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the share exchange agreement, (2) the outcome of anylegal proceedings that may be instituted against Legacy and other transaction parties following the announcement of the share exchange agreement and the transactions contemplated therein; (3) the inability to complete the proposed Transaction, including due to failure to obtain approval of the stockholders of Legacy or other conditions to closing in the share exchange agreement; (4) the occurrence of any event, change or other circumstance that could otherwise cause the Transaction to fail to close; (5) the receipt of an unsolicited offer from another party for an alternative business transaction that could interfere with the proposed Transaction; (6) the inability to obtain or maintain the listing of Blue Impact’s common stock on the New York Stock Exchange following the proposed Transaction; (7) the risk that the proposed Transaction disrupts current plans and operations as a result of the announcement and consummation of the proposed Transaction; (8) the ability to recognize the anticipated benefits of the proposed Transaction,which may be affected by, among other things, competition, the ability to integrate the Blue Impact businesses, and the ability of the combined business to grow and manage growth profitably; (9) costs related to the proposed Transaction; (10) changes in applicable laws or regulations; (11) the possibility that the Blue Impact business or the combined company may be adversely affected by other economic business, and/or competitive factors; (12) the aggregate number of Legacy shares requested to be redeemed by Legacy’s stockholders in connection with the proposed Transaction; (13) the risk that current trends in digital media and marketing decelerate or do not continue; (14) the ability of the Blue Impact business to ameliorate or otherwise mitigate its existing material weaknesses and any material weaknesses in internal controlover financial reporting or significant deficiencies that may be identified in the future; (15) estimates for the financial performance of the Blue Impact business may prove to be incorrect or materially different from actual results; and (16) other risks and uncertainties indicated from time to time in the proxy statement relating to the proposed Transaction, including those under “Risk Factors” therein, and in Legacy’s other filings with the SEC. The foregoing list of factors is not exclusive. You should not place undue reliance upon any forward-looking statements, which speak only as of the date made. Legacy and the Company do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Financial Statements 2016 interim and pro forma financial information is not audited. There can be no assurance that the final results for 2016, any interim periods and the pro forma financial information, if it were to be audited will not differ from the results provided in this presentation, including as a result of review adjustments. As a result of the foregoingconsiderations and the other limitations described herein, investors are cautioned not to place undue reliance on this unaudited financial information.

 

 

3 Disclaimer (Continued) Use of Non-GAAP Information This Presentation contains numbers that are not required by, or presented in accordance with, GAAP, including Pro Forma AdjustedNet Revenue, Pro Forma Adjusted EBITDA, Acquired EBITDA, Unadjusted EBITDA and Adjusted EBITDA (collectively, our “Non-GAAP Measures”). Our Non-GAAP Measures are not GAAP measures of our financialperformance or liquidity and should not be considered as alternatives to net income (loss) as a measure of financial performance, cash flows from operating activities as a measure of liquidity, or any other performance measure derived in accordance with GAAP. They should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. In addition, our Non-GAAP Measures exclude certain non-recurring and other charges and income items. You should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in Our Non-GAAP Measures. Our presentation of Our Non-GAAP Measures should not be construed to imply that our future results will be unaffected by any such adjustments. Management compensates for these limitations by relying primarily on our GAAP results and by using our Non-GAAP Measures as supplemental information. Our Non-GAAP Measures are not necessarily comparable to other similarly titled captions ofother companies due to different methods of calculation. A reconciliation of some of our Non-GAAP Measures to the nearest comparable GAAP measure can be found at slide 46 of this presentation. A reconciliation for our 2020E Non-GAAP Measures to the most directly comparable GAAP financial measures is not included, because, without unreasonable efforts, we are unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these Non-GAAP Measures, including, but not limited to, (a) expenses associated with the opening, closing or moving of offices, (b) the net loss or gains on the sale of assets or associated with certain past M&A and future financing and other transactions, (c) other expenses that we do not believe are indicative of our ongoing operations,as well as (d) gains and losses related to foreign currency exchange rates. Projections and Historical Financial Information Any estimates, forecasts or projections set forth in the Presentation have been prepared by Legacy and the Company in good faithon a basis believed to be reasonable. Such estimates, forecasts and projections involve significant elements of subjective judgment and analysis and reflect numerous judgments, estimates and assumptions that are inherently uncertain in prospective financial information of any kind. As such, no representation can be made as to the attainability of such estimates, forecasts and projections. The recipient is cautioned that such estimates, forecasts or projections have not been audited and have not been prepared in conformity with generally accepted accounting principles (“GAAP”). The risks and other factors that could impact theCompany’s ability to attain projected results include, but are not limited to, those mentioned in the prior paragraphs. The recipient therefore should not rely on the estimates, forecasts or projections contained in the Presentation. Blue Impact’s Organization Prior to the consummation of the contemplated Transaction, Blue Valor Limited, an indirect wholly-owned subsidiary of BFICG organized in Hong Kong, will contribute its interests in the Vision 7 Group, We Are Social, Madhouse, Metta and Fuseproject into its newly formed wholly owned subsidiary, Blue Impact (Cayman) Limited organizedinthe Cayman Islands (the “Blue Impact Target”). At closing of the contemplated Transaction, Legacy will acquire Blue Impact Target, thereby acquiring control of the Vision 7 Group, We Are Social, Madhouse, Metta and Fuseproject. Following closing of the proposed Transaction, Legacy will change its name to Blue Impact Inc. Neither the Securities and Exchange Commission (the “SEC”) nor any securities commission of any other U.S. or non U.S. jurisdiction has approved or disapproved of the Transaction contemplated hereby or determined that this Presentation is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

4 The Legacy SPAC Solution: Create shareholder value with a digital-first, integrated and intelligent, global advertising & marketing services company Our Goal: $1.0 Billion+ in Revenue

 

 

5 Today’s Participants Legacy Acquisition Corp. Brett Marchand CEO, Blue Impact (2) He Shen Interim CFO and Chief Development Officer –M&A, Blue Impact (3) Blue Impact Darryl McCall President & COO, Legacy Holly Zheng Executive Chairwoman, Blue Impact (1) ▪ 14 years with Blue Impact and predecessors including as CEO of BFICG’s largest acquisition outside China ▪ Previously held senior marketing roles with Molson Coors, Campbell Soup, Procter & Gamble ▪ 30 years experience of marketing / advertising ▪ 5 years with Blue Impact and predecessors as well as service on the Board of Directors for BlueFocus Intelligent Communications Group (BFICG) ▪ Previously held executive positions at various technology companies including Marvell Semiconductor, ST- Ericsson and NXP ▪ 18 years experience of marketing and sales experience ▪ 3 years with Blue Impact ▪ Previously served as Co- Head of Strategic Transactions Group at Lloyds Banking Group ▪ Previously worked as an investment banker at Merrill Lynch, DLJ and Credit Suisse in New York and London for 10 years ▪ 23 years experience in corporate finance and investment banking ▪ Former EVP and Executive Committee Member at Coty ▪ Spent 30 years at Procter & Gamble (“P&G”) as a VP of Product Supply and GM of Global Personal Cleansing Care, where he oversaw 37 manufacturing centers and 16,000 employees ▪ More than 35 years of consumer operating experience (1) Currently CEO and President of BlueFocus International. Expected Executive Chairwoman of Blue Impact. | (2) Currently CEOofVision 7 and Executive Chairman of Cossette. Expected CEO of Blue Impact. | (3) Currently CFO of BlueFocus International. Expected Interim CFO and Chief Development Officer –M&A of Blue Impact.

 

 

6 I. Introduction II. Key Investment Highlights III. Executing the Growth Strategy IV. Financial Overview Appendix Today’s Agenda

 

 

Introduction

 

 

8 ▪ $300 Million special purpose acquisition corporation –equity raised on November 21, 2017 ▪ The Legacy Team: Former Procter & Gamble executives with extensive operating experience ▪ Consumer Packaged Goods and Marketing focus ▪ Legacy’s Unique Perspective: xExperience with Procter & Gamble, one of the largest advertisers in the world xSignificant experience with consumer insights, brand building, and innovation Legacy Acquisition Corp. at a Glance Overview

 

 

9 Legacy and Blue Impact: A Powerful, Digital Platform (1) eMarketer as of October 2019. ($ in Billions) Digital Marketing –Strong Industry Tailwinds Blue Impact –Goal of $1 Billion+ Revenue ▪ Solutions rooted in digital and mobile, including increased use of intelligent advertising ▪ Disruptors of traditional brand promotion channels ▪ Acceleration of audience fragmentation is, among other factors, driving the need for enhanced delivery and client support by service providers ▪ Chinese-based global brands and China as an advertising power market have been on the rise Digital Ad Spend Traditional Ad Spend Total AdSpend CAGR: 8% (1) (Digital Ad Spend CAGR:20%) (1) ▪ A digital-first, integrated and intelligent, global advertising & marketing services company ▪ Excellent fit with Legacy’s management team’s skills ▪ Meets Legacy’s investment criteria xRapidly growing sector undergoing significant displacement ▪ Consumer and social insights are changing how individuals interact with brands xEnterprise value fits Legacy’s criteria $340 $337 $337 $333 $192 $234 $285 $330 $532 $572 $622 $663 2016 2017 2018 2019E

 

 

10 Blue Impact: A Digital-first, Integrated & Intelligent, Global Advertising & Marketing Services Company Note: 2020estimates are based on the assumption that the average foreign exchange rate for 2020would equal the average foreign exchange rate of 2018. | (1) Based on 2016–2020E Net Revenue CAGR. 2016 figures are unaudited. | (2) Net Revenue = Revenue, excluding Billable Expenses. | (3) Defined as Adjusted EBITDA / Net Revenue. | (4) Based on LTM 6/30/2019 Net Revenue. $83.8m 2020E Adjusted EBITDA Est. 13% (1) 4-year Net Revenue Growth (2) 22% 2020E Adjusted EBITDA Margin (3) 2,500+ Employees 69% (4) Digital Revenue $375.1m 2020E Net Revenue (2) x Broad, award-winning digital capabilities under a synergistic multi-brand strategy x Nimble and integrated model strategy x Client base of blue chip brands and digital disruptors x Presence in China with strategic relationships in place to accelerate growth x Primed for growth through organic expansion and opportunistic M&A x Talented and tightly knit management team with track record of creating value Established global presence, strong financial performance and designed for scale Geographies in which Blue Impact has clients % of 2018 Pro Forma Net Revenue North America: 62.5% Europe / M.E.: 16.9% Asia Pacific: 20.6%

 

 

11 Why Legacy Chose Blue Impact An Advertising & Marketing Services Company of the Future: Digital-first, Integrated & Intelligent A simple and nimble structure built around Owned, Paid, Earned and Shared media Blue chip clients across multiple verticals and serving leading digital disruptors with a platform for growth in China Targeting double digit revenue growth and ~20% Adjusted EBITDA Margins (1) Talented and tightly knit management team with track record of creating value Primed for growth –ability to scale with organic expansion and opportunistic M&A Marketing and operational expertise, and a broad network of client relationships Substantial capital available to supercharge Blue Impact’s growth Attractive valuation upside relative to marketing services peer group Valuation Legacy Provides Key Investment Highlights 1 2 3 4 5 6 7 8 9 (1) Based on 2020 estimates; Adjusted EBITDA Margin defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses.

 

 

12 Transaction Overview Overview of Key Terms ▪ Pro forma enterprise value of $559 million ▪ Represents a 6.67x EV / 2020E Adjusted EBITDA multiple ▪ Implies a significant discount to public peers ▪ BlueFocus Intelligent Communications Group (“BFICG”) ▪ Rolling 100% of equity in Blue Impact ▪ Will own 43.4% (2) of the pro forma Company immediately after closing ▪ Can receive additional consideration up to $222 million based on 3- year average annual adjusted EBITDA growth rate for Blue Impact’s Madhouse subsidiary; the maximum payment at an average growth rate = 25.0% can possibly be paid in additional shares) (7) ▪ Blue Impact is expected to be well-capitalized with Legacy’s contribution of up to $152 million of cash on balance sheet to fund organic growth, future acquisitions and subsidiaries’ earn-outs ▪ Blue Impact is expected to have negative pro forma net leverage following the close of the transaction (8) Illustrative Pro Forma Equity Ownership (9) Pro Forma Valuation ($MM) Sources and Uses ($MM) Note: $ in Millions except per share amounts; 2020 estimates are based on the assumption that the average foreign exchange rate for 2020 would equal the average foreign exchange rate of 2018. | (1) Reflects the balance in the Trust Account as of January 27, 2020. In connection with the extension amendment, 694,820 Legacy shares were redeemed and the seller agreed to ma ke certain loans for deposit into the trust fund equal to $0.03 per unredeemed share, or approximately $880,000, for each month that the transaction deadline is extended from November 21, 2019 until May 20, 2020, plus certain agreed costs and expenses. Three such loans have already been made. | (2) Data assumes $75.0 million of additional redemptions by Legacy’s public shareholders. | (3) Assumes 7.5 million shares are issued at $10.00 per share. Assumes Legacy Founders forfeit 608,108 Class F Shares and the same number of new common shares of Blue Impact will be issued in connection with the PIPE. | (4) Assumes 15.0 million outstanding warrants are tendered at $1.00 per warrant in cash and 15.0 million outstanding warrants are tendered at $1.10 per warrant in common shares. If the balance of cash in trust and PIPE proceeds is less than $225.0 million due to shareholder redemptions, warrants will be tendered for common shares at a ratio of 0.11. | (5) Does not include outstanding warrants. | (6) Assumes Legacy Founders surrender 3.5 million of Class F Shares and forfeit 608,108 Class F Shares in connection with the PIPE. | (7) Additional detail on terms and conditions for the additional consideration is included in the appendix. | (8) Defined as ((Pro Forma Total Debt –Pro Forma Cash) / Adjusted EBITDA). | (9) Excludes deferred shares to Legacy Founders (converted from Legacy Class F shares) and deferred shares to BFICG, which vest, adjusted for dividends to shareholders, if Blue Impact is acquired at $20.00 per share, its shares have a 30 -day VWAP of $20.00 per share, or after 10 years. Holders Shares (MM) % Existing Legacy Shares - IPO Investors (2) (5) 22.1 35.5% New Legacy Shares - BFICG (2) 27.0 43.4% PIPE Investors (3) 8.1 13.0% Existing Legacy Shares - Legacy Founders (6) 3.4 5.5% New Legacy Shares - Warrant Holders (4) 1.7 2.7% Total Shares Outstanding 62.2 100.0% Sources of Funds Legacy Cash in Trust (1) (2) $228.7 New Legacy Shares - BFICG 270.0 PIPE (3) 75.0 Assumption of Blue Impact Net Debt 40.0 New Legacy Shares - Warrant Holders (4) 16.5 Total Sources $630.2 Uses of Funds Rollover of BFICG Equity $270.0 Cash to Balance Sheet 151.7 Purchase of Existing Minority Interest 90.0 Assumption of Blue Impact Net Debt 40.0 Estimated Fees & Expenses 47.0 Warrant Tender (4) 31.5 Total Uses $630.2 Pro Forma Shares Outstanding 62.2 Legacy Illustrative Price per Share $10.00 Equity Value $622.2 Plus: Blue Impact Net Debt 40.0 Plus: PV of Blue Impact Acquisition-related Liabilities 48.0 Less: Pro Forma Cash (151.7) Pro Forma Enterprise Value $558.5 Implied Valuation Pro Forma EV / 2020E Adjusted EBITDA ($83.8 million) 6.67x Pro Forma EV / 2021E Adjusted EBITDA ($92.2 million) 6.06x

 

 

13 Peer Benchmarking Comparison Source: Company filings for Specialty Marketing Services and Traditional Agency HoldCos peer groups, Capital IQ and Wall Street consensus research.| Note: Market data as of 02/14/20; Multiples greater than 50x or less than 0x are listed as "N/M.“|(1) Traditional Agency HoldCos peer group consists of Dentsu, IPG, Omnicom, Publicis and WPP. |(2) Blue Impact EV / Adjusted EBITDA multiples based on implied enterprise value of $558.5 million,2020E Adjusted EBITDA of $83.8 million (organic only) and 2021E Adjusted EBITDA of $92.2million (organic only); 2020 and 2021 estimates are based on the assumption that the average foreign exchange rates for 2020 and 2021 would equal the average foreign exchange rate of 2018. | (3) Based on Net Revenue equivalent for peer group; Net Revenue = Revenue, excluding Billable Expenses. | (4) Defined as Adjusted EBITDA / Net Revenue. Average 12.0x 10.6x 8.2% 12.2% 15.4% 1.4% Traditional Agency HoldCos Average 8.2x 7.9x 2.5% 4.6% 17.8% 4.3% Overall Average 10.3x 9.4x 5.6% 8.7% 16.5% 2.7% 2020E Adj. EBITDA Margin Dividend Yield 2020E-2021E Adj. EBITDA Growth Specialty Marketing Services EV/2020E Adj. EBITDA EV/2021E Adj. EBITDA 2020E-2021E Net Revenue Growth 18.5x 17.1x 12.9x 8.5x 7.8x 7.2x 14.5x 15.5x 12.1x 7.6x 7.2x 6.7x 20.9% 8.6% 2.0% 6.4% 5.7% 5.8% 27.1% 10.6% 6.7% 12.1% 9.3% 7.1% 16.6% 17.6% 9.7% 21.2% 20.0% 7.1% N/A N/A 0.6% 1.5% 3.2% 3.1% (2) 6.7x 6.1x 8.0% N/A22.3%10.0% (3) (4) (1)

 

 

14 ` Backed by an Established Industry Leader BFICG at a Glance BlueFocus Intelligent Communications Group (“BFICG”) is the largest marketing and communication services group in China by both revenue and market capitalization ▪Founded in 1996 and headquartered in Beijing, BFICG employs 5,400+ team members and generated $3.5 billion (1) of revenue in 2018 ▪Today, BFICG serves 3,000+ clients globally that range from blue-chip brand names to emerging disruptive companies ▪Founded as a PR agency, BFICG has expanded its offerings through both organic growth and acquisitions, delivering a comprehensive suite of solutions across the marketing services landscape ▪In its endeavor to become a global industry leader, BFICG has made several high-profile acquisitions, which are highlighted below Global marketing communications network headquartered in Canada Global social media specialist headquartered in the U.K. Product and digital design agency headquartered in the U.S. Full service marketing agency headquartered in Hong Kong, China Mobile performance marketing platform headquartered in China BFICG Highlighted Acquisitions (1) Gross revenue as reported under PRC GAAP.

 

 

15 Blue Impact will own and operate BFICG’s international subsidiaries and Madhouse BFICG will be the largest shareholder and be keenly focused on significant Blue Impact value creation xBFICG is rolling 100% of its equity in Blue Impact into the transaction xLegacy will provide access to growth capital and a public currency to support the growth of Blue Impact BFICG and Blue Impact will mutually benefit from shared technology, client relationships, media networks, and other resources BFICG is committed to the "Go Global" and "Go Digital“ growth strategy xBlue Impact will become BFICG's new platform to further expand in core international markets and key marketing service disciplines xThe transaction is expected to position Blue Impact as the cross-selling service provider for BFICG's clients globally Legacy and Blue Impact: A Highly Synergistic and Valuable Collaboration

 

 

Key Investment Highlights

 

 

17 Talented and tightly knit management team with track record of creating value Blue chip clients across multiple verticals and serving leading digital disruptors with a platform for growth in China 3 Targeting double digit revenue growth and ~20% Adjusted EBITDA Margins (1) 4 Primed for growth –ability to scale with organic expansion and opportunistic M&A 5 A simpleand nimble structure built around Owned, Paid, Earned and Shared media 2 An Advertising & Marketing Services Company of the Future: Digital-first, Integrated & Intelligent 1 Blue Impact Investment Highlights 6 (1) Based on 2020 estimates; Adjusted EBITDA Margin defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses.

 

 

18 An Advertising & Marketing Services Company of the Future: Digital-first, Integrated & Intelligent 1 x Complex structure with dozens of overlapping businesses x Built for Traditional Clients x Slow organic growth x Rooted in digital, mobile, social & CRM x Focused on collaboration & synergy through an integrated service model x Strong organic revenue & profit growth x Minimal collaboration & synergy between siloed businesses x Rooted in traditional media & agencies x Simple and Nimble Structure x Built for blue chip clients & digital disruptors x Model that relies on outputs & professional fees x Model pivoting towards transparent, client-focused outcomes Traditional Advertising Holding Co. (1) (1) Representative Traditional Agency Holding Cos. consist of Dentsu, IPG, Omnicom, Publicis and WPP.

 

 

19 A Simple and Nimble Structure Built around Owned, Paid, Earned and Shared Media 2 Google Cloud NCAA Campaign Narcos campaign for Netflix Owned media Paid media Shared media • Deliver marketing & brand campaigns • Strategy, creative & production services • Brand, content, product & user design • Socially-led strategy & creative • Design, content & production services • Social insights & analytics • Encompasses elements of Owned, Paid and Earned media, all focused on social media platforms • Deliver communication advice & campaigns • Experiential, influencer & media relations • Brand, Corporate, Healthcare & Tech PR Earned media • Media consulting planning & buying services • Digital, search, social & programmatic media • Channel optimization, performance & ROI Michael B. Jordan for McDonald’s Madhouse oversees digital advertising campaign for NetEase, Inc. (NASDAQ: NTES)

 

 

20 Blue Chip Clients Across Multiple Verticals and Serving Leading Digital Disruptors with a Platform for Growth in China 3 Selected Blue Chip Brands Selected Digital Disruptors Source: Company-provided financials. | (1) Calculation based on top 150 Blue Impact clients across all agencies; Net Revenue = Revenue, excluding Billable Expenses. % of 2018 Pro Forma Net Revenue: 44% (1) % of 2018 Pro Forma Net Revenue: 37% (1)

 

 

21 $234 $251 $307 $337 $375 $105 $109 $143 $162 $177 $338 $360 $451 $499 $552 2016 2017 2018 LTM 6/30/19 2020E Targeting Double Digit Revenue Growth and ~20% Adjusted EBITDA Margins 4 ($ in Millions) Historical and Projected Revenue Historical and Projected Adjusted EBITDA (1) ($ in Millions) Source: Company-provided financials. | Note: 2020 estimates are based on the assumption that the average foreign exchange rates for 2020 would equal the average foreign exchange rate of 2018. | (1) 2016-2018 and LTM 6/30/19 Adjusted EBITDA amounts are adjusted to include $5.0MM of annual public company costs for illustrative comparability to 2020 estimates. | (2) Net Revenue = Revenue, excluding Billable Expenses. | (3) Defined as Adjusted EBITDA / Net Revenue. 2016-2020E Net Revenue CAGR: 13% Adjusted EBITDA Margin % (3) 2016-2020E Adj. EBITDA CAGR: 23% Billable ExpensesNet Revenue (2) Revenue $37 $38 $62 $71 $84 15.7% 15.0% 20.0% 21.0% 22.3% 2016 2017 2018 LTM 6/30/19 2020E

 

 

22 Talented and Tightly Knit Management Team with Track Record of Creating Value 5 Holly Zheng Executive Chairwoman ▪5 years with Blue Impact and predecessors as well as service on the Board of Directors for BlueFocus Intelligent Communications Group (BFICG); currently CEO and President of BlueFocus International ▪18 years experience of marketing and sales experience BFICG board member; oversees international business development He Shen Interim CFO and Chief Development Officer –M&A ▪3 years with Blue Impact; currently CFO of BlueFocus International ▪23 years experience in corporate finance and investment banking Financial reporting and strategic transactions including M&A and capital market financings Brett Marchand CEO ▪14 years with Blue Impact and predecessors including as CEO of BFICG’s largest acquisition outside China; currently CEO of Vision7 and Executive Chairman of Cossette ▪30 years experience of marketing / advertising Global operations & directing the growth plan NickCowling ▪President of Citizen Relations, Global ▪9 years with Blue Impact and predecessors ▪Led the design of Citizen’s new agency model that helped the company grow to the 4th largest communications firm in the country Earned Media, Global Blue Impact will be led by a highly experienced management team with a deep bench of category experts (1) Name Selected Prior ExperiencePrimary Responsibility MélanieDunn ▪President and CEO of Cossette ▪17 years with Blue Impact and predecessors ▪Led integration of owned media / creative service model in Canada Owned Media, Canada JosephLeon ▪President and CEO of Vision7 Media ▪6 years with Blue Impact and predecessors ▪Led digital strategy expansion and move to performance media Paid Media, North America & EMEA NathanMcDonald ▪Co-Founder and CEO of We Are Social ▪11 years with Blue Impact and predecessors ▪Led international expansion of We Are Social into 10 markets Shared Media, Global Yves Behar Owned Media, US & Europe ▪Founder and CEO of Fuseproject ▪19 years with Blue Impact and predecessors ▪Led brand and product design for many successful disruptors in Silicon Valley CharlieRuan ▪President of Madhouse ▪12 years with Blue Impact and predecessors ▪Led Madhouse’s expansion to serve both brand advertisers as well as app developers in global markets Paid Media, Asia (1) This slide reflects the expected management team upon the consummation of the Transaction.

 

 

23 Primed for Growth –Ability to Scale With Organic Expansion and Opportunistic M&A 6 ▪ Grow disruptor clients with Blue Impact’s unique digital-first platform ▪ Grow with BFICG’s clients as they expand internationally ▪ Leverage Legacy’s network to grow Blue Impact’s blue chip client base Accelerate Growth with High Growth High Spend Clients A ▪ Grow scale through geographic expansion of capabilities and M&A in critical, markets to fill out Blue Impact’s suite of services in that geography ▪ Employ a disciplined approach in assessing potential strategic acquisitions Expand Capabilities Geographically B ▪ Drive revenue and increased efficiency and margin expansion through the scalable integrated service model Replicate the Proven Integrated Service Model C ▪ Expansion of “MaaS” offerings to drive margin accretion ▪ Blue Impact is well- positioned to grow its presence in MaaS Pursue Profitable Growth Through Marketing as a Service (“MaaS”) D Our Goal: $1.0 Billion+ in Revenue

 

 

Executing the Growth Strategy

 

 

25 $392 $222 $102 $29 $22 $11 $6 $5 $3 17% 16% 19% 19% 23% 21% 23% 14% 28% A Accelerate Growth with High Growth High Spend Clients Digital Disruptors Growing Aggressively Blue Impact Is Uniquely Positioned for Disruptors ($ in Billions) ▪ Business Development team focused exclusively on Digital Disruptors and the VC’s who are funding them ▪ M&A focused on businesses with strong Disruptor client list ▪ Acquired a dedicated media and events company to be used to drive awareness of Blue Impact with digital disruptive clients Grow disruptor clients with Blue Impact’s unique digital-first platform Strategy to Accelerate Growth ▪ 69% of LTM 6/30/2019 Net Revenue in digital, with capabilities focused on mobile, social, CRM and performance Media ▪ Strong capabilities, disruptor client credentials and history in San Francisco / Silicon Valley ▪ Investments in technology, AI and data are particularly attractive to these clients ▪ Demonstrated track record for success: Digital Disruptors already account for a significant portion of Blue Impact Net Revenue and present incremental upside: 2020E Revenue 2020E Growth Source: Company-provided financials and Capital IQ. | Note: 2020 estimates are based on consensus estimates from Wall Street equity research as of 02/14/20. | (1) Adjusted Revenue, which excludes transaction-based costs, bitcoin costs and Starbucks activity. | (2) Calculation based on top 150 Blue Impact clients across all agencies; Net Revenue = Revenue, excluding Billable Expenses. (1) 2018 Net Revenue by Client Type (2) Mobile / Tech / Disruptor 37.4% Blue Chip / International 44.2% Other / Regional Brands 18.4%

 

 

26 A Blue Impact is well-positioned to growas BFICG’s clients expand internationally ▪ BFICG’s Chinese clients currently purchase $2.0 billion of media on Google and Facebook ▪ Blue Impact is uniquely positioned to sell add-on services to BFICG and other Chinese clients with its Owned, Paid, Earned and Shared platforms and strong footprint in North America and Europe Clients inChina $2.0 Billion Spend China Continues to Grow Aggressively Blue Impact Already has a Significant Platform with Chinese Clients to Build on (1) Bloomberg, Fortune, S&P and McKinsey Global Institute analysis. | (2) McKinsey (2019). | (3) Per the 2019 Holmes Report. | (4) Gross revenue as reported under PRC GAAP. Blue Impact’s Recognition ▪ Google’s 2018 “Agency of the Year”(one of only two winners globally alongside WPP) ▪ Facebook’s 2018 “Agency of the Year”in China BFICG is the Leading Provider to Clients in China Global Holding Groups/ Networks Ranking (3) Rank Agency HQ 1 WPP 2 Omnicom PR Group 3 Interpublic Group 4 DJE Holdings 5 PROI Worldwide 6 Publicis Group 7 8 Huntsworth Group 9 Next 15 10 IPREX Significant Scale Relative to Peers ($ in Billions) 2018 Revenue (4) $1.6 $1.8 $1.8 $2.1 $3.5 Accelerate Growth with High Growth High Spend Clients (Continued) ~$6 Trillion growth in Chinese consumption expected leading up to 2030, comparable with the United States and Western Europe (2) 0 20 40 60 80 100 120 140 160 180 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 United States China Japan Germany United Kingdom Australia Number of Companies in Global Fortune 500 (1)

 

 

27 A Management Leverage Legacy’s network to grow Blue Impact’s blue chip client base Kenneth Robinson (1) Member, Advisory Council Manuel Perez de la Mesa Member, Advisory Council Jules Kaufman Member, Advisory Council Lloyd Ward Co-Chairman, Advisory Council Ronald Tysoe Member, Advisory Council Kimberly Blackwell Member, Advisory Council Jim Stengel Member, Advisory Council Gary McCullough Co-Chairman, Advisory Council Advisory Council x Highly complementary expertise in managing leading brands in the U.S. and globally x 9current/former CEOs and CFOs and over 27 current/former board positions at public companies Steven Davis Director Member, Advisory Council Richard White (1) Director Andrew Code Director Member, Advisory Council Sengal Selassie Director Independent Directors Edwin Rigaud Chairman and CEO Director William C. Finn CFO Darryl McCall (1) President and COO, Director Geoffrey Marshall Member, Advisory Council (1) Expected director of Blue Impact. Accelerate Growth with High Growth High Spend Clients (Continued)

 

 

28 Expand Capabilities Geographically B Capabilities North America Canada U.S. Europe Middle East China Rest of APAC EMEA Asia Owned ▪ Cossette & Camps Collective ▪ Eleven ▪ Fuseproject ▪ Select capabilities through We Are Social ▪ Select capabilities through We Are Social ▪ Metta ▪ Strategic relationship with BFICG ▪ Fuseproject ▪ Select capabilities through We Are Social Earned ▪ Citizen Relations ▪ PR platform with Citizen Relations ▪ Experiential and influencer marketing with The Narrative Group ▪ PR capability via Citizen UK & partner network ▪ Influencer capability via We Are Social ▪ PR capabilities through Citizen partnerships ▪ Influencer capability via Socialize ▪ Strategic relationship through BFICG (Blue Digital) ▪ Influencer capability via We Are Social ▪ PR capabilities through Citizen relationships ▪ Influencer capability via We Are Social Grow scale through geographic expansion of capabilities and M&A in critical, underpenetrated markets Market Leadership ▪ Proven, value-add capabilities ▪ Realizing synergies from scale ▪ No immediate M&A needs Poised for Scale ▪ Established capabilities ▪ Significant opportunity to scale through organic expansion and opportunistic M&A M&A Required ▪ Emerging capabilities ▪ Growth through M&A is required to achieve scale Paid ▪ Vision 7 Media ▪ Vision 7 through Horizon Media Partnership ▪ Select capabilities through Local Planet partnership ▪ Paid social via We Are Social ▪ Select capabilities through Local Planet partnership ▪ Paid social via We Are Social ▪ Madhouse ▪ Metta ▪ Strategic relationship with BFICG ▪ Select capabilities through BFICG and Local Planet ▪ Paid social via We Are Social Shared ▪ We Are Social NY ▪ Expected Expansion of We Are Social to California ▪ We Are Social in U.K., Germany, France, Italy ▪ Launched Spain in ‘18 ▪ Recent acquisition of Dubai-based Socialize ▪ We Are Social Shanghai, Beijing and Hong Kong ▪ Strategic relationship with BFICG ▪ We Are Social in Singapore and Australia ▪ Launched We Are Social Japan in ‘19 ▪ Serviced through Cossette & Camps Collective ▪ Launched We Are Social Canada JV with Citizens in 2019

 

 

29 Expand Capabilities Geographically (Continued) B Employ a disciplined approach in assessing potential strategic acquisitions Note: Completion of acquisitions will be dependent on, among other things, due diligence results. | (1) Reflects the activities of BlueFocus International and its subsidiaries for periods prior to the business combination. | (2) Pipeline data as of 02/14/20; Estimated revenue represents aggregate 2020E estimates for targets within the pipeline. Active pipeline representing over $370 million in estimated incremental revenue Blue Impact M&A Activity Since January 2017 (1) Acquisition Criteria Proven track-record of growth and strong margins Extensive capabilities in digital, mobile, data, tech and/or CRM Strong blue chip AND disruptive client list Complementary capabilities in the United States, Europe, the Middle East and Asia Strong and experienced management team Synergy through buy-in to integrated service model Potential to help us deploy our MaaS-focused strategy ? ? ? ? ? ? ? Accretive financial profile ? 28 LOIs Submitted Blue Impact M&A Activity –Current (1) (2) 3 Targets Acquired 21 Targets Under Review

 

 

30 Replicate the Proven Integrated Service Model C Expected Future Campus Locations Toronto Current Campus Locations Toronto Campus 5-Year Change Example New YorkLA San Francisco Shanghai Drive increased revenue, efficiency and margin expansion through the scalable integrated service model Combine all capabilities into four service segments (Owned, Shared, Paid, Earned) with shared leadership and single P&L Locate employees in collaborative campuses in each major market Create Managed Services Center (MSC) to manage back office services The Result: ? Simplifies go-to-market capabilities, provides scale and promotes collaboration Launch high growth revenue and high margin businesses which require scale (ex: production, data science, digital and tech consulting and MaaS) Measure everyone on the same “Scorecard” to promote long-term success 1 2 3 4 5 The Result: ? Cross-selling opportunities ? Better employee experience ? Reduced real estate and operations costs The Result: ? Creates operating leverage, driving better service and lower cost The Result: ? Incremental revenue growth and margin through vertical integration The Result: ? Drives increased employee engagement, client satisfaction, product quality, growth and profitability 2013 24% 2013 –2018 Adj. EBITDA Margin Expansion: 700 bps 2018 31% Adj. EBITDA Margin % (1) Vancouver Source: Company-provided financials. | (1) Defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses. Montreal Quebec City

 

 

31 0% 2% 4% 6% 8% 10% 12% 14% 16% 2013 2014 2015 2016 2017 2018 2019 2020 2021 Percentage of sales that are e-commerce 0 400 800 1,200 1,600 Under 5% 5% - 25% 26% - 50% 51% - 75% 76% - 100% # o f R e s p o n d e n t s % of Budget Allocated to Performance Marketing Pursue Profitable Growth Through Marketing as a Service (“MaaS") D Digital Disruptor Brands & eCommerceDriving Growth (1) Emergence of DTC Brands & growth of eCommerceis driving the need for outcome based marketing Digital Disruptors focused on Paid Marketing Performance Customer Acquisition Cost (CAC) is the Focus of which Paid Marketing is a Key Component 0.1% -Total CPG Spending Growth 16.6% -E-commerce CPG Spending Growth 2018 Tools Any tools such as software or analytics used in marketing and sales CAC = Salary Salary for your sales and marketing effort including freelancers Overheads Any rent, utilities or equipment spent on marketing and sales Paid Marketing Expense for paid marketing such as Google Adwords, Social Media Ads, content marketing etc. Number of new customers $820 $385 $1,517 $348 $115 $324 $72 Apparel Accessories Health & Beauty Food & Bev. Shoes Home Outdoor Products Funding for Direct-to-Consumer Brands (2) Average Ad Spend by Direct-to- Consumer Brands Is Up 50% in 2019 (3) E-commerce Share of Total Retail Sales in U.S. 62% of Overall Brand/Enterprise Marketing Budgets Moving to Performance Marketing (4) ($ in Millions) Source: (1) Statista as of 7/23/19 and Digital Commerce 360 as of 10/18/18. | (2) Medium.com as of 10/11/18. Company logos include a representative selection of brands that have raised private funding within each sector category. | (3) Adweekas of 10/14/19. | (4) TUNE as of April 2018.

 

 

32 Pursue Profitable Growth Through Marketing as a Service (“MaaS") (Continued) D MaaS Compared to Current Model Charge client hourly fees for service Blue Impact funds production & media Charge client for outcome Potential revenue margin accretion of up to 4x at scale (2) Leverage AI capabilities to optimize content Expansion of “MaaS” offering to drive margin accretion Client funds production and media costs Use 3 rd party data to optimize targeting Use digital & proprietary channels to reach target Client decides on what content to use Use 1 st party data to optimize targeting Use digital channels to reach target Current Model Paid for Work Performed MaaS Model Paid for Outcome Delivered Strong Value Opportunity Illustrative Scenario –$100mm Incremental Revenue Current Revenue Mix: (1) Illustrative Revenue Mix: 100% Performance Marketing (2) $100mm Revenue $ Margin % (3) $22mm $48mm Adjusted EBITDA 22% 48% Source: Company-provided financials and Wall Street equity research. | Note: 2020 estimates are based on the assumption that theaverage foreign exchange rate for 2020 would equal the average foreign exchange rate of 2018. | (1) Based on 2020E Blue Impact projections. | (2) Based on EBITDA margins for performance marketing peers. | (3) Margin is defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses. Margin of ~20%

 

 

33 Pursue Profitable Growth Through Marketing as a Service (“MaaS") (Continued) D ? Digital Expertise ? Data & Analytics ? Working Capital Owned Paid Shared Earned Blue Impact is well-positioned to grow its presence in MaaS ? Experience with and established network of digital disruptors including DTC and E-Commerce enabled brands ? Digital-first, Integrated and Intelligent offering is paramount to delivering a return on paid marketing ? Launched MaaS division, called PathIQin 2019 which is in Beta with several major clients ? New business prospects and opportunities have validated the potential ? Capital from Legacy will fund the working capital for MaaS as well as allow strategic M&A in the Performance Marketing Space

 

 

Financial Overview

 

 

35 Reported Growth: 7.4% 22.5% H1 2018 Net Revenue: (2) $155.4 H1 2019 Net Revenue: (2) $169.1 Organic Growth: 6.7% 15.3% 8.8% H1'19 / H1'18 Organic Growth %: (2) $249.2 $287.2 $296.3 $330.1 $1.7 $20.2 $40.6 $45.0 $233.6 $250.8 $307.4 $337.0 $375.1 2016 2017 2018 LTM 6/30/19 2020E $66.8 $72.7 $78.6 $89.3 $8.9 $7.1 $7.0 $2.5 $75.7 $79.8 $85.7 $91.8 $80.6 $88.4 Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Blue Impact Net Revenue Summary (1) ($ in Millions) Quarterly ($ in Millions) Source: Company-provided financials. | Note: 2020 estimates as well as quarterly financials are based on the assumption that the average foreign exchange rates for 2020 and the displayed quarters would equal the average foreign exchange rate of 2018. 2020 estimates represent organic Net Revenue only. | (1) Net Revenue = Revenue, excluding Billable Expenses. | (2) H1'19 / H1'18 growth based on Pro Forma Adjusted Net Revenue. Organic Net Revenue Incremental Net Revenue from Acquisitions Pro Forma Adjustment 2016 –2020E CAGR: 13% Annual

 

 

36 Reported Growth: 2.0% 64.1% H1 2018 Adj. EBITDA: (3) $27.9 H1 2019 Adj. EBITDA: (3) $33.0 Organic Growth: 1.4% 50.1% 18.6% H1'19 / H1'18 Organic Growth %: (3) $7.3 $16.5 $22.4 $20.4 $2.8 $1.2 $1.2 $0.4 $10.1 $17.8 $23.6 $20.8 $16.3 $16.7 10.9% 22.7% 28.5% 22.9% 20.2% 18.9% Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 $37.3 $55.9 $60.5 $74.8 $0.2 $5.6 $10.4 $9.0 $36.8 $37.5 $61.6 $70.9 $83.8 15.7% 15.0% 20.0% 21.0% 22.3% 2016 2017 2018 LTM 6/30/19 2020E Blue Impact Adjusted EBITDA Summary Source: Company-provided financials. | Note: 2020 estimates as well as quarterly financials are based on the assumption that the average foreign exchange rates for 2020 and the displayed quarters would equal the average foreign exchange rate of 2018. 2020 estimates represent organic Adjusted EBITDA only. | (1) 2016-2018 and LTM 6/30/19 Adjusted EBITDA amounts are adjusted to include $5.0MM incurrence of public company costs for illustrative comparability to 2020 estimates; quarterly financials are not adjusted for incurrence of public company costs. Please refer to the Appendix –“Non-GAAP Financial Measures” for a reconciliation to the most comparable GAAP measure. A reconciliation for our 2020E Non-GAAP Measures to the most directly comparable GAAP financial measures is not included, because, without unreasonable efforts, we are unable to predict with reasonable certaintythe amount or timing of non-GAAP adjustments that are used to calculate these Non-GAAP Measures, including, but not limited to, (a) expenses associated with the opening, closing or moving ofoffices, (b) the net loss or gains on the sale of assets or associated with certain past M&A and future financing and other transactions, (c) other expenses that we do not believe are indicative of our ongoing operations, as well as (d) gains and losses related to foreign currency exchange rates. | (2) Defined as Adjusted EBITDA / Net Revenue; Net Revenue = Revenue, excluding Billable Expenses. | (3) H1'19 / H1'18 growth based on Pro Forma Adjusted EBITDA. Adjusted EBITDA Margin (2) Incremental Adj. EBITDA from Acquisitions Organic Adjusted EBITDA (1) Pro Forma Adjustment 2016 –2020E CAGR: 23% ($ in Millions) Quarterly ($ in Millions) Annual

 

 

37 Blue Impact Supplemental Financial Data ($ in Millions) Source: Company-provided financials. | (1) Free cash flow defined as (Cash Flow from Operations –CapEx). | (2) Defined as (Non-cash Current Assets –Non-debt Current Liabilities). | (3) The information presented consists of estimates of the unadjusted EBITDA that could result from hypothetical acquisitions by the Company. Actual results could differ materially and adversely from the information presented and there are no assurances that any acquisitions may be completed at the prices or multiples reflected, if at all. | (4) Assumes Purchase Price is calculated as a multiple of unadjusted EBITDA of the hypothetical target and no fees and expenses are incurred in conjunction with the transaction for illustrative purposes only. Please refer to the Appendix –“Non-GAAP Financial Measures” for more information about Acquired EBITDA. | (5) Defined as TEV / Purchase Multiple. (3) Free Cash Flow (1) Estimated Incremental EBITDA through Acquisitions (3) Analysis at Various Prices (4) Purchase Price (TEV) $50.0 Purchase Multiple (5) 6.0x 7.0x 8.0x Acquired EBITDA $8.3 $7.1 $6.3 Purchase Price (TEV) $100.0 Purchase Multiple (5) 6.0x 7.0x 8.0x Acquired EBITDA $16.7 $14.3 $12.5 Purchase Price (TEV) $200.0 Purchase Multiple (5) 6.0x 7.0x 8.0x Acquired EBITDA $33.3 $28.6 $25.0 ($ in Millions) ▪ 2016 & 2017 reflect non- recurring working capital deployment for Madhouse business growth ▪ 2018 is representative of normalized net working capital levels Net Working Capital Summary 2016 2017 2018 Net Working Capital (2) ($5.6) $9.2 ($12.0) Change in Net Working Capital $14.8 ($21.2) $19.0 $13.8 $52.8 $53.1 2016 2017 2018 2020E

 

 

38 The Legacy SPAC Solution: Create shareholder value with a digital-first, integrated and intelligent, global advertising & marketing services company Our Goal: $1.0 Billion+ in Revenue

 

 

Appendix

 

 

40 We Go to Market with Five Agency Families, United on the Blue Impact Platform Canada, U.S. Business description 2020E Net Revenue (1) Geographic footprint ▪ Headquartered in Canada ▪ A comprehensive marketing communications family of award-winning agencies, including Cossette, Eleven, Camps Collective, Vision 7 Media, Jungle Media, Citizen Relations and The Narrative Group ▪ Provides services across all four media services with a focus on digital media and data-driven solutions ▪ Operates integrated service model campuses in Toronto, Montreal, Vancouver and Quebec City ▪ Has won numerous international awards, including at the Cannes Lions, Clios, D&AD, Effies, One Show and Webby’s $193.23 Million Asia $4.96 Million Owned, Paid, Earned, Shared Business lines Owned, Paid EMEA, U.S., U.K., Asia, Australia $100.47 Million Shared ▪ Headquartered in the United Kingdom ▪ A specialized creative social media agency that provides Shared Media marketing services across five continents and twelve countries ▪ Offers social media strategy, creative development, content production and marketing consultancy focused on helping clients create and extend their product and brand strategies in social media ▪ Recipient of numerous awards including at the Cannes Lions, Clios, D&AD and BIMA Awards U.S. $25.00 Million Owned ▪ Headquartered in San Fransisco, California ▪ An internationally- recognized product and digital design agency ▪ Provides Owned Media services focusing on industrial, digital and environmental design services ▪ Also provides services ranging from strategic consulting to branding, packaging and the creation of user interfaces and experiences ▪ Presence and network in Silicon Valley provide Fuseprojectwith early insights into digital disruptors and consumer trends ▪ Headquartered in Hong Kong ▪ An advertising & marketing services firm for Owned and Paid media ▪ Works with leading corporations located within China’s Greater Bay Area to provide marketing strategy, advertising campaigns and media buying services to solidify and build their identities ▪ Also works with the Blue Impact business’ North American-and European- based agencies to provide Owned and Paid Media services for international clients who want to target Chinese consumers and companies Asia $51.46 Million Paid ▪ Headquartered in Shanghai, China ▪ A leading mobile-focused Paid Media and performance agency ▪ Purchases advertising space on non-Chinese digital media channels (Google and Facebook) on behalf of China-based companies looking to market their products and services outside of China ▪ Also provides mobile phone-based advertising services for non-Chinese advertisers targeting Chinese consumers ▪ Offers a wide range of branding services, including consulting, development, strategic planning, management and marketing of brands for businesses as well as individuals Source: Company-provided financials. | Note: 2020 estimates are based on the assumption that the average foreign exchange rate for 2020 would equal the average foreign exchange rate of 2018. | (1) Net Revenue = Revenue, excluding Billable Expenses.

 

 

41 North America Ad Spend (3) EMEA Ad Spend AsiaAd Spend $136bn 21.4%Growth (1) Digital Ad Spend $251bn 7.3% Growth (1) Total Ad Spend $66bn 14.4%Growth (1) Digital Ad Spend $118bn 21.2% Growth (1) Digital Ad Spend $148bn 4.3%Growth (1) Total Ad Spend $234bn 10.8%Growth (1) Total Ad Spend Source: eMarketer(October 2019). | Note: 2019E figures unless otherwise noted. | (1) Represents a 3-Year CAGR from 2016-2019E. | (2) Based on LTM 6/30/2019 Net Revenue. | (3) Includes only U.S. and Canada. Blue Impact Office Location With 69% of net revenue currently derived from digital, Blue Impact is uniquely positioned to capture the surge in digital ad spend (2) Digital Advertising Is a Large and Rapidly Growing Market with a 20% 3-year CAGR (1)

 

 

42 Legacy Has the Liquidity of a Publically Held Enterprise as well as Brand Building, Strategic and Operational Support ▪ Legacy Acquisition Corp (NYSE: LGC) is a $300 Million SPAC ▪ Highly complementary expertise in consumer-facing brands ▪ Founders from leading CPG & partners from major PE firms ▪ Collectively, the founders’ experiences include: ▪ 9 current/former CEOs and CFOs ▪ Over 27 current/former board positions at public companies ▪ The completion of ~$3 billion in private investments ▪ Provides capital to fund growth and supercharge operations ▪ Rick White and Darryl McCall will support management as board members LGC is a public company that combines the financial flexibility and strength of a “strategic buyer” with the value creation capabilities and forward looking strategies of an innovative disruptor Key Management Edwin Rigaud Legacy Chairman & CEO, Principal Darryl McCall (1) Legacy President & COO, Principal William Finn Legacy CFO Steven Davis Legacy Director Directors Richard White (1) Legacy Director Andrew Code Legacy Director Sengal Selassie Legacy Director Company Overview (1) Expected director of Blue Impact.

 

 

43 Legacy Acquisition Corp. –Extended Team Gary McCullough Co-Chairman Advisory Council Lloyd Ward Co-Chairman Advisory Council Ronald Tysoe Member Advisory Council Legacy Advisory Council Kimberly Blackwell Member Advisory Council Geoffrey Marshall Member Advisory Council ▪ More than 35 years of management and operating experience in consumer products ▪ Maytag Corp. –Former Chairman and CEO ▪ Procter & Gamble (17 years) –Former General Manager ▪ U.S. Olympic Committee –Former CEO and Secretary General ▪ Former Board Member at General Motors and JPMorgan Chase & Co. ▪ More than 30 years of business experience in consumer products ▪ TransDigm Group, Inc. – Current Board Member ▪ Career Education Corp. –Former President, CEO and Board Member ▪ Procter & Gamble (13 years) –Former General Manager ▪ The Sherwin-Williams Company –Former Board Member ▪ More than 30 years corporate finance and management experience in consumer-retail ▪ Macy’s Inc.–Vice Chairman of Finance and Real Estate ▪ Perella Weinberg Partners –Former Senior Adviser ▪ Current Board Member at J.C.Penney Company Inc., Cintas Corporation, and Scripps Networks Interactive ▪ Seasoned business executive with over 25 years of marketing and advertising experience ▪ PMM Agency –Founder and Chief Executive Officer ▪ Serves as a key consultant to C-Suite executives at Fortune 1000 companies and government agencies ▪ National Women’s Business Council –one of eight female CEOs ▪ More than 40 years corporate finance, operations, and supply chain management experience ▪ Procter & Gamble (30 years) –Former Global Supply Chain Finance Director and Director of Global Business Development ▪ Implemented one of the largest post-acquisition integrations in the company's history

 

 

44 Legacy Acquisition Corp. –Extended Team (Continued) Manuel Perez de la Mesa Member Advisory Council Kenneth Robinson (1) Member Advisory Council Jules Kaufman Member Advisory Council Jim Stengel Member Advisory Council ▪ More than 35 years of management and operating experience in consumer products ▪ Procter & Gamble (21 years) –Former Chief Audit Executive and Vice President of Finance for the Global Personal Beauty Care and Global Internal Audit segments ▪ Current Board Member at Morgan Stanley Private Bank, National Association ▪ More than 40 years of management, financial, and operating experience ▪ Pool Corporation – Current CEO and President (16 years) and former COO ▪ Watsco, Inc. –VP of Distribution Operations ▪ Fresh Del Monte Produce, B.V and IBM Corp. –Various general, financial, and management positions ▪ Experienced General Counsel and Executive with significant experience serving as a strategic and legal advisor to boards of directors and management teams in the consumer sector ▪ Coty Inc. –General Counsel and Secretary ▪ Colgate-Palmolive – Former VP, General Counsel for the Europe / South Pacific division ▪ More than 20 years of marketing experience in consumer products ▪ The Jim Stengel Group – President and CEO ▪ Procter & Gamble (11 years) –Former Global Marketing Officer ▪ Author of two books ▪ Former Board Member for AOL, Motorola and MarketShare ▪ Adjunct Professor at Kellogg | Northwestern Legacy Advisory Council (1) Expected director of Blue Impact.

 

 

45 ▪ The Company provides the non-GAAP measurement of Pro Forma Adjusted Revenue, Pro Forma Adjusted EBITDA, Acquired EBITDA, Unadjusted EBITDA and Adjusted EBITDA (including Organic and Incremental Adjusted EBITDA). The Company has included these non-GAAP measurements because they are a key measure used by the Company’s management and board of directors to understand and evaluate its core operating performance and trends. ▪ The Company’s Pro Forma Adjusted Revenue and Pro Forma Adjusted EBITDA reflect the adjustments shown on slides 35 and 36, respectively. Unadjusted EBITDA and Adjusted EBITDA (including Organic and Incremental Adjusted EBITDA) consists of income (loss), adjusted for the items included in the accompanying reconciliation. The exclusion of certain income and expense items and accounting adjustments in calculating Unadjusted EBITDA and Adjusted EBITDA can provide a useful measure for comparison of our core business before and after the potential Transaction with Legacy. The Company’s Pro Forma Adjusted Revenue, Pro Forma Adjusted EBITDA, Unadjusted EBITDA and Adjusted EBITDA (including Organic and Incremental Adjusted EBITDA) are not necessarily comparable to calculations performed by other companies and reported as similarly titled measures. These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. Unadjusted EBITDA and Adjusted EBITDA (including Organic and Incremental Adjusted EBITDA) are reconciled from the respective measures under GAAP in the attached table “Reconciliation of Non-GAAP Financial Measures.” ▪ The Company's Acquired EBITDA is an estimate of the Unadjusted EBITDA that could result from potential acquisitions by the Company and is calculated assuming that the purchase price for a potential acquisition is calculated as a multiple of unadjusted EBITDA of the hypothetical target and there are no fees and expenses incurred by the Company in the acquisition. Actual results could differ materially and adversely from the information presented and there are no assurances that any acquisitions may be completed at the prices or multiples reflected, if at all. ▪ In addition, these Non-GAAP measures exclude certain non-recurring and other charges. The exclusion of these items should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Non-GAAP Financial Measures

 

 

46 Reconciliation of Non-GAAP Financial Measures Adjusted EBITDA Historical Summary Source: Company-provided financials. | Note: A reconciliation for our 2020E Non-GAAP Measures to the most directly comparable GAAP financial measures is not included, because, without unreasonable efforts, we are unable to predict with reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these Non-GAAP Measures, including, but not limited to, (a) expenses associated with the opening, closing or moving of offices, (b) the net loss or gains on the sale of assets or associated with certain past M&A and future financing and other transactions, (c) other expenses that we do not believe are indicative of our ongoing operations, as well as (d) gains and losses related to foreign currency exchange rates. ($ in 000s) 2016 2017 2018 EBT as reported $23,769 $27,162 $48,077 Interest expenses 3,670 3,366 5,159 Non-operating income / other non-cash items 3,441 (241) (1,421) DE & IA 12,307 11,458 12,425 Unadjusted EBITDA $43,186 $41,745 $64,240 Non-recurring items: Vision 7 International Acquisiton costs 199 340 1,921 Double rent in New York before campus move - - - Eleven Gen2 bonus paid by founders' earnout - - - TNG one-off write-off for booking error - - - Eleven: Chicago Office one time opening costs - - - Total Vision 7 International add-backs $199 $340 $1,921 We Are Social Expenses related to Socialize acquisition - 225 419 FX Impact of Brexit (1,634) - - P&L Impact of discontinued SCRM Investment 28 215 - Tuck-in acquisition due diligence expense - - - FX Loss on intercompany loan - - - Total We Are Social add-backs ($1,606) $440 $419 Fuseproject Founder book publication expense - - - One-off write-off for client billable expenses - - - Total Fuseproject add-backs $0 $0 $0 Other Considerations: Public Company Cost (5,000) (5,000) (5,000) Total Adjustments ($6,407) ($4,219) ($2,660) Adjusted EBITDA $36,779 $37,525 $61,581

 

 

47 Transaction Earn-Out Terms and Conditions Earn-Out Summary Detail

 

▪ Additional incentive-based Earn-out consideration potentially payable tied to profitability of Blue Impact’s subsidiary, Madhouse ▪ The Earn-out Payment will be determined based on the average annual growth rate of Madhouse’s Adjusted EBITDA during the 3-year performance period (2020, 2021 and 2022) starting with 2019 Madhouse Adjusted EBITDA ▪ A schedule of possible Earn-out Payments is captured in the table below: (1) ▪ The total Earn-out Payment is capped at $222.0 million and is payable in 2023 following completion of the Fiscal 2022 audit ▪ The total Earn-out Payment is payable at purchaser’s option in cash, stock or a combination thereof if share price is at least $10 per share; if not, dependent upon the Company’s available cash, the Earn-out Payment is payable in cash, subordinated notes or a combination of cash and subordinated notes Source: Company-provided financials. | (1) Table does not illustrate all possible Earn-out Payments associated with Adjusted EBITDA growth rates between 5.0% and 25.0%. FY2019 –FY2022 AdjustedEBITDA Average Annual Growth Rate Total Earn-out Payment < 5.0% No Earn-out Payment = 15.0% $100.0 Million = 25.0% $222.0 Million