Pivotal Acquisition Corporation

Background Pivotal Acquisition’s IPO Terms

■ Pivotal Acquisition Corporation (“Pivotal” or the “Company”) is a NYSE-listed, publicly-traded Special SPONSOR INVESTMENT: $6.35MM in exchange for 6.35MM warrants ($1.00 / warrant)
Purpose Acquisition Company (“SPAC”) created by MGG and Mr. Jonathan Ledecky (collectively, the
SPONSOR SHARES: $25,000 in exchange for 5.75MM common shares
“Sponsor”)
IPO RAISE: $230MM via sale of 23MM units for $10.00 / unit
■ Pivotal Acquisition went public for the purpose of acquiring a private company in North America
(including, but not limited to) in industries ripe for disruption from continuously evolving digital TICKERS (UNIT / STOCK / WARRANT): PVT.U / PVT / PVT.WS – all listed on the NYSE
technology and the resulting shift in distribution patterns in consumer purchase behavior (i.e.
UNIT STRUCTURE: 1 share / 1 warrant
consumer, media / entertainment, etc.)
• Convert at a 1-to-1 ratio ($11.50 strike / $18.00 call)
■ Pivotal Acquisition raised $230MM in capital via an IPO listing on January 31, 2019 and has the • 5 year duration post merger
WARRANT TERMS:
ability to raise additional capital through the issuance of equity and debt securities to be used for • Exercisable later of 30 days after the business combination close or
12 months from closing of the IPO
merger consideration and as growth capital for the acquired business
ACQUISITION PERIOD: 18 months from January 31, 2019
■ In conjunction with the SPAC formation and public listing, the Sponsor contributed $6.375 million in
exchange for 5.75 million common shares (20.0% of initial outstanding shares) and 6.35 million
Illustrative Sponsor Economics*
warrants (MGG received half of such shares and warrants)
Initial Investment No Acquisition Base Case Upside Case
■ Please see “Investment Risks” below. Rather than allocate this initial SPAC investment to all MGG
- $230MM SPAC IPO - No acquisition occurs in - Stock Price = $10.00 - Stock Price = $15.00
funds, MGG is offering a co-invest opportunity on the same terms in the Sponsor “At-Risk” - 23MM units sold to 18 months (not including - Sponsor shares represent - Sponsor shares represent
public extensions) $57.5MM of value $86.25MM of value
investment - 5.75MM shares issued to - SPAC IPO capital is - Sponsor warrants worth - Sponsor warrants worth
Sponsor returned to its approx. $6.35MM approx. $28.6MM
Investment Thesis - Sponsor made $6.375MM
at-risk investment
shareholders - MOIC: 10.0x - MOIC: 18.0x

■ Robust M&A Experience $180.0

• Mr. Ledecky is an M&A professional and has acquired more than 500 businesses in his career
$160.0
• Since the IPO launch on January 31, 2019, Pivotal has sourced over 20 investment opportunities
$140.0
■ Proven SPAC Operator
$114.85
• Mr. Ledecky has extensive SPAC experience including founding Endeavor Acquisition, which $120.0
conducted an extremely successful business combination with American Apparel in 2007
$100.0 $28.60
• Mr. Ledecky was the founder of U.S. Office Products, one of the fastest start-up entrants in the $63.85
history of the Fortune 500 with sales in excess of $3BN within three years $80.0
$6.35 $6.35
$60.0
Investment Risks
$40.0 $86.25
■ Binary Nature of “At-Risk” Capital Sponsor loses
$57.50 its risk capital $57.50
• If an acquisition does not occur in an 18 month period (not including potential extensions) $20.0 with no value
from January 31, 2019, then the current offering is deemed worthless with zero recovery value retained
and all of the “At-Risk” capital will be lost $0.0
($6.38) ($6.38) Acquisition complete (w/o any reduction
■ Potential for Reduction of Sponsor’s Shares and Warrants -$20.0 in Sponsor’s shares or warrants)

• In order to consummate an acquisition, there may be economic concessions made that will At-Risk Capital Value of Sponsor Shares Value of Sponsor Warrants
reduce the Sponsor’s share and warrant ownership thus decreasing potential returns * MGG would receive half the upside.
Note: Assumes each warrant has $1.00 of time value
• Sponsor’s shares will be subject to a standard lock-up post-transaction

FOR QUALIFIED INVESTORS ONLY 1