5.10

2.60

1.80

2.15

3.30 3.75

4.50 - logo

0.15

0.15

5.10

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 forwardlooking 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.

2

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

Retain and provide future incentives for management

Holds $155 million of cash plus access to additional debt and equity capital as needed

Creates public currency for future transactions

Monetize a meaningful portion of owners’ current stake

Seeks to merge with a company with enterprise value of $150 million to $1 billion+

Access to capital for growth or debt reduction

Pricing certainty versus IPO process Maintain upside through the postmerger public stock

3

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

4

Industry Sector Focus

Technology

Media

Industrials

Consumer / Retail

Financial Services

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

5

Experienced Management Team, Directors and Advisors Name

William Kerr (Chairman)

Paul Zepf (CEO)

Past and Present Companies (Roles)

Industry Expertise

Specialty

Years of Experience

•  Media •  Marketing •  Consumer products

•  Senior management •  Team Building •  Consultant

40+

•  •  •  •  • 

•  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

•  Alterra Bermuda (President) •  Harbor Point (CFO, President) •  Axis Capital Holdings (CFO)

•  Financial services

•  Insurance •  Investment

30+

•  GreyCastle Life Reinsurance •  Blue Capital Reinsurance Holdings

30+

•  Sheridan Group •  Berkshire Manufactured Products •  Select Staffing Corp. •  Rensselaer Polytechnic Institute •  Whirlpool Corp. •  Massachusetts Business Roundtable

•  •  •  • 

Arbitron Inc. (CEO) Meredith Corp. (CEO) New York Times Company (Group President) McKinsey & Company

Andrew Cook (CFO)

Gary DiCamillo (Vice Chairman)

Selected Board Experience

•  •  •  •  • 

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

The Interpublic Group Penton Media Whirlpool Principal Financial Group StorageTek

6

Experienced Management Team, Directors and Advisors Name

Pano Anthos (Director)

Jeffrey Weiss (Director)

David Chamberlain (Advisor)

Neal Goldman (Advisor)

Michael Johnston (Advisor)

Past and Present Companies (Roles)

•  •  •  •  • 

Eaglepoint (Partner) GatherEducation (Co-Founder) Guided Launch (Founder) Hangout Industries (Founder) Clearcross (Founder)

•  DFC Global (CEO) •  Bear Stearns (MD) •  Country Living Magazine (Founder)

Industry Expertise

Specialty

Years of Experience

Selected Board Experience

•  Digital transformation •  e-commerce •  Education •  Gaming

•  Entrepreneurship •  Tech solutions •  Marketing

25+

•  FCA International

•  Financial industry •  Publications

•  Senior management •  Investment •  Consolidations

30+

•  DFC Global

•  •  •  •  • 

Eaglepoint (Managing Partner) Stride Right Corp. (CEO) Genesco (CEO) Shaklee Corp. (CEO) Nabisco Brands (Senior Management)

•  Consumer products •  Food products

•  Senior management •  Investment

40+

•  •  •  •  •  • 

•  •  •  • 

Eaglepoint (Partner) CommonAngels Ventures (Limited Partner) Skype (Chief Legal & Regulatory Officer) 3Com (Chief Legal & Administrative Officer)

•  Technology

•  Legal •  Business

25+

•  Nets, Inc •  US Robotics

•  Industrial •  Automotive

•  Senior management

30+

•  Whirlpool •  Dover Corp. •  Armstrong World Industries

•  Eaglepoint (Partner) •  Visteon Corporation (CEO) •  Johnson Controls, e-Business (Corporate President)

Eddie Bauer Papyrus Wild Oats Mrs. Fields US Chamber of Commerce WGBH Board of Advisors

7

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:

•  •  •  • 

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

Organic growth Strategic acquisitions Pay down existing debt Geographic expansion

8

Merger Partner Considerations

Illustrative GPAC Solutions for Merger Partner

1

Company looking to sell greater stake than would be possible in typical IPO (up to 80% or more)

2

Private equity sponsor seeking liquidity, public valuation and a value-added partner for a portfolio company

3

Owner / Entrepreneur seeking liquidity and public currency for future growth / estate planning with the potential for retention of upside through continued ownership stake

4

Public or private companies looking to divest or spin-off assets while seeking price certainty, retained upside, and speed not available in typical IPO

5

Smaller companies seeking to merge in order to gain enough scale to achieve an appropriate public market valuation

10

GPAC Structural Advantages

§  GPAC can structure any mix of cash, stock or hybrid securities as payment

ü

Structuring flexibility

ü

Reporting flexibility

§  As the transaction will involve a merger proxy instead of an S-1 filing, there is a greater ability to include

ü

Tax-efficiency

§  GPAC can carry out a tax-free transaction

ü

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

ü

Additional capital

§  Sellers can participate in future growth through shared upside §  GPAC can accommodate multiple selling shareholders’ needs in a single transaction

projections and other descriptions to properly articulate the story to investors

traditional IPO §  Negotiated pricing versus the uncertainty of a traditional IPO

§  Access to third party and additional public capital at closing if GPAC’s cash proceeds in the trust are insufficient

11

The Alternative IPO – Ability to Monetize a Position in a Private Company

Private company finds barriers in executing a traditional IPO

§  Uncertainty on price

GPAC Solution

Better ability to report projections and tell the full story via a merger proxy statement

§  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

Process that is not as sensitive to market conditions

Monetizing owners’ stake with more certainty on price

§  Earn-out provisions not typically possible §  Subject to vagaries of changing market conditions

Ability to execute in a cheaper, more timely, and less disruptive manner to the business

12

Private Equity Solutions

The GP is working with one or more of the following issues

GPAC Solution

Relative ease of process along with a price certainty

§  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

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

§  Rapid liquidity versus a traditional IPO is desired Process with tax flexibility and possibility for earn-outs

13

Corporate Divisional Spin-out

A Corporation Seeks to Spin-out a Division

§  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

GPAC Solution

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

14

Achieving Scale in a Merger

Owners looking to seize consolidation opportunities

§  Owners lack the capital or ability to fully take advantage of sizable merger consolidation opportunities

GPAC Solution

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

§  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

Telling a complex story and focusing on extended IR campaign

Ownership preserves participation in upside

Ability to tolerate concurrent merger versus an IPO

15

Public Company Requires Additional Equity Capital

Traditional sources of additional equity are not available

GPAC Solution

Cash in trust available at closing of deal

Additional debt or equity capital available as needed

§  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 Restructuring of company’s shareholder base

Provide essential capital for growth and repayment of debts

16

Appendix SPAC 101

How Does a SPAC Work?

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

Listed “SPAC”

Target company

Listed ‘successor’ company

Equity check

Target operating company with debt and equity

Publicly listed operating company with debt and equity

Ideal sponsors

Ideal targets

ü Successful team of ‘deal makers’ and/or 'operators’

ü Viable IPO candidates ‘in their own right’

ü Long track record of value creation

ü Companies that seek

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

‘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

acquisition

Deutsche Bank

18

The Equilibrium of the SPAC Structure Benefits to sponsors §  Opportunity to monetize proprietary deal flow in

Benefits to sellers §  ‘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

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 investors §  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

19

Considerations Associated with SPACs 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 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%

+

Dilution from Warrants and Sponsor Promote Recent 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

20

Illustrative SPAC Acquisition Timeline Negotiation / Documentation

A de-spacing process will typically take around 3 months from the time of announcement to closing

–  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

4-6 weeks

Marketing –  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

2-3 months

2 weeks

Regulatory review

Shareholder approval

–  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

–  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 21

Key Acquisition Timeline Considerations Key milestones

–  Under NDA, prior to announcement, meet with a combination of existing

shareholders and prospective investors

Prior to announcement: –  speak to investors

under NDA regarding proposed transaction

Sound the market

market –  “Third party validation”

Announcement day: –  investor call –  file roadshow

presentation

–  Feedback is valuable and will shape how the acquisition is communicated to the

–  File proxy or tender documents shortly after announcement to expedite process

Early momentum is critical

–  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

Marketing period:

–  Roadshow to investors immediately post announcement

–  file proxy or tender

documents –  meet with new and existing investors –  conference calls –  update filings as needed –  maintain flexibility

Deal marketing

–  Focus on natural, fundamental owners for the new company –  Visit with existing shareholders to get their support as well

–  Important to stay in front of shareholders throughout process

Process can be iterative

–  Financials will be updated, as required –  Keep marketing

Complete acquisition

–  Goal is to have shares trading at a premium to cash in trust

Investor “approval”

–  As a result of the marketing, shareholders may be different than at the time of the

announcement or the IPO as shares will recycle

22