The challenge that Romeo faces is one of supply and demand. But in the company's earnings report, that was lowered to between $18 and $40 million. The SPAC has big plans in the commercial EV battery technology market and a long list of potential customers . Most of these factors are outside RMGs and Romeos control and are difficult to predict. 2 Truck OEM Companies include Volvo, Paccar, Traton and Navistar . The merger has it taking over RMG Acquisition while also changing RMG stock to RMO stock. Aggregate value based on current trading value ; revenue and EBITDA estimates based on Romeo September 2020 Investor Presentation 2. Truck Component Median 3 Truck OEM Median 4 At Deal 1 At Deal 1 At Deal 1 At IPO 2 At Deal 1 Truck OEM Median 4 $3.2 $2.1 $2.8 $1.4 $5.8 $1.2 $0.4 $0.5 $1.1 $84.8 $7.2 NA NA NA $196 $602 $286 $188 $600 $213 2024E Revenue ($Bn) / EBITDA ($mm) Consensus Estimates Truck Component Median 3 Consensus Estimates At Deal 1 At IPO 2 At Deal 1 $.1 At Deal 1 At Deal 1 At Deal 1 At Deal 1 NM $2.2, 49 Leading the Way Towards Electrification of the Global Transportation Industry Leader in Battery Technology Enabling Zero Emissions at Scale Leading the Charge in Green Energy Accessibility. 2 Through JV with BorgWarner Addressable Market Based on IHS - Markit 1 North America and Europe Commercial Vehicle +7mm vehicles sold annually ~$225Bn Global Commercial Vehicle 2 ~$665Bn +17mm vehicles sold annually Class 1 Class 2 Class 3 Class 4 Class 5 Class 6 Class 7 Class 8 Commercial Vehicle Market, 19 Accelerating Electrification of Vehicles All vehicles classes are rapidly shifting towards electric Projected Global Passenger Car EV vs. ICE Sales Growth ( 2020E - 2040E) 0 10 20 30 40 50 60 70 80 90 EV Sales ICE Sales Units (mm) 12+ U.S. States announced plans to make every new medium - and heavy - duty vehicle sold within their borders fully electric by 2050 Source: Morgan Stanley Research The Global Auto Climate Opportunity: Is Your Car Company 'CLEAN '? (August 10, 2020) Regulatory developments driven by consumer / societal pressures to reduce CO2 are helping drive rapid adoption of zero emission vehicles California proposed worlds first zero - emission sales mandate on commercial trucks, including 40% of trucks sold to be zero - emission by 2035 and 100% by 2045 Between 2025 - 2029, European Union fleet - wide average CO2 emissions must be 15% lower compared to 2019 levels; By 2030 they must be 30% lower, 20 Secured Partnerships and Committed Revenue in the CV Space Addressable Market Opportunity with $ 310mm in Committed Revenue and Significant Upside Opportunity The worlds largest logistics players committed to electric fleets Walmart has committed to reducing emissions by 18 % by 2025 Amazon has committed to being carbon neutral by 2040 Buying 100,000 electric vans The USPS is electrifying the majority of its 200,000 vehicle fleet UPS has placed orders for 10,000 electric delivery vehicles DHLs Mission 2050 targets zero - emission logistics by 2050 operate 70% of pick - up and delivery services with clean solutions IKEA is targeting 100% electric global deliveries by 2025 Republic Services o rdered 2,500 BEV waste trucks from Nikola with deliveries targeted in 2023 Virtually all major OEMs have announced electric vehicle programs LR Refuse, Refuse, Testing 2020 AEOS, Class 7 Truck, Announced Production 2020 Z.E. Information on acquisition, funding, investors, and executives for Romeo Power. 312-445-2870 Romeo Power stock went public via an IPOed SPAC transaction sponsored by RMG Acquisition Corp. in Feb. 2019. Information on acquisition, funding, investors, and executives for Romeo Power. On . POS AM. 11 Romeo Power at a Glance (Contd) Core Product Offering Core Business: Battery Modules and Packs Romeo Orion Pack Series Romeo Apollo Pack Series Romeo Hermes Module Market: SH BEV powered truck Range of up to 300 miles Leverage existing Hermes modules Market: LH BEV powered truck Range of up to 900 miles Leverage existing Hermes modules Market: SH BEV powered truck Range of up to 500 miles Configurable Hermes modules Specialty Trucks and Bus Heavy Duty Long Haul Trucks Medium Duty Short Haul Trucks Romeos Industry Leading Battery Packs are Manufactured in Los Angeles, 12 $50mm investment in Romeo in 2019 BorgWarner Inc. is a global tier 1 automotive supplier with world - class manufacturing, engineering and technology development expertise BWA has annual revenue of approximately $10Bn, over 60 manufacturing facilities globally and deep relationships across the global vehicle customer universe and supply chain BWA has a rapidly growing alternative propulsion portfolio including industry - leading power electronics and EV drivetrain components Global Production & GSM Other Key Partnerships World Class Strategic Partnerships Strategic partnerships significantly reduce execution risks and deliver competitive advantages Early strategic and financial backer of Romeo and PIPE participant Heritage Environmental Services ( Heritage) is a leader in the environmental, waste management and recycling services industry with an extensive history of managing / recycling all battery types for thousands of customers Focus on sustainability and reuse of applications Deep expertise in materials and environmental solutions The Heritage Group and affiliates own 31.6% of Heritage Crystal Clean ( NASDAQ:HCCI), a well - established leader in environmental services Romeo will work with leading BEV OEMs to convert 500 diesel trucks owned by Heritage and its affiliates to BEV Environmental Management, 13 Translates to Robust Demand for Romeo Solutions From Incumbents and New Entrants Romeo Solves the Key Challenges of Electrification Market Share of Class 8 Truck Manufacturers in North America, Based on IHS - Markit Safety Real - time diagnostics and proprietary BMS algorithms to optimize safety Efficiency versus traditional internal combustion engines Lower total cost of ownership Greenhouse gas emissions in battery production, and recycling of batteries Lower emissions and adherence to environmental regulations Faster time to market for large - scale fleets High program development costs Key Barriers Key Benefits Among the most exhaustive safety testing in the industry with proprietary safety design methods validated by third party certification companies Battery technology designed for extended life and lower total cost of ownership Robust second life recycling program alongside world - renowned environmental partner, The Heritage Group Highly flexible battery pack architecture to enable rapid adaptability to and scalability of global fleets today, as well as continuous innovation deployment Romeo Customers Represent ~68% of N.A. Nikola Completes Acquisition of Romeo Power, Nikola 2025E Rev. This presentation (the "presentation") is for informational purposes only and does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any equity, debt or other financial instruments of RMG Acquisition Corp. ("RMG") or Romeo Systems, Inc. ("Romeo") or any of their respective affiliates. Joe Caminiti or Ashley Gruenberg Romeo Power For Investors ICR, Inc. RomeoPowerIR@icrinc.com For Media ICR, Inc. RomeoPowerPR@icrinc.com RMG Acquisition Corp. Philip Kassin Chief Operating Officer pkassin@rmginvestments.com 212 . Download PDF . You are cautioned not to place undue reliance upon any forward - looking statements. You can sign up for additional alert options at any time. After submitting your request, you will receive an activation email to the requested email address. The communication of this presentation is restricted by law; it is not intended for di str ibution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. Neither RMGs nor Romeos independent auditors have studied, reviewed, compi led or performed any procedures with respect to the projections for the purpose of their inclusion in this presentation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect ther eto for the purpose of this presentation. By providing your email address below, you are providing consent to Romeo Power to send you the requested Investor Email Alert updates. This presentation does not purport to contain all of the information that may be required to evaluate a possible investment decision with respect to RMG, and does not constitute investment, tax or legal adv ice . Prospectuses and Registrations Filter. Stockholders UPDATED, Romeo Stockholders Tender Reminder: Process & Instructions for How We obtained this information and statistics from third - party sources, including reports by market research firms and company filings. 3 Since IPO + Additional Upside: Romeo valuation does not include BWA JV revenue opportunity Years After IPO T+3 T+4 T+5 Wall Street Estimates 2013E 2014E 2015E Revenue $ 1,846 $ 2,153 $ 2,717 EBITDA $ 196 $ 286 $ 436 % Margin 11 % 13 % 16 % EV / Revenue 0.8 x 0.7 x 0.6 x EV / EBITDA 7.9 x 5.4 x 3.6 x Years After De - SPAC T+3 T+4 T+5 Mgmt Projections 2023E 2024E 2025E Revenue $ 1,414 $ 3,226 $ 5,640 EBITDA ($ 66) $ 213 $ 666 % Margin NM 7 % 12 % EV / Revenue 2.4 x 1.0 x 0.6 x EV / EBITDA NM 15.6 x 5.0 x Attractive valuation 3Y Forward Revenue Multiple Current 5.4 x At Deal 2.4 x $ 0 $ 40 $ 80 $ 120 0.0 x 5.0 x 10.0 x 15.0 x Mar-20 Apr-20 May-20 Jun-20 Jul-20 Aug-20 Sep-20 Nikola Share Price EV / Revenue Share Price EV / Revenue EV / Revenue At Deal Median EV / Revenue 5.4 x 9.7 x 2.4 x, 46 25.7x 5.4x 2.5x 7.7x 6.5x 4.8x '22E '23E '24E '22E '23E '24E Valuation Benchmarking Enterprise Value / Revenue Enterprise Value / Revenue 11.1x 2.4x 1.0x 2.5x 0.8x 0.7x 3.2x 1.1x 0.5x 0.6x 0.3x 0.2x 5.6x 2.2x 1.3x NM NM 237.2x '22E '23E '24E '12E '13E '14E '22E '23E '24E '22E '23E '24E '22E '23E '24E '22E '23E '24E Hyliion at Deal Lordstown at Deal Tesla at IPO Nikola at Deal Romeo Power Sources: Company materials, Capital IQ as of September 30, 2020 1 Truck Component Companies assumes median of Cummins , Allison, Meritor and Dana. It's led by president and CEO Lionel E. Selwood, Jr. Selwood only recently took on the CEO role but has been serving. . Wh en used in this presentation, words such as pro forma, anticipate, believe, continue, could, estimate, expect, intend, may, might, plan, possible, potential, predict, project, should, strive, w oul d and similar expressions may identify forward - looking statements, but the absence of these words does not mean that a statement is not forward - looking. 4 AN OPPORTUNITY TO INVEST IN LEADING TECHNOLOGY POWERING THE COMMERCIAL VEHICLE ELECTRIFICATION REVOLUTION We are A Leader in Battery Technology with Industry Leading Hardware , Software and Thermal Management Attractive and Large Commercial Vehicle TAM World Class Partnerships and Strategic Players Fully Produced in North America Blue Chip Customer Base, 5 Transaction Summary Romeo and RMG combination to publicly list a dynamic, innovative battery technology company Romeo Team Proposed Transaction Overview Romeo Systems, Inc. (Romeo ) is an industry leader in the design and manufacturing of energy - dense lithium - ion ( Li - ion) battery packs and modules, focused on the electrification of commercial vehicles globally Romeo to combine with RMG Acquisition Corp. ( RMG, NYSE : RMG), a publicly listed special purpose acquisition company with ~$ 234mm cash held in trust 1 and a focus on disruptive technologies in the energy and industrial areas Robert Mancini, CEO, and Phil Kassin, President and COO, from RMG to join Romeo Board, adding their substantial business, financial, legal and public board experience to the governance and operations of the company Transaction reflects a $900mm pre - money equity valuation for Romeo, representing a highly attractive opportunity to invest in a leader in commercial vehicle electrification Romeo to receive ~$340mm cash at closing to fund its attractive growth opportunities 2 Romeo will use proceeds from the Transaction as growth capital primarily to fund expansion of production capacity; working capital to support increasing production demand; and substantial R&D activities devoted to developing the next generation of battery systems technology All - primary transactio n; existing Romeo shareholders, including management and strategic partner BorgWarner (BWA), are rolling virtually 100 % of their equity and collectively are expected to own 67% of the pro forma company at closing $1.3Bn post - money Equity Value $993mm Enterprise Value, with no material debt outstanding at closing Represents 1.3x EV / 2023E Revenue, a highly attractive entry multiple relative to peer group Robert Mancini Chief Executive Officer Lauren Webb Chief Financial Officer 1 As of July 31, 2020. Stockholders, potential investors and o the r interested persons should read the proxy statement/prospectus carefully when it becomes available before making any voting or investment decision. Through its suite of advanced hardware, combined with its innovative battery management system, Romeo Power delivers the safety, performance and reliability its customers need to succeed. Completes Exchange Offer to Acquire Romeo Power Common Stock, Romeo . Additional risks and uncertainties are identified and discussed in RMGs reports filed with the SEC. Download PDF . ft. State - of - the - art manufacturing facility located in Los Angeles, California Strategic Investor and JV partner PATENTED TECHNOLOGY & LONG - TERM ENERGY INNOVATION ROAD MAP Protected future as market leader in battery design and manufacturability and cutting - edge battery management system BUILT BY MARKET LEADING EXPERTISE Assembled elite team of more than 60 battery - specific engineers and manufacturing experts dedicated to advancing the global frontier of electric vehicle energy technology LEADING EDGE TECHNOLOGY AT COMPETITIVE TOTAL COST OF OWNERSHIP Modular design drives scalability while allowing ability to efficiently configure and customize to individual customer needs; flexible and efficient manufacturing process BATTERY MANAGEMENT INTELLIGENCE Battery Management System (BMS) with proprietary algorithms optimizes safety, industry leading performance and longevity Romeo Partnership with BorgWarner Significantly De - Risks Production Execution $765mm $1.2Bn $1.6Bn 2023E Rev. The first of these is energy density which determines how far a vehicle will go on a single charge. You must click the activation link in order to complete your subscription. By providing your email address below, you are providing consent to Romeo Power to send you the requested Investor Email Alert updates. Forward - looking statements include, without limitation, statements regarding the estimated future financial performance, financial position and financial impacts of the Business Combination, the satisfaction of closing cond iti ons to the Business Combination and the PIPE investments, the level of redemption by RMGs public stockholders, the timing of the completion of the Business Combination, the anticipated pro forma enterprise value, revenues and EBITDA of the combined company following the Business Combination, anticipated ownership percentages of the combined companys stockholders following the potential transaction, and the business strategy, plans and obj ectives of management for future operations, including as they relate to the potential Business Combination. Forward - looking statements included in this presentation speak only as of the date of this presentation. These forward - looking statements involve significant risk and uncertainties that could cause the actual results to differ materi ally from the expected results. Lion is a leader in the design, development, manufacturing, and distribution of purpose-built all-electric medium and heavy-duty urban vehicles. RMG Romeo Power LIve Investor Presentation and Q&A - YouTube RMG Acquisition Corp & Romeo Power are set to merge in a SPAC deal by the end of Q4 2020. We do not intend our use or display of other companies tr ademarks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Romeo has ~150 employees and more than 60 battery-specific engineers and a 113,000 square foot manufacturing facility in Los Angeles, California. BWA holds 60% JV equity ownership to Romeos 40% Cements partnership with the worlds preeminent vehicle supplier to accelerate Romeos global growth and bolsters operational execution BWA Commercial Relationship BWA provides design, engineering, manufacturing, sales and services expertise to Romeo and to the Romeo / BWA JV Provides flexibility for both entities to rapidly scale operations in highly capital efficient manner while maintaining high levels of product quality Romeo Partnership with BorgWarner Significantly De - Risks Production Execution 1 Market cap as of September 30, 2020, 22 Strategic Joint Venture with BorgWarner (Contd) Aligned key objectives and responsibilities within the JV JV Ownership Contribution of Technology, Services and Expertise JV Ownership Contribution of Services and Expertise Operational Responsibilities Design and develop new technology >> Romeo CTO is Chief Engineer Support customer acquisition efforts >> technical sales, costing, quoting Guide supplier selection / qualification >> vet potential suppliers, conduct site visits and quality audits Perform Application Engineering Services / Engineering Studies Operational assets / personnel : Chief Engineer, Technical Sales, Design Engineers; Testing Resources (Cell Characterization, Safety, Reliability, and Validation) Contributions / ongoing support of JV: R&D in JV Field of Use Romeo Power Purview within the JV Contributions / ongoing support of JV Space in existing manufacturing facilities worldwide Global supply chain and supplier quality organization Leveraging vendor base for best material costs Manufacturing engineering and automotive quality systems expertise Access to existing OEM customers for cross - selling Back office support for JV operations BorgWarner Responsibilities Operational Responsibilities Produce Romeo products on global scale Lead sales , BD, and account management for LV globally and CV markets outside North America Provide in region applications engineering support and field support Operational assets / personnel : General Manager, EU Sales Team, Global Supply Chain Management, Production Expertise JV Responsibilities Joint Venture Light Vehicles & CVs < 20k lbs CVs > 20k lbs outside N.A. In the interim, Heritages current recycling customers will provide the batteries for recycling. Romeo Power is an industry leading energy technology company focused on designing and manufacturing lithium-ion battery modules and packs for commercial electric vehicles. RMO@alpha-ir.com. Factors that may cause such differences include, but are not limited to: (1) RMGs ability to complete th e Business Combination or, if RMG does not complete the Business Combination, any other initial business combination; (2) satisfaction or waiver (if applicable) of the conditions to the Business Combination, including with respect to the approval of the stockholders of RMG; (3) the ability to maintain the listing of the combined companys securities on the New York Stock Exchange; (4) the inability to complete the PIPE investments; (5) the risk that the Business C ombination disrupts current plans and operations of RMG or Romeo as a result of the announcement and consummation of the transaction described herein; (6) the ability to recognize the anticipated benefits of the Business Comb ination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management a nd key employees; (7) costs related to the Business Combination; (8) changes in applicable laws or regulations and delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approva ls required to complete the Business Combination; (9) the possibility that Romeo and RMG may be adversely affected by other economic, business, and/or competitive factors, including the COVID - 19 pandemic; (10) the outcome of any legal proceedings that may be instituted against RMG, Romeo or any of their respective directors or officers following the announcement of the Business Combination; (11) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments; and (12) other risks and uncertainties indicated from time to time in the preliminary prox y statement of RMG related to the Business Combination, including those under Risk Factors therein, and other documents filed or to be filed with the Securities and Exchange Commission (SEC) by RMG.
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