M I Acquisition, Inc.

PROPOSED BUSINESS COMBINATION

CURRENT FUNDS in TRUST: $ 55.1 million (as of December 31, 2017)

CURRENT PER SHARE REDEMPTION PRICE: $10.30

ENTERPRISE VALUE: $1,003.0 Million 

M I Acquisitions, Inc. (“M I”) proposes to acquire all of the outstanding equity interests of Priority Holdings, LLC (“Priority”), a leading provider of B2C and B2B payment processing solutions.

 Priority Holdings Highlights:

• Founded in 2005, Priority is a leading provider of consumer and commercial payment solutions, processing over $39 billion of electronic payments in 2017
• Since 2015, Priority has grown net revenue and Adjusted EBITDA at compound annual growth rates of 13% and 16%, respectively
• Currently, Priority is the 7th largest non-bank merchant acquirer in the United States.(1)
• Differentiated through purpose built technology, including:
  • MX platform for B2C payments provides merchants a fully customizable suite of business management solutions
  • CPX platform for B2B payments, including CPX Gateway, provides businesses a complete suite of AP automation and electronic payment options to digitize commercial payments
• Recurring, transaction-based revenue
• Free cash flow conversion rate of 90%+ in 2017(2)
• Attractive track record, with multiple avenues for future growth:
  • Organic: inherent growth of B2C and B2B electronic payments growth; new clients; new products and services
    Accretive acquisitions
  • Led by payment and technology industry veterans
• Priority’s current equityholders are expected to own over 90% of the combined company
• Anticipated initial enterprise value in excess of $1 billion, implying a 12.5x multiple on forecasted 2018 pro forma Adjusted EBITDA(3)

(1) Source: Nilson Report; adjusted to reflect recent merger of two non-bank acquirers.
(2) Free cash flow conversion is defined as (Adj. EBITDA – CAPEX) / Adj. EBITDA.
(3) Anticipated initial enterprise value based on cash in trust price of $10.30 per share (not including interest earned on the trust account and any funds deposited in the trust account to extend the time M I has to complete a business combination) and expected cash and debt balances at close.

**Cowen and Company acted as exclusive strategic and financial advisor to Priority Holdings, LLC; Chardan acted as exclusive advisor to M I.