Fwd: Investment Opportunity - Grab Series H Preferred Shares

Dear Limited Partners,

We are pleased to present you with a discretionary co-investment opportunity in Grab, the leading ride-sharing platform in Southeast Asia. Blocktree has formed a special purpose vehicle ("SPV") to invest in this opportunity outside of our primary blockchain-focused fund. This is a fast moving process with commitments for the Series H Preferred Shares due this Friday, June 29th and funding taking place in mid-July. Please let us know if you are interested in learning more, and we can share our more detailed due diligence.

GRAB INVESTMENT OPPORTUNITY

Brief Overview

" Grab is the overwhelmingly dominant ride-sharing asset in Southeast Asia, having acquired Uber's assets in the region on March 26, 2018.

• Given the single digit penetration of ride-sharing in the region, Grab enjoys powerful secular trends and is exhibiting triple digit growth rates across multiple KPIs (i.e. gross bookings, average rides, monthly user growth, etc.)

• The company is backed by a premier group of investors including Uber, Softbank, Didi, Toyota, Tiger Global, Coatue, and Hillhouse, among others; Toyota is investing $1 billion into this round

• Grab is parlaying its success in ride-sharing into other lines of business, such as food delivery and financial services (GrabFood and GrabPay)

• Management and its investors believe Grab has the potential to IPO on a US stock exchange at a significantly higher valuation in late 2020 / early 2021

Securities:

• $1.5 billion Series H Preferred Shares in Grab Holdings, Inc.

• Valuation of $9.25 billion pre-money / $10.75 billion post-money

• The investment will be made into Class A Shares of Blocktree Private Opportunities LLC, which will in turn invest in a feeder vehicle, Silvershore Internet Opportunities IV LP, which directly owns the Series H Preferred Shares

Fees / Min Investment:

• Minimum Investment: $100k

• Typical private equity / venture capital fee structure:

• For Current Blocktree LPs: 1.5% management fee / 15.0% carried interest stepping to 25.0% above 2.5x multiple-of-money

• For Other Investors: 2.0% management fee / 20.0% carried interest stepping to 30.0% above 2.5x multiple-of-money

Highlights:

• Dominant ride-sharing market share across Indonesia, Singapore, Vietnam, Philippines, Malaysia, Thailand, Cambodia, Myanmar-Burma with nearly 100% market share in all regions post-Uber merger (the exception is in Indonesia where the Company has 57% market share in a duopoly with Go-Jek)

• Monthly user growth, GMV and average rides per day grew at 156%, 160%, and 207% year-over-year, respectively in Q4'17 for Grab standalone

• Southeast Asia has a large and underdeveloped internet ecosystem with <2% e-commerce penetration and 385 internet users, 2nd only to China and India

• New business units, GrabFood and GrabPay, offer significant optionality to investors. GrabFood is projected to have 290k restaurants on its platform, 150 million annualized orders and $717 million of GMV by Q4'18 (this includes UberEats which was part of the merger).

• While the business is currently free cash flow negative, we believe the Grab-Uber merger is a catalyst for positive profit inflection. In Russia and China, ride-sharing markets recently morphed into monopolies through M&A, and the successor businesses have been able to quickly achieve profitability

• Strategic investor base includes Uber (largest shareholder and board member), SoftBank (second largest shareholder and board member), Tiger, Coatue, DiDi, Hyundai, Toyota

• 2018E gross volume of $5.5 billion and $1.3bn of net revenue

• Potential to IPO on a U.S. stock exchange by 2H'20-1H'21

Final Commitments:

• Verbal commitments due by 5pm ET on Friday, June 29th / Call for Cash Early-to-Mid July

Best,
Ben

Benjamin Forman
Managing Partner

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