Revolution Acceleration Acquisition Corp.
PROPOSED BUSINESS COMBINATION: Berkshire Grey
ENTERPRISE VALUE: $2.234 billion
ANTICIPATED SYMBOL: BGRY
Berkshire Grey, a developer of integrated artificial intelligence (“AI”) and robotic solutions for e-commerce, retail replenishment, and logistics, has entered into a definitive agreement with Revolution Acceleration Acquisition Corp, to create a leading publicly listed robotics and automation solutions company with a post-transaction equity value of up to $2.7 billion.
Founded in 2013 by the current Chief Executive Officer, Tom Wagner, Ph.D., the Former Chief Technology Officer at iRobot, BG is a pure-play robotics company offering fully integrated, AI-based software and hardware solutions to automate business operations in warehouses and logistics fulfillment centers.
Roughly 5% of warehouses are automated today, which highlights the substantial market opportunity for BG’s solutions. The intellectual property supporting BG’s market-leading solutions is protected by more than 300 patent filings.
TRANSACTION
The transaction is expected to provide up to $413 million in cash proceeds, with current BG shareholders Khosla Ventures, New Enterprise Associates, Canaan Partners and SoftBank Group Corp. rolling 100% of their equity into the combined company. At closing, BG expects to have approximately $507 million cash, which will be used to fund operations and support new and existing growth initiatives, and no debt on its balance sheet.
The transaction, which has been unanimously approved by RAAC’s Board of Directors and BG’s Board of Directors, is expected to close during the second quarter of 2021 and is subject to approval by RAAC’s stockholders and other customary closing conditions.

PIPE
- Fully committed PIPE of $165 million priced at $10.00 per share.
- The PIPE is anchored by Chamath Palihapitiya, Founder and CEO of Social Capital, Hedosophia and funds and accounts managed by BlackRock.
LOCKUP
- 180 days after the Closing
NOTABLE CONDITIONS TO CLOSING
- The PIPE Investment and the Uber Note Principal Amount, is at least equal to or greater than $1,000,000,000.
NOTABLE CONDITIONS TO TERMINATION
- If the Closing has not occurred on or before August 23, 2021, the date that is 6 months after the date of the Merger Agreement.
ADVISORS
- Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor and capital markets advisor to BG and acted as sole placement agent on the PIPE
- J.P. Morgan Securities LLC is serving as exclusive financial advisor to RAAC
- Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to RAAC
- Goodwin Procter LLP acted as legal advisor to BG
- Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to Credit Suisse Securities (USA) LLC
MANAGEMENT & BOARD
Executive Officers
John K. Delaney, 57
Chief Executive Officer and Director
Mr. Delaney is a well-known entrepreneur, executive and public policy expert. From 2103 to 2019, Mr. Delaney served as a member of the U.S. House of Representatives and served on the Financial Services Committee and the Joint Economic Committee. In 2000, he co-founded CapitalSource Inc. (NYSE: CSE), a leading middle market lending business, and from 2000-2011 he served as its Chief Executive Officer and Chairman. From 1993 until its sale to Heller Financial in 1999, Mr. Delaney was the co-founder, Chairman and Chief Executive Officer of HealthCare Financial Partners, Inc. (NYSE: HCF), a provider of commercial financing to small and medium-sized healthcare service companies. Mr. Delaney currently serves as the Executive Chairman of Congressional Bancshares, Inc., a banking and lending company. Mr. Delaney received his undergraduate degree from Columbia University and his juris doctor degree from the Georgetown University Law Center.
Board of Directors
Stephen M. Case, 62
Director
Mr. Case has served as Chairman and Chief Executive Officer of Revolution LLC, an investment firm, since April 2005, as a partner of Revolution Growth II, LP, a growth-stage investment firm, since August 2011, as a partner of Revolution Growth III, LP, a growth-stage investment firm, since June 2015, as a partner of Revolution Ventures II, LP, an early-stage technology investment firm, since July 2013, as a partner of Revolution Ventures III, LP, an early-stage technology investment firm, since November 2018, as a partner of Rise of the Rest Seed Fund, LP, a Revolution early-stage investment firm, since November 2017, as a partner of Rise of the Rest Seed Fund II, LP, a Revolution early stage investment firm, since March 2019, as a partner of Rise of the Rest Real Estate Management Company, Inc. since December 2019, as a director of Sweetgreen, Inc., a food company, since December 2013, as a director of Maui Land & Pineapple Company, Inc. (NYSE: MLP), a land holding and operating company dedicated to agriculture, since December 2008, and as Chairman of Exclusive Resorts LLC, a membership-based luxury real estate company, since November 2004. Mr. Case was a director of Revolution Foods from June 2014 to July 2019, a director of Bloom Energy Corporation from July 2014 to March 2016, a director of BigCommerce Holdings, Inc. from July 2013 to October 2015, a director of Zipcar, Inc. from December 2010 to March 2013, the Chairman of Time Warner, Inc. from January 2001 to May 2003, and Chairman and Chief Executive Officer of America Online, Inc. from 1995 to January 2001 and was its Chief Executive Officer from 1993 to 1995.
Steven A. Museles, 57
Director
Mr. Museles has served as the Chief Legal Officer and Corporate Secretary of JBG SMITH Properties (NYSE: JBGS), a real estate investment trust, since July 2017. Prior to joining JBG SMITH’s predecessor in March 2017, Mr. Museles served as Chief Legal Officer and Chief Compliance Officer of Alliance Partners LLC, a credit-focused asset management firm, from August 2013 to March 2017. Prior to joining Alliance Partners, Mr. Museles served in several capacities at CapitalSource Inc. (NYSE: CSE), a specialty finance company, including as a director from January 2010 to April 2014, and as Co-Chief Executive Officer, Chief Legal Officer and Secretary. Prior to joining CapitalSource, Mr. Museles practiced corporate and securities law as a partner at the law firm Hogan Lovells. Mr. Museles received his Bachelor of Arts from the University of Virginia and Juris Doctor from the Georgetown University Law Center.
Phyllis R. Caldwell, 61
Director
Ms. Caldwell has served as a director of Ocwen Financial Corporation (NYSE: OCN), a mortgage servicing company, since January 2015. Ms. Caldwell is founder and managing member of Wroxton Civic Ventures, LLC, which provides advisory services on various financial, housing and economic development matters, a position she has held since January 2012. Previously, Ms. Caldwell was Chief, Homeownership Preservation Officer at the U.S. Department of the Treasury, responsible for oversight of the U.S. housing market stabilization, economic recovery and foreclosure prevention initiatives established through the Troubled Asset Relief Program, from November 2009 to December 2011. From December 2007 to November 2009, Ms. Caldwell was the President and Chief Executive Officer of the Washington Area Women’s Foundation. Prior to such time, Ms. Caldwell held various leadership roles in commercial real estate finance during her eleven years at Bank of America until her retirement from Bank of America in 2007, serving most recently as President of Community Development Banking. Since January 2014, Ms. Caldwell has served as an independent director of City First Bank of DC. Since October 2018, Ms. Caldwell has also served as a director of MicroVest Holdings, Inc., a registered investment advisor. From January 2014 through September 2018, Ms. Caldwell served as an independent director of American Capital Senior Floating, Ltd. (NASDAQ: ACSF), a business development company. Ms. Caldwell has also served on the boards of numerous non-profit organizations engaged in housing and community development finance. Ms. Caldwell received her Master of Business Administration from the Robert H. Smith School of Business at the University of Maryland, College Park and holds a Bachelor of Arts in Sociology, also from the University of Maryland.
Jason M. Fish, 62
Director
Since 2013, Mr. Fish has been the President of Sebastes Capital, LLC, a private investment firm. In 2011, he co-founded Alliance Partners, LLC, where he served as a director and its Chief Investment Officer until 2016. Prior to Alliance Partners, LLC, in 2000 Mr. Fish co-founded CapitalSource, Inc., together with John Delaney, where served as a director and its President, Chief Investment Officer and Vice Chairman of the Board until 2007. Previously, from 1990 to 2000 Mr. Fish worked at and from 1992 to 2000 served as a Managing Member of Farallon Capital Management, L.L.C. and Farallon Partners, L.L.C. and their affiliates (collectively, “Farallon”). At Farallon, Mr. Fish founded and led the real estate group and was involved in Farallon’s credit and private equity investments. Prior to Farallon, Mr. Fish was a Senior Vice President at Lehman Brothers Inc. Since 2014, Mr. Fish has been a director of Generate Capital, Inc., which he has advised since its founding in 2014, and since 2018 has been the Vice Chairman of Congressional Bank, where he has been a director since 2012. Mr. Fish received his Bachelor of Arts in Politics from Princeton University.
