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dMY Technology Group, Inc. IV

dMY Technology Group, Inc. IV

Feb 17, 2021 by Matt Cianci

PROPOSED BUSINESS COMBINATION: Planet Labs Inc.

ENTERPRISE VALUE: $2.25 billion
ANTICIPATED SYMBOL: PL

dMY Technology Group, Inc. IV (NYSE: DMYQ) proposes to combine with Planet Labs Inc. (“Planet”), a provider of daily data and insights about Earth, that would give it an enterprise value of $2,250 million.

Planet is a leading provider of daily data and insights about Earth, committed to using space to help life on Earth. The combined company will retain the Planet name and be listed on the NYSE under the ticker symbol “PL” at the transaction’s close later this year.

Planet has a proven track record of success, generating over $100 million in revenue in its last fiscal year ended January 31, 2021, and currently serves more than 600 customers across 65 countries, for example:

  • In agriculture, Planet’s data helps farmers increase crop yields and revenue, decrease costs such as fertilizer use, and adopt sustainable agriculture practices.
  • Governmental organizations use Planet’s data to increase global security and transparency by monitoring threats, responding to emergencies, and enforcing local permitting.
  • In forestry, Planet’s data is used to measure and stop deforestation and to monitor sustainability initiatives.
  • In mapping, Planet’s imagery helps keep digital maps up to date as the world changes, whether through environmental effects or urban development.

Planet delivers a unique data set: a daily scan of Earth’s entire landmass. This data systematically and consistently documents change across the planet on a daily basis. Planet largely operates a subscription-based business model in which customers purchase proprietary data feeds. Planet views its one-to-many model as differentiated, as the data and analytics can be sold multiple times to multiple customers, enabling high profit margins.

TRANSACTION OVERVIEW

  • The transaction values Planet at a post-transaction equity value of approximately $2.8 billion.
  • Existing Planet stockholders will retain 77% ownership in the pro forma company and may receive up to an additional 27 million new Planet shares, depending on the performance of the share price during the five year period following the closing.
  • Additional investors have committed to participate in the proposed business combination by purchasing shares of Class A common stock of dMY IV in a private placement (the “PIPE”).
    • The $200 million PIPE investment is led by funds and accounts managed by BlackRock, with participation from Koch Strategic Platforms, Marc Benioff’s TIME Ventures, and Google.
  • After paying transaction expenses and paydown of Planet’s existing debt, the balance of the $345 million in cash held in dMY IV’s trust account (assuming no redemptions), together with the approximately $200 million in PIPE proceeds, will be used to fund operations and support new and existing growth initiatives.

dmy iv trans overview

PIPE – ADDITIONAL PIPE – LINK

  • $200M PIPE at $10.00 per share
    • Led by funds and accounts managed by BlackRock, with key participation including Koch Strategic Platforms and Marc Benioff’s TIME Ventures and existing Planet investor Google
  • US$50 million investment in dMY IV from Canada Pension Plan Investment Board and Cypress Point Investment Management

PLANET EARNOUT

  • Planet equityholders may receive up to an additional 27 million shares in earnout consideration in the form of New Planet Class A common stock or New Planet Class B common stock, as applicable (the “Contingent Consideration”).
  • The Contingent Consideration may be earned in four equal tranches
    • (x) when the closing price of New Planet Class A common stock equals or exceeds $15.00, $17.00, $19.00 and $21.00, over any 20 trading days within any 30 day trading period prior to the fifth anniversary of the Closing or
    • (y) when New Planet consummates a change of control transaction that entitles its stockholders to receive a per share consideration of at least $15.00, $17.00, $19.00 and $21.00.
  • Any right to Contingent Consideration that remains unvested on the first business day after five years from Closing will be forfeited without any further consideration.

SPONSOR EARNOUT

  • The Sponsor will agree that, as of the consummation of the Mergers 862,500 shares of New Planet Class A common Stock and 2,966,667 of the warrants to purchase New Planet Class A common stock, in each case that are held by the Sponsor will be unvested and will vest in four equal tranches
    • 215,625 founder shares subject to earnout based on achievement of $15.00 price per share,
    • 215,625 founder shares subject to earnout based on achievement of $17.00 price per share,
    • 215,625 founder shares subject to earnout based on achievement of $19.00 price per share, and
    • 215,625 founder shares subject to earnout based on achievement of $21.00 price per share any time prior to or as of the 5th anniversary of the closing of the transactions

LOCK-UP

  • In the case of shares attributable to Niccolo De Masi, Harry L. You, Darla Anderson, Francesca Luthi, Charles E. Wert, William Marshall and Robert Schingler Jr.,
    • the lock-up restrictions begin at Closing and end on the date that is 18 months after Closing
      • subject to potential early release starting at 12 months after Closing (with such early release right being triggered in the case of Niccolo de Masi, Harry L. You, William Marshall and Robert Schingler Jr., if the New Planet share price equals or exceeds $15.00 for any 20 trading days within any 30-trading day period during the relevant period
  • In the case of Darla Anderson, Francesca Luthi and Charles E. Wert, if the New Planet share price equals or exceeds $12.00 for any 20 trading days within any 30-trading day period during the relevant period).
  • In the case of shares attributable to all other Lock-Up Stockholders, the lock-up restrictions begin at Closing and end on the date that is 12 months after Closing, subject to early release starting at 6 months after Closing (with such early release right being triggered if the New Planet share price equals or exceeds $12.00 for any 20 trading days within any 30-trading day period during the relevant period).

NOTABLE CONDITIONS TO CLOSING

  • After giving effect to applicable redemptions, dMY IV having a minimum of $250,000,000 in cash available to it at Closing.

NOTABLE CONDITIONS TO TERMINATION

  • By Planet or dMY IV if the Closing has not occurred before 5:00 p.m., Eastern Time, on February 21, 2022

ADVISORS

  • Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Planet.
  • Morgan Stanley & Co. LLC and Needham & Company, LLC are acting as financial advisors to dMY IV.
  • Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC acted as co-lead placement agents for dMY IV in connection with the PIPE transaction.
  • Latham & Watkins LLP is serving as legal advisor to Planet.
  • White & Case LLP is serving as legal advisor to dMY IV.

MANAGEMENT & BOARD

Executive Officers

Niccolo de Masi, 
Chief Executive Officer and Director

Mr. de Masi is also the chief executive officer and director of dMY Technology Group, Inc., dMY Technology Group, Inc. II and dMY Technology Group, Inc. III. Mr. de Masi has been a member of the board of directors of Glu (Nasdaq: GLUU) since January 2010, and has served as chairman since December 2014, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. Mr. de Masi has been the chief innovation officer at Resideo Technologies, Inc. (NYSE: REZI) since February 2019, a member of its board of directors since October 2018, and was president of products and solutions from February 2019 until January 2020. Mr. de Masi served as the president of Essential from November 2016 to October 2018. Mr. de Masi served on the board of directors of Xura and its audit committee from November 2015 until August 2016. From 2008 to 2009, Mr. de Masi led Hands-On Mobile as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of Monstermob. Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University.

 

Board of Directors

Harry L. You, 61
Chairman

Mr. You is also the chairman of dMY Technology Group, Inc., dMY Technology Group, Inc. II and dMY Technology Group, Inc. III. Mr. You served as the executive vice president of EMC (formerly NYSE: EMC) in the office of the chairman from 2008 to 2016. From 2008 to 2016, Mr. You served as the executive vice president of EMC in the office of the chairman. In September 2016, Mr. You founded GTY (Nasdaq: GTYH), in which Mr. You served as its president, chief financial officer and director until February 2019 when GTY consummated its initial business combination, served as its president from February 2019 to May 2019 and as its chief financial officer from February 2019 through August 2019, and has served as its vice chairman since May 2019. Mr. You also served as GTY’s president from May 7, 2019 to May 20, 2019. Mr. You served as a director of Korn/Ferry International from 2004 to October 2016 and has been a trustee of the U.S. Olympic Committee Foundation since August 2016. Mr. You was chief executive officer of BearingPoint from 2005 to 2007. He also served as BearingPoint’s interim chief financial officer from 2005 to 2006. From 2004 to 2005, Mr. You served as executive vice president and chief financial officer of Oracle (NYSE: ORCL), and was also a member of the board of directors of Oracle Japan. From 2001 to 2004, Mr. You served as chief financial officer of Accenture. Mr. You also previously spent fourteen years on Wall Street, including serving as a managing director in the Investment Banking Division of Morgan Stanley, where he headed the Computer and Business Services Group. Mr. You has served as a member of the board of directors of Broadcom Inc. (Nasdaq: AVGO) since January 2019. Mr. You holds an M.A. in Economics from Yale University and a B.A. in Economics from Harvard College.

Darla Anderson, 61
Director 

Ms. Anderson is an Academy Award and Golden Globe winning feature film producer. From 1993 to March 2018, Ms. Anderson was a producer at Pixar Animation Studios, where she produced films such as “Coco,” “Toy Story 3,” “Cars,” “A Bug’s Life,” “Monsters, Inc.” Following her tenure at Pixar, Ms. Anderson joined Netflix as a producer. Ms. Anderson was elected to the Producers Council Board of the Producers Guild of America in July 2008. Prior to joining Pixar, Ms. Anderson worked with Angel Studios as the executive producer of their commercial division. Ms. Anderson has served as a member of the board of directors of Glu (Nasdaq: GLUU) since March 2019 and is currently a director of dMY Technology Group, Inc., dMY Technology Group, Inc. II and dMY Technology Group, Inc. III. Ms. Anderson holds a Bachelor of Arts degree in Environmental Science from San Diego State University.

Francesca Luthi, 45
Director 

Ms. Luthi currently serves as the executive vice president and chief communications and marketing officer at Assurant, Inc. since 2016. After joining Assurant in 2012, Ms. Luthi was the senior vice president of investor relations, marketing and communications from 2014 until 2015. Prior to joining Assurant, Ms. Luthi served as the senior vice president of corporate communication and investor relations at Accretive Health. Before this, Ms. Luthi held senior-level investor relations and communication roles at BearingPoint and Accenture. Ms. Luthi also helped establish the investor relations department at Omnicom Group after serving as a financial analyst in the Investment Banking Division at Morgan Stanley. Ms. Luthi is currently a director of dMY Technology Group, Inc., dMY Technology Group, Inc. II and dMY Technology Group, Inc. III. Ms. Luthi holds a Bachelor of Science degree in Economics from Georgetown University’s School of Foreign Service.

Charles E. Wert, 76
Director 

Mr. Wert has served as a director and chairman of the audit committee of GTY (Nasdaq: GTYH) since completion of its initial public offering in 2016. From 2014 to 2016, Mr. Wert served as the vice chairman and as a director at Evercore Trust Company, N.A., or Evercore, which he formed and organized and was previously the president and chief executive officer from 2009 to 2014. Prior to joining Evercore, Mr. Wert served as an executive vice president and senior trust officer of U.S. Trust Company N.A. for over 20 years. Mr. Wert also founded United Mercantile Bank and Trust Company and served as its president and senior trust officer from 1982 until 1987. Mr. Wert is the principal of Fiduciary Resolutions, where he has been a fiduciary expert since June 2016, providing expert witness services and analysis as well as reviewing corporate governance and other processes use by fiduciaries. Mr. Wert is currently a director of dMY Technology Group, Inc., dMY Technology Group, Inc. II and dMY Technology Group, Inc. III. Mr. Wert holds a bachelor’s degree in Business Administration and Finance from California State University at Los Angeles.

ByMatt Cianci