Dragoneer Growth Opportunities Corp. II
PROPOSED BUSINESS COMBINATION: Cvent
ENTERPRISE VALUE: $5.3 billion
ANTICIPATED SYMBOL: CVT
Dragoneer Growth Opportunities Corp. II proposes to combine with Cvent, a market-leading meetings, events, and hospitality technology provider.
The transaction values Cvent at an initial enterprise value of $5.3 billion. The transaction will provide Cvent with $801 million in cash which will enable the company to accelerate product innovation, increase research and development, reduce debt, and expand go-to market activities to capitalize on its leading position in the $30 billion market for in-person, virtual, and hybrid events. Cvent’s growing global customer base, proven track record of success over more than two decades, and established platform position the company for substantial expansion.
Cvent is a leading meetings, events, and hospitality technology provider with nearly 4,000 employees and more than 200,000 users worldwide. Founded in 1999, the company delivers a comprehensive event marketing and management platform and offers a global marketplace where event professionals collaborate with venues to create engaging, impactful experiences. Cvent is headquartered in McLean, Virginia, just outside of Washington D.C., and has additional offices in London, Frankfurt, Dubai, Melbourne, New Delhi, and Singapore among others, to support its growing global customer base.
The comprehensive Cvent event marketing and management platform offers software solutions to event organizers and marketers for online event registration, venue selection, event marketing and management, virtual and onsite solutions, and attendee engagement. Cvent’s suite of products automate and simplify the entire event management process and maximize the impact of in-person, virtual, and hybrid events. Hotels and venues use Cvent’s supplier and venue solutions to win more group and corporate travel business through Cvent’s sourcing platforms and to service their customers directly, efficiently and profitably. Cvent solutions optimize the entire event management value chain and have enabled clients around the world to manage millions of meetings and events.
TRANSACTION
- The business combination values Cvent at a pro forma post-money enterprise valuation of approximately $5.3 billion with a share price of $10.00, assuming no redemptions by Dragoneer shareholders and no purchase price adjustments.
- Vista Equity Partners and the Cvent management team will roll the entirety of their existing equity holdings into the combined company.
- In addition to the approximately $276 million held in Dragoneer’s trust account (assuming no redemptions are effected) and the $50 million forward purchase agreement commitment from Dragoneer funds, a group of leading investors has committed to participate in the transaction through a common stock private investment in public equity (“PIPE”) of $475 million at $10.00 per share.
- The PIPE includes participation from Fidelity Management & Research Company LLC, Hedosophia, Oaktree Capital Management L.P., and Zoom Video Communications, Inc., among others.
PIPE
- An aggregate of 47,500,000 shares of Dragoneer Common Stock for a purchase price of $10.00 per share, for aggregate gross proceeds of $475,000,000
- The PIPE includes participation from Fidelity Management & Research Company LLC, Hedosophia, Oaktree Capital Management L.P., and Zoom Video Communications, Inc., among others.
FORWARD PURCHASE
- Dragoneer and Dragoneer Funding II LLC, to purchase an aggregate of 5,000,000 Dragoneer Shares for an aggregate purchase price of $50,000,000
LOCK-UP
- Company – 180 days following the closing, subject to certain terms, conditions and exceptions, including:
- A potential early release of 33% of such shares upon the achievement of the VWAP of the shares of Common Stock equaling or exceeding $13.00 per share for any 20 trading days within any 30-trading day period after the Closing Date (but no such release may occur prior to the 90th day after closing) and
- The Sponsor and the Other Class B Holders agreed to not transfer any common stock of Dragoneer for one year after the closing
- A potential early release if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 120 days after our initial business combination.
NOTABLE CONDITIONS TO CLOSING
- A minimum cash condition of $356,000,000
NOTABLE CONDITIONS TO TERMINATION
- By either Dragoneer or Papay if the Business Combination is not consummated by April 23, 2022.
ADVISORS
- Morgan Stanley & Co. LLC is serving as the exclusive financial advisor to Cvent.
- Morgan Stanley & Co. LLC, J.P. Morgan and Citi are serving as placement agents to Dragoneer on the PIPE.
- Citi is also acting as capital markets advisor to Dragoneer.
- Kirkland & Ellis LLP is legal counsel to Cvent.
- Vista Equity Partners. Ropes & Gray LLP is legal counsel to Dragoneer Growth Opportunities II.
- Davis Polk & Wardwell LLP is legal counsel to the placement agents.
MANAGEMENT & BOARD
Executive Officers
Marc Stad, 41
Chairman & Chief Executive Officer
Mr. Stad serves as the Chairman and Chief Executive Officer of Dragoneer Growth Opportunities Corp. Mr. Stad also currently serves as Founder, Chief Executive Officer, Chief Investment Officer and Managing Partner at Dragoneer Investment Group, LLC (“Dragoneer”). Prior to founding Dragoneer, Mr. Stad was a Partner and Portfolio Manager at the Investment Group of Santa Barbara, a private investment firm that invests in public and private equities. Previously, he worked in TPG’s buyouts division and at McKinsey & Co. as a management consultant. Mr. Stad received his AB degree from Harvard University and his MBA from the Stanford Graduate School of Business.
Pat Robertson, 41
President, Chief Operating Officer & Director
Pat Robertson serves as the President, Chief Operating Officer and a Director of Dragoneer Growth Opportunities Corp. Mr. Robertson also currently serves as President and Chief Operating Officer at Dragoneer. Prior to joining Dragoneer at its inception in April 2012, Mr. Robertson was a member of Hall Capital Partners’ research group in San Francisco. His prior experience includes Goldman Sachs & Co.’s investment banking division and the law firm of Kirkland & Ellis LLP. Mr. Robertson received his AB degree in Economics and History from Brown University and his JD from the Harvard Law School. Mr. Robertson is a CFA Charterholder.
Board of Directors
Sarah J. Friar, 47
Director
Ms. Friar has served as Chief Executive Officer at Nextdoor, Inc., a social network for neighborhoods since December 2018. From July 2012 to November 2018, Ms. Friar served as Chief Financial Officer at Square, Inc., a financial services and mobile payment company. From April 2011 to July 2012, Ms. Friar served as Senior Vice President, Finance and Strategy at salesforce.com, inc. Ms. Friar also serves as a member of the board of directors of Walmart Inc., a publicly-traded retail and wholesale operations company, and Slack Technologies, Inc., a publicly-traded channel-based messaging platform. From September 2012 to May 2015, Ms. Friar served as a member of the board of directors of Model N, Inc., a publicly-traded company providing revenue management cloud solutions for life sciences and technology companies. From June 2014 to April 2018, Ms. Friar served as a member of the board of directors of New Relic, Inc., a publicly-traded provider of real-time insights for software-driven businesses. Ms. Friar holds a Masters of Business Administration from Stanford University and a Masters of Engineering in Metallurgy, Economics, and Management from the University of Oxford.
Douglas Merritt, 56
Director
Mr. Merritt has served as President, CEO and a member of the Board of Splunk Inc. since 2015. Mr. Merritt served as Senior Vice President of Field Operations at Splunk from 2014 to 2015. Prior to joining Splunk, he served as Senior Vice President of Products and Solutions Marketing at Cisco Systems, Inc., a networking company, from 2012 to 2014. From 2011 to 2012, he served as Chief Executive Officer of Baynote, Inc., a behavioral personalization and marketing technology company. Previously, Mr. Merritt served in a number of executive roles and as a member of the extended Executive Board at SAP A.G., an enterprise software company, from 2005 to 2011. From 2001 to 2004, Mr. Merritt served as Group Vice President and General Manager of the Human Capital Management Product Division at PeopleSoft Inc., a software company (acquired by Oracle Corporation). He also co-founded and served as Chief Executive Officer of Icarian, Inc., a cloud-based company (since acquired by Workstream Corp.), from 1996 to 2001. Mr. Merritt holds a B.S. from The University of the Pacific in Stockton, California.
David D. Ossip, 54
Director
Mr. Ossip is the Chair of the Board and Chief Executive Officer of Ceridian HCM Holding Inc., positions he has held since August 2015 and July 2013, respectively. Mr. Ossip joined Ceridian following its acquisition of Dayforce Corporation in 2012, where he held the position of chief executive officer. Mr. Ossip is currently a director for Ossip Consulting Inc., OSDAC Corp., and 100 Wingarden Properties Ltd., each a private company. Mr. Ossip holds a bachelor’s degree in Econometrics and Quantitative Economics from the University of Toronto and an M.B.A. from Harvard University.
Gokul Rajaram, 45
Director
Mr. Rajaram has served as a Director of Pinterest since February 2020, The Trade Desk since May 2018 and Course Hero since June 2008 and has served on the executive team at DoorDash since November 2019. Prior to DoorDash, he worked at Square as Product Engineering Lead from July 2013 to October 2019, where he led several product development teams and served on Square’s executive team. Prior to Square, he served as Product Director of Ads at Facebook from August 2010 to July 2013, where he helped Facebook transition its advertising business to become mobile-first. Earlier in his career, Mr. Rajaram served as a Product Management Director for Google AdSense, where he helped launch the product and grow it into a substantial portion of Google’s business. Mr. Rajaram holds a bachelor’s degree in Computer Science Engineering from the Indian Institute of Technology, Kanpur where he received the President’s Gold Medal for being class valedictorian. He also holds an M.B.A. from The Massachusetts Institute of Technology and a Master of Computer Science from the University of Texas at Austin, where he received the MCD University Fellowship.
Jay Simons, 47
Director
From 2011 until June 2020, Mr. Simons served as president of Atlassian Corporation Plc. From 2008 to 2011, Mr. Simons was vice president of sales and marketing at Atlassian. From October 2005 to May 2008, Mr. Simons served in various roles, including vice president, marketing, at BEA Systems, Inc. an enterprise software company, which was acquired by Oracle Corporation in 2008. From 1998 to 2005, Mr. Simons served in various roles, including vice president, product marketing and strategy, at Plumtree Software, Inc., a web software company, which was acquired by BEA Systems, Inc. in 2005. Mr. Simons is currently a director of Hubspot, Inc. Mr. Simons holds a bachelor’s degree in Political and Environmental Science from the University of Washington.