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Bridgetown 2 Holdings Limited

Bridgetown 2 Holdings Limited

Dec 31, 2020 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: PropertyGuru

ENTERPRISE VALUE: $1.35 billion
ANTICIPATED SYMBOL: PGRU

Bridgetown 2 Holdings Limited proposes to combine with PropertyGuru, Southeast Asia’s leading property technology.

Founded in 2007, PropertyGuru has grown to become Southeast Asia’s #1 digital property marketplace with leading positions in Singapore, Vietnam, Malaysia and Thailand1. The Company currently hosts more than 2.8 million monthly real estate listings and serves 37 million monthly property seekers and 49,000 active property agents across the five largest economies in Southeast Asia – Indonesia, Malaysia, Singapore, Thailand and Vietnam.

PropertyGuru provides digital property marketplaces to match buyers and tenants with sellers and landlords; digital marketing services for property agents and developers; SaaS-based sales process automation for property developers, a digital mortgage marketplace and brokerage, and property data consultancy services for banks, valuers and property developers. The Company’s PropTech business model leverages proprietary data and technology to drive greater transparency and efficiency in the market and deliver a trusted platform for agents, consumers, developers and banks.

Well-Positioned to Capture Long-Term Market Opportunities

  • Announced the acquisition of REA Group’s Malaysia and Thailand assets. The transaction is expected to close by the end of July 2021 – mid-August 2021.
  • Acquired MyProperty Data, Malaysia’s largest online property data company.
  • Introduced FastKey Storyteller – an immersive content experience that brings new projects to the buyer’s doorstep for viewing and to express interest, without having to wait for the construction of the sales gallery.
  • Launched PropertyGuru Finance – a digital mortgage marketplace and brokerage that offers smart, frictionless home financing financial services.
  • Introduced PropertyGuru Lens – a visual search feature that allows users to find property in the real world through their smart phone camera.

TRANSACTION

  • The combined company will have an enterprise value of approximately US$1.35 billion and an equity value of approximately US$1.78 billion at closing.
  • The transaction is expected to deliver up to US$431 million of gross proceeds through the contribution of up to US$299 million of cash held in Bridgetown 2’s trust account, a concurrent US$100 million private placement (“PIPE”) of common stock anchored by Baillie Gifford, Naya, REA Group, Akaris Global Partners, and one of Malaysia’s largest asset managers, priced at US$10.00 per share, and an additional US$32 million equity investment from REA Group.
  • KKR, TPG Group and REA Group will roll 100% of their equity into the combined company, demonstrating their continued commitment to the Company’s growth strategy.

bridgetown 2 trans overview

PIPE

  • A combined $131,930,680 PIPE investment anchored by:
    • REA Group, Baillie Gifford, Naya, REA Group, Akaris Global Partners, and one of Malaysia’s largest asset managers
    • REA has committed to $20m of the $100m PIPE and exercised a call option over an additional US$32m of primary shares that will be settled with the PIPE

COMPANY HOLDERS LOCK-UP & SUPPORT AGREEMENT

  • Concurrently with the execution of the Business Combination Agreement, Bridgetown 2, PubCo, PropertyGuru and certain of the shareholders of PropertyGuru entered into a customary voting support and lock-up agreement:
    • (i) Certain PropertyGuru shareholders who hold an aggregate of at least 75% of the outstanding PropertyGuru voting shares have agreed, among other things:
      • (a) To appear for purposes of constituting a quorum at any meeting of the shareholders of PropertyGuru called to seek approval of the transactions contemplated by the Business Combination Agreement and the other transaction proposals.
      • (b) To vote in favor of the transactions contemplated by the Business Combination Agreement and other transaction proposals.
      • (c) To vote against any proposals that would materially impede the transactions contemplated by the Business Combination Agreement or any other transaction proposal.
      • (d) Not to sell or transfer any of their shares prior to the closing of the Business Combination.
    •  (ii) Certain shareholders of PropertyGuru have agreed to a lock-up of the PubCo ordinary shares they will receive pursuant to the Amalgamation for a period of 180 days following the closing of the Business Combination.

LOCK-UP

  • Certain shareholders of PropertyGuru have agreed to a lock-up of the PubCo ordinary shares they will receive pursuant to the Amalgamation (subject to certain exceptions) for a period of 180 days following the closing of the Business Combination
  • Sponsor: a lock-up of the PubCo ordinary shares it will receive pursuant to the Merger (subject to certain exceptions) for a period of one year following the closing of the Business Combination.

SPONSOR LOCK-UP & SUPPORT AGREEMENT

  • Bridgetown 2, Bridgetown 2 LLC (“Sponsor”), PubCo and PropertyGuru entered into a customary voting support and lock-up agreement:
    • Lock-up of the PubCo ordinary shares it will receive pursuant to the Merger for a period of one year following the closing of the Business Combination.

NOTABLE CONDTIONS TO CLOSING

  • Bridgetown 2 having at least $5,000,001 of net tangible assets remaining after accounting for Acquiror Share Redemptions

NOTABLE CONDITIONS TO TERMINATION

  • By either Bridgetown 2 or PropertyGuru if the Merger is not consummated by the date that is 270 days following the date of the Business Combination Agreement
  • By Bridgetown 2 if the Amalgamation is not consummated by the third (3rd) business day following the Merger closing
  • By Bridgetown 2 if PropertyGuru’s shareholder approval has not been obtained within 35 business days after the Registration Statement

ADVISORS

  • Merrill Lynch (Singapore) Pte. Ltd. is serving as exclusive financial advisor to PropertyGuru.
  • Latham & Watkins LLP and Allen & Gledhill LLP are serving as legal advisors to PropertyGuru.
  • Merrill Lynch (Singapore) Pte. Ltd., Citigroup Global Markets Inc., KKR Capital Markets Asia Limited and TPG Capital BD, LLC are serving as placement agents to Bridgetown 2.
  • Skadden, Arps, Slate, Meagher & Flom LLP and Rajah & Tann Singapore LLP are serving as legal advisors to Bridgetown 2.

MANAGEMENT & BOARD

Executive Officers

Daniel Wong, 44
Chief Executive Officer, Chief Financial Officer and Director

Daniel Wong is a Senior Vice President with Pacific Century. He leads corporate finance (equity and debt), venture investment, and major mergers and acquisitions at Pacific Century, including in respect of its portfolio companies such as FWD (an Asian life insurance company, majority owned by Pacific Century) and PineBridge (a multi-asset manager managing $96 billion worldwide as of March 2020, majority-owned by Pacific Century with a minority interest owned by PineBridge management and employees). Mr. Wong was a Senior Managing Director and a member of the Executive Committee of PineBridge from 2015 to 2016. Prior to joining Pacific Century in 2003, Mr. Wong was a manager with the Corporate Finance division of PricewaterhouseCoopers’ Hong Kong office. Pacific Century established FWD through the acquisition of ING’s insurance assets in Hong Kong, Macau and Thailand for $2.1 billion in 2013. Since then, Mr. Wong has raised $6.7 billion of private equity, bank loan and publicly traded fixed income instruments for FWD. Since 2017, Mr. Wong has been a board member of Tokopedia, one of Indonesia’s leading e-commerce marketplaces. He led the Series D investment in Tokopedia on behalf of Pacific Century. Since 2020, he is an investor representative of Tiki, one of Vietnam’s leading B2C e-commerce marketplaces. He led Series D investment in Tiki on behalf of Pacific Century. He is also a board member of CompareAsia group, a financial comparison site in Southeast Asia and one of the top Fintech startups based in Hong Kong. Mr. Wong also led the Series E investment in Chegg (NYSE: CHGG) and was one of Chegg’s board members from 2010 to 2012 prior to its public listing. Since 2015, Mr. Wong has also been Chairman and the single largest shareholder of QooApp, a global anime game platform with close to 6.5 million monthly active users worldwide as of April 2020. Mr. Wong has been a shareholder and subsequently a director of Manner Culture Enterprises (??????), a leading online Cantonese content producer with close to 5 million followers on social media and 1 billion viewerships, since 2018 and 2020, respectively. . Since October 2020, he has served as Chief Executive Officer, Chief Financial Officer and a director of Bridgetown 1. Mr. Wong graduated from the University of Wisconsin-Madison with a Bachelor of Business Administration degree, majoring in Accounting, Finance and Economics. He completed the Kellogg-HKUST Executive MBA program in 2013 and earned the CFA designation in 2001.

Board of Directors

Matt Danzeisen, 43
Chairman of the Board of Directors

Matt Danzeisen is Head of Private Investments at Thiel Capital, with a primary focus on investments in private companies and funds in the U.S. and Asia. At Thiel Capital, Mr. Danzeisen has developed and led a strategy focused on making debt and equity investments in innovative financial technology companies, funding some of the leading companies in this space and serving on the board of directors of three of them: Trumid Holdings, LLC, an electronic bond trading platform, since 2015; Artivest Holdings, Inc., an alternative investment platform for retail investors and their advisors, since 2018; and Coru Holdings Limited, a financial management platform for individuals, since 2018. Mr. Danzeisen also cofounded Crescendo Equity Partners Limited, or Crescendo, a private equity firm based in South Korea in 2012 while at Thiel Capital. Crescendo has raised and deployed over $550 million throughout South Korea and Southeast Asia in companies with a technology supply-chain focus. Mr. Danzeisen serves as a member of Crescendo’s investment committee and as the firm’s representative to selected portfolio companies. Prior to joining Thiel Capital and its predecessor firm, Clarium Capital Management in 2008, Mr. Danzeisen was a Vice President and Portfolio Manager at BlackRock in its fixed income division from 2002 to 2008. Prior to BlackRock, Mr. Danzeisen was an investment banker at Banc of America Securities from 2000 to 2001. Since October 2020, he has served as Chairman of Bridgetown 1. He graduated from Cornell University with a degree in Finance and a minor in Economics, and is a CFA® charterholder.

Samuel Altman, 35
Director

Since 2019, Mr. Altman is the Chief Executive Officer and co-founder of OpenAI, an AI research and deployment company. Previously, from 2014 to 2019, he was the President of Y Combinator, a leading startup accelerator which has invested billions of dollars into thousands of startups around the world. In addition to his work at Y Combinator, he has been an active investor in dozens of startups, and currently and within the last five years has served on the boards of Reddit Inc., which operates a social sharing and aggregation website, and Expedia Group, Inc., a company providing travel products and services, as well as Helion Energy, Inc. and Oklo. Inc., which are both developing clean energy solutions. Since July 2020, he has served as a director of Bridgetown 1. Mr. Altman studied computer science at Stanford University and has since taught classes on entrepreneurship there.

John R. Hass, 59
Director

Since 2010, Mr. Hass has been a Partner at RRE Ventures, a leading U.S. venture capital investment firm.  At RRE, Mr. Hass is responsible for a number of business and strategy functions including collaboration with RRE’s portfolio companies on business development and corporate development, investor relations, and new product development. Prior to joining RRE, Mr. Hass spent 22 years at Brown Brothers Harriman, where he served as a Managing Director.  At BBH Mr. Hass established and managed BBH’s Alternative Investments Group, which encompassed private equity, hedge, Asian equity and real estate funds with assets of $1.3 billion and approximately 1,300 limited partners. Prior to BBH, Mr. Hass was a consultant in national politics and was a brand manager at Ted Bates Advertising. In addition to his RRE duties, Mr. Hass has served as an advisor to Raftr, Inc. and DecodeM; and is a member of the Tech: NYC Leadership Council. Mr. Hass is a former independent director of the Cheetah Korea Value Fund and the J.P. Morgan China Region Fund, Inc. He is a board member emeritus of the Tory Burch Foundation. Since October 2020, he has served as a director of Bridgetown 1. Mr. Hass graduated from Princeton University with a B.A. in Politics and completed the CFA Institute’s Investment Management program at Harvard Business School.

In Joon Hwang, 54
Director

Since 2015, he has been Chief Financial Officer, and since 2008 a director of, LINE Corporation (NYSE:LN), a developer of mobile applications and internet services. He also serves as a member of the board of several LINE Corporation subsidiaries and affiliate companies, including Line Plus, Line Financials, Line Financial Puls, Line Ventures and Line Taiwan Bank Limited. He is Co-Chief Executive Officer of Line Ventures and Chairman of Line Taiwan Bank Limited, which launched in November 2020. Previously, Mr. Hwang served in several roles at NAVER Corporation (KRX:035420), a development company which operates the Korean search engine Naver, including as Chief Financial Officer from 2008 to 2016. Prior to joining NAVER Corporation, Mr. Hwang served in several roles at Woori Investment & Securities Co., Ltd., Woori Finance Holdings Co., Ltd., Samsung Securities Co., Ltd., Credit Suisse and Samsung Electronics Co., Ltd. Since October 2020, he has served as a director of Bridgetown 1. Mr. Hwang received a B.S. in economics from Seoul National University and an M.B.A. from New York University.

ByKristi Marvin