dMY Technology Group, Inc. III

dMY Technology Group, Inc. III

Oct 19, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: IonQ, Inc.

ENTERPRISE VALUE: $1.377 billion
ANTICIPATED SYMBOL: IONQ

dMY Technology Group, Inc. III proposes to combine with IonQ, Inc.

IonQ, Inc. is the leader in quantum computing, with a proven track record of innovation and deployment. IonQ’s 32 qubit quantum computer is the world’s most powerful quantum computer, and IonQ has defined what it believes is the best path forward to scale. IonQ is the only company with its quantum systems available through both the Amazon Braket and Microsoft Azure clouds, as well as through direct API access. IonQ was founded in 2015 by Chris Monroe and Jungsang Kim based on 25 years of pioneering research at the University of Maryland and Duke University.


TRANSACTION

  • The combined entity will receive approximately $300 million from dMY III’s trust account, assuming no redemptions by dMY III’s public stockholders, as well as $350 million in gross proceeds from a group of strategic and institutional investors participating in the transaction via a committed private placement investment (“PIPE”).
  • In addition to Fidelity Management & Research Company LLC, Breakthrough Energy Ventures, Hyundai Motor Company and Kia Corporation, new investors include Silver Lake, MSD Partners, L.P., and TIME Ventures, the investment fund for Marc Benioff.
  • The PIPE includes additional investment by existing investors including, New Enterprise Associates, GV, and Mubadala Capital.

 

dmy iii trans overview


PIPE

  • $350 million in gross proceeds priced at $10.00 per share from a group of strategic and institutional investors
    • New investors include: Fidelity Management & Research Company LLC, Breakthrough Energy Ventures, Hyundai Motor Company and Kia Corporation, Silver Lake, MSD Partners, L.P., and TIME Ventures, the investment fund for Marc Benioff.
    • Existing investors include: New Enterprise Associates, GV, and Mubadala Capital.

EARNOUT

  • 0.25M founder shares subject to earnout based on achievement of $12.50 price per share
  • 0.25M founder shares subject to earnout based on achievement of $15.00 price per share
  • 0.25M founder shares subject to earnout based on achievement of $17.50 price per share any time prior to or as of the 5th
    anniversary of the closing of the transaction.

LOCK-UPS

PIPE

  • The lock-up periods for Strategic Investors vary between 6 and 18 months, subject to certain conditions, depending on the number of shares of dMY Class A common stock subscribed for by each Strategic Investor and a number of other factors.
  • Venture capital and other investors have agreed to be bound by lock-up provisions with respect to their subscribed shares for a period of six months

The Sponsor Holders, the executive officers and members of the board of directors of IonQ (the “Management Holders”) and certain IonQ stockholders (the “Lock-up IonQ Holders”)

  • At Closing and end on the earlier of
    • (i) the date that is 365 days after Closing,
    • (ii) the closing of a merger, liquidation, stock exchange, reorganization or other similar transaction after the Closing that results in all of the public stockholders of the Company having the right to exchange their shares of common stock for cash securities or other property, or
    • (iii) the day after the date on which the closing price of the Company’s common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing (or at least 180 days after Closing for the Management Holders).
  • In the case of the Lock-up IonQ Holders, such restrictions begin at the Closing and end on the earlier of
    • (i) the date that is 180 days after the Closing or
    • (ii) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property.

NOTABLE CONDITIONS TO CLOSING

  • Consummation of the PIPE Investment prior to or substantially concurrently with the Closing in an amount not less than $332,640,000,
  • The Available Cash being not less than $225,000,000

NOTABLE CONDITIONS TO TERMINATION

  • If the Closing has not occurred by December 7, 2021

ADVISORS

  • Morgan Stanley & Co. LLC is serving as the exclusive financial advisor to IonQ.
  • Goldman Sachs & Co. LLC is serving as the exclusive financial advisor to dMY III.
  • Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are also acting as co-lead placement agents on the PIPE.
  • Needham & Company also acted as placement agent on the PIPE.
  • Cooley LLP is representing IonQ as legal counsel.
  • Cleary Gottlieb Steen & Hamilton LLP is representing dMY III as legal counsel.

MANAGEMENT & BOARD


Executive Officers

Niccolo de Masi, 40
Chief Executive Officer and Director

Mr. de Masi is also the chief executive officer and director of dMY Technology Group, Inc. and dMY Technology Group, Inc. II. 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. and dMY Technology Group, Inc. II. 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, 60
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. and dMY Technology Group, Inc. II. Ms. Anderson holds a Bachelor of Arts degree in Environmental Science from San Diego State University.


Francesca Luthi, 44
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. and dMY Technology Group, Inc. II. 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. and dMY Technology Group, Inc. II. Mr. Wert holds a bachelor’s degree in Business Administration and Finance from California State University at Los Angeles.