Dragoneer Growth Opportunities Corporation
PROPOSED BUSINESS COMBINATION: CCC Information Services Inc.
ENTERPRISE VALUE: $7.049 billion
ANTICIPATED SYMBOL: TBD
Dragoneer Growth Opportunities Corporation proposes to combine with CCC Information Services Inc. (“CCC”), a leading SaaS platform for the property and casualty (“P&C”) insurance economy.
CCC’s mission-critical SaaS platform provides advanced AI, IoT, customer experience, and network management workflow solutions to the P&C insurance economy. CCC enables more than $100 billion of transactions annually among a vast ecosystem of interconnected businesses. CCC’s network includes thousands of customers including insurers, repair facilities, automotive manufacturers, parts suppliers, and other industry participants who leverage CCC’s platform to digitize operations, improve business performance, and power better decisions in an increasingly complex and rapidly changing market.
Under Chairman and CEO Githesh Ramamurthy, who will continue to lead the Company following the close of the transaction, CCC expects to report approximately $600 million of revenue in 2020 and has delivered a consistent track record of profitable revenue growth for 20+ years by focusing on delivering best-in-class innovations for its customers.
TRANSACTION
- The Company is expected to receive net proceeds of approximately $968 million at the closing of the transaction (assuming no redemptions are effected) and will continue to operate under the CCC management team.
- All cash proceeds from the transaction will be put towards the Company’s balance sheet, with no existing CCC shareholders selling any shares in connection with the business combination.
- In addition to the approximately $690 million held in Dragoneer’s trust account (assuming no redemptions are effected) and the $175 million forward purchase agreement commitment from Dragoneer funds and Michael Bloomberg’s family office, a group of premier SaaS investors has committed to participate in the transaction through a common stock private investment in public equity (“PIPE”) of approximately $150 million at $10 per share.
- The PIPE is anchored by Fidelity Investments and T. Rowe Price Group, Inc., with participation from Altimeter Capital Management L.P., Coatue, D1 Capital Partners L.P., Franklin Templeton, Janus Henderson Investors, Maverick Capital, MFS Investment Management, Sunley House Capital (an affiliate of Advent International) and other investors.
- Proceeds of the business combination and PIPE will be used for general corporate purposes and to fuel additional innovation and growth.
- Current CCC shareholders and holders of equity awards are converting 100% of their equity interests into shares or equivalent awards of the Company.
- Current shareholders of Dragoneer are converting their ordinary shares and warrants of Dragoneer into common stock and warrants of the Company on a one for one basis.
- The current CCC shareholders and Dragoneer’s sponsor each have an earnout tied to the trading price of the Company shares after the closing of the business combination
- Assuming no redemptions are effected, the current shareholders of CCC are expected to own approximately 83.2% of the Company after closing, with Advent remaining the largest shareholder in the Company.
PIPE
- Approximately $150 million at $10 per share.
- The PIPE is anchored by Fidelity Investments and T. Rowe Price Group, Inc., with participation from Altimeter Capital Management L.P., Coatue, D1 Capital Partners L.P., Franklin Templeton, Janus Henderson Investors, Maverick Capital, MFS Investment Management, Sunley House Capital (an affiliate of Advent International) and other investors.
FORWARD PURCHASE
- $175 million forward purchase agreement commitment from Dragoneer funds and Michael Bloomberg’s family office.
EARNOUT
- Company earnout: 15,000,000 Dragoneer Shares
- Company Triggering Event means the earlier to occur of
- (a) the first date on which the Last Reported Closing Price of the Dragoneer Shares has been greater than or equal to $15.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the Closing or
- (b) a Change of Control of Dragoneer; in each case if such event occurs within ten (10) years after the Closing
- Company Triggering Event means the earlier to occur of
- Sponsor earnout: 8,625,000 Dragoneer Shares
- Sponsor Triggering Event means the earlier to occur of (a) the first date on which the Last Reported Closing Price of the Dragoneer Shares has been greater than or equal to $13.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) consecutive trading day period commencing after the Closing or (b) a Change of Control of Dragoneer; in each case if such event occurs within ten (10) years after the Closing.
NOTABLE CONDITIONS TO CLOSING
- The aggregate cash proceeds from Dragoneer’s trust account equaling no less than $207,000,000 (after deducting any amounts paid to Dragoneer shareholders that exercise their redemption rights in connection with the Business Combination and net of Dragoneer’s unpaid transaction expenses and Dragoneer’s unpaid liabilities)
- The aggregate cash proceeds from Dragoneer forward purchase agreements equaling no less than $175,000,000, at least $150,000,000 of which shall be provided by Sponsor
NOTABLE CONDITIONS TO TERMINATION
- By either Dragoneer or CCC if the Business Combination is not consummated by August 2, 2021
ADVISORS
- Citigroup Global Markets Inc. is acting as lead capital markets advisor to Dragoneer
- Goldman Sachs & Co., LLC and JP Morgan Securities LLC are acting as capital markets advisors to Dragoneer.
- Ropes & Gray LLP is acting as legal counsel to Dragoneer.
- Evercore Group L.L.C. is acting as financial advisor and capital markets advisor to CCC.
- Kirkland & Ellis LLP is acting as legal counsel to CCC and Advent.
- Citigroup Global Markets Inc. is acting as lead placement agent and Evercore Group L.L.C. as placement agent on the PIPE.
- Citigroup Global Markets Inc., Goldman Sachs & Co., LLC, and J.P. Morgan Securities LLC acted as book-running managers on Dragoneer’s $690 million initial public offering.
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.