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TS Innovation Acquisitions Corp.

TS Innovation Acquisitions Corp.

Oct 27, 2020 by Roman Developer

PROPOSED BUSINESS COMBINATION: Latch

ENTERPRISE VALUE: $1.1 billion
ANTICIPATED SYMBOL: LTCH

Latch, Inc. (“Latch”), maker of the full-building enterprise software-as-a-service (SaaS) platform LatchOS, and TS Innovation Acquisitions Corp. (NASDAQ: TSIAU), agreed to a definitive agreement that will result in Latch becoming a publicly listed company on the Nasdaq under the ticker LTCH. The deal values latch at a $1,053 million enterprise value.

Founded in 2014, Latch is an enterprise SaaS provider to buildings and residents that makes spaces better places to live, work and visit. From the beginning, Latch has worked hand-in-hand with many of the country’s largest real estate owners as partners and investors including Tishman Speyer, Brookfield, and more. The Company has booked over 300,000 units across more than 35 states, with one in ten new multifamily apartments in the United States built with Latch in 2019.

The Company’s proven management team, led by co-founder and CEO Luke Schoenfelder, will continue to operate and manage Latch following the transaction. Rob Speyer, President and CEO of Tishman Speyer and CEO and Chairman of TSIA, will join the Company’s Board of Directors upon completion of the transaction.


TRANSACTION SUMMARY

The transaction is expected to deliver up to $450 million of net proceeds to the combined company (after ~$40 million of transaction expenses and assuming no redemptions), including the contribution of up to $300 million of cash held in TSIA’s trust account from its initial public offering in November 2020.

The transaction is expected to close in the first quarter of 2021.



PIPE

  • An aggregate of 19,000,000 shares of Common Stock, for a purchase price of $10.00 per share and at an aggregate purchase price of $190,000,000, plus (ii) a number of shares of Common Stock, at a purchase price of $10.00 per share, equal to the value necessary to fund the Cash Elections (Cash Elected Company Options).

NOTABLE CONDITIONS TO CLOSING

  • The amount of Required Funds being equal to or exceeding $150,000,000

NOTABLE CONDITIONS TO TERMINATION

  • By either TSIA or Latch if the Merger is not consummated by July 31, 2021

SPONSOR SUPPORT AGREEMENT

  • All the Founder Shares (and any shares of Common Stock issuable upon conversion thereof) will be subject to certain time and performance-based vesting provisions described below.
    • 90% of the Founder Shares will vest at the closing of the Merger.
    • 10% of the Founder Shares will vest at such time as the Stock Price Level is achieved on or before the fifth anniversary of the Closing.
      • (a) when the volume weighted average price of Common Stock on the NASDAQ is greater than or equal to $14.00 for any 20 trading days within a 30 trading day period or
      • (b) the per share price implied in a TSIA Sale is greater than or equal to $14.00.

LOCK-UP

Such restrictions begin at Closing and end on the date that is the earlier of

  • (A) one year after the completion of the Merger and
  • (B) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Merger:
    • (i) for 25% of the Lock-up Shares held by each Latch stockholder and their respective permitted transferees, the date on which the last reported sale price of Common Stock equals or exceeds $12.00 per share
    • (ii) for an additional 25% of the Lock-up Shares held by each Latch stockholder and their respective permitted transferees, the date on which the last reported sale price of Common Stock equals or exceeds $14.00 per share
    • (iii) for an additional 25% of the Lock-up Shares held by each Latch stockholder and their respective permitted transferees, the date on which the last reported sale price of Common Stock equals or exceeds $16.00 per share
    • (iv) for an additional 25% of the Lock-up Shares held by each Latch stockholder and their respective permitted transferees, the date on which the last reported sale price of Common Stock equals or exceeds $18.00 per share

ADVISORS

  • Goldman Sachs is acting as exclusive financial advisor to Latch and acted as joint placement agent on the PIPE.
  • Latham & Watkins LLP is acting as legal advisor to Latch.
  • Allen & Company LLC and BofA Securities are acting as joint financial advisors to TSIA and also acted as joint lead placement agents on the PIPE.
  • Sullivan & Cromwell is acting as legal advisor to TSIA.

TS INNOVATION ACQUISITIONS CORP. MANAGEMENT & BOARD


Executive Officers

Robert J. Speyer, 50
Chief Executive Officer and Chairman

Robert J. Speyer, is a prominent leader in the real estate industry, with more than 25 years of real estate experience. Mr. Speyer serves as President and Chief Executive Officer of Tishman Speyer, a position he has held since 2008. Since assuming the role of Chief Executive Officer of Tishman Speyer, Mr. Speyer has grown Tishman Speyer into a leading global real estate investment management firm with assets under management of $48 billion as of June 30, 2020. Under his leadership, Tishman Speyer has delivered more than 61 million square feet of development and redevelopment across 27 key international markets and 105 investments and acquired an additional 24 million square feet of operating real estate assets across 25 investments, serving the needs of industry-leading tenants around the world. Mr. Speyer also is the Chairman of the Advisory Board of the Mayor’s Fund to Advance New York City, appointed by Mayor Bloomberg in 2006 and reappointed by Mayor de Blasio in 2014. In addition, Mr. Speyer is Founding Member and Co-Chairman of Breakthrough Properties, a joint-venture with Bellco Capital focused on life science real estate development and management. He is also a member of the Executive Committee of the Partnership for New York City. In 2013, Mr. Speyer became the youngest ever Chairman of the Real Estate Board of New York, the city’s premier industry association, and served as Chairman for five years.


Paul A. Galiano, 55
Chief Operating Officer, Chief Financial Officer and Director

Paul A. Galiano, has extensive experience in the real estate and general investment industry. Since 2000, Mr. Galiano has served as Senior Managing Director at Tishman Speyer and is jointly responsible for supervising and coordinating the firm’s U.S. acquisitions, global debt and equity capital as well as its joint-venture programs. He is a member of Tishman Speyer’s global Investment Committee. Mr. Galiano served as Tishman Speyer’s Chief Financial Officer from 2000 to 2006, responsible for Tishman Speyer’s worldwide financial activities, and previously held the position of Treasurer, having begun his tenure working on tax strategies. Prior to joining Tishman Speyer in 1993, Mr. Galiano was with Arthur Andersen & Co. for seven years, where he specialized in real estate taxation. He is a member of the Urban Land Institute.


Jenny Wong, 34
Chief Investment Officer and Director

Jenny Wong, has extensive industry experience with a strong focus on Proptech opportunities. Since 2015, Ms. Wong has served as Managing Director, Innovation, at Tishman Speyer. She leads Tishman Speyer’s innovation platform and the firm’s Proptech Venture investment activities, and manages innovation and new business initiatives. In her role at Tishman Speyer, Ms. Wong acted as the development lead on MIRA, a condominium development in San Francisco, and led Northern California asset management. In addition to her work with Tishman Speyer, Ms. Wong is a frequent speaker at numerous conferences on the impact of Proptech in real estate. Prior to joining Tishman Speyer, Ms. Wong was a consultant for McKinsey & Company in New York. She is a member of the Urban Land Institute’s Innovation Council, and currently serves as a member of the Customer Advisory Board of Juniper Square, a leading real estate investment management software firm.


 

Board of Directors

Joshua Kazam, 43
Director

Joshua Kazam, is a founder and board member of Allogene Therapeutics, Inc., a public biopharmaceutical company. He was a founder of Kite Pharma and served as a member of its board of directors from its inception in June 2009 until October 2017. In June 2009, Mr. Kazam co-founded Two River Consulting, LLC, a life science consulting and investment firm. He has served on the board of Vision Path, Inc. (d/b/a Hubble Contacts) since May 2016, ByHeart, Inc. since November 2016, Kronos Bio, Inc., since June 2017, Breakthrough Properties LLC and Breakthrough Services LLC since April 2019, and Flying Eagle Acquisition Corp. since February 2020. Mr. Kazam previously served as a director of Diamond Eagle Acquisition Corp. from January 2019 until April 2020, Capricor Therapeutics, Inc. from May 2005 until May 2019 and Platinum Eagle Acquisition Corp. from January 2018 to March 2019. Platinum Eagle Acquisition Corp., Diamond Eagle Acquisition Corp. and Flying Eagle Acquisition Corp. are blank check companies formed for the purpose of effecting a business combination with one or more businesses. Mr. Kazam has served as the President of Desert Flower Foundation since June 2016 and is a member of the Wharton School’s Undergraduate Executive Board.


Jennifer Rubio, 33
Director

Jennifer Rubio, is the co-founder and President of JRSK, Inc. (d/b/a Away), a direct-to-consumer lifestyle brand that creates luggage and other travel products. Before she co-founded Away in 2015, Ms. Rubio served as Global Head of Innovation for All Saints Retail Limited from August 2013 to October 2014. From August 2011 to August 2013, Ms. Rubio served as Head of Social Media for JAND, Inc. (d/b/a Warby Parker). Prior to joining Warby Parker, Ms. Rubio held various marketing and social media positions, working for brands on the agency side and in-house. Ms. Rubio was an adjunct professor at Miami Ad School from 2010 to 2011 and has been a guest lecturer at New York University, Wharton School of the University of Pennsylvania, Northwestern University, and Harvard University.


Ned Segal, 46
Director

Ned Segal currently serves as Chief Financial Officer of Twitter, Inc., a position he has held since August 2017. In this role, Mr. Segal leads Twitter’s traditional finance functions along with corporate development and business development. From January 2015 to August 2017, Mr. Segal served as Senior Vice President of Finance of Intuit Inc., a financial software company. From April 2013 to January 2015, Mr. Segal served as Chief Financial Officer of RPX Corporation, a patent risk management solutions company. Prior to that, Mr. Segal held various positions at Goldman Sachs & Co, most recently as a Managing Director and Head of Global Software Investment Banking. In this capacity, he advised technology companies on mergers, acquisitions, IPOs, and other equity and debt financings, and led Goldman Sachs investments in multiple technology companies. Mr. Segal currently serves on the board of directors of Beyond Meat, Inc., a plant-based meat company, as a member of the audit committee. Mr. Segal currently serves as a trustee of the Town School for Boys.


Michelangelo Volpi, 53
Director

Michelangelo Volpi has been a partner at Index Ventures, Inc., a venture capital firm investing in technology-enabled companies with a focus on e-commerce, Fintech, mobility, gaming, infrastructure/AI, and security, since 2009. Prior to joining Index Ventures, Mr. Volpi served as the Chief Executive Officer of Joost, an innovator in the field of premium video services delivered over the Internet. Mr. Volpi performed in various executive roles for 13 years at Cisco Systems, Inc. beginning in 1994. During this tenure, he served as the company’s Chief Strategy Officer, where he was responsible for Cisco’s corporate strategy as well as business development, strategic alliances, advanced Internet projects, legal services, and government affairs. Mr. Volpi then became Senior Vice President and General Manager of the Routing and Service Provider Technology Group, where he led Cisco’s business for the Service Provider market, and was also responsible for all of Cisco’s routing products. Mr. Volpi began his career as a product development engineer at Hewlett Packard Enterprise Company’s Optoelectronics Division from August 1989 to June 1992. Mr. Volpi has served as director of Fiat Chrysler Automobiles N.V., an automobile company, since April 2017, Elastic N.V., a public software company, since January 2013 and Sonos, Inc., a consumer electronics company, since March 2010. Mr. Volpi previously served as director of Exor N.V., an investment company, from April 2012 to April 2017, and serves as director of