공시 • Jul 23
Berkshire Grey, Inc. (BG) completed the acquisition of Revolution Acceleration Acquisition Corp (NasdaqCM:RAAC) from Millennium Management LLC, Suvretta Capital Management, LLC, Raac Management Llc and others in a reverse merger transaction.
Berkshire Grey, Inc. (BG) executed Term Sheet to acquire Revolution Acceleration Acquisition Corp (NasdaqCM:RAAC) from Millennium Management LLC, Suvretta Capital Management, LLC, Raac Management Llc and others in a reverse merger transaction for $2 billion on January 17, 2021. Berkshire Grey, Inc. (BG) entered into a definitive agreement to acquire Revolution Acceleration Acquisition Corp (NasdaqCM:RAAC) from Millennium Management LLC, Suvretta Capital Management, LLC, Raac Management Llc and others in a reverse merger transaction on February 23, 2021. The combined company will have an estimated post-transaction equity value of up to $2.7 billion. BG will go public as a result of the merger and trade on the Nasdaq post closing. Current BG shareholders Khosla Ventures, New Enterprise Associates, Canaan Partners and SoftBank Group Corp. are rolling 100% of their equity in the combined company. Upon completion, Berkshire Grey existing shareholders will have a pro-forma ownership of 82%, RAAC public shareholders of 10%, PIPE investors of 6% and Founder shares will be 1% of the combines entity. As per amended filing, It is anticipated that, following the Business Combination, (1) RAAC Public Stockholders will own approximately 11.6% of the outstanding New Berkshire Grey Common Stock, (2) current Berkshire Grey stockholders will own approximately 77.8% of the outstanding New Berkshire Grey Common Stock, (3) the Sponsor and the Insiders will collectively own approximately 3.9% of the outstanding New Berkshire Grey Common Stock, and (4) the PIPE Investors will own approximately 6.7% of the outstanding New Berkshire Grey Common Stock. The transaction is expected to provide up to $413 million in cash proceeds, including a fully committed PIPE of $165 million anchored by Chamath Palihapitiya, Founder and Chief Executive Officer of Social Capital, Hedosophia and funds and accounts managed by BlackRock. BG expects to have $507 million cash, which will be used to fund operations and support new and existing growth initiatives, and no debt on its balance sheet following the combination. All references to available cash from the trust account and retained transaction proceeds are subject to any redemptions by the public shareholders of RAAC and payment of transaction expenses. RAAC will change its name to “Berkshire Grey, Inc.” Upon closing, the combined company's shares of Class A common stock ("Class A Stock") and redeemable warrants ("Warrants") are expected to remain listed on The Nasdaq Stock Market LLC under the ticker symbols "BGRY" and "BGRYW," respectively. Any RAAC units will automatically separate into the component shares of Class A Stock and Warrants upon the consummation of the Business Combination.
John Delaney, the Chief Executive Officer of RAAC, will remain on the Board of Directors of the combined company upon completion of the transaction. Combined company will have a board of directors initially consisting of up to thirteen directors, with one director nominee designated by RAAC and up to twelve director nominees to be mutually agreed by RAAC and BG. The transaction is subject to approval of the transaction by RAAC’s stockholders and BG’s stockholders, the Registration Statement being deemed effective, RAAC having at least $5,000,001 of net tangible assets, the expiration or termination of the waiting period under the HSR Act, the approval for listing on The Nasdaq Stock Market LLC of the shares of Class A Stock to be issued in connection with the transaction, as a condition to BG’s obligations to consummate the business combination, the approval of the proposals related to the amendment and restatement of the RAAC A&R Charter, the adoption and approval of the Merger Agreement, Ancillary Agreements and the transactions contemplated thereby, the approval of the issuance of shares of RAAC Class A Common Stock in connection with the merger and PIPE Investment, the approval and adoption of the Incentive Equity Plan, and the approval and adoption of any other proposals required by the SEC by the stockholders of RAAC will have been obtained; the termination of the Warrant Agreement will have occurred; RAAC having at least $200 million in available cash, after taking into account payments required to satisfy RAAC’s stockholder redemptions and the net proceeds from the PIPE Investment and other customary closing conditions. The transaction has been unanimously approved by RAAC’s and BG’s Board of Directors. On June 24, 2021, the registration statement has been declared effective. Shareholders of RAAC will hold a meeting on July 20, 2021 to approve the transaction. As of July 20, 2021, the shareholders of RAAC approved the transaction. The transaction is expected to close during the second quarter of 2021. As per amended filing, the parties expect that the merger will be completed during the second or third quarter of 2021. The transaction is anticipated to be completed on July 21, 2021.
Credit Suisse Securities (USA) LLC is serving as exclusive financial advisor and capital markets advisor to BG and acted as sole placement agent on the PIPE. J.P. Morgan Securities LLC is serving as exclusive financial advisor to RAAC. Stephen Arcano, Blair T. Thetford and P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to RAAC. Jocelyn M. Arel, Dan Espinoza, David Roberts, Eryn Mathews and Mark S. Opper of Goodwin Procter LLP acted as legal advisors to BG. Brian Janson and David Curtiss of Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisors to Credit Suisse Securities (USA) LLC. Paul, Weiss, Rifkind, Wharton & Garrison LLP were serving as legal advisors to RAAC. Innisfree M&A Inc. acted as an information agent and Mark Zimkind of Continental Stock Transfer & Trust Company as Transfer agent for RAAC. RAAC has agreed to pay Innisfree a fee of $18,500, plus disbursements.
Berkshire Grey, Inc. (BG) completed the acquisition of Revolution Acceleration Acquisition Corp (NasdaqCM:RAAC) from Millennium Management LLC, Suvretta Capital Management, LLC, Raac Management Llc and others in a reverse merger transaction on July 21, 2021.