Transaction includes $150 million of fully
committed common stock PIPE anchored by Fidelity Investments, T.
Rowe Price and other premier SaaS investors, in addition to $175
million forward purchase agreement from Dragoneer funds and Michael
Bloomberg’s family office, Willett Advisors
$968 million of expected net proceeds from
transaction will be used to invest in CCC’s growth initiatives and
for general corporate purposes
Advent International will remain the majority
shareholder and be closely aligned with Dragoneer and public
shareholders at transaction close
Company expected to be listed on the NYSE upon
completion of the combination in the second quarter of 2021
Investor webcast to discuss proposed
transaction today, Wednesday, February 3, 2021 at 10:00AM EST
CCC Information Services Inc.
(“CCC”), a leading SaaS platform for the property and
casualty (“P&C”) insurance economy, and Dragoneer Growth
Opportunities Corp. (NYSE: DGNR) (“Dragoneer”), a special purpose
acquisition company (“SPAC”) formed by an affiliate of Dragoneer
Investment Group, today announced a definitive merger agreement has
been entered into between Dragoneer and CCC’s parent holding
company. Upon closing of the transaction, the combined company is
expected to be renamed CCC Intelligent Solutions Holdings Inc. (the
“Company”) and is expected to be listed on the New York Stock
Exchange.
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.
“Today is an exciting day for CCC as our return to the public
markets provides us with additional sources of capital to
accelerate innovation and increase the value we provide customers,”
said Ramamurthy. “Throughout our history, CCC has developed
pioneering technology solutions focused on enabling growth,
increasing efficiency, and empowering new possibilities for all
participants in the P&C insurance economy. We serve a large and
interconnected market that is still in the early stages of
digitizing its operations and is growing in complexity. We believe
CCC is well positioned to support customer digitization in this
dynamic market.”
Ramamurthy continued, “We are incredibly excited to begin this
new partnership with Dragoneer, one of the most highly respected
investors in the world, and to continue our relationship with
Advent, who have been terrific partners for the past four years.
Together, I am confident CCC will continue to generate meaningful
value for our customers and shareholders.”
“Under Advent’s ownership, CCC has cemented itself as a leading
SaaS platform for the P&C insurance ecosystem,” said Eric Wei,
Managing Director at Advent. “Since 2017, we’ve partnered with
Githesh and the CCC management team to accelerate organic growth
through a focus on innovation, and we believe this sustained
investment in R&D will deliver significant ROI for customers
for decades to come. Advent is excited to partner with Dragoneer,
with its preeminent technology investing franchise, to support
CCC’s continued focus on digitally transforming the insurance
economy. We have strong conviction in CCC’s growth potential and
are not selling a single share as part of the transaction.”
“CCC is one of those rare software companies that serves as the
backbone of a critical industry – the P&C insurance economy,”
said Marc Stad, Founder and Portfolio Manager at Dragoneer. “As the
products we use and the cars we drive become more and more
sophisticated, insurers, consumers, manufacturers and service
providers require increasing amounts of support and coordination
whenever issues occur. CCC’s advanced technology platform enables
the right groups to connect quickly and efficiently, and its
twenty-plus years of profitable growth are a testament to the value
the company provides to its customers. The CCC team’s impressive
track record of execution and financial performance speaks for
itself, and we are thrilled to partner with them and Advent as they
work to realize their ambitious vision for the business.”
Transaction Overview
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. The boards of directors of both Dragoneer and CCC have
approved the proposed transaction. Completion of the transaction,
which is expected to occur in the second quarter of 2021, is
subject to approval of Dragoneer’s shareholders and the
satisfaction or waiver of certain other customary closing
conditions.
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 at a total enterprise value for the Company
of approximately $7 billion, reflecting a deep alignment of
interests. 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. Additionally, 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, providing a significant
incentive for post-closing value creation. 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.
Advisors
Citigroup Global Markets Inc. is acting as lead capital markets
advisor to Dragoneer, in conjunction with capital markets advisors
Goldman Sachs & Co., LLC and JP Morgan Securities LLC. 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.
Investor Webcast Information
Dragoneer Growth Opportunities Corp. will host an investor
webcast at 10:00AM EST today, February 3, 2021 to discuss the
transaction. To access the webcast, participants need to register
in advance online by visiting
https://citi.zoom.us/webinar/register/WN_5d3OVYr4TJWr1lNCCbkqPw. A
pre-recorded version of the investor webcast will also be made
available at https://www.dragoneergrowth.com/DGNR/, and a
transcript of this webcast will be filed by Dragoneer Growth
Opportunities Corp. with the U.S. Securities and Exchange
Commission (“SEC”).
About CCC
CCC, together with its affiliates, provides cross-industry
solutions to support the vehicle lifecycle. Founded in 1980, CCC's
solutions and big data insights are delivered through the CCC ONE®
platform to a vibrant network of 300+ insurance companies, 25,000+
repair facilities, OEMs, hundreds of parts suppliers, and dozens of
third-party data and service providers. Annually, over 24 million
estimates and 16 million repairs are processed on CCC’s products
and services, and CCC also provides access to car-related services
for millions of consumers via Carwise
(www.carwise.com). Additionally, CCC Casualty, operated by Auto
Injury Solutions Inc., a CCC company, provides end-to-end casualty
solutions for first- and third-party auto claims. The collective
set of CCC’s solutions inform decision-making, enhance
productivity, and help customers optimize experiences for end
consumers. Learn more about CCC at www.cccis.com.
About Dragoneer
Dragoneer is a newly organized blank check company formed by an
affiliate of Dragoneer Investment Group, LLC (“Dragoneer Investment
Group”). Dragoneer Investment Group is a San Francisco-based,
growth-oriented investment firm with over $14 billion in
long-duration capital from many of the world’s leading endowments,
foundations, sovereign wealth funds, and family offices. The firm
has a history of partnering with management teams growing
exceptional companies characterized by sustainable differentiation
and superior economic models. The firm’s track record includes
public and private investments across industries and geographies,
with a particular focus on technology-enabled businesses. Dragoneer
has been an investor in companies such as Airbnb, Alibaba,
Atlassian, AppFolio, Bytedance, Ceridian, Chime, Datadog, Doordash,
Duck Creek, PointClickCare, Procore, Slack, Samsara, ServiceTitan,
Snowflake, Spotify, Uber, UiPath and others.
About Advent International
Founded in 1984, Advent International is one of the largest and
most experienced global private equity investors. The firm has
invested in over 350 private equity transactions in 41 countries,
and as of September 30, 2020, had $66.2 billion in assets under
management. With 15 offices in 12 countries, Advent has established
a globally integrated team of over 200 investment professionals
across North America, Europe, Latin America and Asia. The firm
focuses on investments in five core sectors, including business and
financial services; health care; industrial; retail, consumer and
leisure; and technology. After 35 years dedicated to international
investing, Advent remains committed to partnering with management
teams to deliver sustained revenue and earnings growth for its
portfolio companies.
For more information, visit: Website:
www.adventinternational.com LinkedIn:
www.linkedin.com/company/advent-international
Important Information and Where to Find It
A full description of the terms of the transaction will be
provided in a registration statement on Form S-4 to be filed with
the SEC by Dragoneer that will include a prospectus with respect to
the Company’s securities to be issued in connection with the
business combination and a proxy statement with respect to the
shareholder meeting of Dragoneer to vote on the business
combination. Dragoneer urges its investors, shareholders and
other interested persons to read, when available, the preliminary
proxy statement/ prospectus as well as other documents filed with
the SEC because these documents will contain important information
about Dragoneer, CCC and the transaction. After the
registration statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to shareholders of Dragoneer as of a record date to
be established for voting on the proposed business combination.
Once available, shareholders will also be able to obtain a copy of
the proxy statement/prospectus, and other documents filed with the
SEC without charge, by directing a request to: Dragoneer Growth
Opportunity Corp., One Letterman Drive, Building D, Suite M500, San
Francisco, California, 94129. The preliminary and definitive proxy
statement/prospectus to be included in the registration statement,
once available, can also be obtained, without charge, at the SEC’s
website (www.sec.gov).
Participants in the Solicitation
Dragoneer and CCC and their respective directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the potential transaction described in this
press release under the rules of the SEC. Information about the
directors and executive officers of Dragoneer is set forth in
Dragoneer’s final prospectus filed with the SEC pursuant to Rule
424(b) of the Securities Act of 1933, as amended (the “Securities
Act”) on August 17, 2020 and is available free of charge at the
SEC’s web site at www.sec.gov or by directing a request to:
Dragoneer Growth Opportunity Corp., One Letterman Drive, Building
D, Suite M500, San Francisco, California, 94129. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the Dragoneer
shareholders in connection with the potential transaction will be
set forth in the registration statement containing the preliminary
proxy statement/prospectus when it is filed with the SEC. These
documents can be obtained free of charge from the sources indicated
above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Dragoneer, the Company or CCC, nor shall there be any sale of
any such securities in any state or jurisdiction in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of the Securities
Act.
Special Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,”
“should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. We caution you that these statements are based on a
combination of facts and factors currently known by us and our
projections of the future, which are subject to a number of risks.
Forward-looking statements in this press release include, but are
not limited to, statements regarding future events, the proposed
business combination between Dragoneer and CCC, including the
timing and structure of the transaction, the likelihood and ability
of the parties to successfully consummate the business combination,
the listing of the Company’s shares, the amount and use of the
proceeds of the transaction, our future growth and innovations,
including the estimated or anticipated future results and benefits
of the Company following the business combination, the PIPE, the
initial market capitalization of the Company, the amount of funds
available in the trust account as a result of stockholder
redemptions or otherwise and the benefits of the transaction, and
the existence of, as well as the potential value and duration of,
any return on investment for customers of the Company. In addition,
CCC’s expected 2020 revenue is a preliminary estimate, which is
subject to the completion of CCC’s year end and quarter end close
procedures and further financial review. Actual results may differ
as a result of the completion of the CCC’s year end and quarter end
closing procedures, review adjustments and other developments that
may arise between now and the time such financial information for
the period is finalized. Such differences may be material. As a
result, those estimates are preliminary, may change and constitute
forward-looking information and, as a result, are subject to risks
and uncertainties. Neither CCC’s nor Dragoneer’s registered
accounting firm has audited, reviewed or compiled, examined or
performed any procedures with respect to the preliminary results,
nor have they expressed any opinion or any other form of assurance
on the preliminary financial information. We cannot assure you that
the forward-looking statements in this press release will prove to
be accurate. These forward looking statements are subject to a
number of risks and uncertainties, including, among others, the
general economic, political, business and competitive conditions;
the inability of the parties to consummate the business combination
or the occurrence of any event, change or other circumstances that
could give rise to the termination of the business combination
agreement or any related agreements or could otherwise cause the
transaction to fail to close; the outcome of any legal proceedings
that may be instituted against the parties following the
announcement of the business combination and the transactions
contemplated by the business combination; the ability of existing
investors to redeem the ability to complete the business
combination due to the failure to obtain approval from Dragoneer’s
shareholders, or the risk that the approval of the shareholders of
Dragoneer for the potential transaction is otherwise not obtained;
the failure to satisfy other closing conditions in the business
combination agreement or otherwise,; the failure to obtain
financing to complete the business combination, including to
consummate the PIPE or the transactions contemplated by the forward
purchase agreements; the ability to recognize the anticipated
benefits of the business combination; the impact of COVID-19 on
CCC’s business and/or the ability of the parties to complete the
business combination; the receipt of an unsolicited offer from
another party for an alternative business transaction that could
interfere with the business combination; changes to the proposed
structure of the business combination that may be required or
appropriate as a result of applicable laws or regulations or as a
condition to obtaining regulatory approval of the business
combination; failure to realize the anticipated benefits of the
business combination, including as a result of a delay in
consummating the potential transaction or difficulty in integrating
the businesses of Dragoneer and CCC; the risk that the business
combination disrupts current plans and operations of Dragoneer or
CCC as a result of the announcement and consummation of the
business combination; the ability of the Company to grow and manage
growth profitably and retain its key employees; the inability to
obtain or maintain the listing of the post-acquisition company’s
securities on the NYSE following the business combination; changes
in applicable laws or regulations and delays in obtaining, adverse
conditions contained in, or the inability to obtain regulatory
approvals required to complete the business combination; costs
related to the business combination; and other risks and
uncertainties, including those to be included under the header
“Risk Factors” in the registration statement on Form S-4 to be
filed by Dragoneer with the SEC and those included under the header
“Risk Factors” in the final prospectus of Dragoneer related to its
initial public offering. Furthermore, if the forward-looking
statements prove to be inaccurate, the inaccuracy may be material.
In addition, you are cautioned that past performance may not be
indicative of future results. In light of the significant
uncertainties in these forward-looking statements, you should not
rely on these statements in making an investment decision or regard
these statements as a representation or warranty by us or any other
person that we will achieve our objectives and plans in any
specified time frame, or at all. The forward-looking statements in
this press release represent our views as of the date of this press
release. We anticipate that subsequent events and developments will
cause our views to change. However, while we may elect to update
these forward-looking statements at some point in the future, we
have no current intention of doing so except to the extent required
by applicable law. You should, therefore, not rely on these
forward-looking statements as representing our views as of any date
subsequent to the date of this press release.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210203005331/en/
Dragoneer Contact: Meghan Gavigan / Nate Johnson Sard
Verbinnen & Co Dragoneer-SVC@sardverb.com
CCC Investor Contact: Brian Denyeau ICR, LLC (646)
277-1251 IR@cccis.com
CCC Media Contact: Michelle Hellyar Director Public
Relations, CCC Information Services Inc. mhellyar@cccis.com
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