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Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: Markforged

ENTERPRISE VALUE: $1.664 billion
ANTICIPATED SYMBOL:  MKFG

Markforged (the “Company”), creator of an integrated metal and carbon fiber additive manufacturing platform, The Digital Forge, announced it has entered into a definitive agreement to merge with one (NYSE: AONE), sponsored by A-star and founded and led by technology industry veteran Kevin Hartz. Upon completion of the transaction, the combined company will retain the Markforged name and will be listed on the New York Stock Exchange under the ticker symbol “MKFG.”

Founded in 2013, Markforged’s AI-powered and intuitive additive manufacturing platform delivers tangible value to customers by solving demanding applications across key verticals, including industrial automation, aerospace, military and defense, space exploration, healthcare and medical and automotive. The platform seamlessly combines precise and reliable 3D printers with industrial-grade materials and cloud-based machine learning software, providing modern manufacturers with the resources to create more resilient and agile supply chains while saving time and money.

Markforged invented a new industrial-grade process that replaces traditionally manufactured plastic, steel and aluminum end-use parts with both easy-to-print metal and the Company’s proprietary continuous Carbon Fiber Reinforced (CFR) composites. Markforged’s products are already in 10,000 facilities across 70 countries. The Company has printed more than 10 million parts across the entire product development lifecycle, from R&D to aftermarket repair. Markforged has a proven operating model and a strong track record of growth since inception and generated revenue of approximately $70 million in 2020.


TRANSACTION

The combined company will have an estimated post-transaction equity value of approximately $2.1 billion at closing. The transaction will provide $425 million in gross proceeds to the Company, assuming no redemptions by one shareholders. Net transaction proceeds will support Markforged’s continued growth across key verticals and strengthen its competitive advantage with new products, proprietary materials and expanded customer use cases.

Current Markforged shareholders are expected to hold approximately 78% of the issued and outstanding shares of common stock immediately following the closing. The transaction, which has been unanimously approved by the boards of directors of both Markforged and one, is expected to close in the summer of 2021.


PIPE

  • $210 million common stock PIPE at $10.00 per share fully committed
  • The PIPE is being led by Baron Capital Group, funds and accounts managed by BlackRock, Miller Value Partners, Wasatch Global Investors and Wellington Management, with additional commitments from M12 – Microsoft’s Venture Fund and Porsche Automobil Holding SE, existing Markforged shareholders

EARNOUT

  • One half (2.7 million) of all Sponsor shares restricted, will vest in two equal tranches at $12.50/share and $15/share price thresholds
  • Seller entitled to earn-out of 8.0M shares that vest at $12.50 and 6.7M shares that vest at $15.00

NOTABLE CONDITIONS TO CLOSING

  • One must have no less than $200 million in cash available at closing between the cash in trust and PIPE proceeds

NOTABLE CONDITIONS TO TERMINATION

  • Either party can terminate the agreement if the merger is not consummated by September 30, 2021

ADVISORS

  • Citigroup Global Markets Inc. is serving as lead financial advisor and capital markets advisor to Markforged
  • William Blair is also acting as financial advisor and capital markets advisor to Markforged
  • Goodwin Procter LLP is serving as legal counsel to Markforged
  • Goldman Sachs & Co. LLC is serving as exclusive financial advisor to one
  • Cadwalader, Wickersham & Taft LLP is serving as legal counsel to one
  • Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC are serving as co-placement agents on the PIPE

MANAGEMENT & BOARD


Executive Officers

Kevin E. Hartz, 50
Co-Founder, Chief Executive Officer & Director

Mr. Hartz is the co-founder and currently serves as the Chairman of the board of directors and has served on the board of directors of Eventbrite (NYSE: EB), a global self-service ticketing platform, since October 2005. From September 2016 until June 2018, Mr. Hartz served as a partner and entrepreneur in residence at Founders Fund, a venture capital investment fund. From October 2005 to September 2016, Mr. Hartz served as the Chief Executive Officer of Eventbrite. From 2001 to 2015, Mr. Hartz co-founded and held various roles at Xoom Corporation, a publicly-traded payments processing company that was sold to PayPal (NASDAQ:PYPL) in 2015, including serving as its Chief Executive Officer from 2001 to 2005 and director from 2001 to 2015. Mr. Hartz holds a Masters of Studies degree in History from Oxford University and a Bachelor of Arts and Science in History and Applied Earth Science from Stanford University.


Troy B. Steckenrider III, 34
Co-Founder, Chief Financial Officer and Director

Mr. Steckenrider is also a Co-Founder and serves on our board of directors. Mr. Steckenrider was previously the Chief Operating Officer at ZeroDown during 2019. From 2015 to 2019, Mr. Steckenrider served as the Director of Capital Markets at Opendoor.com, a real estate platform. From 2011 to 2013, Mr. Steckenrider worked at Bain Capital Private Equity and from 2008 to 2011, Mr. Steckenrider worked at McKinsey & Company. Mr. Steckenrider holds a MBA from Harvard Business School and a Bachelors in Economics from Dartmouth College. He is a CFA Charterholder.


 

Board of Directors

Pierre Lamond, 89
Chairman of the Board

Mr. Lamond has served as an Investor for Eclipse Ventures since October 2015, where he is a member of the board of directors of Cerebras, Light, Flexlogix, Kindred AI and Oxide. From March 2014 to December 2015, Mr. Lamond was a Senior Advisor to Formation 8. Prior to that, Mr. Lamond was a General Partner at Khosla Ventures from March 2009 to December 2014, where he served on the board of directors of Skybox Imaging, Cogenra, SEEO, Avogy, SeaMicro and HeartVista. From January 1982 to December 2008, Mr. Lamond was a General Partner of Sequoia Capital, where he played a pivotal role in the expansion of the Mr. Lamond is a pioneer of the semiconductor industry. From February 1966 to August 1981, Mr. Lamond cofounded and held various positions at the National Semiconductor Corporation, including Vice President and General Manager, Integrated Circuits and Chief Technology Officer and Vice President, General Manager of Advanced Products. Prior to that, Mr. Lamond oversaw the development of the advanced high-frequency transistor and the first generation of digital integrated circuits at Fairchild Semiconductor from June 1961 to February 1966. Mr. Lamond holds an MSEE and an MS in Physics from the University of Toulouse, France. semiconductor, systems and software portfolios and served as chairman of the board of directors of Cypress Semiconductor, Microchip Semiconductor, Vitesse Semiconductor, Open Silicon Inc., Redback Networks, Verisity and Plumtree and was a member of the board of directors of Mellanox Technologies and Xoom.


Spike Lipkin, 31
Co-Founder and Director

Mr. Lipkin is currently Co-Founder and Chief Executive Officer of Newfront Insurance, a technology-enabled insurance brokerage, and has served on the board of directors since 2017. From 2014 to 2015, Mr. Lipkin was on the early team of Opendoor.com, a real estate platform, and later served as the Head of Finance. From 2011 to 2013, Mr. Lipkin worked at The Blackstone Group. Mr. Lipkin holds a MBA from the Stanford University Graduate School of Business, an MPhil from the University of Cambridge, and a Bachelor of Science from The Wharton School of the University of Pennsylvania and a Bachelor of Arts in Philosophy from the University of Pennsylvania.


Michelle Gill, 47
Director 

Ms. Gill is currently the EVP and Group Business Unit Leader for Lending and Capital Markets at Social Finance Inc. (SoFi), which she joined in April 2018 initially as SoFi’s Chief Financial Officer. From July 2017 to April 2018, Ms. Gill was a Managing Director in the US Assets Business at Sixth Street Partners. From February 2003 to April 2017, Ms. Gill served in various roles at Goldman Sachs., most recently as a partner, co-heading the Structured Finance business. During her time at Goldman Sachs, Ms. Gill held numerous roles including running the Mortgage Finance business, starting and running a Re-Structuring team during the 2008 Global Financial Crisis, and running Whole Loan trading before ultimately co-heading the Structured Finance business. Prior to Goldman Sachs, Ms. Gill held positions at Lehman Brothers and Cadwalader, Wickersham & Taft. Ms. Gill holds a JD from Cornell Law School and a Bachelor of Arts from the University of California at Los Angeles.


Lachy Groom, 26
Director

Mr. Groom is currently an investor and the Chairman of Compound Financial since December 2018, and has served on the board of directors of Fast since February 2020. From October 2012 to December 2018, Mr. Groom was an early employee of Stripe where he held various positions, most recently as the Head of Stripe Issuing.


Gautam Gupta, 40
Director 

Mr. Gupta has served as the Chief Financial Officer and Chief Business Officer at Opendoor.com (Opendoor) since October 2019, and was Opendoor’s Chief Operating Officer from July 2017 to October 2019. From April 2013 to July 2017, Mr. Gupta held various positions at Uber, most recently as Head of Finance. From July 2007 to April 2013, Mr. Gupta worked at Goldman Sachs, initially as an associate and later as a vice president. Mr. Gupta holds an MBA from the Massachusetts Institute of Technology and a B.A.Sc in Computer Engineering from Nanyang Technological University.


Trina Spear, 36
Director 

Ms. Spear is currently the Co-Founder and Co-CEO of FIGS since January 2013. From July 2011 to January 2013, Ms. Spear was an associate at The Blackstone Group. From July 2005 to June 2009, Ms. Spear held various positions at Citibank, initially as an Investment Banking Analyst and most recently as a Private Equity Associate. Ms. Spear holds an MBA from Harvard Business School and a Bachelor of Arts in Economics from Tufts University.