Software Acquisition Group Inc. II

Software Acquisition Group Inc. II

Oct 19, 2020 by viktoria.v

PROPOSED BUSINESS COMBINATION: Otonomo Technologies, Inc.

ENTERPRISE VALUE: $1.1 billion
ANTICIPATED SYMBOL: OTMO

Software Acquisition Group Inc. II proposes to combine with Otonomo Technologies, Inc., a leading platform and marketplace for vehicle data. The combined company will operate under the Otonomo name and will be listed on Nasdaq under the new ticker symbol “OTMO”.

Otonomo is the premier one-stop shop for vehicle data. Since its founding in 2015, Otonomo has built a vehicle data platform and marketplace that now fuels an ecosystem of 16 OEMs, fleets and more than 100 service providers. The platform ingests more than 4 billion data points per day from over 40 million global connected vehicles, then reshapes and enriches them, in order to accelerate the time to market for new services that improve the in-and-around the car experience. Otonomo’s platform allows automotive OEMs the opportunity to create new revenue streams by enabling the utilization of the vast amounts of data vehicles generate on a daily basis and that OEMs are required to store and maintain.

In addition to its proprietary data platform, Otonomo has developed a robust suite of SaaS offerings that provide data consumers with additional capabilities and vertically specific applications. Privacy by design and neutrality are at the core of Otonomo’s platform, which enables GDPR, CCPA, and other privacy-regulation-compliant solutions using both personal and aggregate data.

Otonomo vehicle data is being utilized by organizations and businesses across diverse areas, including, but not limited to fleet management, insurance, in-vehicle management, emergency services, mapping, electric vehicle (EV) management, subscription-based services, parking, predictive maintenance, in-vehicle services, traffic management and smart cities.


SUBSEQUENT EVENT – 8k 7/12/21

On July 10, 2021, SWAG, Otonomo and Merger Sub entered into an amendment to the Business Combination Agreement to extend the “Termination Date” under the Business Combination Agreement from July 31, 2021 to September 30, 2021.


TRANSACTION

Software Acquisition will combine with Otonomo at an estimated $1.4 billion pro forma equity value and $1.1 billion pro forma enterprise value.

Otonomo’s existing shareholders are rolling approximately 97% of their equity into the combined company and will own approximately 72% of the issued and outstanding shares immediately following closing of the business combination, assuming no redemptions by Software Acquisition’s public stockholders.

The transaction is expected to result in excess of $307 million in cash comprised of Software Acquisition’s $172.5 million cash held in trust, assuming no redemptions by public stockholders, a fully committed $172.5 million PIPE comprised of $142.5 million primary and $30 million secondary shares and approximately $25 million of cash currently on hand.

Cash proceeds from the transaction will be used to fund growth of the combined company, accelerating go-to-market strategy, strengthening our leadership position and unlocking new use cases and end markets.

The PIPE is anchored by institutional investors Fidelity Management & Research Company LLC, BNP Paribas Asset Management Energy Transition Fund and Senvest Management LLC, with support from strategic investors Dell Technologies Capital, and Hearst Ventures. Current Otonomo shareholders will own a majority of the combined company at closing.

SAII transaction overview


PIPE

  • Fully committed $172.5 million PIPE comprised of $142.5 million primary and $30 million secondary shares
  • The PIPE is anchored by institutional investors Fidelity Management & Research Company LLC, BNP Paribas Asset Management Energy Transition Fund and Senvest Management LLC, with support from strategic investors Dell Technologies Capital, and Hearst Ventures.

LOCKUP

  • the Sponsor, Company Management and certain securityholders of the Company entered into a Confidentiality and Lockup Agreement with the Company, pursuant to which such persons agreed:
    • (i) to keep confidential certain Company information furnished to them and
    • (ii) not to transfer certain Company Ordinary Shares, except to certain permitted transferees, beginning at the Effective Time and continuing a period of one hundred eighty (180) days, in the case of certain securityholders of the Company, and the earlier of
      • (x) one year and
      • (y) if the last sale price of the Company Ordinary Shares equals or exceeds $12.00 per share (on a post-Stock Split basis) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing Date, in the case of the Sponsor and Company Management.
  • At the Effective Time, the transfer restrictions relating to the Class B common stock set forth in the insider letter agreement among SWAG and the Sponsor will terminate.

NOTABLE CONDITIONS TO CLOSING

  • The aggregate amount remaining in SWAG’s trust account after taking into account the SPAC Redemptions, plus the aggregate amount sold in the PIPE being equal to or greater than $150,000,000

NOTABLE CONDITIONS TO TERMINATION

  • by either SWAG or the Company if the Transactions are not consummated on or before July 31, 2021 (the “Termination Date”)

ADVISORS

  • Citigroup is serving as financial advisor to Otonomo
  • Latham & Watkins LLP and Gross Law Firm are serving as legal advisors to Otonomo.
  • B. Riley Securities is acting as placement agent and capital markets advisor to Software Acquisition Group Inc. II.
  • Kirkland & Ellis LLP and Gornitzky & Co are acting as legal advisor to Software Acquisition Group Inc. II.

MANAGEMENT & BOARD


Executive Officers

Jonathan S. Huberman, 55
Chairman, Chief Executive Officer & Chief Financial Officer

Mr. Huberman over 25 years of high-tech business leadership experience. From 2019 to the present he was an officer and director of Software Acquisition Group Inc. (NASDAQ:SAQN), a blank check company which in August 2020 announced that it had entered into a definitive agreement with respect to its initial business combination with CuriosityStream, a global streaming media service that provides factual content on demand, which is currently expected to close in the 4th quarter of 2020. From 2017 to 2019 Mr. Huberman was Chief Executive Officer of Ooyala, a provider of media workflow automation, delivery and monetization solutions, which he and Mike Nikzad, our Vice President of Acquisitions and Director nominee, acquired from Telstra in 2018. Together with Mr. Nikzad, they turned around an underperforming company and sold Ooyala’s three core business units to Invidi Technologies, Brightcove (NASDA:BCOV) and Dalet (EPA: DLT), major players in the same sector. Previously, Mr. Huberman served as the Chief Executive Officer of Syncplicity, a SaaS enterprise data management company, which he sourced and acquired from EMC and engineered an exit to Axway (EPA: AXW). Prior to this, from 2013 to 2015, Mr. Huberman was the Chief Executive Officer of Tiburon, an enterprise software company serving the public safety sector which he sold to Tritech Systems, and before that he was the Chief Executive Officer at Iomega Corporation (NYSE: IOM), a consumer and distributed enterprise storage solutions provider. After Iomega was acquired by EMC Corporation in 2008, Mr. Huberman served as President of the Consumer and Small Business Division of EMC. In addition to his experience leading turnarounds and exits at five technology companies, Mr. Huberman spent nine years as an investor for the Bass Family interests where he led investments in private and public companies. He also had senior roles leading the operations of the technology investments of the Gores Group and Skyview Capital. In the last five years he has served as a director of Aculon, Inc., a privately held provider of easy-to-apply nanotech surface-modification technologies, as well as Venture Corporation Limited (SGX:V03) a high-tech design and manufacture firm based in Singapore. Mr. Huberman holds a Bachelor of Arts in Computer Science from Princeton University and an MBA from The Wharton School at the University of Pennsylvania.


Mike Nikzad, 56
Vice President of Acquisitions & Director 

Mr. Nikzad has over two decades of business leadership experience in software, technology and consumer electronics companies, where he has worked on numerous corporate turnarounds and exits. From 2019 to the present he was an officer and director of Software Acquisition Group Inc. (NASDAQ:SAQN), a blank check company which in August 2020 announced that it had entered into a definitive agreement with respect to its initial business combination with CuriosityStream, a global streaming media service that provides factual content on demand, which is currently expected to close in the 4th quarter of 2020. Mr. Nikzad was President and Chief Operating Officer at Ooyala from 2017 until its sale in 2019. Prior to Ooyala, in the last five years Mr. Nikzad has held C-suite positions and led company operations at Syncplicity, a SaaS enterprise data management company and NewNet Communication Technologies, a telecommunications company, as well as serving as an Operating Partner at SilverStream Capital. Prior to this, he also held management and executive positions in EMC Corp’s (NYSE: EMC) Consumer and Small Business division and at Iomega Corporation, a consumer and distributed enterprise storage solutions provider. Mr. Nikzad has a Bachelor of Science degree in Mechanical Engineering from Utah State University and has completed the Stanford GSB Strategic Marketing Management Program.


 

Board of Directors

Andrew K. Nikou, 43
Director

Mr. Nikou is the Founder and Chief Executive Officer of OpenGate, a global private equity firm specializing in the acquisition and operation of businesses to create new value through operational improvements, innovation and growth. To date, OpenGate, through its legacy and fund investments, has executed more than 30 acquisitions including corporate carve-outs, management buy-outs, special situations and transactions with private sellers across North America and Europe. As of March 31, 2020, OpenGate Capital Management, LLC (the firm’s registered investment advisor) managed approximately $1.1 billion in client assets on a discretionary basis. Prior to this, from 2001 to 2004, Mr. Nikou worked in business development for Platinum Equity, where he established their European Business Development operations in Paris, France. Of the nearly 20 pre-fund investments made by affiliates of OpenGate, a few were in distressed entities that subsequently filed for bankruptcy. Mr. Nikou has been named as a defendant in certain adversarial proceedings related to such bankruptcy cases alleging various claims, which Mr. Nikou vigorously disputes, believes to be meritless, and is aggressively contesting. From 2019 to the present he was a director of Software Acquisition Group Inc. (NASDAQ:SAQN), a blank check company which in August 2020 announced that it had entered into a definitive agreement with respect to its initial business combination with CuriosityStream, a global streaming media service that provides factual content on demand, which is currently expected to close in the 4th quarter of 2020, as well as several private companies. He is also a member of the XPRIZE Foundation Innovation Board. Mr. Nikou holds a Bachelor of Science in Finance from the Marshall School of Business at the University of Southern California.


C. Matthew Olton, 54
Director 

Mr. Olton has been Senior Vice President, Strategy and Corporate Development at Tenable Holdings, Inc. (NASDAQ:TENB), a cyber exposure protection provider, since August 2019. Prior this, he was Senior Vice President, Corporate Development and Ventures, at Symantec Corporation (NASDAQ:SYMC). In this role, Mr. Olton oversaw Symantec’s global mergers and acquisitions activity and managed Symantec’s corporate venture investments. He also led Symantec’s integration management function. Prior to joining Symantec, he was Senior Vice President, Corporate Development at Dell Technologies Capital from 2016 to 2018, and was responsible for global mergers and acquisitions and related activity for the family of companies that comprise Dell Technologies including Dell, Dell EMC, Pivotal, RSA, Secureworks, Virtustream and Boomi. Prior to Dell Technologies Capital, Matt was Senior Vice President, Corporate Development at EMC Corporation from 1999 to 2016. Mr. Olton started his career as an M&A attorney at Skadden, Arps, Slate, Meagher & Flom. From 2019 to the present he was a director of Software Acquisition Group Inc. (NASDAQ:SAQN), a blank check company which in August 2020 announced that it had entered into a definitive agreement with respect to its initial business combination with CuriosityStream, a global streaming media service that provides factual content on demand, which is currently expected to close in the 4th quarter of 2020. He has a Bachelor of Arts from Wesleyan University, a J.D. from Boston University School of Law and an MBA from Northeastern University.


Stephanie Davis, 56
Director 

Ms. Davis has since 2017 served as a Senior Client Partner at Korn Ferry where she leads the Private Equity/Technology practice in North America and is a member of the CEO & Board practices and the Global Technology Practice. She is an expert in executive talent and leadership and has spent over two decades working with Chief Executive Officers to build their leadership capabilities and teams. Ms. Davis works extensively with public and private company board of directors on succession and board recruitment. She is a frequent speaker on board governance and women in the boardroom. Since 2019, Ms. Davis has been a member of the board of directors of biopharmaceutical company, Athenex (NASDAQ:ATNX). Prior to joining Korn Ferry in 2017, Ms. Davis spent 17 years at Spencer Stuart where she was a member of the CEO & Board Practice. During her tenure, she co-founded the Business/ Technology Services practice, led the Software practice, and managed global private equity relationships. From 2019 to the present she was a director of Software Acquisition Group Inc. (NASDAQ:SAQN), a blank check company which in August 2020 announced that it had entered into a definitive agreement with respect to its initial business combination with CuriosityStream, a global streaming media service that provides factual content on demand, which is currently expected to close in the 4th quarter of 2020. Ms. Davis has a Bachelor of Science in Engineering from Princeton University and an MBA from Harvard Business School.


Steven Guggenheimer, 55
Director 

Mr. Guggenheimer has since 2018 served as Corporate Vice President of Microsoft Corporation (NASDAQ: MSFT) responsible for its artificial intelligence business as well as Microsoft’s engagement with its independent software vendor partners. In addition Mr Guggenheimer is a non-executive board member of HSBC Holdings plc (OTC:HBCYF) since May 2020, Forrit Technology Ltd., a private cloud technology company, since 2019, an advisor to Tensility Venture Partners, a seed stage venture capital firm, since 2017 as well as an advisor to the 5G Open Innovation Lab since May 2020. Over his 26 years at Microsoft, Mr. Guggenheimer has held leadership roles in strategically important areas including close to a decade helping to build Microsoft’s hardware and software ecosystem as the head of Developer Evangelism (DX) and the OEM division from 2008 to 2018. He has also worked on the product teams for Microsoft’s Application Platform, Windows, IE, MSN, SQL Server, Visual Studio and more. From 2019 to the present he was a director of Software Acquisition Group Inc. (NASDAQ:SAQN), a blank check company which in August 2020 announced that it had entered into a definitive agreement with respect to its initial business combination with CuriosityStream, a global streaming media service that provides factual content on demand, which is currently expected to close in the 4th quarter of 2020. Mr. Guggenheimer received a Bachelor’s degree in Applied Physics from the University of California, Davis, and a Master’s Degree in Engineering Management from Stanford University.


Dr. Peter H. Diamandis, 59
Director 

Mr. Diamandis has been the Chief Executive Officer of PHD Ventures, Inc., which is his personal holding company for his writing, speaking, and consulting activities, since 1993. He is the Founder and Executive Chairman of the XPRIZE Foundation, a non-profit foundation which, since 1996, has designed and operated large-scale incentive competitions for the benefit of humanity. In 2014, Dr. Diamandis founded and served as Vice-Chairman of Human Longevity, Inc., an advanced health diagnostic company committed to delivering data driven health diagnostics; he resigned from the board of directors in 2018 and remains a shareholder. He is also the Executive Founder of Singularity University, a graduate-level Silicon Valley institution founded in 2008 that counsels the world’s leaders on exponentially growing technologies. He is the Vice Chairman and co-Founder of Celularity Inc., founded in 2017, a commercial-stage cell therapeutics company delivering allogenic cellular therapies engineered from the postpartum human placenta. Dr. Diamandis is also a founder and board member of Fountain Therapeutic Services Inc., which was formed in 2018 to increase lifespan and optimize healthspan by harnessing regenerative medicine technologies and integrating extensive wellness solutions. In March 2020 Dr. Diamandis co-Founded and is the Vice-Chairman of Covaxx, Inc., a pharmaceutical company that has developed a COVID-19 lgG antibody test and which has a vaccine candidate in clinical trials. As an entrepreneur, Dr. Diamandis has started over 20 companies in the areas of longevity, space, venture capital and education. Dr. Diamandis also co-founded BOLD Capital Partners, a venture fund investing in exponential technologies, in 2015, and is a New York Times Bestselling author. He earned degrees in Molecular Engineering and Aerospace Engineering from MIT and holds an M.D. from Harvard Medical School. From 2019 to the present he was a director of Software Acquisition Group Inc. (NASDAQ:SAQN), a blank check company which in August 2020 announced that it had entered into a definitive agreement with respect to its initial business combination with CuriosityStream, a global streaming media service that provides factual content on demand, which is currently expected to close in the 4th quarter of 2020.