The leader in cloud-based access control and
smart building technology with end-to-end solutions delivered
through SaaS and connected devices
Serves one of the largest, most diversified
global customer bases with more than 44,500 enterprise, commercial
real estate and multifamily accounts and 23 million active
users
Large and growing SaaS- and smart device-based
total addressable market (TAM) for products and services currently
in excess of $70 billion
Combined company to have an estimated
enterprise value of $808 million, positioning it to further
capitalize on the smart space market opportunity
Transaction to provide up to $304 million in
cash proceeds, including a PIPE totaling $75 million led by Golub
Capital Credit Opportunities, with a strategic investment in the
PIPE from Eagle Eye Networks
Proceeds will be used to unlock growth by
expanding the sales and marketing team, increasing customer
acquisition, SaaS service expansion and product development
Expects to generate $417 million in revenue and
$290 million in annual recurring revenue in 2025, representing
2021E to 2025E CAGRs of 55% and 70%, respectively
Investor call scheduled for November 10 at 8:00
a.m. ET
Brivo, Inc., the global leader in cloud-based access control and
smart building technologies, and Crown PropTech Acquisitions
(NYSE:CPTK) (“Crown”), a publicly traded special purpose
acquisition company, today announced that they have entered into a
definitive merger agreement that will result in Brivo becoming a
publicly listed company. The transaction values the company at a
pro forma enterprise value of $808 million. Upon closing, the
combined company will operate as Brivo, and its Class A common
stock is expected to be listed under the ticker symbol “BRVS.” This
strategic business combination will enable Brivo to leverage
Crown’s experience and relationships as an owner and operator of
commercial real estate to accelerate market expansion.
Since its founding in 1999, Brivo has pioneered and defined the
cloud-based access control category. Brivo’s leadership was
instrumental in transforming the security industry, which at the
time was dominated by on-premise client-server technology, and has
achieved remarkable growth with the innovative cloud-based hardware
and software solutions it began rolling out in 2002. Today, Brivo
builds and sells Software-as-a-Service-based (SaaS) building access
management services and innovative connected devices to enterprises
and property owners through over 1,500 channel partners. These
partners provide local sales, service and installation across all
classes of commercial real estate including office, industrial,
multifamily and retail properties. As it continues to scale, Brivo
expects to benefit from the dramatic increase in smart space
adoption driven by the PropTech boom, the growing customer
preference for cloud-based services, the new normal in safety and
health, and a shift in security integrator channel sentiment –
which has swung from 20% to 75% in favor of the cloud over the last
five years.
Brivo has become the single largest access control system in the
world, serving a large, diversified global customer base of more
than 44,500 customer accounts comprising over 300 million square
feet of commercial property, 330,000 doors and 23 million
credentialed Brivo users across 42 countries, all 50 states and
Puerto Rico. Corporations and owners and operators of commercial
real estate that use Brivo’s technology and services include
Greystar, Whole Foods, NTT, DocuSign and Realogy. Brivo’s
foundational platform for smart spaces includes access management,
sensor monitoring, visual awareness, visitor and delivery
management, and AI-driven data analytics, providing customers with
all the core functionality required to operate, glean valuable
insights, and optimize the performance of their buildings.
Brivo’s sustained double-digit annual growth has been driven by
constant innovation coupled with a focused land and expand strategy
that has successfully increased annual recurring revenue over time
by scaling customer adoption of products and services. The
company’s extensive channel partner ecosystem is a key
differentiator that allows Brivo to achieve attractive unit
economics that drive highly productive and profitable customer
relationships, with a compelling lifetime value (LTV) to customer
acquisition cost (CAC) ratio of 6.1x. The company has significant
organic growth opportunities with strong visibility into future
financial performance from its high-retention SaaS-based model.
“Brivo is unique not only in that we created the
category-defining smart spaces platform, but that our products and
services are foundational systems within our customers’ buildings,
ensuring the safety and security of their tenants, residents and
employees,” said Steve Van Till, Founder and CEO of Brivo. “We have
more experience executing on a cloud-based access control model and
successfully creating innovative smart devices than any other
company in the world. This is demonstrated by our market position
and channel penetration vs other cloud-based access control
providers. We have a track record of innovation, a network of sales
and service channel partners, and direct insights into the needs of
customers across all classes of commercial real estate – including
enterprise, which is a meaningful differentiator for Brivo. We are
entering our next phase of growth as a public company supported by
favorable secular tailwinds driving a smart spaces revolution, and
Brivo is uniquely positioned to continue to capture the growing
opportunity as we realize exceptional customer buy-in, continued
expansion and high levels of retention.”
Dean Drako, Chairman of Brivo, added, “Brivo is the most
sophisticated and mature cloud-based access control platform on the
market and enjoys a highly compelling growth trajectory. This
transaction will provide us with a significant source of capital to
continue to fuel innovation and introduce high-quality products and
services that protect lives and assets. Brivo is truly first and
best in class, with a significant head start on others that have
more recently entered this rapidly growing space. We look forward
to continuing to set the industry standard and expand our position
as the category leader.”
Richard Chera, Chairman and CEO of Crown PropTech Acquisitions,
commented, “As an owner and operator of a sizable portfolio of
commercial properties, we recognize the significant value Brivo
brings to the ecosystem, and we believe there is a compelling
opportunity to leverage our experience and relationships to further
establish the company as the pre-eminent provider of cloud-based
access control and smart building technology. Brivo has
demonstrated its value through its strong subscription revenues,
retention rates, network of channel partners, and successful land
and expand strategy, creating a highly loyal customer base. We look
forward to supporting Steve and the team as they advance their
strategic priorities.”
Transaction Overview
Golub Capital Credit Opportunities has agreed to lead a $75
million convertible note PIPE in the combined company that will
close concurrently with the business combination subject to
satisfaction of related conditions. Eagle Eye Networks is also a
strategic investor in the PIPE. There is approximately $276 million
currently held in Crown’s trust account, subject to any redemptions
by Crown shareholders. Existing Brivo shareholders will roll over
100 percent of their equity, retaining 69 percent ownership in the
pro forma company. Assuming no redemptions, Crown shareholders will
own approximately 31 percent of the combined company.
“We are excited to provide a highly structured and flexible
financing solution to support Brivo, the market-leading provider of
cloud-based access control solutions in the enterprise and
commercial segments,” said Marko Soldo, Head of Golub Capital
Credit Opportunities. “We think Brivo’s strong management team,
coupled with Crown’s deep experience in real estate and the
leadership of a proven serial technology entrepreneur like Dean
Drako make for a world-class combination.”
The business combination will provide Brivo with up to $304
million of capital to advance its mission of delivering the highest
quality products and services to protect its customers and to fuel
growth via the expansion of sales and marketing, customer
acquisition, SaaS service expansion and product development, with
the actual amount of capital provided depending on the level of
redemptions by Crown shareholders. The company has substantial
runway within its current user base and a focused commercial
strategy to drive market penetration and upselling. Brivo expects
to generate $417 million in revenue and an annualized $290 million
in annual recurring revenue in 2025, representing 2021E to 2025E
CAGRs of 55% and 70%, respectively.
Brivo's proven management team – including Van Till, COO John
Szczygiel, CFO Mike Voslow and CTO Jeff Nielsen – will continue to
operate and manage the combined company following the transaction.
Dean Drako, founding CEO of Barracuda Networks, will continue to
serve as Brivo’s chairman of the board. The boards of directors of
Brivo and Crown have unanimously approved the business combination.
The transaction will require the approval of the stockholders of
Crown, and is subject to other customary closing conditions,
including the receipt of certain regulatory approvals. The
transaction is expected to close in the first half of 2022.
Imperial Capital is acting as financial advisor, and Latham
& Watkins LLP is acting as legal advisor to Brivo.
RBC Capital Markets, LLC is acting as financial advisor and
capital markets advisor to Crown, and as exclusive placement agent
on the private placement. Davis Polk & Wardwell LLP is acting
as legal advisor to Crown. Shearman & Sterling LLP is acting as
legal advisor to RBC Capital Markets, LLC. Simpson Thacher &
Bartlett LLP is acting as legal advisor to Golub Capital Credit
Opportunities.
Investor Conference Call Information
Brivo and Crown will host a joint investor conference call to
discuss the proposed transaction on Wednesday, November 10, 2021 at
8:00 a.m. ET.
To listen to the prepared remarks via telephone dial
1-844-826-3035 (U.S.) or 1-412-317-5195 (International) and an
operator will assist you. A telephone replay will be available at
1-844-512-2921 (U.S.) or 1-412-317-6671 (International), passcode:
10162028 through Wednesday, November 24 at 11:59 p.m. ET.
A link to the webcast and an investor presentation detailing the
transaction will be available at
https://www.brivo.com/about/investor-relations/. It will also be
filed with the SEC as an exhibit to a Current Report on Form 8-K,
and available on the SEC website at www.sec.gov.
About Brivo
Brivo is the global leader in mobile, cloud-based access control
for commercial real estate, large distributed enterprises, and
multifamily residential. Our comprehensive product ecosystem and
open API provide businesses with powerful digital tools to increase
security automation, elevate employee and tenant experience, and
improve the safety of all people and assets in the built
environment. Having created the category over twenty years ago, our
building access platform is now the digital foundation for the
largest collection of customer facilities in the world, trusted by
more than 23 million users occupying over 300 million square feet
of secured space in 42 countries.
Our dedication to simply better security means providing the
best technology and support to property owners, managers, and
tenants as they look for more from buildings where they live, work,
and play. Our comprehensive product suite includes access control,
smart readers, touchless mobile credentials, visitor management,
occupancy monitoring, health and safety features, and integrated
video surveillance, smart locks, and intercoms. Valued for its
simple installation, high-reliability backbone, and rich API
partner network, Brivo also has the longest track record of
cybersecurity audits and privacy protections in the industry.
Brivo is privately held and headquartered in Bethesda, Maryland.
Learn more at www.Brivo.com.
About Crown PropTech Acquisitions
Crown PropTech Acquisitions (NYSE:CPTK) is a blank check company
organized for the purpose of effecting a merger, capital stock
exchange, asset acquisition or other similar business combination
with one or more businesses or entities, with a focus on businesses
that provide technological innovation to the broader real estate
ecosystem. The management team is led by Richard Chera, the
company’s Chief Executive Officer and director, who also serves as
co-founder and Senior Managing Director of Crown Acquisitions Inc.
and co-founder and Chief Executive Officer of ReWyre®; and Dr. Pius
Sprenger, the company’s Chief Financial Officer and director, who
was formerly an executive of Cantor Fitzgerald and Deutsche Bank.
Rasheq Zarif serves as lead strategic advisor to the company. For
more information, visit
https://www.crownproptech.com/investor-relations.
This press release is provided for informational purposes only
and has been prepared to assist interested parties in making their
own evaluation with respect to a potential business combination
(the “proposed business combination”) between Brivo, Inc. (“Brivo”)
and Crown PropTech Acquisition Corp. (“Crown”) and related
transactions and for no other purpose.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“estimate,” “plan,” “project,” “forecast,” “intend,” “will,”
“expect,” “anticipate,” “believe,” “seek,” “target” or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of financial and
performance metrics, projections of market opportunity and market
share, expectations and timing related to commercial product
launches, potential benefits of the proposed business combination
and the potential success of Brivo's go-to-market strategy, and
expectations related to the terms and timing of the proposed
business combination. These statements are based on various
assumptions, whether or not identified in this press release, and
on the current expectations of Brivo’s and Crown’s management and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on by any investor as,
a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are
difficult or impossible to predict and will differ from
assumptions. Many actual events and circumstances are beyond the
control of Brivo and Crown. These forward-looking statements are
subject to a number of risks and uncertainties, including changes
in domestic and foreign business, market, financial, political and
legal conditions; the inability of the parties to successfully or
timely consummate the proposed business combination, including the
risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of the
shareholders of Crown or Brivo is not obtained; the lack of third
party valuation in determining whether or not to pursue the
proposed business combination; failure to realize the anticipated
benefits of the proposed business combination; risks relating to
the uncertainty of the projected financial information with respect
to Brivo; the risk that the conditions to the financing for the
proposed business combination may not be satisfied or waived; the
effect of the announcement or pendency of the proposed business
combination on Brivo’s business relationships, performance and
business generally; risks that the proposed business combination
disrupts current plans of Brivo and potential difficulties in Brivo
employee retention as a result of the proposed business
combination; the ability to implement business plans, forecasts and
other expectations after the completion of the proposed business
combination, and identify and realize additional opportunities;
Brivo's ability to attract and retain customers; the combined
company's ability to up-sell and cross-sell to customers, including
the success of Brivo’s customers’ development programs, which will
drive future revenues; the ability of the combined company to
compete effectively and its ability to manage growth; the amount of
redemption requests made by Crown’s public shareholders; the
ability of Crown or the combined company to issue equity or
equity-linked securities in connection with the proposed business
combination or in the future; the outcome of any potential
litigation, government and regulatory proceedings, investigations
and inquiries; the risk that the combined company’s securities will
not be approved for listed on the New York Stock Exchange or if
approved, maintain the listing; and those factors discussed in
Crown’s final prospectus dated February 8, 2021 and Quarterly
Report on Form 10-Q for the quarter ended June 30, 2021, dated
August 16, 2021, and, when available, the preliminary proxy
statement/prospectus of Crown related to the proposed business
combination, in each case, under the heading “Risk Factors,” and
other documents of Crown filed, or to be filed, with the Securities
and Exchange Commission (“SEC”). If any of these risks materialize
or our assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. There may be additional risks that neither Crown nor
Brivo presently know or that Crown and Brivo currently believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In addition,
forward-looking statements reflect Crown’s and Brivo’s
expectations, plans or forecasts of future events and views as of
the date of this presentation. Crown and Brivo anticipate that
subsequent events and developments will cause Crown’s and Brivo’s
assessments to change. However, while Crown and Brivo may elect to
update these forward-looking statements at some point in the
future, Crown and Brivo specifically disclaim any obligation to do
so. These forward-looking statements should not be relied upon as
representing Crown’s and Brivo’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
Additional Information About the Proposed Business
Combination and Where To Find It
The proposed business combination will be submitted to
shareholders of Crown for their consideration. Crown intends to
file a registration statement on Form S-4 (the “Registration
Statement”) with the SEC which will include preliminary and
definitive proxy statements to be distributed to Crown’s
shareholders in connection with Crown’s solicitation for proxies
for the vote by Crown’s shareholders in connection with the
proposed business combination and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of the securities to be issued to Brivo’s shareholders in
connection with the completion of the proposed business
combination. After the Registration Statement has been filed and
declared effective, Crown will mail a definitive proxy statement
and other relevant documents to its shareholders as of the record
date established for voting on the proposed business combination.
Crown's shareholders and other interested persons are advised to
read, once available, the preliminary proxy statement / prospectus
and any amendments thereto and, once available, the definitive
proxy statement / prospectus, in connection with Crown's
solicitation of proxies for its special meeting of shareholders to
be held to approve, among other things, the proposed business
combination, because these documents will contain important
information about Crown, Brivo and the proposed business
combination. Shareholders may also obtain a copy of the preliminary
or definitive proxy statement, once available, as well as other
documents filed with the SEC regarding the proposed business
combination and other documents filed with the SEC by Crown,
without charge, at the SEC's website located at www.sec.gov or by
directing a request to 667 Madison Avenue, 12th Floor, New York, NY
10065, attention: Nikki Sacks.
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
Crown, Brivo and certain of their respective directors,
executive officers and other members of management, employees and
consultants may, under SEC rules, be deemed to be participants in
the solicitations of proxies from Crown’s shareholders in
connection with the proposed business combination. Information
regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of Crown’s shareholders in
connection with the proposed business combination will be set forth
in Crown’s proxy statement / prospectus when it is filed with the
SEC. You can find more information about Crown’s directors and
executive officers in Crown’s final prospectus dated February 8,
2021 and filed with the SEC on February 10, 2021. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement / prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the proxy statement / prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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