Berkshire Grey’s Business Combination with Revolution Acceleration Acquisition Corp

Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to RAAC, Goodwin Procter LLP acted as legal advisor to BG, while Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor to Credit Suisse Securities (USA) LLC on the deal.Revolution Acceleration Acquisition Corp, a special purpose acquisition company, has entered into a definitive agreement with Berkshire Grey, a developer of integrated artificial intelligence and robotic solutions for e-commerce, retail replenishment, and logistics, to create a leading publicly listed robotics and automation solutions company with a post-transaction equity value of up to $2.7 billion.

The transaction is expected to provide up to $413 million in cash proceeds, including a fully committed PIPE of $165 million, with current BG shareholders Khosla Ventures, New Enterprise Associates, Canaan Partners and SoftBank Group Corp. rolling 100% of their equity into the combined company.

At closing, BG expects to have approximately $507 million cash, which will be used to fund operations and support new and existing growth initiatives, and no debt on its balance sheet. 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.

Berkshire Grey helps customers radically change the essential way they do business by delivering game-changing technology that combines AI and robotics to automate fulfillment, supply chain and logistics operations. Berkshire Grey solutions are a fundamental engine of change that transform pick, pack, move, store, organize and sort operations to deliver competitive advantage for enterprises serving today’s connected consumers.

Credit Suisse Securities (USA) LLC served as exclusive financial advisor and capital markets advisor to BG and acted as sole placement agent on the PIPE. J.P. Morgan Securities LLC served as exclusive financial advisor to RAAC.

The Skadden team advising RAAC included M&A partners Stephen Arcano (Picture) and Blair Thetford in New York, and Capital Markets partner Michelle Gasaway in Los Angeles.

The Goodwin team was led by Mark Opper, Jocelyn Arel and Dan Espinoza and included David Roberts, Eryn Mathews, Chris Versfelt and Austin Abir.

Involved fees earner: Austin Abir – Goodwin Procter; Jocelyn Arel – Goodwin Procter; Daniel Espinoza – Goodwin Procter; Eryn Mathews – Goodwin Procter; Mark Opper – Goodwin Procter; David Roberts – Goodwin Procter; Christopher Versfelt – Goodwin Procter; Stephen Arcano – Skadden Arps Slate Meager & Flom; Michelle Gasaway – Skadden Arps Slate Meager & Flom; Blair Thetford – Skadden Arps Slate Meager & Flom;

Law Firms: Goodwin Procter; Skadden Arps Slate Meager & Flom;

Clients: Berkshire Grey Inc; Revolution Acceleration;

Martina Bellini

Author: Martina Bellini